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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): October 24, 2022
 
 
 
iShares® Gold Trust Micro
(Exact name of registrant as specified in its charter)
 
 
New York
001-40521
83-6527686
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
     
     
 
c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, California 94105
Attn: Product Management Team
iShares Product Research & Development
  
 
(Address of principal executive offices)
  
 
Registrant’s telephone number, including area code: (415) 670-2000
 
Not Applicable
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Shares
IAUM
NYSE Arca, Inc.
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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.
 
On October 24, 2022, iShares® Delaware Trust Sponsor LLC (the "Sponsor"), sponsor of iShares Gold Trust Micro (the "Trust"), and The Bank of New York Mellon, in its capacity as trustee of the Trust (the "Trustee"), entered into a First Amendment to the First Amended and Restated Depositary Trust Agreement (the "First Amendment") to reflect the reduction of the Sponsor’s Fee (as defined therein) from 0.15% to 0.09% annually.
 
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which has been filed with this Current Report on Form 8-K as Exhibit 4.1.
 
Additionally, the voluntary waiver of a portion of the Sponsor's Fee currently in place (so that the Sponsor's Fee after the fee waiver noted above will not exceed 0.07%) will now expire June 30, 2027 instead of June 30, 2024.
 
Item 3.03 Material Modification to the Rights of Security Holders.
 
The information set forth in Item 1.01 relating to the First Amendment is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit No.
Description
   
4.1
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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.
 
Date: October 25 , 2022
 
 
iShares Gold Trust Micro* 
     
 
By:
iShares Delaware Trust Sponsor LLC
     
 
By:
/s/ Shannon Ghia
 
Name:
Shannon Ghia
 
Title:
President and Chief Executive Officer
     
     
     
 
   
*
The registrant is a trust. The individual specified above is signing in her capacity as an officer and/or authorized signatory of iShares Delaware Trust Sponsor LLC, the sponsor of the Trust.
 
 
 

Exhibit 4.1

 

 

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED DEPOSITARY TRUST AGREEMENT

 

This FIRST AMENDMENT (this “Amendment”) to the First Amended and Restated Depositary Trust Agreement dated as of January 31, 2022, is entered into as of October 24, 2022, between iSHARES® DELAWARE TRUST SPONSOR LLC, a Delaware limited liability company, as Sponsor, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee.

 

W I T N E S S E T H :

 

WHEREAS the iShares® Gold Trust Micro, a trust created under the laws of the State of New York, is governed by the provisions of the First Amended and Restated Depositary Trust Agreement dated as of January 31, 2022 (the “Depositary Trust Agreement”); and

 

WHEREAS the parties hereto wish to amend the Depositary Trust Agreement as hereinafter set forth.

 

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto hereby agree as follows:

 

ARTICLE 1

 

DEFINITIONS AND RULES OF CONSTRUCTION

 

Section 1.1. Definitions. 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 Depositary Trust Agreement.

 

Section 1.2. Rules of Construction. The Rules of Construction set forth in Section 1.2 of the Depositary Trust Agreement shall apply.

 

ARTICLE 2

 

AMENDMENTS TO THE DEPOSITARY TRUST AGREEMENT

 

Section 2.1. Text of the Amendments. Section 5.8(a) of the Depositary Trust Agreement is hereby deleted in its entirety and replaced with the following:

 

 

(a)

The Sponsor is entitled to receive from the Trust, as an expense of the Trust, a fee for services at an annualized rate of 0.09% of Net Asset Value (the “Sponsor’s Fee”), computed and accrued on a daily basis in the manner instructed by the Sponsor and paid monthly in arrears in U.S. dollars. The Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Sponsor's Fee for such period(s) of time it specifies in a notice of such fee waiver to the Trustee. The Sponsor is under no obligation to waive any portion of its fees hereunder or reimbursements pursuant to Section 5.8(a) and (b), and any such waiver shall create no obligation to waive any such fees or reimbursements during any period not covered by the waiver. Any fee or reimbursement waiver by the Sponsor shall not operate to reduce the Sponsor’s obligations hereunder, including its obligations under Section 5.3(g). The Sponsor may instruct the Trustee from time to time to withhold a portion of the Sponsor’s Fee otherwise payable to the Sponsor and to pay such withheld portion to Persons identified by the Sponsor for the purpose of satisfying certain expenses of the Trust for which the Sponsor is responsible under Section 5.3(g).

 

 

 

ARTICLE 3

 

MISCELLANEOUS

 

Section 3.1. Counterparts; Signatures. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument. Facsimile and electronic signatures shall be acceptable and biding. Copies of this Amendment shall be filed with the Trustee and shall be open to inspection by any Registered Owner during the Trustee’s business hours.

 

 
 

 

Section 3.2. Third-Party Beneficiaries. This Amendment is for the exclusive benefit of the parties hereto and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other Person.

 

Section 3.3. Severability. In case any one or more of the provisions contained in this Amendment should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Amendment shall in no way be affected, prejudiced or disturbed thereby.

 

Section 3.4. Governing Law. This Amendment shall be interpreted under, and all rights and duties under this Agreement shall be governed by, the internal substantive laws (but not the choice of law rules) of the State of New York.

 

Section 3.5.          Certification. The Sponsor hereby certifies to the Trustee that the provisions of this Amendment do not increase any fees or charges relating to the Trust and do not otherwise prejudice any substantial existing right of the Registered Owners or the Beneficial Owners.

 

Section 3.6. Effective Date. The amendments contemplated by this Amendment shall be effective as of October 24, 2022, and no further action is required to make such amendments effective.

 

IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment to the First Amended and Restated Depositary Trust Agreement as of the day and year first set forth above.

 

 

iSHARES® DELAWARE TRUST

SPONSOR LLC, as Sponsor
   

By:

  

/s/ Shannon Ghia

Name:

  

Shannon Ghia

Title:

  

President and Chief Executive Officer
 

THE BANK OF NEW YORK MELLON, as

Trustee
   

By:

  

/s/ Eruch A. Mody

Name:

  

Eruch A. Mody

Title:

  

Director