abrdn Gold ETF Trust S-3


 


Exhibit 4.2


 


AUTHORIZED
PARTICIPANT AGREEMENT


 


AUTHORIZED
PARTICIPANT AGREEMENT (this “Agreement”) dated as of [DATE] among (i) [AUTHORIZED PARTICIPANT], a [company] organized
under the laws of [JURISDICTION OF AP] (the “Authorized Participant”), (ii) The Bank of New York Mellon, a
New York Banking corporation acting in its capacity as trustee (in such capacity, the “Trustee”) of the Trust(s)
listed on the attached Schedule A, which is a part of this Agreement (each a “Trust” and collectively, the
“Trusts”), each Trust created under New York law pursuant to its respective Depositary Trust Agreement identified
on the attached Schedule A (each a “Trust Agreement” and collectively, the “Trust Agreements”),
and (iii) abrdn ETFs Sponsor LLC, in its capacity as sponsor of each Trust (in such capacity, the “Sponsor”).


 


R
E C I T A L S


 


A.
Pursuant to the provisions of the applicable Trust Agreements, each Trust may from time to time issue or redeem equity securities
representing an interest in the assets of such Trust (“Shares”), in each case only in aggregate amounts as
set out in Schedule A (such aggregate amount, a “Basket”), and integral multiples thereof, and only in transactions
with a party who, at the time of the transaction, shall have signed and in effect an Authorized Participant Agreement with such
Trust.


 


B.
[AUTHORIZED PARTICIPANT] has requested to become an “Authorized Participant” with respect to each Trust (as such term
is defined in the applicable Trust Agreement), and the Sponsor and the Trustee have agreed to such request.


 


NOW,
THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties, hereto, intending to be legally bound, agree as follows:


 


Section
1. Procedures. The Authorized Participant will purchase or redeem Baskets of Shares of the relevant Trust in compliance
with the relevant Trust Agreement as supplemented by the Creation and Redemption Procedures attached to this Agreement as Schedule
1 (such procedures, as the same may be amended or modified from time to time in compliance with the provisions hereof and thereof,
the “Procedures”), using either (i) the form attached thereto as Annex I (a “Purchase Order”,
in the case of an order to purchase one or more Baskets of Shares issued by a specified Trust and a “Redemption Order”,
in case of an order to redeem one or more Baskets of Shares issued by a specified Trust) or (ii) through the Trustee’s electronic
order entry system, as such may be made available and constituted from time to time, the use of which shall be subject to the
terms and conditions attached thereto as Annex II. All Purchase Orders and Redemption Orders (collectively, “Orders”)
shall be placed and executed in accordance with the relevant Trust Agreement as supplemented by the Procedures. Capitalized terms
used in this Agreement and not otherwise defined herein have the meaning ascribed to them in the Procedures.


 


Section
2. Incorporation of Standard Terms. The Standard Terms attached hereto as Schedule 2 are hereby incorporated by reference
into, and made a part of, this Agreement.


 




     


     


    

Section
3. Conflicts Rules. In case of any inconsistency between the provisions of this Agreement and an applicable Trust Agreement,
the provisions of such Trust Agreement shall control. In case of inconsistency between the provisions incorporated by reference
into this Agreement pursuant to Section 2 above and any other provision of this Agreement, the latter will control.


 


Section
4. Authorized Representatives. Pursuant to Section 2.01 of the Standard Terms, attached hereto as Schedule 3-A is a certificate
listing the Authorized Representatives of the Authorized Participant.


 


Section
5. Additional Covenants. The Authorized Participant covenants and agrees:


 


(a)
To use its best efforts to ensure that any Delivery of applicable Bullion to the Custodian, or any withdrawal of applicable Bullion
from the appropriate Trust, in connection with a Purchase Order or Redemption Order placed by the Authorized Participant will
take place only through one or more members of the London Bullion Market Association and/or the London Platinum and Palladium
Market as appropriate under the terms of the applicable Trust Agreement.


 


(b)
Promptly upon written demand therefore (accompanied by such reasonable evidence as the Authorized Participant may request), to
reimburse the relevant Trust or the Custodian the amount of any taxes (including value added taxes) that may be imposed on the
relevant Trust or the Custodian in connection with any Delivery of Bullion by or on behalf of the Authorized Participant to the
Custodian (in the case of a Purchase Order placed by the Authorized Participant), or any Delivery of Bullion to or for the account
of the Authorized Participant (in the case of a Redemption Order placed by the Authorized Participant).


 


Section
6. Notices. Except as otherwise specifically provided in the Procedures, all notices required or permitted to be given
pursuant hereto shall be given in writing and delivered by personal delivery or by postage prepaid registered or certified United
States first class mail, return receipt requested, or by email, addressed as follows:


 


(i)
If to the Trustee:


 


The
Bank of New York Mellon 


240
Greenwich Street 


8th
Floor 


New
York, New York 10286 


Attention:
ETF Services 


Telephone:
(212) 815-2698 


Email:
etfcsm@bnymellon.com


 


(ii)
If to the Sponsor:


 


abrdn
ETFs Sponsor LLC 


c/o
abrdn 


712
Fifth Avenue – 49th Floor, New York, NY 10019 


Attn:
Adam Rezak 


Telephone:
844-383-7289 


Email:
adam.rezak@abrdn.com


 




    2


     


    

(iii)
If to the Authorized Participant:


 


[AUTHORIZED
PARTICIPANT] 


Attn: 


[AP’S
ADDRESS]

 Telephone: 


Email:


 


or
such other address as any of the parties hereto shall have communicated in writing to the remaining parties in compliance with
the provisions hereof.


 


Section
7. Effectiveness, Termination and Amendment. This Agreement shall become effective upon execution and delivery by each
of the parties hereto. This Agreement may be terminated at any time by any party upon sixty days prior written notice to the other
parties and may be terminated earlier by the Trustee or the Sponsor at any time on the event of a breach by the Authorized Participant
of any provision of this Agreement (including the Standard Terms incorporated by Section 2 hereof) or the Procedures. This Agreement,
along with any other agreement or instrument delivered pursuant to this Agreement, supersedes any prior agreement between or among
the parties concerning the matters governed hereby. This Agreement may be amended by the Trustee and the Sponsor from time to
time without the consent of the Authorized Participant or any Beneficial Owner by the following procedure: the Trustee or the
Sponsor will mail a copy of the amendment to the Authorized Participant in compliance with the notice provisions of this Agreement;
if the Authorized Participant does not object in writing to the amendment within fifteen (15) Business Days after receipt of the
proposed amendment, the amendment will become part of this Agreement in accordance with its terms. Titles and section headings
in this Agreement (and in the Standard Terms incorporated by Section 2 hereof and the Procedures) are included solely for convenient
reference and are not a part of this Agreement.


 


Section
8. Governing Law. This Agreement and all the transactions hereunder shall be governed by and interpreted in accordance
with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York conflict
law principles) as to all matters including matters of validity, construction, effect, performance and remedies. The parties irrevocably
submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in New York City over any
suit, action or proceeding arising out of, or relating to, this Agreement.


 


Section
9. Assignment. No party to this Agreement shall assign any rights, or delegate the performance of any obligations,
arising hereunder without the prior written consent of the other parties hereto, which shall not be unreasonably withheld;
provided, that any entity into which a party hereto may be merged or converted, or with which it may be consolidated, or any
entity resulting from any merger, consolidation or conversion to which a party hereunder shall be a party, shall be the
successor of such party hereto. The party resulting from any such merger, conversion, consolidation or succession shall
promptly notify the other parties hereto of the change. Any purported assignment or delegation in violation of these
provisions shall be null and void. Notwithstanding the foregoing, any successor Trustee appointed in compliance with the
applicable Trust Agreement shall automatically become a party hereto and shall assume all the obligations, and be entitled to
all the rights and remedies of the Trustee hereunder with respect to the applicable Trust.


 






    3


     


    

 


Section
10. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rule of strict construction will be applied against any party.


 


Section
11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.


 


[Signatures
Follow on Next Page]


 




    4


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Authorized Participant Agreement as of the date set forth above.


 


THE
BANK OF NEW YORK MELLON, in its capacity as





Trustee
of the Trusts listed on Schedule A hereto


 


	By:	 	 



Name:


Title:


Date:


 


abrdn
ETFs Sponsor LLC, in its capacity as


Sponsor
of the Trusts listed on Schedule A hereto


 





	By:	 	 


Name:


Title:


Date:


 


[AUTHORIZED
PARTICIPANT]


 





	By:	 	 


Name:


Title:


Date:


 




    5


     


    

 


SCHEDULE
A – APPLICABLE TRUSTS


 


		●	abrdn
                                         Palladium ETF Trust (issuer of abrdn Physical Palladium Shares ETF), a trust created
                                         under New York Law pursuant to that certain Depositary Trust Agreement between the Trustee
                                         and the Sponsor, as may be amended from time to time



 


		●	abrdn
                                         Platinum ETF Trust (issuer of abrdn Physical Platinum Shares ETF), a trust created under
                                         New York Law pursuant to that certain Depositary Trust Agreement between the Trustee
                                         and the Sponsor, as may be amended from time to time



 


		●	abrdn
                                         Precious Metals Basket ETF Trust (issuer of abrdn Physical Precious Metals Basket Shares
                                         ETF), a trust created under New York Law pursuant to that certain Depositary Trust Agreement
                                         between the Trustee and the Sponsor, as may be amended from time to time



 


