Aberdeen Standard Gold ETF Trust S-3ASR 


Exhibit 4.1(b)





Execution
Version


AMENDMENT
TO THE


DEPOSITARY
TRUST AGREEMENT


OF


ETFS
GOLD TRUST


This
Amendment to the Depositary Trust Agreement of the ETFS Gold Trust (this “Amendment”), dated as of September
20, 2018, is made by and between Aberdeen Standard Investments ETFs Sponsor LLC (formerly, ETFS Securities USA LLC), a Delaware
limited liability company, as sponsor of the ETFS Gold Trust (the “Sponsor”), and The Bank of New York Mellon,
a New York banking corporation, as the trustee of the ETFS Gold Trust (the “Trustee”).


WITNESSETH
THAT:


WHEREAS,
the Sponsor and the Trustee entered into the Depositary Trust Agreement (the “Agreement”), dated as of September
1, 2009, which created the ETFS Gold Trust (the “Trust”);


WHEREAS,
pursuant to Section 6.1 of the Agreement, the Sponsor 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
    Gold Trust	Aberdeen
    Standard Gold ETF Trust
	ETFS
    Physical Swiss Gold Shares 	Aberdeen
    Standard Physical Swiss Gold 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 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 “Aberdeen Standard Gold ETF Trust”, pursuant to the laws
of the State of New York; and


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 Swiss 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 Swiss Gold Shares ETF; and






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(b)


Amendment to Section 1.1 of the Agreement. The defined terms for “Shares,”
“Sponsor” and “Trust” in Section 1.1 of the Agreement are hereby deleted in their entirety and replaced
with the following:


 


“Shares”
means Aberdeen Standard Physical Swiss 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.


“Sponsor”
means Aberdeen Standard Investments ETFs Sponsor LLC, a Delaware limited liability company, or its successor.


“Trust”
means the Aberdeen Standard Gold 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 “Aberdeen Standard Gold ETF Trust.”


		(d)	Amendment
                                         to Textual References in the Agreement.






(i)


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


(ii)


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


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
amendments contemplated by this Amendment shall, upon execution of this Amendment by the Sponsor and the Trustee, be effective
as of October 1, 2018, 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.


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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.


 





	Aberdeen
Standard Investments ETFs Sponsor LLC	 
	(formerly,
ETFS Securities USA LLC),	 
	as
Sponsor	 
	 	 
	 	 
	/s/ Lucia Sitar	 
	Name:	Lucia Sitar	 
	Title:	V.P.	 



 


 


 


	The
Bank of New York Mellon,	 
	as
Trustee	 
		 
	 	 
	 	 
	/s/
Phyllis A. Cietek	 
	Name:	Phyllis Cietek	 
	Title:	Vice President	 








 





[Signature
Page to Amendment to Depositary Trust Agreement]






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