abrdn Palladium ETF Trust 8-K, filed Mar 14, 2022
abrdn Palladium ETF Trust (PALL)
About this 8-K
abrdn Palladium ETF Trust filed this 8-K on March 14, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment to Depositary Trust Agreement
On March 8, 2022, abrdn ETFs Sponsor LLC, the sponsor (the “Sponsor”) of the Aberdeen Standard Palladium ETF Trust (the “Trust”), entered into an Amendment (the “Trust Amendment”) to the Depositary Trust Agreement (the “Trust Agreement”) with The Bank of New York Mellon, in its capacity as Trustee of the Trust (the “Trustee”). The Trust Amendment reflects the following changes, effective as of March 31, 2022, as approved and directed by the Sponsor on behalf of the Trust: (1) the changes in the name of the Trust, effective March 31, 2022, from Aberdeen Standard Palladium ETF Trust to abrdn Palladium ETF Trust and the change in the name of the shares issuable by the Trust (the “Shares”), effective March 31, 2022, from Aberdeen Standard Physical Palladium Shares ETF to abrdn Physical Palladium Shares ETF (the “ETF Name Changes”); and (2) the change in the name of the Sponsor from “Aberdeen Standard Investments ETFs Sponsor LLC” to “abrdn ETFs Sponsor LLC,” which occurred on March 1, 2022 (the “Sponsor Name Change”, and collectively with the ETF Name Changes, the “Name Changes”).
The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Trust Amendment, which is filed as Exhibit 4.1 to this report and is incorporated by reference herein.
Amendment to Allocated Account Agreement
On March 11, 2022, the Trustee entered into an Amendment (the “Allocated Account Amendment”) to the Allocated Account Agreement with JPMorgan Chase Bank, N.A., the Trust’s Custodian (the “Custodian”), and the Sponsor (the “Allocated Account Agreement”). The Allocated Account Amendment reflects the following changes, effective as of March 31, 2022, as approved and directed by the Sponsor on behalf of the Trust: (1) the Name Changes; and (2) the addition of a new “Replacement of Bullion” section, which requires that, upon a determination by the Custodian that any Bullion credited to the Allocated Account does not comply with the Rules, the Custodian shall as soon as practical replace such Bullion with Bullion which complies with the Rules. Capitalized terms used but not defined in the preceding sentence shall have the respective meanings ascribed thereto by the Allocated Account Agreement.
The foregoing description of the Allocated Account Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Allocated Account Amendment, which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
Amendment to Unallocated Account Agreement
On March 11, 2022, the Trustee entered into an Amendment (the “Unallocated Account Amendment”) to the Unallocated Account Agreement with the Custodian and the Sponsor (the “Unallocated Account Agreement”). The Unallocated Account Amendment reflects the Name Changes, effective as of March 31, 2022, as approved and directed by the Sponsor on behalf of the Trust.
The foregoing description of the Unallocated Account Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Unallocated Account Amendment, which is filed as Exhibit 10.2 to this report and is incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Depositary Trust Agreement
The information set forth in Item 1.01 relating to the Trust Agreement, is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit 4.1 | Second Amendment to the Depositary Trust Agreement dated March 8, 2022 |
| Exhibit 10.1 | Third Amendment to Allocated Account Agreement dated March 11, 2022 |
| Exhibit 10.2 | Third Amendment to Unallocated Account Agreement dated March 11, 2022 |
| Exhibit 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.
| ABERDEEN STANDARD PALLADIUM ETF TRUST | ||
| By: abrdn ETFs Sponsor LLC, | ||
| Sponsor of the Aberdeen Standard Palladium ETF Trust | ||
| Date: March 14, 2022 | By: | /s/Andrea Melia |
| Andrea Melia | ||
| Chief Financial Officer and Treasurer* | ||
| * | The Registrant is a trust and Ms. Melia is signing in her capacities as officer of abrdn ETFs Sponsor LLC, the Sponsor of the Registrant. |
ABERDEEN STANDARD PALLADIUM ETF TRUST 8-K
EXHIBIT 4.1
Execution Version
SECOND AMENDMENT TO THE
DEPOSITARY TRUST AGREEMENT
OF
ABERDEEN STANDARD PALLADIUM ETF TRUST
This Second Amendment to the Depositary Trust Agreement of the Aberdeen Standard Palladium ETF Trust (formerly, ETFS Palladium Trust), a New York common law trust (the “Trust”), dated as of March 8, 2022 (this “Amendment”), is made by and between abrdn ETFs Sponsor LLC (formerly, Aberdeen Standard Investments ETFs Sponsor LLC and ETFs 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 December 30, 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 as of March 31, 2022, so as to change the names of the Trust and the shares issuable by the Trust as follows:
| Current Name | New Name |
| Aberdeen Standard Palladium ETF Trust | abrdn Palladium ETF Trust |
| Aberdeen Standard Physical Palladium Shares ETF | abrdn Physical Palladium Shares ETF |
; and to reflect the change in the name of the Sponsor from “Aberdeen Standard Investments ETFs Sponsor LLC” to “abrdn ETFs Sponsor LLC”.
