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): June 11, 2019
ABERDEEN STANDARD GOLD ETF TRUST
(Exact name of registrant as specified in its charter)
| New York | 001-34441 | 26-4587209 | ||
| (State or other jurisdiction of incorporation) | (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Aberdeen Standard Physical Gold Shares ETF | SGOL | NYSE Arca |
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 June 11, 2019, Aberdeen Standard Investments ETFs Sponsor LLC, the sponsor (the “Sponsor”) of the Aberdeen Standard Gold ETF Trust (the “Trust”), entered into an Amendment (the “DTA Amendment”) to the Depositary Trust Agreement with The Bank of New York Mellon, in its capacity as Trustee of the Trust (the “Trustee”). The DTA Amendment reflects the following changes, effective as of the close of business on June 20, 2019, as approved and directed by the Sponsor on behalf of the Trust: (1) the addition of London, England as a location where the Trust’s allocated gold may be held by the Trust’s Custodian, JPMorgan Chase Bank, N.A. (the “Custodian”) (the “London Custody Addition”); and (2) the change in the name of the shares issuable by the Trust (the “Shares”) from Aberdeen Standard Physical Swiss Gold Shares ETF to Aberdeen Standard Physical Gold Shares ETF (the “Name Change”).
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.
Amendment to Allocated Account Agreement and Unallocated Account Agreement
On June 11, 2019, Trustee entered into an Amendment to the Allocated Account Agreement and Unallocated Account Agreement with the Custodian (the “Custody Amendment”). The Custody Amendment reflects the London Custody Addition and Name Change, effective as of the close of business on June 11, 2019, as approved and directed by the Sponsor on behalf of the Trust, and amends both the Allocated Account Agreement and the Unallocated Account Agreement.
The foregoing description of the Custody Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Custody Amendment, which is filed as Exhibit 10.1 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 Depositary Trust Agreement dated September 1, 2009, as amended (the “Trust Agreement”), is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit 4.1 | Third Amendment to the Depositary Trust Agreement dated June 11, 2019 |
| Exhibit 10.1 | Amendment to Allocated Account Agreement and Unallocated Account Agreement dated June 11, 2019 |
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: June 13, 2019 | 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 GOLD ETF TRUST 8-K
Exhibit 4.1
THIRD AMENDMENT TO THE
DEPOSITARY TRUST AGREEMENT
OF
ABERDEEN STANDARD GOLD ETF TRUST
This Third 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 June 11, 2019 (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 and November 30, 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 the close of business on June 20, 2019, to: (i) add London as a location where the Trust’s allocated gold may be held; and (ii) to change the name of the shares issuable by the Trust as follows:
| Current Name | New Name |
| Aberdeen Standard Physical Swiss Gold Shares ETF | Aberdeen Standard Physical Gold Shares ETF |
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 recital of the Agreement is hereby deleted in its entirety and replaced with the following: |
WHEREAS the Sponsor desires to establish the terms on which Gold (as herein defined) may be deposited in the trust and provide for the creation of Aberdeen Standard Physical Gold 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 Aberdeen Standard Physical Gold Shares ETF; and
(b)
Amendment to Section 1.1 of the Agreement . The defined terms for “Trust Allocated Account” and “Shares” in Section 1.1 of the Agreement are hereby deleted in their entirety and replaced with the following:
“Trust Allocated Account” shall mean the loco London account or the loco Zurich account maintained for the Trust by the Initial Custodian pursuant to the Trust Allocated Account Agreement, or another account maintained for the Trust by a successor Custodian on an allocated basis, as the case may be.
| - 1 - |
“Shares” means Aberdeen Standard Physical Gold 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.
(c)
Amendment to Section 2.3(a) of the Agreement . The last sentence of Section 2.3(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
Gold must be Delivered to the Custodian by credit to the Trust Unallocated Account only.
(d)
Amendment to Section 5.5 of the Agreement . The following new Section 5.5(d) is hereby added to the Agreement:
(d)
The Trustee shall have no responsibility for, and no lability arising from or connected with, any determination made by the Custodian as to the amount of the Gold balances to be maintained in the loco London account or the loco Zurich account of the Trust Allocated Account or any adjustments to such Gold balances made by the Custodian in connection with any such determination.