		●	abrdn
                                         Silver ETF Trust (issuer of abrdn Physical Silver Shares ETF), a trust created under
                                         New York Law pursuant to that certain Depositary Trust Agreement between the Trustee
                                         and the Sponsor, as may be amended from time to time



 


		●	abrdn
                                         Gold ETF Trust (issuer of abrdn Physical Gold Shares ETF), a trust created under New
                                         York Law pursuant to that certain Depositary Trust Agreement between the Trustee and
                                         the Sponsor, as may be amended from time to time



 


[Delivery
Locations, Basket Sizes and Bullion Ounces per Share on Next Page]


 




    6


     


    

 


DELIVERY
LOCATIONS, BASKET SIZES

 AND BULLION OUNCES PER SHARE


 


Description
of Delivery Locations and Basket Sizes:





		Delivery
    of Bullion	Shares
    per basket	Oz.
    per Share at inception
	abrdn
    Silver ETF Trust	Loco-London	50,000	1.0
	abrdn
    Gold ETF Trust 	Loco-Zurich/London	100,000	0.1

        

        0.01* 

	abrdn
    Platinum ETF Trust 	Loco-Zurich/London	50,000	0.1
	abrdn
    Palladium ETF Trust	Loco-Zurich/London	25,000	0.1
	abrdn
    Precious Metals Basket ETF Trust 	Loco-London

        (gold
        and silver)

         

        Loco-Zurich/London

        (platinum
and palladium)
	50,000	Silver
- 1.100

        Gold
- 0.030 

        Platinum
- 0.004

        Palladium
- 0.006



*The
amount reflects the impact of the ten-for-one forward share split, which was effective on November 1, 2019, as if the forward
share split was effective at inception.


 




    7


     


    

 


 


SCHEDULE
1- CREATION AND REDEMPTION PROCEDURES


 


 




     


     


    

 


TABLE
OF CONTENTS - SCHEDULE 1


 


Page





	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
	Section 1.01	Definitions	S1-2
	Section 1.02	Interpretation	S1-6
	  
		
	ARTICLE II CREATION PROCEDURES	
	Section 2.01	Initial Creation of Shares	S1-7
	Section 2.02	Subsequent Creation of Shares	S1-7
	  
		
	ARTICLE III REDEMPTION PROCEDURES	
	Section 3.01	Redemption of Shares	S1-9
	  
		
	ANNEX I TO CREATION AND REDEMPTION PROCEDURES	
	Creation/Redemption Order Form 	S1-13
	  
		
	ANNEX II TO CREATION AND REDEMPTION PROCEDURES	
	Order Entry System Terms and Conditions 	S1-15










 




    S1-1


     


    

 


FIFTH
AMENDED AND RESTATED CREATION

 AND REDEMPTION PROCEDURES


 


Adopted
by the Sponsor and Trustee (each as defined below) as of [DATE]


 


ARTICLE
I


 


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.01. Definitions. For purposes of these Procedures, and the Standard Terms incorporated by reference into the Authorized
Participant Agreement to which these Procedures are attached, unless the context otherwise requires, the following terms will
have the following meanings:


 


“1933
Act” means the U.S. Securities Act of 1933, as amended.


 


“Affiliate”
shall have the meaning given to it by Rule 501(b) under the 1933 Act.


 


“AP
Indemnified Party” shall have the meaning ascribed to such term in Section 6.01.a of the Standard Terms.


 


“Authorized
Participant” shall have the meaning ascribed to the term in the introductory paragraph of the Authorized Participant
Agreement.


 


“Authorized
Participant Agreement” shall mean each Authorized Participant Agreement among the Authorized Participant, the Trustee
and the Sponsor into which these Creation and Redemption Procedures are attached as Schedule 1 and the Standard Terms and Conditions
attached as Schedule 2 shall have been incorporated by reference.


 


“Authorized
Participant Client” means any party on whose behalf the Authorized Participant acts in connection with an Order (whether
a customer or otherwise).


 


“Authorized
Representative” shall mean, with respect to an Authorized Participant, each individual who, pursuant to the provisions
of the Authorized Participant Agreement between such Authorized Participant, the Sponsor, and the Trustee, has the power and authority
to act on behalf of the Authorized Participant in connection with the placement of Purchase Orders or Redemption Orders and is
in possession of the personal identification number (PIN) assigned by the Trustee for use in any communications regarding Purchase
or Redemption Orders on behalf of such Authorized Participant.


 


“Basket”
shall have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.


 


“Basket
Amount” shall mean the specific basket amount term defined in Section 1.1 of the relevant Trust Agreement (e.g., the
“Basket Silver Amount” in the case of the abrdn Silver ETF Trust; the “Basket Gold Amount” in the case
of the abrdn Gold ETF Trust;


 






    S1-2


     


    

 


the
“Basket Platinum Amount” in the case of the abrdn Platinum ETF Trust; the “Basket Palladium Amount” in
the case of the abrdn Palladium ETF Trust; and the “Basket Bullion Amount” in the case of the abrdn Precious Metals
Basket ETF Trust).


 


“Benchmark
Price” shall have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.


 


“Beneficial
Owner” shall have the meaning given to it by Rule 16a-1(a)(2) of the Securities Exchange Act of 1934.


 


“Bullion”
shall mean Silver, Gold, Platinum and/or Palladium as appropriate.


 


“Business
Day” shall mean, if and as applicable, (i) each day the exchange on which the relevant Shares trade is open for regular
trading, and/or (ii) a London Business Day, and/or (iii) a Zurich Business Day.


 


“Creation”
means the process that begins when an Authorized Participant first indicates to the Trustee its intention to purchase one or more
Baskets of a specified Trust pursuant to these Procedures and concludes with the issuance by the Trustee and Delivery to such
Authorized Participant of the corresponding number of that Trust’s Shares.


 


“Creation
and Redemption Line” shall mean a telephone number designated as such by the Trustee and specified in Annex I of the
Procedures or otherwise communicated to each Authorized Participant in compliance with the notice provisions of the respective
Authorized Participant Agreement.


 


“Custodial
Allocated Account” shall mean the allocated bullion account established by the Trustee with the Custodian pursuant to
the relevant Custodian Agreement.


 


“Custodial
Unallocated Account” shall mean the unallocated bullion account established by the Trustee with the Custodian pursuant
to the relevant Custodian Agreement.


 


“Custodian”
shall mean, with respect to the abrdn Gold ETF Trust, the abrdn Platinum ETF Trust, the abrdn Palladium ETF Trust, the abrdn Precious
Metals Basket ETF Trust and the abrdn Silver ETF Trust, JPMorgan Chase Bank, N.A., in its capacity as custodian under the Custodian
Agreements and any successor thereto or additional or other custodian appointed in compliance with the provisions of the relevant
Trust Agreements and relevant Custodian Agreement(s).


 


“Custodian
Agreement” or “Custodian Agreements” shall mean the applicable Custodian Agreement by and between
the Trustee and the Custodian with respect to the applicable Trust.


 


“Delivery”
shall mean a delivery of Bullion or Shares, as applicable, in each case effected according to the definition of “Deliver”
in Section 1.1 of the relevant Trust Agreement.


 




    S1-3


     


    

“Depositor”
shall mean any Authorized Participant that deposits Bullion into the relevant Trust, either for its own account or on behalf of
another Person that is the owner or beneficial owner of that Bullion.


 


“Deposit
Property” means property which, in compliance with the provisions of the relevant Trust Agreement, must be transferred
by the Authorized Participant to the relevant Trust in exchange for that Trust’s Shares.


 


“DTC”
shall mean The Depository Trust Company, its nominees and their respective successors.


 


“FINRA” means the Financial
Industry Regulatory Authority.


 


“Gold”
shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the abrdn Gold ETF Trust and the abrdn Precious
Metals Basket ETF Trust, as applicable, relating to gold.


 


“Initial
Creation” shall mean the initial creation of Shares pursuant to the provisions of Section 2.01 hereof.


 


“LBMA”
shall mean the London Bullion Market Association.


 


“London
Business Day” shall mean a day (other than a Saturday, Sunday or a public holiday in England) on which commercial banks
generally and the over-the-counter markets in silver, with respect to abrdn Silver ETF Trust and the abrdn Precious Metals Basket
ETF Trust, and gold, with respect to the abrdn Gold ETF Trust and the abrdn Precious Metals Basket ETF Trust, each as coordinated
by the LBMA, and in platinum, with respect to the abrdn Platinum ETF Trust and the abrdn Precious Metals Basket ETF Trust, and
palladium, with respect to the abrdn Palladium ETF Trust and the abrdn Precious Metals Basket ETF Trust, each as coordinated by
the LPPM, are open for the transaction of business in London.


 


“LPPM”
shall mean the London Platinum and Palladium Market.


 


“Order”
shall have the meaning ascribed to it in Section 1 of the Authorized Participant Agreement.


 


“Order
Cutoff Time” shall have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.


 


“Order
Date” shall have, (i) with respect to a Purchase Order, the meaning ascribed to the term in Section 2.3(a) of the relevant
Trust Agreement; and (ii) with respect to a Redemption Order, the meaning ascribed to the term in Section 2.6(a) of the relevant
Trust Agreement.


 


“Ounce”
shall have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.


 




    S1-4


     


    

“Palladium”
shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the abrdn Palladium ETF Trust and the abrdn
Precious Metals Basket ETF Trust, as applicable, relating to palladium.


 


“Person”
shall mean any natural person or any limited liability company, corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or political subdivision thereof.


