Third Amendment to Custodian Agreement



  
 EXHIBIT 10.5 

 
 JPMorgan Chase Bank N.A, London Branch 

 
 and 
  
 The Bank of New York Mellon 

 
  

 
  
  
 THIRD AMENDMENT TO CUSTODIAN AGREEMENT 
  
  
  







  

THIS AGREEMENT is made on November 5, 2010 
  
 BETWEEN 
  

	(1)	JPMorgan Chase Bank N.A, London Branch, a company incorporated with limited liability as a National Banking Association, whose principal London office is at 125 London
Wall, London EC2Y 5AJ (“we” or “us”); and 

  

	(2)	The Bank of New York Mellon, a banking corporation organised under the laws of the State of New York, whose principal place of business is at 101 Barclay Street, New
York, New York 10286, United States of America, in its capacity as trustee of the iShares Silver Trust (“Trust”) (in such capacity “you”). 

  
 INTRODUCTION 
  

We have entered into the Custodian Agreement dated April 21, 2006 (as amended on September 13, 2006 and February 8, 2010, the
“Custodian Agreement”) with you, pursuant to which we have agreed to open and maintain for you the Account (as defined in the Custodian Agreement) and to provide other services to you as provided therein. 

 
 We have agreed with you to further amend the Custodian Agreement as
hereinafter provided. 
  
 IT IS AGREED AS FOLLOWS 

 

	1.	INTERPRETATION 

  

	 	1.1	Definitions: In this Agreement capitalized terms not otherwise defined herein have the meaning ascribed to them in the Custodian Agreement.


  

	 	1.2	Headings: The headings in this Agreement do not affect its interpretation. 

  

	 	1.3	Singular and plural: References to the singular include the plural and vice versa. 

  

	2.	AMENDMENT 

  

	 	2.1	Amendment to Clause 3.4: The proviso to clause 3.4 of the Custodian Agreement, as previously amended on September 13, 2006 and February 8, 2010,
is hereby further amended to read in its entirety as follows: 

  
 “provided, that we will not be required to take any additional delivery of Silver if, after giving effect to such delivery, the aggregate amount of Bullion in the Account would exceed
500,000,000 troy ounces.” 
  

	3.	GENERAL 

  

	 	3.1	Custodian Agreement in force and effect: Except as modified herein, the Custodian Agreement will continue in full force and effect pursuant to the
provisions thereof. 

  

	 	3.2	 Assignment: This Agreement is for the benefit of and binding upon you and us and your and our respective successors and assigns. You may
not assign, transfer or encumber, or 










	 	 
purport to assign, transfer or encumber, your right, title or interest in relation to any Account or any right or obligation under this Agreement or any part of any of the foregoing unless we
otherwise agree in writing. 


  

	 	3.3	Partial invalidity: If any of the clauses (or part of a clause) of this Agreement becomes invalid or unenforceable in any way under the Rules or any law,
the validity of the remaining clauses (or part of a clause) will not in any way be affected or impaired. 

  

	 	3.4	Entire agreement: This document represents the entire agreement, and supersedes any previous agreements between you and us relating to the subject matter
of this Agreement. 

  

	 	3.5	Counterparts: This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the
counterparts together constitute the same agreement. 

  

	 	3.6	Contracts (Rights of Third Parties) Act 1999: Other than the Sponsor, a person who is not a party to this Agreement shall have no rights under the
Contracts (Rights of Third Parties Act) 1999. 

  

	 	3.7	Legal opinion: We will furnish to you an opinion of counsel acceptable to you addressed to you and dated the date hereof to the effect that:


  

	 	(a)	our execution, delivery and performance of this Agreement have been duly authorized by us and do not and will not violate any applicable law or regulation and do not
require the consent of any governmental or other regulatory body; and 

  

	 	(b)	this Agreement has been duly executed and delivered by us and constitutes our legal, valid and binding obligation, enforceable in accordance with its terms subject to
principles of equity. 

  

	4.	GOVERNING LAW AND JURISDICTION 

  

	 	4.1	Governing law: This agreement is governed by, and will be construed in accordance with, English law. 


 

	 	4.2	Jurisdiction: The English courts have non-exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with this
Agreement and, for these purposes you irrevocably submit to the jurisdiction of the English courts. 

  

	 	4.3	Waiver of immunity: To the extent that you may in any jurisdiction claim for yourself or your assets any immunity from suit, judgement, enforcement or
otherwise howsoever, you agree not to claim and irrevocably waive any such immunity to which you would otherwise be entitled (whether on grounds of sovereignty or otherwise) to the full extent permitted by the laws of such jurisdiction.


  
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EXECUTED by the parties 
  

Signed on behalf of 

			
	JPMorgan Chase Bank N.A., London Branch
		
	By:	 	/s/    Andrew Lovell        
		 	 Name    Andrew Lovell

Title      Vice President



 
  
 Signed on behalf of 
  

			
	Bank of New York
		
	By:	 	/s/    Peter D. Holland        
		 	 Name    Peter D. Holland

Title      Managing Director