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereby agree as follows:
| 1. | (a) Amendment to the Preamble. The first and second recitals of the Agreement are hereby deleted in their entirety and replaced with the following: |
WHEREAS the Sponsor desires to establish a trust to be known as the “abrdn Palladium ETF Trust”, pursuant to the laws of the State of New York; and
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WHEREAS the Sponsor desires to establish the terms on which Palladium (as herein defined) may be deposited in the trust and provide for the creation of abrdn Physical Palladium Shares ETF in Baskets (as herein defined) representing fractional undivided interests in the net assets of the trust and the execution and delivery of the Certificates (as herein defined) evidencing the abrdn Physical Palladium Shares ETF; and
(b) Amendment to Section 1.1 of the Agreement. The defined terms for “Corporate Trust Office,” “Shares,” “Sponsor” and “Trust” in Section 1.1 of the Agreement are hereby deleted in their entirety and replaced with the following:
“Corporate Trust Office” means the office of the Trustee at which its depositary receipt business is administered which is located at 240 Greenwich Street, New York, New York 10286.
“Shares” means abrdn Physical Palladium Shares ETF created under this Agreement, each representing a fractional undivided ownership interest in the net assets of the Trust, which interest shall equal a fraction, the numerator of which is 1 and the denominator of which is the total number of Shares outstanding.
“Sponsor” means abrdn ETFs Sponsor LLC, a Delaware limited liability company, or its successor.
“Trust” means the abrdn Palladium ETF Trust, the trust entity created by this Agreement.
(c) Amendment to Section 2.1(a) of the Agreement. The last sentence of Section 2.1(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
The trust created by this Agreement shall be known as the “abrdn Palladium ETF Trust.”
(d) Amendment to Section 7.5 of the Agreement. Section 7.5 of the Agreement is hereby deleted in its entirety and replaced with the following:
Section 7.5 Notices.
(a) All notices given under this Agreement must be in writing.
(b) Any and all notices to be given to the Trustee or the Sponsor shall be deemed to have been duly given (i) when it is actually delivered by a messenger or recognized courier service, (ii) five days after it is mailed by registered or certified mail, postage paid or (iii) when receipt of an email transmission is acknowledged via a return receipt or receipt confirmation as requested by the original transmission, in each case to or at the address set forth below:
To the Trustee:
The Bank of New York Mellon
240 Greenwich Street
8th Floor
New York, New York 10286
Attention: ETF Services
Telephone: (212) 815-2698
Email: etfcsm@bnymellon.com
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or any other place to which the Trustee may have transferred its Corporate Trust Office with notice to the Sponsor.
To the Sponsor:
arbdn ETFs Sponsor LLC
c/o abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
Attention: Product Governance
Email: ProductGovernanceUS@abrdn.com
With a copy to:
abrdn ETFs Sponsor LLC
c/o abrdn Inc.
712 Fifth Avenue, 49th Floor
New York, NY 10019
Attention: Adam Rezak
Email: adam.rezak@abrdn.com
or any other place to which the Sponsor may have transferred its principal office with notice to the Trustee.
(c) Any and all notices to be given to a Registered Owner shall be deemed to have been duly given (i) when actually delivered by messenger or a recognized courier service, (ii) when mailed, postage prepaid or (iii) when sent by facsimile or e-mail transmission confirmed by letter, in each case at or to the address of such Registered Owner as it appears on the transfer books of the Trustee, or, if such Registered Owner shall have filed with the Trustee a written request that any notice or communication intended for such Registered Owner be delivered to some other address, at the address designated in such request, provided that, if the Registered Owner is DTC, notices may be given to the Registered Owner in any manner consistent with the rules of DTC as they may exist from time to time. Notices to Beneficial Owners shall be delivered to Authorized Participants and DTC Participants designated by DTC or any successor Depository.