(e)
Amendment to Textual References in the Agreement . All other references to “Aberdeen Standard Physical Swiss Gold Shares ETF” in the Agreement are hereby deleted and replaced with “Aberdeen Standard Physical Gold Shares ETF.”
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 increase any fees or charges relating to the Trust and do 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 the close of business on June 20, 2019, and no further action shall be required to make such amendment 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]
| - 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 Third Amendment to Depositary Trust Agreement]
| - 3 - |
ABERDEEN STANDARD GOLD ETF TRUST 8-K
Exhibit 10.1
JPMorgan Chase Bank, N.A., London Branch
25 Bank Street, Canary Wharf
London, E14 5JP
United Kingdom
The Bank of New York Mellon,
as trustee of the Aberdeen Standard Gold ETF Trust (the “ Trust ”)
2 Hanson Place
Brooklyn, New York 11217
June 2019
Dear Sirs:
| 1. | We refer to the Allocated Account Agreement and the Unallocated Account Agreement, each entered into between JPMorgan Chase Bank, N.A. (in its capacity as custodian of the Trust (the “ Custodian ”)) and The Bank of New York Mellon (in its capacity as the trustee of the Trust (the “ Trustee ”)) dated 1 September 2009, as amended from time to time (respectively the “ AAA ” and “ UAA ” and together the “ Agreements ”). This letter serves to amend the Agreements effective as of the close of business on 20 June 2019. Copies of both Agreements are appended to this letter. |
| 2. | Defined terms used in this letter, unless defined in this letter, shall have the same meanings as assigned to those terms in the Agreements. |
| 3. | The name of the shares issuable by the Trust is being changed to Aberdeen Standard Physical Gold Shares ETF. Accordingly, all references to “Aberdeen Standard Physical Swiss Gold Shares ETF” in the Agreements, including, without limitation, such references in the definition of “Shares” in clause 1.1 of each of the Agreements, are deleted and replaced with “Aberdeen Standard Physical Gold Shares ETF.” |
| 4. | The Custodian wishes to provide Bullion custody services to the Trust on both a loco London and loco Zurich basis in accordance with the terms of the Agreements. To accomplish this, both of the Agreements are amended as follows: |
| (a) | The definition of “Allocated Account” in clause 1.1 of each of the Agreements is deleted and replaced with the following: |
“ Allocated Account ” means the loco London allocated Bullion account, number 47328, or the loco Zurich allocated Bullion account, number 40391, each established in the name of the Trustee with the Custodian pursuant to this Agreement.”
| (b) | The first sentence of clause 7.4 of the AAA is deleted and replaced with the following: |
“ Location of Bullion : Subject to and in accordance with clause 8.1 and unless otherwise agreed between the parties, Bullion must be held by the Custodian at its London or Zurich vault premises, or its Zurich Sub-Custodian’s vault premises.”
| (c) | Clause 4.7 of the AAA is deleted and replaced with the following: |
“ Risk: With the exception of any transfer between loco Zurich and loco London made by the Custodian pursuant to clauses 3.2, 4.2, 4.3 or 4.9 of the Unallocated Account Agreement (as amended from time to time), where there is a shipment to or from the Custodian of Bullion, all right, title and risk in and to such Bullion shall pass at the Point of Delivery to the relevant person for whose account the Bullion is being delivered.”
| (d) | Clause 3.2 of the UAA is deleted and replaced with the following: |
“ Loco Designation for Deposits: The Custodian shall receive deposits of Bullion pursuant to clause 3.1 into the Unallocated Account loco Zurich or loco London, provided, however, that (i) the Custodian shall bear all risk and costs, including all insurance costs, relating to any transfers between loco Zurich and loco London made by the Custodian to effect any such deposits and (ii) if a transfer is made pursuant to clause 3.1(c) into the Unallocated Account loco Zurich or loco London, the loco designation shall be the same for the AP Account from which the transfer is made.”
