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 5, 2020
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. |
Amendments to the Allocated Account Agreement and the Unallocated Account Agreement
On June 5, 2020, The Bank of New York Mellon, in its capacity as Trustee of the Aberdeen Standard Gold ETF Trust (the “Trust”), entered into amendments to the Allocated Account Agreement and the Unallocated Account Agreement with JPMorgan Chase Bank, N.A., the Trust’s Custodian, and Aberdeen Standard Investments ETFs Sponsor LLC (the “Sponsor”), the Sponsor of the Trust (the “Custody Amendments”). The Custody Amendments reflect changes to the terms of the Allocated Account Agreement and the Unallocated Account Agreement (each a “Custody Agreement” and together, the “Custody Agreements”) such that each Custody Agreement shall have a term ending December 31, 2021 and will automatically renew for successive one year terms unless otherwise terminated, as approved and directed by the Sponsor on behalf of the Trust. No other material changes to the Custody Agreements were made in connection with the Custody Amendments.
The foregoing description of the Custody Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to the Allocated Account Agreement and the Amendment to the Unallocated Account Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit 10.1 | Amendment to the Allocated Account Agreement dated June 5, 2020 |
| Exhibit 10.2 | Amendment to the Unallocated Account Agreement effective June 5, 2020 |
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 11, 2020 | 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 10.1
THIRD AMENDMENT TO THE
ALLOCATED ACCOUNT AGREEMENT
OF
Aberdeen Standard Gold ETF Trust
(formerly, ETFS GOLD TRUST)
This Third Amendment to the Allocated Account Agreement (this “Amendment”) of the Aberdeen Standard Gold ETF Trust (formerly, ETFS Gold Trust) (the “Trust”), dated as of June 5, 2020, 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 September 1, 2009, as amended as of October 1, 2018 and June 20, 2019 (the “Agreement”), which established an allocated gold 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 to extend the term thereof.
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereby agree as follows:
| 1. | (a) Amendment to Section 13.2 of the Agreement. The first paragraph of Section 13.2 is hereby deleted in its entirety and replaced with the following: |
Term: This Agreement shall have a term ending on December 31, 2021 and, at the end of such term and any subsequent term, shall automatically renew for a term of one year unless terminated by the parties in accordance with this clause 13; provided that during such periods this Agreement may be terminated immediately upon written notice as follows:
(b) For the avoidance of doubt, items (1) through (7) of Section 13.2 remain unchanged.
2.
The amendments contemplated by this Amendment shall, upon execution of this Amendment by the Custodian and the Trustee, be effective as of September 1, 2019, 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.
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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 September 1, 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/ David Nahmanovici | |
| Name: David Nahmanovici | |
| Title: Managing Director |
The Bank of New York Mellon,
solely in its capacity as Trustee and not individually
| /s/ Patrick Griffin | |
| Name: Patrick Griffin | |
| 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 Third Amendment to Allocated Account Agreement]
| -3- |
ABERDEEN STANDARD GOLD ETF TRUST 8-K
Exhibit 10.2
THIRD
AMENDMENT TO THE
UNALLOCATED ACCOUNT AGREEMENT
OF
Aberdeen Standard Gold ETF Trust
(formerly, ETFS GOLD TRUST)
This Third Amendment to the Unallocated Account Agreement (this “Amendment”) of the Aberdeen Standard Gold ETF Trust (formerly, ETFS Gold Trust) (the “Trust”), dated as of June 5, 2020, 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 September 1, 2009, as amended as of October 1, 2018 and June 20, 2019 (the “Agreement”), which established an unallocated gold 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 to extend the term thereof.
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereby agree as follows:
| 1. | (a) Amendment to Section 12.2 of the Agreement. The first paragraph of Section 12.2 is hereby deleted in its entirety and replaced with the following: |
Term: This Agreement shall have a term ending on December 31, 2021 and, at the end of such term and any subsequent term, shall automatically renew for a term of one year unless terminated by the parties in accordance with this clause 12; provided that during such periods this Agreement may be terminated immediately upon written notice as follows:
(b) For the avoidance of doubt, items (1) through (7) of Section 12.2 remain unchanged.
2.
The amendments contemplated by this Amendment shall, upon execution of this Amendment by the Custodian and the Trustee, be effective as of September 1, 2019, 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.
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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 September 1, 2009, as amended, the Sponsor hereby approves of the Trustee entering into this Amendment.
[remainder of page intentionally blank]
| -2- |
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/ David Nahmanovici | |
| Name: David Nahmanovici | |
| Title: Managing Director |
The Bank of New York Mellon,
solely in its capacity as Trustee and not individually
| /s/ Patrick Griffin | |
| Name: Patrick Griffin | |
| 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 Third Amendment to Unallocated Account Agreement]
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