FORM 8-K
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New York
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333-180868
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46-6582016
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit
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Description
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4.1
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First Amendment To Depositary Trust Agreement, dated as of October 22, 2015, by and between Merk Investments LLC, as sponsor of the Trust, and The Bank of New York Mellon, as trustee of the Trust.
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10.1
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Marketing Agent Agreement between Merk Investments LLC, as sponsor of the Trust, and Van Eck Securities Corporation, dated October 22, 2015.
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Date: October 26, 2015
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MERK INVESTMENTS LLC
Sponsor of the Merk Gold Trust
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By:
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/s/ Axel Merk
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Axel Merk
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President and Chief Investment Officer
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(Principal Executive Officer and Principal Financial
Officer)
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Exhibit
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Description
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4.1
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First Amendment To Depositary Trust Agreement, dated as of October 22, 2015, by and between Merk Investments LLC, as sponsor of the Trust, and The Bank of New York Mellon, as trustee of the Trust.
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10.1
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Marketing Agent Agreement between Merk Investments LLC, as sponsor of the Trust, and Van Eck Securities Corporation, dated October 22, 2015.
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MERK INVESTMENTS LLC
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By:
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/s/ Axel Merk | ||
Name:
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Axel Merk | ||
Title:
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President and CIO | ||
THE BANK OF NEW YORK MELLON,
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as Trustee
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By:
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/s/ Phyllis A. Cietek | ||
Name:
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Phyllis A. Cietek | ||
Title:
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Vice President |
1. | Representations, Warranties and Covenants |
2. | Expenses |
3. | Fees |
Third Party Assets
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Fee
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Up to and at $100 million
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No Fee
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Greater than $100 million to $500 million (“Eligible Assets within Breakpoint A”)
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Eligible Assets within Breakpoint A divided by the net assets of the Trust, expressed as a percentage (such number, the “
Revenue Share
”), multiplied by the “
Net Revenue
” (the amount that is determined by multiplying the Quarterly Net Assets by the Sponsor’s Fee set forth in the Registration Statement and then subtracting from that
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Base Rate multiplied by the percentage of Eligible Assets within Breakpoint C multiplied by 70%; (iv) the Base Rate multiplied by the percentage of Eligible Assets within Breakpoint D multiplied by 75%; (v) the Base Rate multiplied by the percentage of Eligible Assets within Breakpoint E multiplied by 85%; (vi) the Base Rate multiplied by the percentage of Eligible Assets within Breakpoint F multiplied by 95%; and (vii) the Base Rate multiplied by the percentage of Eligible Assets within Breakpoint G multiplied by 99%
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4. | Non-Exclusivity; Right of First Refusal; Sponsorship |
5. | Termination; Effect of Early Termination |
6. | Use of Servicemarks During Term |
7. | Indemnification |
8. | Relationship of the Parties |
9. | Miscellaneous |
VAN ECK SECURITIES CORPORATION
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MERK INVESTMENTS LLC
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By:
/s/ Bruce Smith
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By:
/s/ Axel Merk
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Name: Bruce Smith
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Name: Axel Merk
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Title: CFO and Senior Vice President
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Title: President and CIO
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Address:
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Address:
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666 Third Avenue, 9
th
Floor
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332 Pine St Suite 200 San Francisco, CA 94104
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New York, NY 10017
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Fax No.:
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Fax No.:
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E-mail:
bsmith@vaneck.com
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E-mail:
agm@merkinvestments.com
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1.
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Trust administration
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2.
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Transfer agency for the Shares
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3.
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Custody
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4.
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Expenses payable to Foreside Fund Services, LLC for services on behalf of the Trust
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5.
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NYSE Arca listing fees associated with the Trust
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6.
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IOPV calculation fees
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7.
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Regulatory filing fees and associated out of pocket expenses (such as, Edgarization and transcription services)
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8.
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Financial Audit fees
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9.
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Tax preparation fees
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10.
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Physical gold audit fees
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11.
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Legal fees of the Trust up to $100,000 paid for by the sponsor of the Trust
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12.
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Printing fees, as applicable
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13.
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SEC and FINRA fees incurred to register and offer Shares in excess of $750 million
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14.
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Direct expenses incurred in connection with online marketing and other external marketing efforts, including fees charged by consultants or other service providers, as applicable, and excluding internal costs such as salaries and benefits of marketing personnel
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15.
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Webinar fees charged by third party service providers
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16.
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Market maker/liquidity fees
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17.
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Without respect to the validity of the Patent, the licensing fee pursuant to the Patent License Agreement
1
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1.
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Commissions for wholesalers
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2.
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Internal website development expenses
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3.
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Internal marketing expenses (e.g., expenses attributable to the development, review and approval of Marketing Materials)
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4.
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Client servicing expenses to the extent not performed by a third party (i.e., a party other than Merk or its affiliates)
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