ABERDEEN STANDARD PALLADIUM ETF TRUST 8-K


EXHIBIT 10.2


 


Execution Version


 


THIRD AMENDMENT TO THE


UNALLOCATED ACCOUNT AGREEMENT


OF


ABERDEEN STANDARD PALLADIUM ETF TRUST


(FORMERLY, ETFS PALLADIUM TRUST)


 


This Third Amendment to the
Unallocated Account Agreement (this “Amendment”) of the Aberdeen Standard Palladium ETF Trust (the “Trust”),
dated as of March 11, 2022, 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 December 30, 2009, as amended effective as of October 1, 2018
and December 30, 2019 (the “Agreement”), 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, effective as of March 31, 2022, so as to change the
names of the Trust and the shares issuable by the Trust as follows:


 


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


 


; and to reflect the change
in the name of the Sponsor from “Aberdeen Standard Investments ETFs Sponsor LLC” to “abrdn 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 paragraphs of the preamble are hereby deleted
in their entirety and replaced with the following:



 


		(1)	JPMORGAN CHASE BANK, N.A, whose principal place of business in England is at 25 Bank Street,
Canary Wharf, London, E14 5JP (the “Custodian”); and



 






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


 


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


 


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


 


“Trust Agreement” means the
Depositary Trust Agreement of the abrdn Palladium ETF Trust dated on or about December 30, 2009, as amended effective October 1, 2018
and on or about March 31, 2022, and as may be further amended from time to time, between abrdn ETFs Sponsor LLC, as Sponsor, and The Bank
of New York Mellon, as Trustee;


 


(c)          Amendment
to Sections 13.1, 13.2 and 13.3 of the Agreement. Sections 13.1, 13.2 and 13.3 of the Agreement are hereby deleted in their entirety
and replaced with the following:


 


		13.1	Transfer Notices: Subject
                                            to clause 5.1, any Transfer Notice shall be in writing in English and shall be
                                            marked “Urgent – This Requires Immediate Attention” and signed (unless
                                            sent by email) by or on behalf of the party giving it (or its duly authorised representative).
                                            Any Transfer Notice shall be sent either by email or such other authenticated method as may,
                                            from time to time, be agreed between the parties. Any Transfer Notice shall be deemed to
                                            have been given, made or served upon actual receipt by the recipient.



 


		13.2	General Notices: Any
                                            General Notice shall be in writing in English and shall be marked “Urgent – This
                                            Requires Immediate Attention” and shall be signed (unless sent by email) by or on behalf
                                            of the party giving it (or its duly authorised representative). Any General Notice shall
                                            be given, made or served by sending the same by pre-paid registered post (first class if
                                            inland, first class airmail if overseas) or email. Any General Notice sent by pre-paid registered
                                            post shall be deemed to have been received three London/Zurich Business Days in the case
                                            of inland post or seven London/Zurich Business Days in the case of overseas post after dispatch.
                                            Any General Notice sent by email shall be deemed to have been given, made or served upon
                                            actual receipt by the recipient.



 






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		13.3	The addresses and contact
                                            information of the parties for the purposes of clauses 13.1 and 13.2 are:




 


	 	The Custodian:	JPMorgan Chase Bank, N.A.
	 	 	25 Bank Street, Canary Wharf
	 	 	London E14 5JP
	 	 	
    Attention: Bullion Clearing (for Transfer Notices) or

    EMEA Bullion Sales (for General Notices)

	 	 	
    Email: bullion.clearing@jpmorgan.com (for Transfer Notices)

    or EMEA_bullion_sales@jpmorgan.com (for General Notices)

	 	 	 
	 	The Trustee:	The Bank of New York Mellon
	 	 	240 Greenwich Street
	 	 	8th Floor
	 	 	New York, New York 10286
	 	 	Attention: ETF Services 
	 	 	Telephone: (212) 815-2698
	 	 	Email: etfcsm@bnymellon.com


 


or such other address as shall
have been notified (in accordance with this clause) to the other party hereto. The address and contact information of the Sponsor for
purposes of receiving notices under this Agreement is:


 


arbdn ETFs Sponsor LLC 


c/o abrdn  Inc.


1900 Market Street, Suite 200


Philadelphia, PA 19103 


Attention: Product Governance


Email: ProductGovernanceUS@abrdn.com


 


With a copy to:


 


abrdn ETFs Sponsor LLC 


c/o abrdn  Inc.


712 Fifth Avenue, 49th Floor 


New York, NY 10019 


Attention: Adam Rezak 


Email: adam.rezak@abrdn.com


 






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(d)          Amendment
to Section 15.5 of the Agreement. Section 15.5 of the Agreement is hereby deleted in its entirety and replaced with the following:


 


	 	15.5	Service of Process: Process by which any proceedings are begun may be served on a party by being delivered to the party’s address specified below. This does not affect any right to serve process in another manner permitted by law.


 


Custodian’s Address for
service of process:


 


JPMorgan Chase Bank, N.A. 


25 Bank Street, Canary Wharf


London, E14 5JP


Attention: Jonatan Sherman


Email: jonatan.h.sherman@jpmchase.com


 


Trustee’s Address for service of process:


 


The Bank of New York Mellon


240 Greenwich Street


New York, New York 10286


Attention: Legal Department – Asset Servicing


 


With a copy to:


 


The Bank of New York Mellon 


240 Greenwich Street


8th Floor


New York, New York 10286


Attention: ETF Services


Email: etfcsm@bnymellon.com


 


With a copy to:


 


arbdn ETFs Sponsor LLC


c/o abrdn Inc.


1900 Market Street, Suite 200


Philadelphia, PA 19103


Attention: Product Governance


Email: ProductGovernanceUS@abrdn.com


 


AND


 


abrdn ETFs Sponsor LLC


c/o abrdn Inc.


712 Fifth Avenue, 49th Floor


New York, NY 10019


Attention: Adam Rezak


Email: adam.rezak@abrdn.com


 


		(e)	Amendment to Textual References in the Agreement.



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


 


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


 


(iii)         All
other references to “Aberdeen Standard Investments ETFs Sponsor LLC” in the Agreement are hereby deleted and replaced with
“abrdn 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
March 31, 2022, 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 Trust Agreement, the Sponsor hereby approves of the Trustee entering into this Amendment.


 


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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/ Andrew C. Lovell





 



Name: Andrew C. Lovell


Title: Executive Director 


 


The Bank of New York Mellon,


solely in its capacity as Trustee and not individually


 


/s/ Jeffrey McCarthy





 



Name: Jeffrey McCarthy


Title: Managing Director 


 


abrdn ETFs Sponsor LLC


(formerly, Aberdeen Standard Investments ETFs Sponsor LLC),


solely as to paragraph 7


  


/s/ Lucia Sitar





 



Name: Lucia Sitar


Title: Vice President





 


[Signature Page to Third Amendment to Unallocated
Account Agreement of Aberdeen Standard Palladium ETF Trust]


 






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