(e) Amendment to Section 7.6 of the Agreement. The reference to “Katten Muchin Rosenman LLP, located at 575 Madison Avenue, New York, New York 10022” in Section 7.6 of the Agreement is hereby deleted in its entirety and replaced with the following:
Dechert LLP, located at Three Bryant Park, 1095 6th Ave, New York, New York 10036
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(f) Amendments to Exhibit A of the Agreement.
(i) The last two sentences of the first paragraph which follows the caption for the form of Certificates evidencing Shares set forth in Exhibit A of the Agreement are hereby deleted in their entirety and replaced with the following:
The Trustee’s Corporate Trust Office and the Trustee’s principal executive office are each located at 240 Greenwich Street, New York, New York 10286.
(ii) The last sentence set forth in Exhibit A of the Agreement is hereby deleted in its entirety and replaced with the following:
THE TRUSTEE’S CORPORATE TRUST OFFICE ADDRESS IS
240 GREENWICH STREET, NEW YORK, NEW YORK 10286.
| (g) | Amendment to Textual References in the Agreement. |
(i) All other references to “Aberdeen Standard Palladium ETF Trust” in the Agreement are hereby deleted and replaced with “abrdn Palladium ETF Trust.”
(ii) All other references to “Aberdeen Standard Physical Palladium Shares ETF” in the Agreement are hereby deleted and replaced with “abrdn Physical Palladium Shares ETF.”
(iii) All other references to “Aberdeen Standard Investments ETFs Sponsor LLC” in the Agreement are hereby deleted and replaced with “abrdn ETFs Sponsor LLC.”
2. In accordance with Section 6.1 of the Agreement, the Sponsor hereby certifies to the Trustee that the amendments contemplated by this Amendment do not impose or increase any fees or charges relating to the Trust and do not otherwise prejudice any substantial existing right of the Registered Owners.
3. The amendments contemplated by this Amendment shall, upon execution of this Amendment by the Sponsor and the Trustee, be effective as of March 31, 2022, and no further action shall be required to make such amendments effective.
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]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.
abrdn ETFs Sponsor LLC
(formerly, Aberdeen Standard Investments ETFs Sponsor LLC),
as Sponsor
/s/ Lucia Sitar
Name: Lucia Sitar
Title: Vice President
The Bank of New York Mellon,
as Trustee
/s/ Jeffrey McCarthy
Name: Jeffrey McCarthy
Title: Managing Director
[Signature Page to Second Amendment to Depositary Trust Agreement]
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ABERDEEN STANDARD PALLADIUM ETF TRUST 8-K
EXHIBIT 10.1
Execution Version
THIRD AMENDMENT TO THE
ALLOCATED ACCOUNT AGREEMENT
OF
ABERDEEN STANDARD PALLADIUM ETF TRUST
(FORMERLY, ETFS PALLADIUM TRUST)
This Third Amendment to the Allocated Account Agreement (this “Amendment”) of the Aberdeen Standard Palladium ETF Trust (the “Trust”), dated as of March 11, 2022, is made by and between JPMorgan Chase Bank, N.A., as the custodian of the Trust (the “Custodian”), and The Bank of New York Mellon, a New York banking corporation, as the trustee of the Trust (the “Trustee”).
WITNESSETH THAT:
WHEREAS, the Custodian and the Trustee are parties to the Allocated Account Agreement, dated as of December 30, 2009, as amended effective as of October 1, 2018 and December 30, 2019 (the “Agreement”), which established an allocated palladium account in the Trustee’s name for the Trust; and
WHEREAS, pursuant to Section 15.5 of the Agreement, the Custodian and the Trustee desire to amend the Agreement, effective as of March 31, 2022, so as to change the names of the Trust and the shares issuable by the Trust as follows:
| Current Name | New Name |
| Aberdeen Standard Palladium ETF Trust | abrdn Palladium ETF Trust |
| Aberdeen Standard Physical Palladium Shares ETF | abrdn Physical Palladium Shares ETF |
; and to reflect the change in the name of the Sponsor from “Aberdeen Standard Investments ETFs Sponsor LLC” to “abrdn ETFs Sponsor LLC”.
