FORM OF SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Aberdeen Standard Investments ETFs 485BPOS
Exhibit (h)(9)
FORM OF
SECOND AMENDMENT
TO
This SECOND AMENDMENT (this “Second Amendment”) to that certain Investment Advisory Agreement dated March 17, 2017, as amended (the “Agreement”), between the portfolios set forth in Schedule A to the Agreement (each a “Portfolio” and collectively, the “Portfolios”), and Aberdeen Standard Investments ETFs Advisors LLC, formerly ETF Securities Advisors LLC (the “Adviser”), is made and entered into by the foregoing parties as of September [__], 2021. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.
WHEREAS, the Portfolios and the Adviser desire to amend Schedule A to the Agreement to reflect: (i) the addition of the Aberdeen Industrial Metals Fund Limited as a Portfolio, effective September [__], 2021; and (ii) the removal of the Aberdeen Standard Agriculture Fund Limited (formerly, ETFS Agriculture Fund Limited), Aberdeen Standard Energy Fund Limited (formerly, ETFS Energy Fund Limited) and Aberdeen Standard WTI Crude Oil Fund Limited (formerly, Aberdeen Standard Energy Longer Dated Fund Limited and ETFS Longer Dated Fund Limited) as Portfolios; and;
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:
1. | Schedule A. Effective as of the date of this Second Amendment, Schedule A to the Agreement is hereby deleted in its entirety and replaced as set forth in Appendix 1 attached hereto. |
2. | Name of the Trust. Effective as of the date of this Second Amendment, all references in the Agreement to “ETFS Trust” are hereby replaced with “Aberdeen Standard Investments ETFs.” |
3. | Amendment to Preamble. Effective as of the date of this Second Amendment, the fourth recital of the Agreement is hereby deleted in its entirety and replaced with the following: |
WHEREAS, the Adviser has entered into an Investment Advisory Agreement, as amended (the “Trust Advisory Agreement”), whereby the Trust has appointed the Adviser to serve as the investment adviser to each Fund; and |
3. | Amendment to Section 5 of the Agreement. Effective as of the date of this Second Amendment, Section 5 of the Agreement is hereby deleted in its entirety and replaced with the following: |
5. | Custody | |
Unless a Portfolio directs otherwise, the assets of a Portfolio shall be held by the Portfolio’s custodian (the “Custodian”). Nothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Portfolio. Any fees or charges that may be imposed by the Custodian will be covered by the Portfolio pursuant to the custody agreement with the Custodian, as amended. |
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2. | Ratification of Agreement. Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Agreement are hereby ratified and confirmed to be of full force and effect, and shall continue in full force and effect. |
3. | Counterparts. This Second Amendment shall become binding when any one or more counterparts hereof individually or taken together, shall bear the original or facsimile signature of each of the parties hereto. This Second Amendment may be executed in any number of counterparts, each of which shall be an original against any party whose signature appears thereon, but all of which together shall constitute but one and the same instrument. |
4. | Governing Law. This Second Amendment shall be governed by and construed to be in accordance with the laws of the State of Delaware without giving effect to any conflict or choice of law provisions of that State, provided that nothing herein shall be construed in any manner inconsistent with any rule, regulation or order of the SEC. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment by their duly authorized representatives as of the day and year set forth above.
ADVISER
Aberdeen Standard Investments ETFs Advisors LLC
By: Aberdeen Standard Investments Inc., its sole member
By: | |
Name: | Xxxxx Xxxxx |
Title: | Vice President of Aberdeen Asset Management Inc. |
PORTFOLIOS
Aberdeen Standard All Commodity Fund Limited
By: | |
Name: | Xxxxx Xxxxx |
Title: | Vice President of Aberdeen Standard All Commodity Fund Limited |
Aberdeen Standard All Commodity Longer Dated Fund Limited
By: | |
Name: | Xxxxx Xxxxx |
Title: | Vice President of Aberdeen Standard All Commodity Longer Dated Fund Limited |
Aberdeen Industrial Metals Fund Limited
By: | |
Name: | Xxxxx Xxxxx |
Title: | Vice President of Aberdeen Industrial Metals Fund Limited |
[Signature Page to Second Amendment to Investment Advisory Agreement]
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Appendix 1 to Second Amendment
Schedule A dated September __, 2021
to the Investment Advisory Agreement
between each Portfolio and
Aberdeen Standard Investments ETFs Advisors LLC
(formerly, ETF Securities Advisors LLC)
Portfolio | Fund | Management Fee | Effective Date |
Aberdeen Standard All Commodity Fund Limited (Formerly, ETFS All Commodity Fund Limited) | Aberdeen Standard Bloomberg All Commodity Strategy K-1 Free ETF (Formerly, ETFS Bloomberg All Commodity Strategy K-1 Free ETF) | 0.25% | 12/13/2018 |
Aberdeen Standard All Commodity Longer Dated Fund Limited (Formerly, ETFS All Commodity Longer Dated Fund Limited) | Aberdeen Standard Bloomberg All Commodity Longer Dated Strategy K-1 Free ETF (Formerly, ETFS Bloomberg All Commodity Longer Dated Strategy K-1 Free ETF) | 0.29% | 3/28/2017 |
Aberdeen Industrial Metals Fund Limited | Aberdeen Bloomberg Industrial Metals Strategy K-1 Free ETF | 0.39% | 9/__/2021 |
A-1 |