 


“Platinum”
shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the abrdn Platinum ETF Trust and the abrdn
Precious Metals Basket ETF Trust, as applicable, relating to platinum.


 


“Procedures”
shall have the meaning ascribed to it in Section 1 of the Authorized Participant Agreement.


 


“Prospectus”
or “Prospectuses” means the current prospectus of the relevant Trust included in its effective registration
statement, as supplemented or amended from time to time.


 


“Purchase
Order” shall have the meaning ascribed to it in Section 1 of the Authorized Participant Agreement.


 


“Redemption
Order” shall have the meaning ascribed to it in Section 1 of the Authorized Participant Agreement.


 


“Shares”
means Shares issued by the relevant Trust pursuant to the provisions of the relevant Trust Agreement.


 


“Silver”
shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the abrdn Silver ETF Trust and the abrdn
Precious Metals Basket ETF Trust, as applicable, relating to silver.


 


“Sponsor”
shall mean abrdn Investments ETFs Sponsor LLC, a Delaware limited liability company.


 


“Sponsor
Indemnified Party” shall have the meaning ascribed to such term in Section 6.01.b of the Standard Terms.


 


“Trustee”
shall mean The Bank of New York Mellon, a New York banking corporation, in its capacity as Trustee under each Trust Agreement,
and any successor thereto in compliance with the provisions thereof.


 


“Trust”
or “Trusts” shall have the meanings ascribed to them in the introductory paragraph of the Authorized Participant
Agreement.


 




    S1-5


     


    

“Trust
Agreement” or “Trust Agreements” shall have the meanings ascribed to them in the introductory paragraph
of the Authorized Participant Agreement.


 


“Unallocated
Basis” shall have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.


 


“VAT”
shall mean (a) any tax imposed pursuant to or in compliance with the Sixth Directive of the Council of the European Economic Communities
(77/388/EEC) including, in relation to the United Kingdom, value added tax imposed by the Value Added Tax Act 1994 and legislation
and regulations supplemental thereto; and (b) any other tax of a similar nature, whether imposed in a member state of the European
Union or elsewhere, in substitution for, or levied in addition to, such tax referred to in “(a)”.


 


“Zurich
Business Day” shall mean a day (other than a Saturday, Sunday or a public holiday in Switzerland) on which commercial
banks generally and the over-the-counter markets in gold, with respect to the abrdn Gold ETF Trust, platinum, with respect to
the abrdn Platinum ETF Trust, the abrdn Precious Metals Basket ETF Trust, and palladium, with respect to the abrdn Palladium ETF
Trust and the abrdn Precious Metals Basket ETF Trust, are open for the transaction of business in Zurich.


 


Section
1.02. Interpretation. In these Procedures:


 


Unless
otherwise indicated, all references to Sections, clauses, paragraphs, schedules or exhibits, are to Sections, clauses, paragraphs,
schedules or exhibits in or to these Procedures.


 


To
the extent that term(s) defined in Section 1.01 apply to a Trust that has not commenced operations as of any relevant date and
such Trust is listed or to be listed on Schedule A of the Authorized Participant Agreement, such term(s) shall not be operative
and any provisions relating to such a Trust and its Shares contained in the Authorized Participant Agreement shall have no effect
until such Trust commences operations and its Trust Agreement and applicable Custodian Agreement have been executed and delivered
whereupon such terms and provisions shall become automatically operative and effective without any further action by the parties
to the Authorized Participant Agreement.


 


The
words “hereof”, “herein”, “hereunder” and words of similar import shall refer to these Procedures
as a whole, and not to any individual provision in which such words may appear.


 


A
reference to any statute, law, decree, rule, regulation or other applicable norm shall be construed as a reference to such statute,
law, decree, rule, regulation or other applicable norm as re-enacted, re-designated or amended from time to time.


 


A
reference to any agreement, instrument or document shall be construed as a reference to such agreement, instrument or document
as the same may have been amended from time to time in compliance with the provisions thereof.


 




    S1-6


     


    

 


ARTICLE
II CREATION


 


PROCEDURES


 


Section
2.01. Initial Creation of Shares. The initial creation of Shares of a Trust will take place in compliance with such procedures
as the Trustee, the Sponsor and the initial Depositor may agree.


 


Section
2.02. Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust
shall take place only in integral numbers of Baskets in compliance with the following rules:


 


a.
       Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee
no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order
Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have
as their Order Date such next Business Day.


 


b.

      For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either
of the following has occurred no later than 3:59:59 p.m. (New York time):


 


(i)
Telephone/fax Order – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation
and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or


 


(ii)
Web-based Order – An Authorized Representative shall have accessed the Trustee’s online services (www.etfservices.bankofny.com)


 


in
either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets
and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received a properly
completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative
of such Authorized Participant, via facsimile at the number specified in such Annex I.


 


c.
       The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date
no later than 5:30 p.m. (New York time).


 


d.
      As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York
time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian),
via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee
and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior
to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized
Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon
the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order
will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares
and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected,
the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as
soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy
of the corresponding Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence
notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase
Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit
a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.


 



    S1-7


     


    




e.
       Each Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each
Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for
the abrdn Silver ETF Trust and the abrdn Precious Metals Basket ETF Trust, (ii) loco London with respect to Gold for the abrdn
Precious Metals Basket ETF Trust, (iii) loco Zurich or loco London with respect to Gold for the abrdn Gold ETF Trust, and (iv)
loco Zurich or loco London with respect to Platinum and Palladium for the abrdn Platinum ETF Trust, the abrdn Palladium ETF Trust
and the abrdn Precious Metals Basket ETF Trust, no later than 10:00 a.m. (London time) on the second Business Day following the
Order Date.


 


f.
        The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each
Purchase Order.


 


g.       
On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the
Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of
Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which
the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York
time) on the date such issuance and Delivery is to take place:


 


(i)
the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited
in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and


 


(ii)
the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if
applicable.


 


h.
      In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized
Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose
in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii)
of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second Business Day following
the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required
amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant
and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business
Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period,
the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail
message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely
responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.


 






    S1-8


     


    

 


i.
        The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making
Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event,
invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems,
power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions,
market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting
a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s
control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period
equal to that during which the inability to perform continues.


 


j.        
Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian
are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket
Amount, and shall not incur any liability for the failure to give any such notification.


 


k.       
Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.


 


ARTICLE
III REDEMPTION


 


PROCEDURES


 


Section
3.01. Redemption of Shares. Redemption of Shares of a specified Trust shall take place only in integral numbers of Baskets
in compliance with the following rules:


 


a.
       Authorized Participants wishing to redeem one or more Baskets shall place a Redemption Order with the Trustee no later than 3:59:59
p.m. (New York time) on any Business Day. Redemption Orders received by the Trustee on or after the Order Cutoff Time on any Business
Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next
Business Day.


 


b.
       For purposes of Section 3.01a. above, a Redemption Order shall be deemed “received” by the Trustee only when either
of the following has occurred no later than 3:59:59 p.m. (New York time):


 


(i)
Telephone/fax Order – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and
Redemption Line and has received an Order Number from the Trustee for insertion in the Redemption Order, or


 






    S1-9


     


    

 


(ii)
Web-based Order – An Authorized Representative shall have accessed the Trustee’s online services (www.etfservices.bankofny.com)


 


in
either case informing the Trustee that the Authorized Participant wishes to place a Redemption Order for a specified number of
Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received
a duly completed, irrevocable Redemption Order in the form set out in Annex I to these Procedures executed by an Authorized Representative
of such Authorized Participant, via facsimile at the number specified in such Annex I.


 


c.
      Upon receipt of a properly completed Redemption Order, the Trustee shall send to the Authorized Participant (with copy to the
Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York
time) on the Order Date for such Redemption Order a copy of the corresponding Redemption Order endorsed “Accepted”
by the Trustee and indicating the Basket Amount that the Custodian shall Deliver to the Authorized Participant in respect of each
Basket being redeemed


 


d.      
The Trustee shall, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order, confirm
in writing to the Custodian whether each of the following has occurred by 10:00 a.m. (New York time) on the second Business Day
following the Order Date of a Redemption Order:


 


(i)
the Authorized Participant has Delivered to the Trustee’s account at DTC the total number of Shares to be redeemed by such
Authorized Participant pursuant to such Redemption Order; and


 


(ii)
the Authorized Participant has paid or agreed to pay the Trustee a per order transaction fee of US$500, if applicable.


 


Provided
that the Custodian has received written confirmation from the Trustee that the conditions set forth in clauses (i) and (ii) of
Section 3.01d. above have been satisfied, the Custodian shall:


 


(1)
on the same Business Day, Deliver:


 


		●	unallocated
                                         Silver loco London;






		●	unallocated
                                         Gold loco London;






		●	unallocated
                                         Gold loco Zurich (for the abrdn Gold ETF Trust only);






		●	unallocated
                                         Platinum loco Zurich;






		●	unallocated
                                         Platinum loco London;






		●	unallocated
                                         Palladium loco Zurich; and/or






		●	unallocated
                                         Palladium loco London



 


(as
applicable to the specific Redemption Order)


 


in
the amounts specified in the communication sent in compliance with Section 3.01c. above, to the account indicated by the redeeming
Authorized Participant in its Redemption Order (which shall be an appropriate bullion account with an LBMA member or LPPM member,
as applicable for the type of Bullion involved). Having made such Delivery, the Custodian shall send written confirmation thereof
to the Trustee who shall then cancel the Shares so redeemed.