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereby agree as follows:
| 1. | (a) Amendment to the Preamble. The first and second paragraphs of the preamble are hereby deleted in their entirety and replaced with the following: |
| (1) | JPMORGAN CHASE BANK, N.A, whose principal place of business in England is at 25 Bank Street, Canary Wharf, London, E14 5JP (the “Custodian”); and |
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| (2) | THE BANK OF NEW YORK MELLON, a New York banking corporation, solely in its capacity as trustee of the abrdn Palladium ETF Trust created under the Trust Agreement identified below and not individually (the “Trustee”), which expression shall, wherever the context so admits, include the named Trustee and all other persons or companies for the time being the trustee or trustees of the Trust Agreement (as defined below) as trustee for the Shareholders (as defined below). |
(b) Amendment to Section 1.1 of the Agreement. The defined terms for “Shares,” “Sponsor,” “Trust” and “Trust Agreement” in Section 1.1 of the Agreement are hereby deleted in their entirety and replaced with the following:
“Shares” means the units of fractional undivided beneficial interest in and ownership of the Trust which are issued by the Trust, named “abrdn Physical Palladium Shares ETF” and created pursuant to and constituted by the Trust Agreement;
“Sponsor” means abrdn ETFs Sponsor LLC, its successors and assigns and any successor Sponsor appointed pursuant to the Trust Agreement;
“Trust” means the abrdn Palladium ETF Trust formed pursuant to the Trust Agreement;
“Trust Agreement” means the Depositary Trust Agreement of the abrdn Palladium ETF Trust dated on or about December 30, 2009, as amended effective October 1, 2018 and on or about March 31, 2022, and as may be further amended from time to time, between abrdn ETFs Sponsor LLC, as Sponsor, and The Bank of New York Mellon, as Trustee;
(c) Amendment to Section 7 of the Agreement. The following new Section 7.5 is added to Section 7 of the Agreement:
| 7.5 | Replacement of Bullion: Upon a determination by the Custodian that any Bullion credited to the Allocated Account does not comply with the Rules, the Custodian shall as soon as practical replace such Bullion with Bullion which complies with the Rules. The Custodian shall not start the foregoing replacement process on a particular London Business Day unless it is reasonably sure that such replacement process can be started and completed in the same London Business Day. The Custodian shall notify the Trustee as soon as practicable on the London Business Day (but no later than the end of business on such London Business Day) when the Custodian effects such replacement and Bullion has been credited to the Allocated Account in accordance with the above instructions. The cost of any such replacement shall be borne by the Custodian. |
(d) Amendment to Sections 14.1, 14.2 and 14.3 of the Agreement. Sections 14.1, 14.2 and 14.3 of the Agreement are hereby deleted in their entirety and replaced with the following:
| 14.1 | Transfer Notices: Subject to clause 5.1, any Transfer Notice shall be in writing in English and shall be marked “Urgent – This Requires Immediate Attention” and signed (unless sent by email) by or on behalf of the party giving it (or its duly authorised representative). Any Transfer Notice shall be sent either by email or such other authenticated method as may, from time to time, be agreed between the parties. Any Transfer Notice shall be deemed to have been given, made or served upon actual receipt by the recipient. |
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| 14.2 | General Notices: Any General Notice shall be in writing in English and shall be marked “Urgent – This Requires Immediate Attention” and shall be signed (unless sent by email) by or on behalf of the party giving it (or its duly authorised representative). Any General Notice shall be given, made or served by sending the same by pre-paid registered post (first class if inland, first class airmail if overseas) or email. Any General Notice sent by pre-paid registered post shall be deemed to have been received three London/Zurich Business Days in the case of inland post or seven London/Zurich Business Days in the case of overseas post after dispatch. Any General Notice sent by email shall be deemed to have been given, made or served upon actual receipt by the recipient. |
| 14.3 | The addresses and contact information of the parties for the purposes of clauses 14.1 and 14.2 are: |
| The Custodian: | JPMorgan Chase Bank, N.A. | |
| 25 Bank Street, Canary Wharf | ||
| London E14 5JP | ||
|
Attention: Bullion Clearing (for Transfer Notices) or EMEA Bullion Sales (for General Notices) | ||
|
Email: bullion.clearing@jpmorgan.com (for Transfer Notices) or EMEA_bullion_sales@jpmorgan.com (for General Notices) | ||
| The Trustee: | The Bank of New York Mellon | |
| 240 Greenwich Street | ||
| 8th Floor | ||
| New York, New York 10286 | ||
| Attention: ETF Services | ||
| Telephone: (212) 815-2698 | ||
| Email: etfcsm@bnymellon.com |
or such other address as shall have been notified (in accordance with this clause) to the other party hereto. The address and contact information of the Sponsor for purposes of receiving notices under this Agreement is:
arbdn ETFs Sponsor LLC
c/o abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
Attention: Product Governance
Email: ProductGovernanceUS@abrdn.com
With a copy to:
abrdn ETFs Sponsor LLC
c/o abrdn Inc.
