FIRST AMENDMENT TO FEE WAIVER AGREEMENT
Aberdeen Standard Investments ETFs 485APOS
EX.99.D5
FIRST AMENDMENT
TO
This FIRST AMENDMENT (this “First Amendment”) to that certain Fee Waiver Agreement dated August 27, 2018, as amended (the “Agreement”), between ETFS Trust (the “Trust”) and ETF Securities Advisors LLC (the “Adviser”) is made and entered into by the foregoing parties as of September 24, 2018. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.
WHEREAS, the Trust and the Adviser desire to amend Schedule A to the Agreement for the addition of the ETFS Bloomberg All Commodity Strategy K-1 Free ETF, a series of the Trust, effective as of the date of this First Amendment; and
WHEREAS, the Trust and the Adviser desire to amend the Agreement in order to reflect name changes of the Adviser, the Trust, each Fund of the Trust and each Subsidiary, effective as of October 1, 2018;
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:
| 1. | Exhibit A. Effective as of the date of this First Amendment, Schedule A to the Agreement is hereby deleted in its entirety and replaced as set forth in Exhibit 1 attached hereto. |
| 2. | Name Change of the Adviser. Effective as of October 1, 2018, all references in the Agreement to “ETF Securities Advisors LLC” are hereby replaced with “Aberdeen Standard Investments ETFs Advisors LLC.” |
| 3. | Name Change of the Trust. Effective as of October 1, 2018, all references in the Agreement to “ETFS Trust” are hereby replaced with “Aberdeen Standard Investments ETFs.” |
| 4. | 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. |
| 5. | Counterparts. This First 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 First 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. |
| 6. | Governing Law. This First Amendment shall be governed by and construed to be in accordance with the laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”). In the case of any conflict, the 1940 Act shall control. |
[Signature Page Follows]
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EX.99.D5
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment by their duly authorized representatives as of the day and year set forth above.
| ETFS Trust | ||
| By: | /s/Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President | ||
| ETF Securities Advisors LLC | ||
| By: Aberdeen Asset Management Inc., its sole member | ||
| By: | /s/Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President of Aberdeen Asset Management Inc. | ||
[Signature
Page to First Amendment to Fee Waiver Agreement]
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EX.99.D5
Exhibit 1 to First Amendment
Schedule A dated September 24, 2018
to the Fee Waiver Agreement
between ETFS Trust* and
ETF Securities Advisors LLC*
| Fund | Subsidiary |
| ETFS Bloomberg All Commodity Strategy K-1 Free ETF* | ETFS All Commodity Strategy K-1 Free ETF* |
| ETFS Bloomberg All Commodity Longer Dated Strategy K-1 Free ETF* | ETFS All Commodity Longer Dated Fund Limited* |
| ETFS Bloomberg Agriculture Commodity Strategy K-1 Free ETF* | ETFS Agriculture Fund Limited* |
| ETFS Bloomberg Energy Commodity Strategy K-1 Free ETF* | ETFS Energy Fund Limited* |
| ETFS Bloomberg Energy Commodity Longer Dated Strategy K-1 Free ETF* | ETFS Energy Longer Dated Fund Limited* |
*Effective as of October 1, 2018, this Schedule A is updated to reflect the name changes of the Trust, the Adviser and the Funds as set forth below:
| Current Trust Name | New Trust Name |
| ETFS Trust | Aberdeen Standard Investments ETFs |
| Current Adviser Name | New Adviser Name |
| ETF Securities Advisors LLC | Aberdeen Standard Investments ETFs Advisors LLC |
| Current Fund Name | New Fund Name |
| ETFS Bloomberg All Commodity Strategy K-1 Free ETF | Aberdeen Standard Bloomberg All Commodity Strategy K-1 Free ETF |
| ETFS Bloomberg All Commodity Longer Dated Strategy K-1 Free ETF | Aberdeen Standard Bloomberg All Commodity Longer Dated Strategy K-1 Free ETF |
| ETFS Bloomberg Agriculture Commodity Strategy K-1 Free ETF | Aberdeen Standard Bloomberg Agriculture Commodity Strategy K-1 Free ETF |
| ETFS Bloomberg Energy Commodity Strategy K-1 Free ETF | Aberdeen Standard Bloomberg Energy Commodity Strategy K-1 Free ETF |
| ETFS Bloomberg Energy Commodity Longer Dated Strategy K-1 Free ETF | Aberdeen Standard Bloomberg Energy Commodity Longer Dated Strategy K-1 Free ETF |
| Current Subsidiary Name | New Subsidiary Name |
| ETFS All Commodity Strategy K-1 Free ETF | Aberdeen Standard All Commodity Strategy K-1 Free ETF |
| ETFS All Commodity Longer Dated Fund Limited | Aberdeen Standard All Commodity Longer Dated Fund Limited |
| ETFS Agriculture Fund Limited | Aberdeen Standard Agriculture Fund Limited |
| ETFS Energy Fund Limited | Aberdeen Standard Energy Fund Limited |
| ETFS Energy Longer Dated Fund Limited | Aberdeen Standard Energy Longer Dated Fund Limited |
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