FWP 1 p713160fwp.htm 1 p713160fwp.htm
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-211858
July 14, 2016
 
 
 07/2016
 
 
 
 
 
 
BMO
GOLDRs ®
Client Booklet
 
 
 
Summary
 
BMO GOLDRs®, or Gold Deposit Receipts, are registered securities with the  U.S. Securities and Exchange Commission (the “SEC”) and are DTC-eligible.
 
The Vaulted Gold Bullion Trust (the “Trust”) issues Gold Deposit Receipts, representing  an undivided  beneficial  ownership  in a fixed quantity of unencumbered, allocated, physical gold bullion (“Gold Bullion”).  The Gold Bullion is held for the benefit of holders of Gold Deposit Receipts in an account operated by Bank of Montreal (“BMO”) at the Royal Canadian Mint (the “Mint”). The Bank of New York Mellon is the trustee of the Trust.
 
The objective  of the Trust is to provide a secure and convenient way for investors to make an investment in Gold Bullion on a spot basis. As a result, at any given time, the value of the Gold Deposit Receipts is intended  to reflect the spot price of gold held by the Trust. The Trust is not actively managed. The Trust does not engage in any activities designed to obtain a profit from, or to prevent losses caused by, changes in the spot price of gold. The Trust uses all proceeds, less a deposit fee of 2%, from the sale of Gold Deposit Receipts to purchase a fixed quantity of Gold Bullion that corresponds to the then outstanding  Gold Deposit Receipts and holds it in an account that is operated by BMO at the Mint.
 
The Trust is offering to the public on a continuous basis three classes of Gold Deposit  Receipts: Class A Gold Deposit  Receipts; Class F Gold Deposit  Receipts; and Class F-1 Gold Deposit  Receipts. The only difference  among these classes of Gold Deposit Receipts relates to the sales & distribution fee applicable to each class. BMO Capital Markets Corp. will act as the underwriter for the sale of Gold Deposit Receipts. BMO Capital Markets Corp. will enter into dealer agreements with certain third parties that are registered broker-dealers, or banks or trust companies regulated by the Office of the Comptroller of the Currency and/or one or more state banking regulators that are either direct or indirect DTC participants (an “Authorized Participant”). Holders of Gold Deposit Receipts may elect to redeem  their Gold Deposit Receipts, as further  described in the prospectus, for physical gold or exchange their Gold Deposit Receipts for cash either through an Authorized Participant or through a registered broker-dealer or similar entity that is not an Authorized Participant.
 
Physical gold will be delivered only in authorized “delivery  states.” BMO may suspend redemptions  from time to time, in its sole discretion, due to the occurrence of market disruption, force majeure or other events. The Trust may terminate  under certain circumstances discussed in the prospectus. If a termination  event occurs, BMO will sell the Gold Bullion, and will deliver to you the resulting proceeds as promptly  as practicable after the termination event occurs.
 
The Trust is not an investment company registered under the Investment Company Act of 1940. The Trust is not a commodity pool for purposes of the Commodity Exchange Act, and BMO, as the initial depositor, is not subject to regulation by the Commodity Futures Trading Commission as a commodity pool, or a commodity  trading advisor. The Trust will comply with certain reduced reporting requirements.
 
Gold Deposit Receipts are neither interests in, nor obligations of, BMO, as the initial depositor, or The Bank of New York Mellon, as trustee.
 
The Gold Deposit Receipts will not be listed or traded on any securities exchange and are continuously offered through BMO Capital Markets Corp., acting as underwriter.
 
BMO Capital Markets Corp. will act as the underwriter of this continuous offering, purchasing, on a principal basis, Gold Deposit Receipts when issued by the Trust and reselling the Gold Deposit Receipts to Authorized Participants.
 
Under no circumstances may any purchase of the Gold Deposit Receipts be made with borrowed funds or leverage from, or on margin provided by, an Authorized Participant.
   
 
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Investor Considerations
 
Investing in Gold Deposit Receipts involves significant risks. An investment in the Gold Deposit Receipts represents an investment in gold, which may not be appropriate for all investors. You should consider carefully the risks discussed below and under “Risk Factors” in the prospectus before making an investment in the Gold Deposit Receipts.
 
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The Trust has no history of operations and BMO and its management  has a limited history of operating investment vehicles similar to the Trust.
 
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The value of the Gold Deposit Receipts relates directly to the value of the Gold Bullion held by the Trust and fluctuations in the price of gold could materially adversely affect an investment in the Gold Deposit Receipts.

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The value of Gold Bullion is not guaranteed, which may cause your investment in the Gold Deposit Receipts to be volatile.