 






    S1-10


     


    

 


e.
       In all other cases, Delivery must be completed by the Custodian as soon as, in the reasonable judgment of the Custodian, it is
practicable following receipt of written confirmation from the Trustee that the conditions set forth in clauses (i) and (ii) of
Section 3.01d. above have been satisfied.


 


f.
       The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making
Delivery of Bullion in respect of a Redemption Order arising from nuclear fission or fusion, radioactivity, war, terrorist event,
invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems,
power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions,
market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting
a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s
control. In the event of any such delay, the time to complete Delivery in respect of a Redemption Order will be extended for a
period equal to that during which the inability to perform continues.


 


g.
      In the event that, by 10:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order, Trustee’s
account at DTC shall not have been credited with the total number of Shares corresponding to the total number of Baskets to be
redeemed pursuant to such Redemption Order, the Trustee shall send to the Authorized Participant and the Custodian via fax or
electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt
of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee (in
consultation with the Sponsor) will cancel such Redemption Order and will send via fax or electronic mail message notice of such
cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all
costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order. The Trustee is authorized to Deliver
the Basket Amount for a Redemption Order notwithstanding that the Basket(s) to be redeemed are not credited to the Trustee’s
DTC account by 10:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order if the Authorized
Participant has collateralized its obligation to deliver the Baskets through DTC’s book entry system on such terms as the
Sponsor and the Trustee may from time to time agree upon.


 


h.      
The redemption of Shares may be suspended or rejected under the circumstances specified in the applicable Prospectus.


 


[Signatures
Follow on Next Page]


 




    S1-11


     


    

 


IN
WITNESS WHEREOF, the Sponsor and the Trustee have executed these Fifth Amended and Restated Creation and Redemption Procedures
as of the date set forth above.


 


THE
BANK OF NEW YORK MELLON, in its capacity as Trustee


 


	By:	 	 



Name:
Phyllis A. Cietek 


Title:
Vice President


 


abrdn
ETFs Sponsor LLC, in its capacity as Sponsor


 





	By:	 	 





Name:
Lucia Sitar


Title:
Vice President


 


[Fifth
Amended and Restated Creation and Redemption Procedures Signature Page]


 




    S1-12


     


    

 


ANNEX
I TO CREATION AND REDEMPTION PROCEDURES


 


THE BANK OF NEW YORK MELLON, TRUSTEE

CREATION/REDEMPTION ORDER FORM

UNALLOCATED ORDERS ONLY


 


CONTACT
INFORMATION FOR ORDER EXECUTION: 





	Telephone
    order number:	(718) 315-7500
	Fax order number:	(732) 667-9478







 


Authorized
Participant must complete all items in Part 1. The Trustee in its discretion may reject any order not submitted in proper form.


 


I.
TO BE COMPLETED BY AUTHORIZED PARTICIPANT: 


Name
of Trust:





	 ☐ abrdn Silver ETF Trust	☐ abrdn Gold ETF Trust
	 ☐ abrdn Platinum ETF Trust	☐ abrdn Palladium ETF Trust
	☐ abrdn Precious Metals Basket ETF Trust	




 





	Date:			Time:		


	Broker Name:			Authorized Participant Firm Name:		


	DTC Participant Number:			Fax Number:		


	Telephone Number:			Symbol:		




 


Type
of order (Check Creation or Redemption please)





	Creation: ☐	Redemption: ☐




 





	# of Baskets:	 	 	Number of Baskets written out:	 	 






 


	Order #	 	 	 	 	 




 


Please
indicate Bullion clearing agent:


 


JP
Morgan ☐                          Other (please specify clearing agent):_______________________


 


Account
number for Bullion delivery:____________________________________________


 


	(With respect to Silver only):	loco London  ☐	
	 	 	 
	(With respect to Gold involving the abrdn Precious Metals Basket ETF Trust only):	loco London  ☐	
	 	 	 
	(With
    respect to Gold involving the abrdn Gold ETF Trust only):	loco London  ☐	loco Zurich      ☐
	 	 	 
	(With respect to Platinum only):	loco London  ☐	loco Zurich      ☐
	 	 	 
	(With respect to Palladium only):	loco London  ☐	loco Zurich      ☐


 


This
Purchase or Redemption Order is subject to the terms and conditions of the Trust Agreement of the Shares of the Trust as currently
in effect and the Authorized Participant Agreement between the Authorized Participant, the Trustee and the Sponsor named therein.
All representations and warranties of the Authorized Participant set forth in such Trust Agreement (including, if this is a Purchase
Order, the representations in Section 3.2 of the Trust Agreement) and in the Authorized Participant Agreement are incorporated
herein by reference and are true and accurate as of the date hereof.


 






    S1-13


     


    

 


The
undersigned does hereby certify as of the date set forth below that he/she is an Authorized Representative under the Authorized
Participant Agreement and that he/she is authorized to deliver this Purchase or Redemption Order to the Trustee on behalf of the
Authorized Participant. The Authorized Participant acknowledges and agrees that (1) once accepted by the Trustee, this Purchase
or Redemption Order will become a legally binding contract for the delivery by the Authorized Participant of the Basket Amount
per Basket for a Purchase Order, or the number of Baskets for a Redemption Order, indicated above, and that the final Basket Amount
will be announced at the conclusion of the trading day and, (2) any taxes (including Value Added Taxes) incurred in connection
with this transaction will be the responsibility of, and will be reimbursed upon demand from the Custodian or the Trust by, the
Authorized Participant if required pursuant to the Authorized Participant Agreement.


 





						
	  
					
			Authorized Representative’s Signature		Date	







 


II.       TO
BE COMPLETED BY TRUSTEE:


 


This
certifies that the above order has been:


 


_______________Accepted
by the Trustee


 


_______________Declined-Reason:____________________________________________________


 


Final
# of Ounces:


 


______________________________(Gold)


 


______________________________(Silver)


 


______________________________(Platinum)


 


______________________________(Palladium)


 


Final
# of Shares: _________________


 


Final
Cash Due to BNYM _______________


 





	 	 	 	 	 	 
	Date	 	Time	 	Authorized Signature of Trustee	 










 




    S1-14


     


    

 


ANNEX
II TO CREATION AND REDEMPTION PROCEDURES


 


ORDER
ENTRY SYSTEM TERMS AND CONDITIONS


 


This
Annex II shall govern use by Authorized Participant of the electronic order entry system for placing Purchase Orders and Redemption
Orders for Shares (the “System”). Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in Schedule 1 of the Authorized Participant Agreement. In the event of any conflict between the terms of
this Annex II and the main body of the Authorized Participant Agreement with respect to the placing of Purchase Orders and Redemption
Orders, the terms of this Annex II shall control.


 


1.           
(a) Authorized Participant shall provide to The Bank of New York Mellon a duly executed authorization letter, in a form satisfactory
to The Bank of New York Mellon, identifying those authorized persons who will access the System (the “Authorized Persons”).
Authorized Participant shall notify The Bank of New York Mellon in writing in the event that any person’s status as an Authorized
Person is revoked or terminated as soon as possible, in order to give The Bank of New York Mellon a reasonable opportunity to
terminate such Authorized Person’s access to the System.


 


(b)
It is understood and agreed that each Authorized Person shall be designated as an authorized user of Authorized Participant for
the purpose of the Authorized Participant Agreement. Upon termination of the Authorized Participant Agreement, the Authorized
Participant’s and each Authorized Person’s access rights with respect to System shall be immediately revoked.


 


2.           
The Bank of New York Mellon grants to Authorized Participant a personal, nontransferable and nonexclusive license to use the System
solely for the purpose of transmitting Purchase Orders and Redemption Orders and otherwise communicating with The Bank of New
York Mellon in connection with the same. Authorized Participant shall use the System solely for its own internal and proper business
purposes. Except as set forth herein, no license or right of any kind is granted to Authorized Participant with respect to the
System. Authorized Participant acknowledges that The Bank of New York Mellon and its suppliers retain and have title and exclusive
proprietary rights to the System. Authorized Participant further acknowledges that all or a part of the System may be copyrighted
or trademarked (or a registration or claim made therefor) by The Bank of New York Mellon or its suppliers. Authorized Participant
shall not take any action with respect to the System inconsistent with the foregoing acknowledgments. Authorized Participant may
not copy, distribute, sell, lease or provide, directly or indirectly, the System or any portion thereof to any other person or
entity without The Bank of New York Mellon’s prior written consent. Authorized Participant may not remove any statutory
copyright notice or other notice included in the System. Authorized Participant shall reproduce any such notice on any reproduction
of any portion of the System and shall add any statutory copyright notice or other notice upon The Bank of New York Mellon’s
request.


 


2.            (a) Authorized Participant acknowledges that any user manuals or other documentation (whether in hard copy or electronic form)
(collectively, the “Material”), which is delivered or made available to Authorized Participant regarding the
System is the exclusive and confidential property of The Bank of New York Mellon. Authorized Participant shall keep the Material
confidential by using the same care and discretion that Authorized Participant uses with respect to its own confidential property
and trade secrets, but in no event less than reasonable care. Authorized Participant may make such copies of the Material as is
reasonably necessary for Authorized Participant to use the System and shall reproduce The Bank of New York Mellon’s proprietary
markings on any such copy. The foregoing shall not in any way be deemed to affect the copyright status of any of the Material
which may be copyrighted and shall apply to all Material whether or not copyrighted. THE BANK OF NEW YORK MELLON AND ITS SUPPLIERS
MAKE NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


 




    S1-15


     


    

(b)
Upon termination of the Authorized Participant Agreement for any reason, Authorized Participant shall return to The Bank of New
York Mellon all copies of the Material which is in Authorized Participant’s possession or under its control.