712 Fifth Avenue, 49th Floor
New York, NY 10019
Attention: Adam Rezak
Email: adam.rezak@abrdn.com
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(e) Amendment to Section 16.4 of the Agreement. Section 16.4 of the Agreement is hereby deleted in its entirety and replaced with the following:
| 16.4 | Service of Process: Process by which any proceedings are begun may be served on a party by being delivered to the party’s address specified below. This does not affect any right to serve process in another manner permitted by law. |
Custodian’s Address for service of process:
JPMorgan Chase Bank, N.A.
25 Bank Street, Canary Wharf
London, E14 5JP
Attention: Jonatan Sherman
Email: jonatan.h.sherman@jpmchase.com
Trustee’s Address for service of process:
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Attention: Legal Department – Asset Servicing
With a copy to:
The Bank of New York Mellon
240 Greenwich Street
8th Floor
New York, New York 10286
Attention: ETF Services
Email: etfcsm@bnymellon.com
With a copy to:
arbdn ETFs Sponsor LLC
c/o abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
Attention: Product Governance
Email: ProductGovernanceUS@abrdn.com
AND
abrdn ETFs Sponsor LLC
c/o abrdn Inc.
712 Fifth Avenue, 49th Floor
New York, NY 10019
Attention: Adam Rezak
Email: adam.rezak@abrdn.com
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| (f) | Amendment to Textual References in the Agreement. |
(i) All other references to “Aberdeen Standard Palladium ETF Trust” in the Agreement are hereby deleted and replaced with “abrdn Palladium ETF Trust.”
(ii) All other references to “Aberdeen Standard Physical Palladium Shares ETF” in the Agreement are hereby deleted and replaced with “abrdn Physical Palladium Shares ETF.”
(iii) All other references to “Aberdeen Standard Investments ETFs Sponsor LLC” in the Agreement are hereby deleted and replaced with “abrdn ETFs Sponsor LLC.”
2. The amendments contemplated by this Amendment shall, upon execution of this Amendment by the Custodian and the Trustee, be effective as of March 31, 2022, and no further action shall be required to make such amendments effective.
3. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect.
4. This Amendment shall be interpreted under, and all rights and duties under this Amendment shall be governed by, English law.
5. 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.
6. 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.
7. Pursuant to Section 5.5(a) of the Trust Agreement, the Sponsor hereby approves of the Trustee entering into this Amendment.
8. The Custodian shall advise any Sub-Custodians and Zurich Sub-Custodians it may use pursuant to the terms of the Agreement about the change in the names of the Trust and the shares issuable by the Trust and in the name of the Sponsor to be made by this Amendment so that such Sub-Custodians and Zurich Sub-Custodians may update their records accordingly.
[remainder of page intentionally blank]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.
JPMorgan Chase Bank, N.A.,
as Custodian
/s/ Andrew C. Lovell
Name: Andrew C. Lovell
Title: Executive Director
The Bank of New York Mellon,
solely in its capacity as Trustee and not individually
/s/ Jeffrey McCarthy
Name: Jeffrey McCarthy
Title: Managing Director
abrdn ETFs Sponsor LLC
(formerly, Aberdeen Standard Investments ETFs Sponsor LLC),
solely as to paragraph 7
/s/ Lucia Sitar
Name: Lucia Sitar
Title: Vice President
[Signature Page to Third Amendment to Allocated Account Agreement of Aberdeen Standard Palladium ETF Trust]
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ABERDEEN STANDARD PALLADIUM ETF TRUST 8-K
EXHIBIT 10.2
Execution Version
THIRD AMENDMENT TO THE
UNALLOCATED ACCOUNT AGREEMENT
OF
ABERDEEN STANDARD PALLADIUM ETF TRUST
(FORMERLY, ETFS PALLADIUM TRUST)
This Third Amendment to the Unallocated Account Agreement (this “Amendment”) of the Aberdeen Standard Palladium ETF Trust (the “Trust”), dated as of March 11, 2022, is made by and between JPMorgan Chase Bank, N.A., as the custodian of the Trust (the “Custodian”), and The Bank of New York Mellon, a New York banking corporation, as the trustee of the Trust (the “Trustee”).
