UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 28, 2024 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Entry into New Allocated and Unallocated Account Agreements with New Custodian
On May 23, 2024, The Bank of New York Mellon (the “Trustee”), in its capacity as Trustee of the abrdn Palladium ETF Trust (the “Trust”), and at the direction of abrdn ETFs Sponsor LLC (the “Sponsor”), the Trust’s Sponsor, entered into an Allocated Account Agreement and Unallocated Account Agreement (collectively, the “New Custody Agreements”) with ICBC Standard Bank Plc (the “New Custodian”) providing for the custody of the Trust’s palladium by the New Custodian. Copies of the New Custody Agreements are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and are incorporated by reference herein.
Amendment to Depositary Trust Agreement
On May 23, 2024, the Sponsor entered into an Amendment (the “Trust Amendment”) to the Depositary Trust Agreement (the “Trust Agreement”) with the Trustee. The Trust Amendment reflects the following changes, effective as of June 18, 2024, as approved and directed by the Sponsor on behalf of the Trust: (1) the amendment of the definition of “Benchmark Price” to mean, “as of any day, (i) such day’s LBMA Palladium Price PM or such day’s LBMA Palladium Price AM if such day’s LBMA Palladium Price PM is not available; or (ii) such other publicly available price which is reasonably available to the Trustee at no cost to the Trustee and which the Sponsor may determine fairly represents the commercial value of palladium held by the Trust and instructs the Trustee to use as the Benchmark Price”; (2) the deletion and replacement of the defined term for “London PM Fix” with the defined term “LBMA Palladium Price PM”, which means “the price of a troy ounce of palladium as determined by the LME, the third party administrator of the London palladium price selected by the LBMA, or any successor administrator of the London palladium price, at or about 2:00 p.m. London, England time”; and (3) the addition of the new definition for “LBMA Palladium Price AM” which means “the price of a troy ounce of palladium as determined by the LME, the third party administrator of the London palladium price selected by the LBMA, or any successor administrator of the London palladium price, at or about 9:45 a.m. London, England time..
The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Trust Amendment, which is filed as Exhibit 4.1 to this report and is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
Termination of Allocated and Unallocated Account Agreements with Prior Custodian
On May 23, 2024, the Trustee delivered to JPMorgan Chase Bank N.A. (“JPMorgan” or the “Former Custodian”), custodian of the Trust’s palladium, notice of termination of the Allocated Account Agreement and the Unallocated Account Agreement, each dated as of December 30, 2009 and as between the Trustee, and the Former Custodian (collectively, and as amended, the “Former Custody Agreements”). Pursuant to the terms of the Former Custody Agreements, the notice of termination delivered by the Trustee will become effective on the date on which all palladium held in the allocated and unallocated accounts governed by the Former Custody Agreements has been transferred to the allocated and unallocated accounts governed by the New Custody Agreements with the New Custodian (the “Termination Effective Date”). Until the Termination Effective Date, the Trust will have available custodian services under both the Former Custody Agreements and the New Custody Agreements referred to in Item 1.01 above. Following the Termination Effective Date, the custody of all palladium of the Trust will be pursuant to the New Custody Agreements.
No cost or expense was, or will be, incurred by the Trust or the holders of the abrdn Physical Palladium Shares ETF in connection with the termination of the Former Custody Agreements or their replacement with the New Custody Agreements.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Depositary Trust Agreement
The information set forth in Item 1.01 relating to the Trust Agreement, is incorporated by reference herein.
Item 8.01 Other Events.
Reduction in Basket Size
Effective June 18, 2024, the number of abrdn Physical Palladium Shares ETF (the “Shares”) in a block that constitutes a basket for the purpose of creations and redemptions in the Trust (a “Basket”) will be reduced from 25,000 Shares to 12,500 Shares.
Change to T+1 Standard Settlement Cycle effective May 28, 2024
Pursuant to an SEC rule amendment adopted in February 2023, the standard settlement cycle for most securities transactions by broker-dealers will be shortened from two business days after the trade date (“T+2 Settlement”) to one business day following the trade date (“T+1 Settlement”), effective as of May 28, 2024. Consistent with the rule amendment, beginning on May 28, 2024, the standard creation and redemption processes for the Trust will change from T+2 Settlement to T+1 Settlement. Creation and redemption orders placed before May 28, 2024 will not be subject to this change.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit 4.1 | Third Amendment to the Depositary Trust Agreement dated May 23, 2024 |
| Exhibit 10.1 | Allocated Account Agreement dated May 23, 2024 |
| Exhibit 10.2 | Unallocated Account Agreement dated May 23, 2024 |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ABRDN PALLADIUM ETF TRUST | ||
| By: abrdn ETFs Sponsor LLC, | ||
| Sponsor of the abrdn Palladium ETF Trust | ||
| Date: May 28, 2024 | By: | /s/ Brian Kordeck |
| Brian Kordeck | ||
| Chief Financial Officer and Treasurer* | ||
| * | The Registrant is a trust and Mr. Kordeck is signing in his capacities as officer of abrdn ETFs Sponsor LLC, the Sponsor of the Registrant. |