 


3.          
Authorized Participant agrees that it shall have sole responsibility for maintaining adequate security and control of the user
IDs, passwords and codes for access to the System, which shall not be disclosed to any third party without the prior written consent
of The Bank of New York Mellon. The Bank of New York Mellon shall be entitled to rely on the information received by it from the
Authorized Participant and The Bank of New York Mellon may assume that all such information was transmitted by or on behalf of
an Authorized Person regardless of by whom it was actually transmitted.


 


4.          
The Bank of New York Mellon shall have no liability in connection with the use of the System, the access granted to the Authorized
Participant and its Authorized Persons hereunder, or any transaction effected or attempted to be effected by the Authorized Participant
hereunder, except for damages incurred by the Authorized Participant as a direct result of The Bank of New York Mellon’s
gross negligence or willful misconduct. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS HEREBY AGREED THAT IN NO EVENT
SHALL THE BANK OF NEW YORK MELLON OR ANY MANUFACTURER OR SUPPLIER OF EQUIPMENT, SOFTWARE OR SERVICES BE RESPONSIBLE OR LIABLE
FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHICH THE AUTHORIZED PARTICIPANT MAY INCUR OR EXPERIENCE BY REASON OF ITS
HAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR IN CONNECTION WITH THE ACCESS GRANTED TO AUTHORIZED PARTICIPANT HEREUNDER,
OR ANY TRANSACTION EFFECTED OR ATTEMPTED TO BE EFFECTED BY AUTHORIZED PARTICIPANT HEREUNDER, EVEN IF THE BANK OF NEW YORK MELLON
OR SUCH MANUFACTURER OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL THE BANK OF NEW YORK MELLON OR
ANY SUCH MANUFACTURER OR SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION
OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND SUCH PERSON’S REASONABLE CONTROL.


 


5.
          The Bank of New York Mellon reserves the right to revoke Authorized Participant’s access to the System immediately and without
notice upon any breach by the Authorized Participant of the terms and conditions of this Annex II.


 


6.
          The Bank of New York Mellon shall acknowledge through the System its receipt of each Purchase Order or Redemption Order communicated
through the System, and in the absence of such acknowledgment The Bank of New York Mellon shall not be liable for any failure
to act in accordance with such orders and Authorized Participant may not claim that such Purchase Order or Redemption Order was
received by The Bank of New York Mellon. The Bank of New York Mellon may in its discretion decline to act upon any instructions
or communications that are insufficient or incomplete or are not received by The Bank of New York Mellon in sufficient time for
The Bank of New York Mellon to act upon, or in accordance with such instructions or communications.


 


7.
       Authorized Participant agrees to use reasonable efforts to prevent the transmission through the System of any software or file
which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine
to interfere or attempt to interfere with the proper working of the Systems.


 


8.       
Authorized Participant acknowledges and agrees that encryption may not be available for every communication through the System,
or for all data. Authorized Participant agrees that The Bank of New York Mellon may deactivate any encryption features at any
time, without notice or liability to Authorized Participant, for the purpose of maintaining, repairing or troubleshooting its
systems.


 




    S1-16


     


    

 


 


SCHEDULE
2- STANDARD TERMS


 


 




     


     


    

 


TABLE
OF CONTENTS - SCHEDULE 2


 


Page


 





	ARTICLE I ORDERS FOR PURCHASE AND
    REDEMPTION	
	Section 1.01.	Authorization to Purchase and Redeem Baskets	S2-1
	Section 1.02.	Procedures for Orders	S2-1
	Section 1.03.	Consent to Recording	S2-1
	Section 1.04.	Irrevocability	S2-1
	Section 1.05.	Costs and Expenses	S2-1
	Section 1.06.	Delivery of Property to the Trust	S2-2
	Section 1.07.	Title to Deposit Property and Shares Surrendered
    for Redemption	S2-2
	Section 1.08.	Certain Payments or Distributions	S2-3
	Section 1.09.	Ambiguous Instructions	S2-3
	  
		
	ARTICLE II AUTHORIZED REPRESENTATIVES	
	Section 2.01.	Certification	S2-4
	Section 2.02.	PIN Numbers	S2-4
	Section 2.03.	Termination of Authority	S2-5
	Section 2.04.	Verification	S2-5
	  
		
	ARTICLE III STATUS OF THE AUTHORIZED
    PARTICIPANT	
	Section 3.01.	Clearing Status	S2-5
	Section 3.02.	Broker-Dealer Status	S2-5
	Section 3.03.	Foreign Status	S2-6
	Section 3.04.	Compliance with Certain Laws	S2-6
	Section 3.05.	Authorized Participant Status	S2-6
	  
		
	ARTICLE IV ROLE OF AUTHORIZED PARTICIPANT	
	Section 4.01.	No Agency	S2-6
	Section 4.02.	Rights and Obligations of DTC Participant	S2-6
	Section 4.03.	Beneficial Owner Communications	S2-6
	Section 4.04.	Authorized Participant Customer Information	S2-7
	  
		
	ARTICLE V MARKETING MATERIALS AND
    REPRESENTATIONS AND WARRANTIES	
	Section 5.01.	Authorized Participant’s Representation	S2-7
	Section 5.02.	Prospectus	S2-8
	  
		
	ARTICLE VI INDEMNIFICATION; LIMITATION
    OF LIABILITY	
	Section 6.01.	Indemnification	S2-8
	  
		
	ARTICLE VII MISCELLANEOUS	
	Section 7.01.	Commencement of Trading	S2-10




  




     i


     


    

THIRD
AMENDED AND RESTATED STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS (the “Standard Terms”) agreed
to as of [DATE] by and between The Bank of New York Mellon, a New York banking corporation (the “Trustee”),
and abrdn ETFs Sponsor LLC, a Delaware limited liability company (the “Sponsor”).


 


ARTICLE
I


 


ORDERS
FOR PURCHASE AND REDEMPTION


 


Section
1.01. Authorization to Purchase and Redeem Baskets. Subject to the provisions of the Authorized Participant Agreement,
during the term of the Authorized Participant Agreement the Authorized Participant will be authorized to purchase and redeem Baskets
of Shares in compliance with the provisions of the relevant Prospectus.


 


Section
1.02. Procedures for Orders. Each party hereto agrees to comply with the provisions of the relevant Prospectus and the
Procedures to the extent applicable to it.


 


Section
1.03. Consent to Recording. The phone lines used by the Trustee, the Custodian, the Sponsor and/or their affiliated persons
may be recorded, and the Authorized Participant hereby consents to the recording of all calls with any of those parties. In the
event that the Trustee, the Custodian, the Sponsor or any of their affiliated persons becomes legally compelled to disclose to
any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized
Participant with reasonable advance written notice identifying the recordings to be so disclosed unless prohibited by applicable
rule, law or order, together with copies of such recordings, so that the Authorized Participant may seek a protective order or
other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or
other remedy is not obtained or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor
will use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the recorded
conversation. The Trustee, the Sponsor or any of their affiliated persons shall not otherwise disclose to any third party any
recording involving communications with the Authorized Participant without the Authorized Participant’s express written
consent, except the Trustee and the Sponsor may disclose to any regulatory or self-regulatory organization, to the extent required
by applicable rule or law, any recording involving communications with the Authorized Participant.


 


Section
1.04. Irrevocability. The Authorized Participant agrees that delivery to the Trustee of an Order shall be irrevocable;
provided that the Trust will reject any Order that is not properly completed. In the event that the purchase or redemption of
Baskets is suspended by the Trustee or the Sponsor and such suspension affects any Order submitted by the Authorized Participant,
the Trustee or Sponsor, as applicable, will promptly notify the Authorized Participant of such suspension. In such case, the Sponsor
agrees to undertake commercially reasonable efforts to accommodate any request by the Authorized Participant to cancel a previously
placed Order.


 


Section
1.05. Costs and Expenses. The Authorized Participant shall be responsible for the expenses and costs incurred by the
Trust that can be directly attributable to Orders submitted by the Authorized Participant other than ordinary course expenses
and costs which are reimbursed through payment of the fee contemplated in Section 2.02(g) of the Procedures. The Trustee or
the Sponsor shall provide the Authorized Participant with reasonably detailed information relating to such expenses and costs
upon request by the Authorized Participant.


 



    S2-1


     


    

 





Section
1.06. Delivery of Property to the Trust and Shares Surrendered for Redemption. The Authorized Participant understands and
agrees that in the event Deposit Property is not transferred to the Trust by the time specified for the Purchase Order, or Shares
are not delivered to the Trustee by the time specified for the Redemption Order and, in each such case, in compliance with the
Procedures and the relevant Prospectus, the Purchase Order or Redemption Order may be cancelled by the Trustee and the Authorized
Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled
Order. The Authorized Participant will not, however, be responsible for costs incurred by the Trust, the Trustee, or the Custodian
related to cancelled Orders where the failure to transfer Deposit Property to the Trust is due to the gross negligence, bad faith,
or reckless or willful misconduct of the Trustee, the Sponsor, or the Custodian. The foregoing provisions notwithstanding, the
Authorized Participant shall not be liable for any failure or delay in making Delivery of Bullion in respect of a Purchase Order
or for any failure or delay in surrendering Shares for redemption arising from nuclear fission or fusion, radioactivity, war,
terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or
utility problems, power outages resulting in telephone, telecopy and computer failures, acts of God, such as fires, floods, extreme
weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information
systems affecting the Authorized Participant, or similar extraordinary events beyond the Authorized Participant’s control.
In the event of any such delay, the time to complete Delivery in respect of a Purchase Order or Redemption Order will be extended
for a period equal to that during which the inability to perform continues. Upon the deposit of any Bullion, the Authorized Participant
as Depositor represents and warrants that (i) the Bullion meets the relevant requirements to be such Bullion and contains the
required number of Ounces, (ii) the Authorized Participant is duly authorized to make such deposit of Bullion and (iii) at the
time of delivery, the Bullion is free and clear of any lien, pledge, encumbrance, right, charge or claim.


