UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 30, 2018

 

ABERDEEN STANDARD GOLD ETF TRUST

(Exact name of registrant as specified in its charter)

 

New York
(State or other jurisdiction of incorporation)

 

001-34441       26-4587209
(Commission File Number)       (IRS Employer Identification No.)

 

c/o Aberdeen Standard Investments ETFs Sponsor LLC

712 Fifth Avenue, 49th Floor

New York, NY

10019
(Address of Principal Executive Offices) (Zip Code)

 

(844) 383-7289
(Registrant’s telephone number, including area code)

 

N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

     
 

 
Item 1.01 Entry into a Material Definitive Agreement.

Depositary Trust Agreement

On November 30, 2018, Aberdeen Standard Investments ETFs Sponsor LLC, the Sponsor of the Trust (the “Sponsor”), entered into an Amendment to the Depositary Trust Agreement with The Bank of New York Mellon, in its capacity as Trustee of the Trust (the “DTA Amendment”). The DTA Amendment reflects the reduction in the annualized fee rate payable by the Trust to the Sponsor for its services from 0.39% of the Adjusted Net Asset Value (as defined in the Trust Agreement) of the Trust to 0.17% of the Adjusted Net Asset Value of the Trust, effective December 1, 2018 (the “Fee Reduction”), as approved and directed by the Sponsor on behalf of the Trust.

The foregoing description of the DTA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the DTA Amendment, which is filed as Exhibit 4.1 to this report and is incorporated by reference herein.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 1.01 relating to the Depositary Trust Agreement dated September 1, 2009, as amended (the “Trust Agreement”), is incorporated by reference herein.

 

Item 8.01 Other Events.

On December 3, 2018, Aberdeen Standard Investments issued a press release announcing the Fee Reduction, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 4.1

Amendment to the Depositary Trust Agreement dated November 30, 2018

 

Exhibit 99.1

Press Release dated December 3, 2018

 

 

     
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ABERDEEN STANDARD GOLD ETF TRUST
   
  By: Aberdeen Standard Investments ETFs Sponsor LLC, Sponsor of the Aberdeen Standard Gold ETF Trust
   
   
Date: December 6, 2018 By: /s/ Andrea Melia  
    Andrea Melia
    Chief Financial Officer and Treasurer*

 

* 

The Registrant is a trust and Ms. Andrea Melia is signing in her capacity as officer of Aberdeen Standard Investments ETFs Sponsor LLC, the Sponsor of the Registrant.

 

 

     

 

 

 

ABERDEEN STANDARD GOLD ETF TRUST 8-K  

 

Exhibit 4.1

SECOND AMENDMENT TO THE

DEPOSITARY TRUST AGREEMENT

OF

ABERDEEN STANDARD GOLD ETF TRUST

This Second Amendment to the Depositary Trust Agreement of the Aberdeen Standard Gold ETF Trust (formerly, ETFS Gold Trust), a New York common law trust (the “ Trust ”), dated as of November 30, 2018 (this “ Amendment ”), is made by and between Aberdeen Standard Investments ETFs Sponsor LLC (formerly, ETF Securities USA LLC), a Delaware limited liability company, as sponsor of the Trust (the “ Sponsor ”), and The Bank of New York Mellon, a New York banking corporation, as the trustee of the Trust (the “ Trustee ”).

WITNESSETH THAT:

WHEREAS, the Sponsor and the Trustee entered into the Depositary Trust Agreement, dated as of September 1, 2009, which created the Trust and which was amended effective as of October 1, 2018 (the “ Agreement ”); and

WHEREAS, pursuant to Section 6.1 of the Agreement, the Sponsor and the Trustee desire to amend the Agreement, effective December 1, 2018, to reduce the annualized fee rate payable by the Trust to the Sponsor for its services from 0.39% of Adjusted Net Asset Value to 0.17% of Adjusted Net Asset Value.

 

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereby agree as follows:

 

1.

Amendment to Section 5.8(a) of the Agreement . The first sentence of Section 5.8(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“The Sponsor is entitled to receive from the Trust, chargeable as an expense of the Trust, a fee for services that will accrue daily and be paid monthly in arrears in the manner provided in Section 4.7(d) at an annualized rate of 0.17% of Adjusted Net Asset Value.”