WITNESSETH THAT:
WHEREAS, the Custodian and the Trustee are parties to the Unallocated Account Agreement, dated as of December 30, 2009, as amended effective as of October 1, 2018 and December 30, 2019 (the “Agreement”), which established an unallocated palladium account in the Trustee’s name for the Trust; and
WHEREAS, pursuant to Section 14.5 of the Agreement, the Custodian and the Trustee desire to amend the Agreement, effective as of March 31, 2022, so as to change the names of the Trust and the shares issuable by the Trust as follows:
| Current Name | New Name |
| Aberdeen Standard Palladium ETF Trust | abrdn Palladium ETF Trust |
| Aberdeen Standard Physical Palladium Shares ETF | abrdn Physical Palladium Shares ETF |
; and to reflect the change in the name of the Sponsor from “Aberdeen Standard Investments ETFs Sponsor LLC” to “abrdn ETFs Sponsor LLC”.
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereby agree as follows:
| 1. | (a) Amendment to the Preamble. The first and second paragraphs of the preamble are hereby deleted in their entirety and replaced with the following: |
| (1) | JPMORGAN CHASE BANK, N.A, whose principal place of business in England is at 25 Bank Street, Canary Wharf, London, E14 5JP (the “Custodian”); and |
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| (2) | THE BANK OF NEW YORK MELLON, a New York banking corporation, solely in its capacity as trustee of the abrdn Palladium ETF Trust created under the Trust Agreement identified below and not individually (the “Trustee”), which expression shall, wherever the context so admits, include the named Trustee and all other persons or companies for the time being the trustee or trustees of the Trust Agreement (as defined below) as trustee for the Shareholders (as defined below). |
(b) Amendment to Section 1.1 of the Agreement. The defined terms for “Shares,” “Sponsor,” “Trust” and “Trust Agreement” in Section 1.1 of the Agreement are hereby deleted in their entirety and replaced with the following:
“Shares” means the units of fractional undivided beneficial interest in and ownership of the Trust which are issued by the Trust, named “abrdn Physical Palladium Shares ETF” and created pursuant to and constituted by the Trust Agreement;
“Sponsor” means abrdn ETFs Sponsor LLC, its successors and assigns and any successor Sponsor appointed pursuant to the Trust Agreement;
“Trust” means the abrdn Palladium ETF Trust formed pursuant to the Trust Agreement;
“Trust Agreement” means the Depositary Trust Agreement of the abrdn Palladium ETF Trust dated on or about December 30, 2009, as amended effective October 1, 2018 and on or about March 31, 2022, and as may be further amended from time to time, between abrdn ETFs Sponsor LLC, as Sponsor, and The Bank of New York Mellon, as Trustee;
(c) Amendment to Sections 13.1, 13.2 and 13.3 of the Agreement. Sections 13.1, 13.2 and 13.3 of the Agreement are hereby deleted in their entirety and replaced with the following:
| 13.1 | Transfer Notices: Subject to clause 5.1, any Transfer Notice shall be in writing in English and shall be marked “Urgent – This Requires Immediate Attention” and signed (unless sent by email) by or on behalf of the party giving it (or its duly authorised representative). Any Transfer Notice shall be sent either by email or such other authenticated method as may, from time to time, be agreed between the parties. Any Transfer Notice shall be deemed to have been given, made or served upon actual receipt by the recipient. |
| 13.2 | General Notices: Any General Notice shall be in writing in English and shall be marked “Urgent – This Requires Immediate Attention” and shall be signed (unless sent by email) by or on behalf of the party giving it (or its duly authorised representative). Any General Notice shall be given, made or served by sending the same by pre-paid registered post (first class if inland, first class airmail if overseas) or email. Any General Notice sent by pre-paid registered post shall be deemed to have been received three London/Zurich Business Days in the case of inland post or seven London/Zurich Business Days in the case of overseas post after dispatch. Any General Notice sent by email shall be deemed to have been given, made or served upon actual receipt by the recipient. |
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| 13.3 | The addresses and contact information of the parties for the purposes of clauses 13.1 and 13.2 are: |
| The Custodian: | JPMorgan Chase Bank, N.A. | |
| 25 Bank Street, Canary Wharf | ||
| London E14 5JP | ||
|
Attention: Bullion Clearing (for Transfer Notices) or EMEA Bullion Sales (for General Notices) | ||
|
Email: bullion.clearing@jpmorgan.com (for Transfer Notices) or EMEA_bullion_sales@jpmorgan.com (for General Notices) | ||
| The Trustee: | The Bank of New York Mellon | |
| 240 Greenwich Street | ||
| 8th Floor | ||
| New York, New York 10286 | ||
| Attention: ETF Services | ||
| Telephone: (212) 815-2698 | ||
| Email: etfcsm@bnymellon.com |
or such other address as shall have been notified (in accordance with this clause) to the other party hereto. The address and contact information of the Sponsor for purposes of receiving notices under this Agreement is:
arbdn ETFs Sponsor LLC
c/o abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
Attention: Product Governance
Email: ProductGovernanceUS@abrdn.com
With a copy to:
abrdn ETFs Sponsor LLC
c/o abrdn Inc.