 


Section
1.07. Title to Deposit Property and Shares Surrendered for Redemption. The Authorized Participant represents and warrants
to the Trustee and the Sponsor that


 


a.
in connection with each Purchase Order, the Authorized Participant will have the right and authority to transfer to the Trust
the corresponding Deposit Property, and that upon delivery of such Deposit Property to the Custodian and/or the relevant sub-
custodian in accordance with the Procedures, the Trust will acquire good and unencumbered title to such property, free and clear
of all liens, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims or transferability
restrictions, whether arising by operation of law or otherwise; and


 


b.
in connection with a Redemption Order, the Authorized Participant will have the right and authority to surrender to the
Trustee for redemption the corresponding Shares, and upon such surrender the Trust will acquire good and unencumbered title
to such Shares, free and clear of all liens, charges, duties imposed on the transfer of assets and encumbrances and not
subject to any adverse claims, transferability restrictions (whether arising by operation of law or otherwise), loan, pledge,
repurchase or securities lending agreements or other arrangements which, under such circumstances, would preclude the
delivery of such Shares to the Trustee on the second Business Day following the date of the Redemption Order.


 






    S2-2


     


    

 


Section
1.08. Certain Payments or Distributions.


 


a.
       With respect to any Purchase Order, the Trustee acknowledges and agrees to return to the Authorized Participant or any Authorized
Participant Client for which it is acting any payment, distribution or other amount paid to the Trust in respect of any Deposit
Property transferred to the Trust that, based on the valuation of such Deposit Property at the time of transfer, should have been
paid to the Authorized Participant or any Authorized Participant Client. Likewise, the Authorized Participant acknowledges and
agrees to return to the Trust any payment, distribution or other amount paid to the Authorized Participant or any Authorized Participant
Client in respect of any Deposit Property transferred to the Trust that, based on the valuation of such Deposit Property at the
time of transfer, should have been paid to the Trust.


 


b.      
With respect to any Redemption Order, the Authorized Participant on behalf of itself and any Authorized Participant Client acknowledges
and agrees to return to the Trust any payment, distribution or other amount paid to it or an Authorized Participant Client in
respect of any property transferred to the Authorized Participant or any Authorized Participant Client that, based on the valuation
of such property at the time of transfer, should have been paid to the Trust. The Trustee is entitled to reduce the amount of
any property due to the Authorized Participant or any Authorized Participant Client by an amount equal to any payment, distribution
or other sum to be paid to the Authorized Participant or to the Authorized Participant Client in respect of any property transferred
to the Authorized Participant or any Authorized Participant Client that, based on the valuation of such property at the time of
transfer, should be paid to the Trust. If, however, the Trustee so reduces an amount of any property appropriately due to the
Authorized Participant, the Authorized Participant shall not be required to return to the Trust payments, distributions or other
amounts equal to such reduction that has been paid to the Authorized Participant or the Authorized Participant Client as is contemplated
in the first sentence of this Section 1.08(b). Likewise, the Trust acknowledges and agrees to return to the Authorized Participant
or any Authorized Participant Client any payment, distribution or other amount paid to it in respect of any Shares transferred
to the Trust that, based on the valuation of such Shares at the time of transfer, should have been paid to the Authorized Participant
or such Authorized Participant Client.


 


Section
1.09. Ambiguous Instructions. In the event that a Purchase Order or Redemption Order contains terms that differ from
the information provided in the related telephone call or email transmission, the Trustee will attempt to contact the
Authorized Participant to request confirmation of the terms of the order at the telephone number indicated in the Purchase
Order or Redemption Order. If an Authorized Representative confirms the terms as they appear in the Purchase Order or
Redemption Order, then the order will be accepted and processed. If an Authorized Representative contradicts the terms of the
Purchase Order or Redemption Order, the order will be deemed invalid, and a corrected Purchase Order or Redemption Order must
be received by the Trustee not later than the earlier of (i) within fifteen (15) minutes of such contact with the Authorized
Representative or (ii) thirty (30) minutes after the Order Cutoff Time. For the avoidance of doubt, notwithstanding the
invalidation of the initial Purchase Order or Redemption Order pursuant to this paragraph, a Purchase Order or Redemption
Order that is otherwise in proper form shall be deemed submitted at the time of its initial submission for purposes of
determining when orders are deemed “received.” If the Trustee is not able to contact an Authorized Person, then
the Purchase Order or Redemption Order shall be accepted and processed in accordance with its terms notwithstanding any
inconsistency from the terms of the telephone information. In the event that a Purchase Order or Redemption Order contains
terms that are illegible, the submission will be deemed invalid and the Trustee will attempt to contact the Authorized
Participant to request retransmission. A corrected Purchase Order or Redemption Order must be received by the Trustee, as
applicable, not later than the earlier of (i) within fifteen (15) minutes of such contact with the Authorized Participant
or (ii) thirty (30) minutes after the Order Cutoff Time.


 






    S2-3


     


    

 


ARTICLE
II


 


AUTHORIZED REPRESENTATIVES


 


Section
2.01. Certification. Concurrently with the execution of the Authorized Participant Agreement, the Authorized Participant
shall deliver to the Trustee a certificate in a form as attached at Schedule 3-A to the Authorized Participant Agreement (an “Authorized
Representative Certificate”) signed by the Authorized Participant’s Secretary or other duly authorized person
setting forth the names, signatures, e-mail addresses and telephone and facsimile numbers of all persons authorized to give instructions
relating to any activity contemplated hereby or any other notice, request or instruction on behalf of the Authorized Participant
(each an “Authorized Representative”). Such certificate may be accepted and relied upon by the Trustee as conclusive
evidence of the facts set forth therein and shall be considered to be in full force and effect until (i) receipt by the Trustee
of a superseding Authorized Representative Certificate, or (ii) termination of the Authorized Participant Agreement. After such
Authorized Representative Certificate is accepted by the Trustee, the Authorized Participant may authorize additional Authorized
Representatives to give instructions relating to any activity contemplated hereby or any other notice, request or instruction
on behalf of the Authorized Participant by delivering to the Trustee an addendum to the certificate described above in a form
as attached at Schedule 3-B to the Authorized Participant Agreement.


 


Section
2.02. PIN Numbers. The Trustee shall issue to each Authorized Participant a unique personal identification number
(“PIN Number”) by which such Authorized Participant shall be identified and instructions issued by the
Authorized Participant shall be authenticated. The PIN Number shall be kept confidential and only provided to Authorized
Representatives. The Authorized Participant may revoke the PIN Number at any time upon written notice to the Trustee, and the
Authorized Participant shall be responsible for doing so in the event that it becomes aware that an unauthorized person has
received access to its PIN Number or has or intends to use the PIN Number in an unauthorized manner. Upon receipt of such
written request, the Trustee shall, as promptly as practicable, de-activate the PIN Number. If an Authorized
Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon by the
Authorized Participant and the Trustee. Except as otherwise provided in these Standard Terms, the Authorized Participant
agrees that, absent the Trustee’s fraud, gross negligence, bad faith or reckless or willful misconduct in failing to
cancel the PIN Number promptly following a written request to do so from the Authorized Participant or the termination of the
Authorized Participant Agreement, none of the Trust or the Trustee shall be liable for losses incurred by the Authorized
Participant as a result of unauthorized use of the Authorized Participant’s PIN Number prior to the time when the
Authorized Participant provides notice to the Trustee of the termination or revocation of authority pursuant to Section 2.03
and the Trustee has de-activated the PIN Number as provided for in this paragraph.


 






    S2-4


     


    

 


Section
2.03. Termination of Authority. Upon the termination or revocation of authority of an Authorized Representative by the
Authorized Participant, the Authorized Participant shall (i) give, as promptly as practicable under the circumstances, written
notice of such fact to the Trustee and such notice shall be effective upon receipt by the Trustee; and (ii) request a new PIN
Number. The Trustee shall, as promptly as practicable, de-activate the PIN Number upon receipt of such written notice.


 


Section
2.04. Verification. The Trustee may assume that all instructions issued to it using the Authorized Participant’s
PIN Number have been properly placed by Authorized Representatives, unless the Trustee has actual knowledge to the contrary or
the Authorized Participant has revoked its PIN Number. The Trustee shall have no duty to verify that an Order is being placed
by an Authorized Representative that uses a valid PIN Number. The Authorized Participant agrees that the Trustee shall not be
responsible, absent the Trustee’s fraud, gross negligence, bad faith or reckless or willful misconduct, for any losses incurred
by the Authorized Participant as a result of an Authorized Representative identifying himself or herself as a different Authorized
Representative or an unauthorized person identifying himself or herself as an Authorized Representative, unless the Trustee previously
received from the Authorized Participant written notice to revoke its PIN Number.


