ABERDEEN STANDARD PALLADIUM ETF TRUST 8-K


EXHIBIT 4.1


 


Execution Version


 


SECOND AMENDMENT TO THE


 


DEPOSITARY TRUST AGREEMENT


 


OF


 


ABERDEEN STANDARD PALLADIUM ETF TRUST


 


This Second Amendment to the
Depositary Trust Agreement of the Aberdeen Standard Palladium ETF Trust (formerly, ETFS Palladium Trust), a New York common law trust
(the “Trust”), dated as of March 8, 2022 (this “Amendment”), is made by and between abrdn ETFs Sponsor
LLC (formerly, Aberdeen Standard Investments ETFs Sponsor LLC and ETFs 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 December 30, 2009, which created the Trust and which was amended effective
as of October 1, 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 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 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 “abrdn Palladium ETF Trust”, pursuant to the laws of the State of New York; and


 






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WHEREAS the Sponsor desires to establish
the terms on which Palladium (as herein defined) may be deposited in the trust and provide for the creation of abrdn Physical Palladium
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 abrdn Physical Palladium Shares ETF; and


 


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


 


“Corporate Trust Office” means
the office of the Trustee at which its depositary receipt business is administered which is located at 240 Greenwich Street, New York,
New York 10286.


 


“Shares” means abrdn Physical
Palladium 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 abrdn ETFs
Sponsor LLC, a Delaware limited liability company, or its successor.


 


“Trust” means the abrdn Palladium
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 “abrdn Palladium ETF Trust.”


 


(d)         Amendment
to Section 7.5 of the Agreement. Section 7.5 of the Agreement is hereby deleted in its entirety and replaced with the following:


 


Section 7.5 Notices.


 


(a) All notices given under this Agreement
must be in writing.


 


(b) Any and all notices
to be given to the Trustee or the Sponsor shall be deemed to have been duly given (i) when it is actually delivered by a messenger or
recognized courier service, (ii) five days after it is mailed by registered or certified mail, postage paid or (iii) when receipt of an
email transmission is acknowledged via a return receipt or receipt confirmation as requested by the original transmission, in each case
to or at the address set forth below:


 


To 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


 






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or any other place to which the Trustee
may have transferred its Corporate Trust Office with notice to the Sponsor.


 


To the Sponsor:


 


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


 


or any other place to which the Sponsor
may have transferred its principal office with notice to the Trustee.


(c) Any and all notices
to be given to a Registered Owner shall be deemed to have been duly given (i) when actually delivered by messenger or a recognized courier
service, (ii) when mailed, postage prepaid or (iii) when sent by facsimile or e-mail transmission confirmed by letter, in each case at
or to the address of such Registered Owner as it appears on the transfer books of the Trustee, or, if such Registered Owner shall have
filed with the Trustee a written request that any notice or communication intended for such Registered Owner be delivered to some other
address, at the address designated in such request, provided that, if the Registered Owner is DTC, notices may be given to the Registered
Owner in any manner consistent with the rules of DTC as they may exist from time to time. Notices to Beneficial Owners shall be delivered
to Authorized Participants and DTC Participants designated by DTC or any successor Depository.


 


(e)         Amendment
to Section 7.6 of the Agreement. The reference to “Katten Muchin Rosenman LLP, located at 575 Madison Avenue, New York, New
York 10022” in Section 7.6 of the Agreement is hereby deleted in its entirety and replaced with the following:


 


Dechert LLP, located at Three Bryant Park,
1095 6th Ave, New York, New York 10036


 






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(f)          Amendments
to Exhibit A of the Agreement.


 


(i)          The
last two sentences of the first paragraph which follows the caption for the form of Certificates evidencing Shares set forth in Exhibit
A of the Agreement are hereby deleted in their entirety and replaced with the following:


 


The Trustee’s Corporate Trust
Office and the Trustee’s principal executive office are each located at 240 Greenwich Street, New York, New York 10286.


 


(ii)          The
last sentence set forth in Exhibit A of the Agreement is hereby deleted in its entirety and replaced with the following:


 


THE TRUSTEE’S
CORPORATE TRUST OFFICE ADDRESS IS 


240 GREENWICH STREET,
NEW YORK, NEW YORK 10286.


 


		(g)	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.”


 


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 impose or 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 March
31, 2022, 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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IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the date first set forth above.


 


abrdn ETFs Sponsor LLC


(formerly, Aberdeen Standard Investments ETFs Sponsor LLC),


as Sponsor


 


/s/ Lucia Sitar





 



Name: Lucia Sitar


Title: Vice President 


 


The Bank of New York Mellon,


as Trustee


 


/s/ Jeffrey McCarthy





 



Name: Jeffrey McCarthy


Title: Managing Director





 


[Signature Page to Second Amendment to Depositary
Trust Agreement]


 






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