2.

In accordance with Section 6.1 of the Agreement, the Sponsor hereby certifies to the Trustee that the amendment contemplated by this Amendment does not increase any fees or charges relating to the Trust and does not otherwise prejudice any substantial existing right of the Registered Owners.

3.

The amendment contemplated by this Amendment shall, upon execution of this Amendment by the Sponsor and the Trustee, be effective as of December 1, 2018, and no further action shall be required to make such amendment effective.

  - 1 -  
 

 

 

4.

Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect.

5.

This Amendment shall be interpreted under, and all rights and duties under this Amendment shall be governed by, the internal substantive laws (but not the choice of law rules) of the State of New York.

6.

Except as otherwise specified in this Amendment, or as the context may otherwise require, capitalized terms shall have the meaning ascribed to them in the Agreement.

7.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one and the same instrument. Facsimile and electronic counterpart signatures shall be acceptable and binding.

 

[remainder of page intentionally blank]

 

  - 2 -  
 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

 

 

Aberdeen Standard Investments ETFs Sponsor LLC

(formerly, ETF Securities USA LLC),

as Sponsor

 

 

/s/ Lucia Sitar    
Name: Lucia Sitar  
Title: Vice President  

 

 

 

The Bank of New York Mellon,

as Trustee

 

/s/ Phyllis Cietek    
Name: Phyllis Cietek  
Title: Vice President  

 

 

 

[Signature Page to Second Amendment to Depositary Trust Agreement]

\

 

  - 3 -  

 

ABERDEEN STANDARD GOLD ETF TRUST 8-K

 

Exhibit 99.1

 

PRESS RELEASE

 

 

For immediate release

December 3, 2018

 

ABERDEEN STANDARD INVESTMENTS REDUCES FEE FOR ITS GOLD EXCHANGE TRADED FUND (SGOL)

 

 

Aberdeen Standard Investments has reduced the sponsor fee for the Aberdeen Standard Physical Swiss Gold Shares ETF (NYSE Arca: SGOL) from 0.39% to 0.17%.

 

The fund is one of the largest of its kind with roughly $800 million in assets under management [1] and will celebrate its tenth anniversary next year. It aims to track the performance of the price of gold bullion, less expenses, as a way to offer investors a cost-effective and convenient way to access the precious metal.

 

Aberdeen Standard Investments Head of Exchange Traded Funds, Steven Dunn comments: “This fee reduction will make this fund the lowest cost option for tracking physical gold in the US. One of the reasons that the fund has proved so durable is that we have constantly looked at the best way to make it both competitive and a quality product for our clients. The ETF market is constantly evolving and we will continue to adapt what we do to help meet the needs of our clients.”

 

Aberdeen Standard Investments offers a range of commodity-based ETFs totalling approximately $2.2 billion in assets under managment as of October 31, 2018. It offers a range of funds that track physical prices or share prices of a range of individual or baskets of commodities and precious metals. The firm’s approach is built on understanding investors’ changing needs in order to construct accessible solutions, enabling them to diversify their portfolios beyond traditional asset classes and strategies.

 

Ends

 

Media enquiries:

 

Katie Cowley (US)

+1 215-405-2423

Katie.Cowley@aberdeenstandard.com

 

Guy Nicholls (UK)

+44 (0)20 7463 5809

guy.nicholls@aberdeenstandard.com

 

Notes to editors

●

For more information about the ETFs available in the U.S., call 844-ETFs-BUY (844-383-7289) or visit www.aberdeenstandardetfs.us . 

 

 

 

1

As of 11/27/2018

 

 

     
 

 

PRESS RELEASE

 

 

 

●

Aberdeen Standard Investments has relationships with around 500 financial sponsors across approximately 1000 funds globally.

●

Aberdeen Standard Investments is a leading global asset manager dedicated to creating long-term value for our clients, and is a brand of the investment businesses of Aberdeen Asset Management and Standard Life Investments. 