 


ARTICLE
III


 


STATUS
OF THE AUTHORIZED PARTICIPANT


 


Section
3.01. Clearing Status. The Authorized Participant represents, covenants and warrants that, as of the date of execution
of the Authorized Participant Agreement, and at all times during the term of the Authorized Participant Agreement, the Authorized
Participant is and will be entitled to use the clearing and settlement services of each of the national or international clearing
and settlement organizations through which, in compliance with the Procedures, the transactions contemplated hereby will clear
and settle. Any change in the foregoing status of the Authorized Participant shall terminate the Authorized Participant Agreement
and the Authorized Participant shall give prompt written notice thereof to the Trustee.


 


Section
3.02. Broker-Dealer Status. The Authorized Participant represents and warrants that, if required under U.S. law, it
is (i) registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (ii) qualified to act as a broker
or dealer in the states or other jurisdictions where it transacts business to the extent so required by applicable law, and
(iii) a member in good standing with FINRA. The Authorized Participant agrees that it will maintain such registrations,
qualifications, and membership in good standing and in full force and effect throughout the term of the Authorized
Participant Agreement. The Authorized Participant further agrees to comply with all applicable U.S. federal laws, the laws of
the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, to the extent such laws
and regulations are applicable to the Authorized Participant’s transactions in Shares, and with the FINRA By-Laws and
Conduct Rules of the NASD (or with comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently repealed,
rescinded, or are otherwise replaced by FINRA Conduct Rules) to the extent the foregoing relates to the Authorized
Participant’s transactions in, and activities with respect to, Shares, and that it will not offer or sell Shares in any
state or jurisdiction where they may not lawfully be offered and/or sold.


 






    S2-5


     


    

 


Section
3.03. Foreign Status. If the Authorized Participant is offering and selling Shares in jurisdictions outside the several
states, territories and possessions of the United States and is not otherwise required to be registered, qualified, or a member
of FINRA as set forth in the preceding paragraph, the Authorized Participant nevertheless agrees to observe the applicable laws
of the jurisdiction in which such offer and/or sale is made and to conduct its business in accordance with the FINRA Conduct Rules,
to the extent the foregoing relates to the Authorized Participant’s transactions in, and activities with respect to, Shares.


 


Section
3.04. Compliance with Certain Laws. If the Authorized Participant is subject to the requirements of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “U.S.A. PATRIOT
Act”), the Authorized Participant has policies and procedures reasonably designed to comply with the anti- money laundering
and related provisions of the U.S.A. PATRIOT Act.


 


Section
3.05. Authorized Participant Status. The Authorized Participant understands and acknowledges that the method by which Baskets
of Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Baskets
of Shares may be issued and sold by the Trust on an ongoing basis, at any point a “distribution”, as such term is
used in the 1933 Act, may occur.


 


ARTICLE
IV


 


ROLE
OF AUTHORIZED PARTICIPANT


 


Section
4.01. No Agency. The Authorized Participant acknowledges and agrees that for all purposes of the Authorized Participant
Agreement, the Authorized Participant will have no authority to act as agent for the Trust or the Trustee in any matter or in
any respect. The Authorized Participant agrees to make itself and its employees available, upon reasonable request, during normal
business hours to consult with the Trustee, the Sponsor or their designees concerning the performance of the Authorized Participant’s
responsibilities under the Authorized Participant Agreement; provided, however, that the Authorized Participant shall be
under no obligation to divulge or otherwise disclose any information that the Authorized Participant reasonably believes (i) the
disclosure of which to third parties is in violation of any applicable law or regulation or is otherwise prohibited, or (ii) is
confidential or proprietary in nature.


 


Section
4.02. Rights and Obligations of DTC Participant. The Authorized Participant, as a DTC Participant, agrees that it shall
be bound by all of the obligations of a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance
with the Procedures.


 


Section
4.03. Beneficial Owner Communications. The Authorized Participant agrees (i) subject to any limitations arising under
federal or state securities laws relating to privacy, its internal privacy policies, or other obligations it may have to its
customers, to assist the Trustee or the Sponsor in determining certain information regarding sales of Shares made by or
through the Authorized Participant (including, without limitation, the ownership level of each beneficial owner relating to
positions in Shares that the Authorized Participant may hold as record holder) upon the request of the Trustee or the Sponsor
that is necessary for the Trustee or Sponsor to comply with their obligations to distribute information to beneficial owners
of Shares under applicable state or federal securities laws or (ii) in lieu thereof, and at the option of the Authorized
Participant, to forward to such beneficial owners written materials and communications received from the Sponsor or the
Trustee in sufficient quantities to allow mailing thereof to such beneficial owners, including notices, annual reports,
disclosure or other informational materials and any amendments or supplements thereto that may be required to be sent by the
Sponsor or the Trustee to such beneficial owners pursuant applicable law or regulation or otherwise, or that the Sponsor or
the Trustee reasonably wishes to distribute to such beneficial owners, in each case at the expense of the Sponsor and/or the
Trust.


 






    S2-6


     


    

 


Section
4.04. Authorized Participant Customer Information. The Sponsor and the Trustee agree that the names and addresses and other
information concerning the Authorized Participant’s customers are and shall remain the sole property of the Authorized Participant,
and none of the Sponsor, the Trust, or the Trustee, or any of their respective affiliates shall use such names, addresses or other
information for any purpose except in connection with the performance of their duties and responsibilities under the Authorized
Participant Agreement, the Procedures, the Standard Terms and the applicable Prospectus and except for servicing and informational
mailings related to the Trust(s) referred to in Section 4.03 above.


 


ARTICLE
V


 


MARKETING
MATERIALS AND REPRESENTATIONS AND WARRANTIES


 


Section
5.01. Authorized Participant’s Representation. The Authorized Participant represents, warrants and agrees that, in
connection with any sale or solicitation of a sale of Shares, it will not make, or permit any of its representatives to make on
its behalf, any representations concerning Shares other than those not inconsistent with the Trust’s then current Prospectus
or any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor. The Authorized Participant
agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares
(excluding, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements,
posters, signs or other similar materials not inconsistent with the Trust’s then current Prospectus and in accordance with
applicable laws and regulations, and any materials prepared and used for the Authorized Participant’s internal use only
or brokerage communications prepared by the Authorized Participant in the normal course of its business), except such information
and materials as may be furnished to the Authorized Participant by the Sponsor and such other information and materials as may
be approved in writing by the Sponsor. The Authorized Participant understands that the Trust will not be advertised as offering
redeemable securities, and that any advertising materials will prominently disclose that the Shares are not redeemable units of
beneficial interest in the Trust. Notwithstanding the foregoing, the Authorized Participant and its Affiliates and representatives
may, without the approval of the Sponsor, prepare and circulate in the regular course of their respective businesses, research,
reports, marketing materials, sales literature or similar materials that include information, opinions or recommendations relating
to Shares (i) for public dissemination, provided that such reports, research, marketing materials, sales literature or other similar
materials comply with applicable FINRA rules and (ii) for internal use by the Authorized Participant and its Affiliates and representatives.


 




    S2-7


     


    

Section
5.02. Prospectus. The Sponsor will provide, or cause to be provided, to the Authorized Participant copies of the then current
Prospectus and any printed supplemental information in reasonable quantities upon request. The Sponsor will, as promptly as practicable
under the circumstances, notify the Authorized Participant when a revised, supplemented or amended Prospectus for the Shares is
available, and deliver or otherwise make available to the Authorized Participant copies of such revised, supplemented or amended
Prospectus at such time and in such quantities as may be reasonable to permit the Authorized Participant to comply with any obligation
the Authorized Participant may have to deliver such Prospectus to its customers. The Sponsor will make such revised, supplemented
or amended Prospectus available to the Authorized Participant no later than its effective date. The Sponsor shall be deemed to
have complied with this Section 5.02 when the Authorized Participant has received such revised, supplemented or amended Prospectus
by e-mail, in printable form, with such number of hard copies as may be agreed from time to time by the parties promptly thereafter


 


ARTICLE
VI


 


INDEMNIFICATION; LIMITATION OF LIABILITY


 


Section
6.01. Indemnification. The provisions of this Section 6.01 shall survive termination of the Agreement.


 


a.      
The Authorized Participant shall indemnify and hold harmless the Sponsor, in its capacity as sponsor of the applicable
Trust, the Trustee, the Trust and their respective Affiliates, subsidiaries, directors, officers, employees and agents, and
each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an “AP
Indemnified Party”) from and against any direct loss, liability, cost and expense (including reasonable
attorneys’ fees) incurred by such AP Indemnified Party as a result of (i) any material breach by the Authorized
Participant of any provision of the Authorized Participant Agreement that relates to the Authorized Participant; (ii) any
material failure on the part of the Authorized Participant to perform any of its obligations set forth in the Authorized
Participant Agreement applicable to it; (iii) any material failure by the Authorized Participant to comply in all material
respects with applicable laws, including rules and regulations of self-regulatory organizations to the extent such laws,
rules and regulations are applicable to the transactions being undertaken pursuant to the Authorized Participant Agreement;
or (iv) actions of such AP Indemnified Party pursuant to any instructions issued in accordance with the relevant Prospectus,
Authorized Participant Agreement, the Procedures, or the Standard Terms reasonably believed by the AP Indemnified Party to be
genuine and to have been given by the Authorized Participant except to the extent that the Authorized Participant had
previously revoked a PIN Number used in giving such instructions or representations (where applicable) and such
revocation was given by the Authorized Participant and received by the Trustee in accordance with the terms of Section 2.03
hereto. The Authorized Participant shall not be liable under its indemnity agreement contained in this paragraph with respect
to any claim made against any AP Indemnified Party unless the AP Indemnified Party shall have notified the Authorized
Participant in writing of the claim within a reasonable time after the summons or other first written notification giving
information of the nature of the claim was served upon the AP Indemnified Party (or after the AP Indemnified Party shall have
received notice of service on any designated agent). However, failure to notify the Authorized Participant of any claim shall
not relieve the Authorized Participant from any liability which it may have to any AP Indemnified Party against whom such
action is brought otherwise than on account of its indemnity agreement contained in this paragraph and shall only release it
from such liability under this paragraph to the extent it has been materially prejudiced by such failure to give notice. The
Authorized Participant shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the
defense of any suit brought to enforce any claims, but if the Authorized Participant elects to assume the defense, the
defense shall be conducted by counsel chosen by it and satisfactory to the AP Indemnified Parties in the suit and who shall
not, except with consent of the AP Indemnified Parties, be counsel to the Authorized Participant. If the Authorized
Participant does not elect to assume the defense of any suit, it will reimburse the AP Indemnified Parties in the suit for
the reasonable fees and expenses of any counsel retained by them. The Authorized Participant shall not be liable to the AP
Indemnified Party for any damages arising out of mistakes or errors in data provided to the Authorized Participant, or
mistakes or errors by, or out of interruptions or delays of communications with the AP Indemnified Parties due to any
action of a service provider to the Trust.