712 Fifth Avenue, 49th Floor
New York, NY 10019
Attention: Adam Rezak
Email: adam.rezak@abrdn.com
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(d) Amendment to Section 15.5 of the Agreement. Section 15.5 of the Agreement is hereby deleted in its entirety and replaced with the following:
| 15.5 | Service of Process: Process by which any proceedings are begun may be served on a party by being delivered to the party’s address specified below. This does not affect any right to serve process in another manner permitted by law. |
Custodian’s Address for service of process:
JPMorgan Chase Bank, N.A.
25 Bank Street, Canary Wharf
London, E14 5JP
Attention: Jonatan Sherman
Email: jonatan.h.sherman@jpmchase.com
Trustee’s Address for service of process:
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Attention: Legal Department – Asset Servicing
With a copy to:
The Bank of New York Mellon
240 Greenwich Street
8th Floor
New York, New York 10286
Attention: ETF Services
Email: etfcsm@bnymellon.com
With a copy to:
arbdn ETFs Sponsor LLC
c/o abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
Attention: Product Governance
Email: ProductGovernanceUS@abrdn.com
AND
abrdn ETFs Sponsor LLC
c/o abrdn Inc.
712 Fifth Avenue, 49th Floor
New York, NY 10019
Attention: Adam Rezak
Email: adam.rezak@abrdn.com
| (e) | Amendment to Textual References in the Agreement. |
(i) All other references to “Aberdeen Standard Palladium ETF Trust” in the Agreement are hereby deleted and replaced with “abrdn Palladium ETF Trust.”
(ii) All other references to “Aberdeen Standard Physical Palladium Shares ETF” in the Agreement are hereby deleted and replaced with “abrdn Physical Palladium Shares ETF.”
(iii) All other references to “Aberdeen Standard Investments ETFs Sponsor LLC” in the Agreement are hereby deleted and replaced with “abrdn ETFs Sponsor LLC.”
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2. The amendments contemplated by this Amendment shall, upon execution of this Amendment by the Custodian and the Trustee, be effective as of March 31, 2022, and no further action shall be required to make such amendments effective.
3. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect.
4. This Amendment shall be interpreted under, and all rights and duties under this Amendment shall be governed by, English law.
5. 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.
6. 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.
7. Pursuant to Section 5.5(a) of the Trust Agreement, the Sponsor hereby approves of the Trustee entering into this Amendment.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.
JPMorgan Chase Bank, N.A.,
as Custodian
/s/ Andrew C. Lovell
Name: Andrew C. Lovell
Title: Executive Director
The Bank of New York Mellon,
solely in its capacity as Trustee and not individually
/s/ Jeffrey McCarthy
Name: Jeffrey McCarthy
Title: Managing Director
abrdn ETFs Sponsor LLC
(formerly, Aberdeen Standard Investments ETFs Sponsor LLC),
solely as to paragraph 7
/s/ Lucia Sitar
Name: Lucia Sitar
Title: Vice President
[Signature Page to Third Amendment to Unallocated Account Agreement of Aberdeen Standard Palladium ETF Trust]
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