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Disruptions in trading may materially adversely affect the value of the Gold Deposit Receipts.

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The Trust is a passive investment vehicle. This means that the value of the Gold Deposit Receipts may be adversely affected by Trust losses that, if the Trust had been actively managed, it might have been possible to avoid.

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Because the Trust holds solely Gold Bullion, an investment in the Trust may be more volatile than an investment in a more broadly diversified portfolio. Activities in the gold market could affect your investment in the Gold Deposit Receipts.

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The Trust may be required to terminate and liquidate at a time that is disadvantageous to holders of Gold Deposit Receipts.

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The Trust may postpone, suspend or reject redemption requests in certain circumstances, which may limit the ability of a holder of Gold Deposit Receipts to obtain liquidity.

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The Trust may suspend redemptions or purchases of Gold Deposit Receipts for cash at any time as a result of suspensions in the purchase of Gold Bullion by BMO.

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A redemption or sale notice by a holder is irrevocable.

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The fees and expenses charged to holders may change.

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Holders do not have the statutory rights enjoyed by investors in a corporation.

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The Trust does not insure its assets and there may not be adequate sources of recovery if its Gold Bullion is lost, damaged, stolen or destroyed. If there is a loss, damage or destruction of the Trust’s Gold Bullion in the custody of the Mint and BMO does not give timely notice, all claims against the Mint will be deemed waived.

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Under Canadian law, the Trust may have limited recourse against the Mint; the Mint may become a private enterprise, in which case its obligations will not constitute the unconditional obligations of the Government of Canada.

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There are potential risks arising to the Trust and the holders of Gold Deposit Receipts from an insolvency event relating to the BMO.

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The Gold Deposit Receipts are not subject to deposit insurance. There is no assurance that holders will be entitled to protection by the Securities Investor Protection Corporation.

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In the event that a holder redeems Gold Deposit Receipts, the Authorized Participant or other broker-dealer that processes that transaction may charge additional fees.
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Holders should consider the applicable tax consequences of an investment in the Gold Deposit Receipts, and indirectly,  in Gold Bullion.
 
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Physical delivery of Gold Bullion is not available in every state, and the states approved for delivery may change at any time.

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Future governmental  decisions may have significant impact on the price of Gold Bullion, which will impact the price of the Gold Deposit Receipts.

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Disruptions in trading may materially adversely affect the Gold Deposit Receipts.

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Crises may motivate large-scale sales of gold which could decrease the price of gold and adversely affect an investment in the Gold Deposit Receipts.

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Purchasing activity in the gold market associated with the delivery of Gold Bullion to the Trust in exchange for Gold Deposit Receipts may cause temporary  increases in the price of gold. This increase may adversely affect an investment in the Gold Deposit Receipts.

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An investment in the Gold Deposit Receipts may be adversely affected by competition from other methods of investing in gold.

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Holders of Gold Deposit Receipts do not have the protections associated with ownership of interests in an investment company registered under the Investment Company Act of 1940 or the protections afforded by the Commodity Exchange Act.

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A request for sale or redemption of a Gold Deposit Receipt is irrevocable.

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Substantial sales of gold by the official sector could adversely affect an investment in the Gold Deposit Receipts.

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A redeeming holder of the Gold Deposit Receipt that suffers loss of, or damage to, its Gold Bullion during delivery will not be able to claim damages from the delivery carrier, BMO, the Trust or the Mint.

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BMO, the Mint and service providers engaged by the Trust may not carry adequate insurance to cover claims against them by the Trust.

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The Trustee and Trust shall have no responsibility or liability for actions taken by BMO or the Mint.

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Changes in laws or regulations may affect the Gold Deposit Receipts and the Gold Bullion.

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Transactions through an Authorized Participant or other broker- dealer are subject to risks related to that Authorized Participant or broker-dealer.

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The Trust is an “emerging  growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Gold Deposit Receipts less attractive  to investors.
 
  
 
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BMO GOLDRs®  Advantages
  
No Annual Fees
 
BMO GOLDRs® carry no annual fees.
 
 
SEC-Registered & DTC-Eligible
 
BMO GOLDRs®  are registered with the SEC and are DTC-eligible. They are designed to be a book-entry solution for investors interested in having their Gold Bullion reflected in a brokerage account without the inconvenience that is typical of a traditional, manual investment in Gold Bullion.
 
BMO GOLDRs®  are not listed or traded on a securities exchange.