 






    S2-8


     


    

 


b.
     The Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant, its Affiliates, subsidiaries, directors,
officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933
Act (each a “Sponsor Indemnified Party”) from and against any loss, liability, cost and expense (including
reasonable attorneys’ fees) incurred by such Sponsor Indemnified Party as a result of (i) any breach by the Sponsor of any provision
of the Authorized Participant Agreement that relates to the Sponsor; (ii) any failure on the part of the Sponsor to perform any
of its obligations set forth in the Authorized Participant Agreement applicable to it; (iii) any failure on the part of the Sponsor
to comply in all material respects with applicable laws, including rules and regulations of self-regulatory organizations to the
extent such laws, rules and regulations are applicable to the transactions being undertaken pursuant to the Authorized Participant
Agreement; (iv) actions of such Sponsor Indemnified Party pursuant to any instructions issued or representations made in accordance
with the relevant Prospectus, Authorized Participant Agreement, the Procedures, or the Standard Terms reasonably believed by the
Sponsor Indemnified Party to be genuine and to have been given by the Sponsor; or (v) any untrue statements or omissions made
in any promotional material or sales literature furnished to the Authorized Participant by the Sponsor or otherwise approved in
writing by the Sponsor. The Sponsor shall not be liable under its indemnity agreement contained in this paragraph with respect
to any claim made against any Sponsor Indemnified Party unless the Sponsor Indemnified Party shall have notified the Sponsor in
writing of the claim within a reasonable time after the summons or other first written notification giving information of the
nature of the claim shall have been served upon the Sponsor Indemnified Party (or after the Sponsor Indemnified Party shall have
received notice of service on any designated agent). However, failure to notify the Sponsor of any claim shall not relieve the
Sponsor from any liability which it may have to any Sponsor Indemnified Party against whom such action is brought otherwise than
on account of its indemnity agreement contained in this paragraph and shall only release it from such liability under this paragraph
to the extent it has been materially prejudiced by such failure to give notice. The Sponsor shall be entitled to participate at
its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the
Sponsor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Sponsor Indemnified
Parties in the suit and who shall not, except with the consent of the Sponsor Indemnified Parties, be counsel to the Sponsor.
If the Sponsor does not elect to assume the defense of any suit, it will reimburse the Sponsor Indemnified Parties in the suit
for the reasonable fees and expenses of any counsel retained by them.


 






    S2-9


     


    

 


c.
      No indemnifying party, as described in paragraphs (a) and (b) above, shall, without the written consent of the AP Indemnified
Party or the Sponsor Indemnified Party, as the case may be, effect the settlement or compromise of, or consent to the entry of
any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise
or judgment (i) includes an unconditional release of the AP Indemnified Party or Sponsor Indemnified Party, as the case may be,
from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of any AP Indemnified Party or Sponsor Indemnified Party, as the case may be.


 


d.
      The Authorized Participant shall not be liable to any AP Indemnified Party for any damages arising out of (i) mistakes or errors
in data provided in connection with purchase or redemption transactions except for data provided by the Authorized Participant,
or (ii) mistakes or errors by, or arising out of interruptions or delays of communications with, the Trustee or any AP Indemnified
Party.


 


e.
      The indemnification provided for in Section 6.01(a) shall not apply to the extent any such losses, liabilities, damages, costs
and expenses are incurred as a result of any fraud, gross negligence, bad faith or reckless or willful misconduct on the part
of an AP Indemnified Party. The indemnification provided for in Section 6.01(b) shall not apply to the extent any such losses,
liabilities, damages, costs and expenses are incurred as a result of any fraud, gross negligence, bad faith or reckless or willful
misconduct on the part of a Sponsor Indemnified Party.


 


f.
       The indemnity agreements contained in this Section 6.01 shall remain in full force and effect and shall survive any termination
of this Agreement. The Sponsor and the Authorized Participant agree promptly to notify each other of the commencement of any Proceeding
against it and against any of their officers or directors in connection with the issuance and sale of the Shares or in connection
with the registration statement or the relevant Prospectus.


 


ARTICLE
VII


 


MISCELLANEOUS


 


Section
7.01. Commencement of Trading. The Authorized Participant may not submit an Order prior to the effectiveness of the registration
statement, or amendment to the registration statement, filed with the Securities and Exchange Commission and pursuant to which
the Authorized Participant is identified as such in the relevant Prospectus.


 


[Signatures
Follow on Next Page]


 




    S2-10


     


    

IN
WITNESS WHEREOF, the Sponsor and the Trustee have executed these Third Amended and Restated Standard Terms as of the date
set forth above.


 


THE
BANK OF NEW YORK MELLON, in its capacity as Trustee


 


	By:	 	 



Name:
Phyllis A. Cietek  


Title:
Vice President


 


abrdn
ETFs Sponsor LLC, in its capacity as Sponsor


 





	By:	 	 








Name:
Lucia Sitar 


Title:
Vice President


 


[Third
Amended and Restated Standard Terms Signature Page]


 




    S2-11


     


    

 


SCHEDULE
3-A : AUTHORIZED REPRESENTATIVES OF THE AUTHORIZED PARTICIPANT


 


Certificate
of Authorized Representatives of the Authorized Participant


 


The
following are the names, titles, signatures, phone numbers, and email addresses of all persons (each, an “Authorized Representative”)
authorized to give instructions relating to any activity contemplated by the Authorized Participant Agreement between [AUTHORIZED
PARTICIPANT], The Bank of New York Mellon and abrdn ETFs Sponsor LLC dated [DATE] (the “Agreement”) or any other notice,
request or instruction on behalf of the Authorized Participant pursuant to the Agreement.


 





	Name:			Name:		
	Title:			Title:		
	  
					
	Signature:			Signature:		
	Phone:			Phone:		
	Email:			Email:		




 





	Name:			Name:		
	Title:			Title:		
	  
					
	Signature:			Signature:		
	Phone:			Phone:		
	Email:			Email:		


 





	Name:			Name:		
	Title:			Title:		
	  
					
	Signature:			Signature:		
	Phone:			Phone:		
	Email:			Email:		





 


The
undersigned, [AP’S AUTHORIZED SIGNATORY], does hereby certify that the persons listed above have been duly authorized to
act as Authorized Representatives pursuant to the Authorized Participant Agreement.


 





	By:	 	 





Name: 


Title: 


Date:


 




    S3-1


     


    

 


SCHEDULE
3-B : ADDENDUM TO CERTIFICATE OF AUTHORIZED

 REPRESENTATIVES OF THE AUTHORIZED PARTICIPANT


 


[On
AP’s Firm Letterhead] 


[DATE]



The
Bank of New York Mellon 


240
Greenwich Street 


8th
Floor 


New
York, New York 10286 


Attention:
ETF Services


 




 


		Re:	Addendum
to the Certificate of Authorized Representatives for [AUTHORIZED PARTICIPANT] under the Authorized Participant Agreement for the
relevant Trusts sponsored by abrdn ETFs Sponsor LLC dated [DATE] (the “Agreement”)



 


Ladies
and Gentlemen:


 


Pursuant to the Agreement, the following
are the names, titles, signatures, phone numbers, and email addresses of additional Authorized Representatives of [AUTHORIZED
PARTICIPANT] (the “AP”) authorized to give instructions relating to any activity contemplated by the Agreement or
any other notice, request or instruction on behalf of the AP pursuant to the Agreement. This list of Authorized Representatives
is an addendum and adds further Authorized Representatives to the AP’s most recently executed certificate (entitled “Certificate
of Authorized Representatives of the Authorized Participant”).


 





	Name:			Name:		
	Title:			Title:		
	  
					
	Signature:			Signature:		
	Phone:			Phone:		
	Email:			Email:		


 





	Name:			Name:		
	Title:			Title:		
	  
					
	Signature:			Signature:		
	Phone:			Phone:		
	Email:			Email:		


 


Please
provide PIN numbers for those listed above.


 


The
undersigned, [AP’S AUTHORIZED SIGNATORY], does hereby certify that the persons listed above have been duly authorized to
act as Authorized Representatives pursuant to the Authorized Participant Agreement.


 





	By:	 	 


Name: 


Title: 


Date: 




 






    S3-2