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 1, 2018

 

 

ABERDEEN STANDARD PALLADIUM ETF TRUST

(Exact name of registrant as specified in its charter)

 

New York
(State or other jurisdiction of incorporation)

 

001-34589       26-4733157
(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.

Allocated Account Agreement

Effective October 1, 2018, Aberdeen Standard Investments ETFs Sponsor LLC (the “Sponsor”), as Sponsor of the Aberdeen Standard Palladium ETF Trust (the “Trust”), entered into an Amendment to Allocated Account Agreement with The Bank of New York Mellon, in its capacity as Trustee of the Trust (the “Allocated Account Amendment”). The Allocated Account Amendment reflects the changed name of the Trust from “ETFS Palladium Trust,” the change in name from ETFS Physical Palladium Shares to Aberdeen Standard Physical Palladium Shares ETF (the “Shares”) and the change in name of the Sponsor from ETF Securities USA LLC to Aberdeen Standard Investments ETFs Sponsor LLC (collectively, the “Name Changes”), each as approved and directed by the Sponsor on behalf of the Trust.

The Allocated Account Amendment does not materially affect the rights of the holders of the Shares. No other material changes to the Allocated Account Agreement dated December 30, 2009 were made in connection with the Allocated Account Amendment.

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.

Unallocated Account Agreement

Effective October 1, 2018, the Sponsor entered into an Amendment to Unallocated Account Agreement with The Bank of New York Mellon, in its capacity as Trustee of the Trust (the “Unallocated Account Amendment”). The Unallocated Account Amendment reflects the Name Changes as approved and directed by the Sponsor on behalf of the Trust.

The Unallocated Account Amendment does not materially affect the rights of the holders of the Shares. No other material changes to the Unallocated Account Agreement dated December 30, 2009 were made in connection with the Unallocated Account Amendment.

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 Allocated 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

Effective October 1, 2018, the Sponsor of the Trust entered into an Amendment to 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 Name Changes as approved and directed by the Sponsor on behalf of the Trust.

The Name Changes do not materially affect the rights of the holders of the Shares. No other material changes to the Depositary Trust Agreement dated December 30, 2009, establishing the Trust, were made in connection with the Name Changes.

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 9.01 Financial Statements and Exhibits.

Exhibit 4.1 Amendment to the Depositary Trust Agreement effective October 1, 2018
Exhibit 10.1 Amendment to the Allocated Account Agreement effective October 1, 2018
Exhibit 10.2 Amendment to the Unallocated Account Agreement effective October 1, 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 PALLADIUM ETF TRUST
   
  By: Aberdeen Standard Investments ETFs Sponsor LLC, Sponsor of the Aberdeen Standard Palladium ETF Trust
   
   
Date: October 5, 2018 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 Aberdeen Standard Investments ETFs Sponsor LLC, the Sponsor of the Registrant.

 

 

 

 

 

 

ABERDEEN STANDARD PALLADIUM ETF TRUST 8-K

 

Exhibit 4.1

 

 

 

 

 

 

 

 

 

 

 
 

ABERDEEN STANDARD PALLADIUM ETF TRUST 8-K

 

Exhibit 10.1

 

Execution Version

AMENDMENT TO THE

ALLOCATED ACCOUNT AGREEMENT

OF

ETFS PALLADIUM TRUST

This Amendment to the Allocated Account Agreement (this “ Amendment ”) of the ETFS Palladium Trust (the “ Trust ”), dated as of October 1, 2018, 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 (the “ Agreement ”), dated as of December 30, 2009, 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 so as to change the names of the Trust and the shares issuable by the Trust as follows:

 

Current Name New Name
ETFS Palladium Trust Aberdeen Standard Palladium ETF Trust
ETFS Physical Palladium Shares Aberdeen Standard Physical Palladium Shares ETF

 

; and to reflect the change in the name of the Sponsor from “ETFS Securities USA LLC” to “Aberdeen Standard Investments 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 second paragraph of the preamble is hereby deleted in its entirety and replaced with the following:

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(2)       

THE BANK OF NEW YORK MELLON, a New York banking corporation, solely in its capacity as trustee of the Aberdeen Standard 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 “Aberdeen Standard Physical Palladium Shares ETF” and created pursuant to and constituted by the Trust Agreement;

“Sponsor” means Aberdeen Standard Investments ETFs Sponsor LLC, its successors and assigns and any successor Sponsor appointed pursuant to the Trust Agreement;

“Trust” means the Aberdeen Standard Palladium ETF Trust formed pursuant to the Trust Agreement;

“Trust Agreement” means the Depositary Trust Agreement of the Aberdeen Standard Palladium ETF Trust dated on or about December 30, 2009, as amended on or about October 1, 2018, and as may be further amended from time to time, between Aberdeen Standard Investments ETFs Sponsor LLC, as Sponsor, and The Bank of New York Mellon, as Trustee;

(c)        

Amendment to Section 14.3 of the Agreement . The paragraph entitled “The Sponsor” of Section 14.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

 

The Sponsor:

Aberdeen Standard Investments ETFs Sponsor LLC

c/o Aberdeen Standard Investments

712 Fifth Avenue, 49th Floor

New York, NY 10019

 

(d)

Amendment to Textual References in the Agreement .

