Aberdeen Standard Palladium ETF Trust S-3


 


Exhibit 10.1


 


SECOND
AMENDMENT TO THE


ALLOCATED
ACCOUNT AGREEMENT


OF


Aberdeen
Standard Palladium ETF Trust 


(formerly,
ETFS PALLADIUM TRUST)


 


This
Second Amendment to the Allocated Account Agreement (this “Amendment”) of the Aberdeen Standard Palladium ETF
Trust (formerly, ETFS Palladium Trust) (the “Trust”), dated as of May 7, 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 December 30, 2009, as amended as of October
1, 2018 (the “Agreement”), which established an allocated palladium 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 (6) 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 January 1, 2020, 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 December 30, 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 / Service Director


 


Aberdeen
Standard Investments ETFs Sponsor LLC 


(formerly,
ETFS Securities USA LLC), 


solely
as to paragraph 7


 


  /s/
Lucia Sitar


 






Name:
Lucia Sitar 


Title:
V.P.


 


[Signature
Page to Second Amendment to Allocated Account Agreement]


 



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