| (e) | Clause 4.2 of the UAA is deleted and replaced with the following: |
“ Loco Designation for Withdrawals: The Custodian shall transfer Bullion from the Unallocated Account loco Zurich or loco London for all withdrawals under clause 4.1, provided, however, that the Custodian shall bear all risk and costs, including all insurance costs, relating to any transfers between loco Zurich and loco London made by the Custodian to effect any such withdrawals.”
| (f) | Clause 4.3 of the UAA is deleted and replaced with the following: |
“ Loco Swaps: In the event that the Custodian receives a loco London or loco Zurich deposit pursuant to clause 3.1(c), the Custodian shall effectuate withdrawals pursuant to clause 4.1(c) by transferring Bullion from the Unallocated Account loco London or loco Zurich to the Allocated Account loco London or loco Zurich, provided, however, that the Custodian shall bear all risk and costs, including all insurance costs, relating to any transfers between loco Zurich and loco London made by the Custodian to effect any such withdrawals.”
| (g) | The last sentence of clause 4.6 of the UAA is deleted and replaced with the following: |
“With the exception of any delivery between loco Zurich and loco London made by the Custodian pursuant to clauses 3.2, 4.2, 4.3 or 4.9, all insurance and transportation costs shall be for the account of the Trust.”
| (h) | Clause 4.7 of the UAA is deleted and replaced with the following: |
“ Risk: With the exception of any transfer between loco Zurich and loco London made by the Custodian pursuant to clauses 3.2, 4.2, 4.3 or 4.9, where there is a shipment to or from the Custodian of Bullion, all right, title and risk in and to such Bullion shall pass at the Point of Delivery to the relevant person for whose account the Bullion is being delivered.”
| (i) | The following new clause 4.9 is added to the UAA: |
“Loco London and Loco Zurich Bullion Balances : The Custodian shall maintain the Bullion balances in the loco London Allocated Account and the loco Zurich Allocated Account at such amounts as will allow for the normal settlement of anticipated Redemption Obligations on a loco London or loco Zurich basis, and the Custodian may from time to time consult with the Sponsor in connection with determining the amounts of such Bullion balances. The Custodian shall bear all risk and costs, including all insurance costs, relating to any transfers between loco Zurich and loco London made by the Custodian in connection with adjusting such Bullion balances to meet such anticipated Redemption Obligations. The Trustee shall have no responsibility for determining or adjusting the Bullion balances for this clause 4.9.”
| 5. | Except as expressly amended by this letter, the Agreements shall remain in full force and effect. |
| 6. | This letter 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. | The Custodian shall advise any Sub-Custodians it may use pursuant to the terms of the Agreements about the change in the name of the shares issuable by the Trust so that such Sub-Custodians may update their records accordingly. |
| 8. | This letter shall be deemed to constitute Amendment No. 2 to the AAA and Amendment No. 2 to the UAA. |
| 9. | This letter shall be construed in accordance with and be governed by the laws of England and Wales. |
| 10. | Please sign and return a copy of this letter to acknowledge your agreement to the amendments to the Agreements. |
Yours faithfully,
/s/ Peter L. Smith
Peter L. Smith
Managing Director
for and on behalf of JPMorgan Chase Bank, N.A.
We agree to the amendments of the Agreements.
Date: 11th June 2019
| /s/ Peter L. Smith | ||
| Signed by: | Peter L. Smith | |
| Managing Director | ||
| for and on behalf of JPMorgan Chase Bank, N.A. | ||
Date: 6/11/2019
| /s/ Phyllis A. Cietek | ||
| Signed by: | Phyllis A. Cietek | |
| Vice President | ||
| for and on behalf of The Bank of New York Mellon, | ||
| as trustee of the Aberdeen Standard Gold ETF Trust | ||
Sponsor Approval
Pursuant to Section 5.5(a) of the Depositary Trust Agreement of the Trust, dated as of September 1, 2009, as amended, Aberdeen Standard Investments ETFs Sponsor LLC, the sponsor of the Trust, hereby approves of the Trustee entering into this letter.
Date: 6/11/2019
| /s/ Lucia Sitar | ||
| Signed by: | Lucia Sitar | |
for and on behalf of Aberdeen Standard Investments ETFs Sponsor LLC,
as the sponsor of the Aberdeen Standard Gold ETF Trust