●

With over 1,000 investment professionals we manage US$735.5 billion* of assets worldwide. We have clients in 80 countries supported by 50 relationship offices. This ensures we are close to our clients and the markets in which they invest.

●

We are high-conviction, long-term investors who believe teamwork and collaboration are the key to delivering repeatable, strong investment performance. We are resolute in our commitment to active asset management.

●

Aberdeen Standard Investments is the asset management business of Standard Life Aberdeen plc, one of the world’s largest investment companies.

●

Standard Life Aberdeen plc is headquartered in Scotland. It has around 1.2 million shareholders and is listed on the London Stock Exchange. The Standard Life Aberdeen group was formed by the merger of Standard Life plc and Aberdeen Asset Management PLC on August 14, 2017.

 

*Standard Life Aberdeen AUM as of June 30, 2018.

 

Important Information

 

The Aberdeen Standard Silver ETF Trust, Aberdeen Standard Gold ETF Trust, Aberdeen Standard Platinum ETF Trust, Aberdeen Standard Palladium ETF Trust and Aberdeen Standard Precious Metals Basket ETF Trust are not investment companies registered under the Investment Company Act of 1940 or a commodity pool for purposes of the Commodity Exchange Act. Shares of the Trusts are not subject to the same regulatory requirements as mutual funds. These investments are not suitable for all investors. Trusts focusing on a single commodity generally experience greater volatility.

 

Aberdeen Standard Investments is a brand of the investment businesses of Aberdeen Asset Management and Standard Life Investments. In the United States, Aberdeen Standard Investments is the marketing name for the following affiliated, registered investment advisers: Aberdeen Asset Management Inc., Aberdeen Asset Managers Ltd., Aberdeen Standard Investments ETFs Advisors LLC , Aberdeen Standard Investments Australia Limited (formerly known as Aberdeen Asset Management Ltd.), Aberdeen Standard Investments (Asia) Limited (formerly known as Aberdeen Asset Management Asia Ltd.), Aberdeen Asset Capital Management, LLC, Standard Life Investments (Corporate Funds) Ltd., and Standard Life Investments (USA) Ltd.

 

ALPS Distributors, Inc. is the marketing agent for Aberdeen Standard Silver ETF Trust, Aberdeen Standard Gold ETF Trust, Aberdeen Standard Platinum ETF Trust, Aberdeen Standard Palladium ETF Trust  ​and the Aberdeen Standard Precious Metals Basket ETF Trust. ALPS Distributors, Inc. is the distributor for the Aberdeen Standard Investments ETFs.

Risk Warnings : Exchange traded securities may or may not be suitable for a particular investor. The price of exchange traded securities may go up or down and an investor may not get back the amount invested. Exchange traded securities are priced in either US dollars or Euros and the value of the investment in other currencies will be affected by exchange rate movements. To the extent exchange traded securities are traded in other currencies, their value may also be affected by exchange rate movements. Futures trading is speculative and may result in losses. Past performance is not necessarily indicative of future results.

 

     
 

 

PRESS RELEASE

 

 

 

Restricted Investors : The distribution of the prospectus and the offering, sale and delivery of exchange traded securities in certain jurisdictions may be restricted by law. Any subscription for exchange traded securities should be made on the basis of the prospectus.

Disclaimer : Any investment in exchange traded securities carries with it certain risks, including those risks set out in the prospectus. You should obtain your own independent financial, taxation and legal advice before making any decisions about an investment in exchange traded securities. This information is not an offer for exchange traded securities and should not be used as the basis for any investment decision.

Diversification does not eliminate the risk of experiencing investment losses.

 

Commodities generally are volatile and are not suitable for all investors. This material must be accompanied or preceded by the prospectus. Carefully consider each Trust’s investment objectives, risk factors, and fees and expenses before investing. Please click here or visit, www.aberdeenstandardetfs.us, to view the prospectus.

This information does not constitute financial product advice.

 

Steven Dunn is a registered representative of ALPS Distributors, Inc.

 

There are risks associated with investing including possible loss of principal.

 

ALPS is not affiliated with Aberdeen Standard Investments.

Ref: US-261118-77734-1

ETF001343 12/1/2019