(i)

All other references to “ETFS Palladium Trust” in the Agreement are hereby deleted and replaced with “Aberdeen Standard Palladium ETF Trust.”

(ii)        

All other references to “ETFS Physical Palladium Shares” in the Agreement are hereby deleted and replaced with “Aberdeen Standard Physical Palladium Shares ETF.”

(iii)        

All other references to “ETFS Securities USA LLC” in the Agreement are hereby deleted and replaced with “Aberdeen Standard Investments 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 October 1, 2018, 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 Depositary Trust Agreement of the Trust, dated as of December 30, 2009, as amended, 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/ Peter L. Smith    
Name: Peter L. Smith  
Title: Managing Director  
   
   
   
The Bank of New York Mellon,  
solely in its capacity as Trustee and not individually  
   
   
/s/ Phyllis A. Cietek    
Name: Phyllis A. Cietek  
Title: Vice President  
   
   
   
Aberdeen Standard Investments ETFs Sponsor LLC  
(formerly, ETFS Securities USA LLC),  
solely as to paragraph 7  
   
   
/s/ Lucia Sitar    
Name: Lucia Sitar  
Title: Vice President  

 

 

[Signature Page to Amendment to Allocated Account Agreement]

 

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ABERDEEN STANDARD PALLADIUM ETF TRUST 8-K

 

Exhibit 10.2

 

Execution Version

AMENDMENT TO THE

UNALLOCATED ACCOUNT AGREEMENT

OF

ETFS PALLADIUM TRUST

This Amendment to the Unallocated Account Agreement (this “ Amendment ”) of the ETFS Palladium Trust (the “ Trust ”), dated as of October 1, 2018, 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 (the “ Agreement ”), dated as of December 30, 2009, 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 so as to change the names of the Trust and the shares issuable by the Trust as follows:

Current Name New Name
ETFS Palladium Trust Aberdeen Standard Palladium ETF Trust
ETFS Physical Palladium Shares Aberdeen Standard Physical Palladium Shares ETF

 

; and to reflect the change in the name of the Sponsor from “ETFS Securities USA LLC” to “Aberdeen Standard Investments 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 second paragraph of the preamble is hereby deleted in its entirety and replaced with the following:

 

  - 1 -  
 

 

(2)       

THE BANK OF NEW YORK MELLON, a New York banking corporation, solely in its capacity as trustee of the Aberdeen Standard 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 “Aberdeen Standard Physical Palladium Shares ETF” and created pursuant to and constituted by the Trust Agreement;

“Sponsor” means Aberdeen Standard Investments ETFs Sponsor LLC, its successors and assigns and any successor Sponsor appointed pursuant to the Trust Agreement;

“Trust” means the Aberdeen Standard Palladium ETF Trust formed pursuant to the Trust Agreement;

“Trust Agreement” means the Depositary Trust Agreement of the Aberdeen Standard Palladium ETF Trust dated on or about December 30, 2009, as amended on or about October 1, 2018, and as may be further amended from time to time, between Aberdeen Standard Investments ETFs Sponsor LLC, as Sponsor, and The Bank of New York Mellon, as Trustee;

(c)       

Amendment to Section 13.3 of the Agreement . The paragraph entitled “The Sponsor” of Section 13.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

The Sponsor:

Aberdeen Standard Investments ETFs Sponsor LLC
c/o Aberdeen Standard Investments
712 Fifth Avenue, 49 th Floor
New York, NY 10019

(d)       

Amendment to Textual References in the Agreement .

(i)       

All other references to “ETFS Palladium Trust” in the Agreement are hereby deleted and replaced with “Aberdeen Standard Palladium ETF Trust.”

(ii)       

All other references to “ETFS Physical Palladium Shares” in the Agreement are hereby deleted and replaced with “Aberdeen Standard Physical Palladium Shares ETF.”

(iii)       

All other references to “ETFS Securities USA LLC” in the Agreement are hereby deleted and replaced with “Aberdeen Standard Investments 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 October 1, 2018, 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 Depositary Trust Agreement of the Trust, dated as of December 30, 2009, as amended, the Sponsor hereby approves of the Trustee entering into this Amendment.

 

[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/ Peter L. Smith    
Name: Peter L. Smith  
Title: Managing Director  
   
   
   
The Bank of New York Mellon,  
solely in its capacity as Trustee and not individually  
   
   
/s/ Phyllis A. Cietek    
Name: Phyllis A. Cietek  
Title: Vice President  
   
   
   
Aberdeen Standard Investments ETFs Sponsor LLC  
(formerly, ETFS Securities USA LLC),  
solely as to paragraph 7  
   
   
/s/ Lucia Sitar    
Name: Lucia Sitar  
Title: Vice President  

 

[Signature Page to Amendment to Unallocated Account Agreement]

 

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