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.


 


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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.





 


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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