 
 
No Tracking Error
 
BMO GOLDRs®  are designed to eliminate price variance from the spot market for Gold Bullion, which may be associated with traditional gold- backed exchange traded products that trade at a discount or premium to net-asset value, or NAV.
No Derivatives
 
The BMO GOLDRs®  Program does not use unallocated gold, gold certificates, exchange traded products, derivatives, financial instruments, or any product that represents encumbered gold.

No Empty Vault Risk
 
BMO GOLDRs®  are designed to eliminate “empty vault risk,” or Gold Bullion lending risk (i.e., the practice of the gold custodian lending, pledging, hypothecating, re-hypothecating or otherwise encumbering any of the investor’s underlying Gold Bullion).

Stored in Canada
 
BMO GOLDRs®  provide a secure and convenient way to purchase Gold Bullion on a spot basis and hold it in an account of BMO at the Royal Canadian Mint in Canada.
 
  
 
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Spot Pricing

Any purchases or sales of each BMO GOLDRs® will be made at the spot price at the time of sale for one troy ounce of Gold Bullion, determined by BMO Capital Markets Corp. using EBS, an offering of BrokerTec (“EBS”), as the source for the spot price of gold, without adjustment or modification, plus a deposit fee of 2% and a sales & distribution fee that will vary according to which class of BMO GOLDRs®  are purchased.

If, for any reason, EBS is not posting spot prices, BMO Capital Markets Corp. will use the spot price reflected by the London Bullion Market Association (PM) Gold Price, an offering  of ICE Benchmark Administration,  as its source for the spot price of gold. BMO Capital Markets Corp. will refer to this source without adjustment or modification.
 

Alternative to Unregulated Storage Programs
 
BMO GOLDRs®  offer an alternative to physical Gold Bullion storage providers or programs that are operated by unregulated entities.
Gold Bullion Not Available To Claims  of Creditors of BMO

BMO GOLDRs®  use a structure which, under Canadian federal law, ensures that the Gold Bullion held by the Trust would not be available to meet the claims of creditors of BMO in the event of any bankruptcy, insolvency or similar event involving BMO.


Delivery  Of As Little As One Ounce

BMO GOLDRs®  are designed to provide investors with an opportunity to request physical delivery for as little as one ounce without the inconvenience or complexity that may be associated with traditional gold-backed exchange traded products.
 
Physical gold delivery will only be available to certain states.  A holder will be required to pay a withdrawal and delivery fee to receive physical gold.
 
 
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BMO GOLDRs® Program Details
 
 
 
Who
Issuer: Vaulted Gold Bullion Trust
 
Trustee: The Bank of New York Mellon
 
Sponsor: Bank of Montreal
 
Underwriter: BMO Capital Markets Corp.
 
Allocated Gold Storage Facility: Royal Canadian Mint in Canada
 
 
  
 
 
 
 
 
 
What
Investment Product: Gold Deposit Receipts
 
Trust Assets: 100% Allocated Gold Bullion
 
Registered under the Securities Act of 1933: Yes
 
DTC-Eligible: Yes
 
CUSIP: 92242D205 (Class A Gold Deposit Receipts)
             92242D304  (Class F Gold Deposit  Receipts)
             92242D403  (Class F-1 Gold Deposit Receipts)
 
ISIN:  US92242D2053  (Class A Gold Deposit Receipts)
          US92242D3044  (Class F Gold Deposit  Receipts)
          US92242D4034  (Class F-1 Gold Deposit Receipts)
 
Actively Managed: No
 
Maturity: Not applicable
 
Coupons: None
 
Dividends: None
 
Physical Delivery Available: Yes, for as little as one ounce to certain states. Contact your financial advisor
 
 
  
More Info  
Website: http://www.bmogold.com
 
SEC Registration Statement: See www.sec.gov; File No. 333-211858
   
 
 
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BMO GOLDRs®  can be purchased and sold by residents (acting through their Authorized Participant or broker-dealer) of any state except Alabama, Arizona or Tennessee.

 
If You Want Physical Delivery:
  
 
Investors, acting through their Authorized Participant or broker-dealer, may ask for physical delivery of their gold. BMO will deliver physical Gold Bullion only to addresses within the United States that are within a state specifically approved by BMO for delivery under the Program (a “Delivery State”).
  
 
 
 
 
 
■  32  States on this map are shaded blue to indicate that they are Delivery States.
  
 
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BMO
GOLDRs®
www.bmogold.com
bmo.gold@bmo.com
 
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer will arrange to send you the prospectus if you request it by calling toll-free 1-844-266-4537 or emailing bmo.gold@bmo.com.

®Registered trade-mark of BMO
 
GOLDRs® is a service mark of BMO