Aberdeen Standard Silver ETF Trust 8-K


 


Exhibit 10.1


 


JPMORGAN CHASE BANK, N.A.


 


and


 


THE BANK OF NEW YORK MELLON 


solely in its capacity as
trustee of the Aberdeen Standard Silver ETF Trust


and not individually


 





 



 


ALLOCATED ACCOUNT AGREEMENT


 




 



 




     


     


    

 


This
ALLOCATED ACCOUNT AGREEMENT (this “Agreement”) is made with effect on and from 29 March 2019


 


BETWEEN


 


		(1)	JPMORGAN
                                         CHASE BANK, N.A, whose principal place of business in England is at 25 Bank Street,
                                         Canary Wharf, London, E14 5JP (the “Custodian”); and



 


		(2)	THE
                                         BANK OF NEW YORK MELLON, a New York banking corporation, solely in its capacity as trustee
                                         of the Aberdeen Standard Silver ETF Trust (the “Trust”) created
                                         under the Trust Agreement identified below and not individually (the “Trustee”),
                                         which expression shall, wherever the context so admits, include the named Trustee and
                                         all other persons or companies for the time being the trustee or trustees of the Trust
                                         Agreement (as defined below) as trustee for the Shareholders (as defined below).



 


INTRODUCTION


 


		(1)	The
                                         Trustee has agreed to act as trustee for the Shareholders of the Shares pursuant to the
                                         Trust Agreement.



 


		(2)	Shares
                                         may be issued by the Trust against delivery of Bullion made by way of payment for the
                                         issue of such Shares. The Trustee has agreed that Bullion delivered to it on subscription
                                         for Shares will be paid into the Metal Accounts.



 


		(3)	The
                                         Custodian has agreed to transfer Bullion from the Allocated Account into the Unallocated
                                         Account pursuant to the terms of this Agreement.



 


		(4)	The
                                         Trustee has agreed that the Allocated Account will be established by the Trustee in its
                                         name (for each Shareholder pursuant to the Trust Agreement), and that the Trustee will
                                         have the sole right to give instructions for the making of any payments out of the Allocated
                                         Account.



 


IT
IS AGREED AS FOLLOWS


 


		1.	INTERPRETATION



 


		1.1	Definitions:
                                          Words and expressions defined in the Prospectus, unless otherwise defined herein,
                                         have the same meanings when used in this Agreement. In addition, in this Agreement, unless
                                         there is anything in the subject or context inconsistent therewith the following expressions
                                         shall have the following meanings:



 


“Affiliate”
means an entity that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with the Custodian;


 






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“Allocated
Account” means the allocated Bullion account, number 14290, established in the name of the Trustee with the Custodian
pursuant to this Agreement;


 


“Availability
Date” means the Business Day on which the Trustee requests the Custodian to credit to the Allocated Account Bullion
debited from the Unallocated Account;


 


“Bullion”
means silver in physical form complying with the Rules of the Relevant Association held by the Custodian or any Sub-Custodian
under this Agreement and/or any credit balance in the Unallocated Account as the context requires;


 


“Business
Day” means a day (other than a Saturday or a Sunday or a public holiday in England) on which commercial banks generally
and the London bullion market are open for the transaction of business in London;


 


“Conditions”
means the terms and conditions on and subject to which Shares are issued in the form or substantially in the form set out in the
Trust Agreement;


 


“General
Notice” means any notice given in accordance with this Agreement other than a Transfer Notice;


 


“Metal
Accounts” means the Allocated Account and the Unallocated Account;


 


“Point
of Delivery” means such date and time that the recipient (or its agent) acknowledges in written form its receipt of
delivery of Bullion;


 


“Prospectus”
means the prospectus constituting a part of the registration statement filed on Form S-1 with the Securities Exchange Commission
in accordance with the U.S. Securities Act of 1933, as amended, in relation to the Shares as the same may be modified, supplemented
or amended from time to time;


 


“Redemption”
means the redemption of Shares by the Trust in accordance with the Conditions;


 


“Redemption
Form” means a notice in the form prescribed from time to time by the Trust requesting Redemption of Shares;


 


“Redemption
Obligations” means the obligation of the Trust on Redemption of a Share to make payment or deliver Bullion to the relevant
Authorized Participant or Shareholder in accordance with the Conditions;


 


“Relevant
Association” means the London Bullion Market Association or its successors;


 


“Rules”
means the rules, regulations, practices and customs of the Relevant Association (including without limitation the requirements
of “Good Delivery” under the rules of the Relevant Association), the Bank of England and such other regulatory authority
or other body as shall affect the activities contemplated by this Agreement, the Trust, or the activities of a Sub-Custodian;


 






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“Shareholder”
means the beneficial owner of one or more Shares;


 


“Shares”
means the units of fractional undivided beneficial interest in and ownership of the Trust which are issued by the Trust, named
“Aberdeen Standard Physical Silver Shares” and created pursuant to and constituted by the Trust Agreement;


 


“Sponsor”
means Aberdeen Standard Investments ETFs Sponsor LLC, its successors and assigns and any successor Sponsor appointed pursuant
to the Trust Agreement;


 


“Sub-Custodian”
means a sub-custodian, agent or depository (including an entity within the Custodian’s corporate group) appointed by the
Custodian pursuant to clause 8 to perform any of the Custodian's duties under this Agreement including the custody and safekeeping
of Bullion;


 


“Transfer
Notice” means any notice of a deposit or withdrawal made pursuant to clause 3 or clause 4 of this Agreement;


 


“Trust”
means the Aberdeen Standard Silver ETF Trust formed pursuant to the Trust Agreement


 


“Trust
Agreement” means the Depositary Trust Agreement of the Trust dated on or about July 20, 2009, as amended from time to
time, between the Sponsor and the Trustee;


 


“Unallocated
Account” means the loco London unallocated Bullion account, number 14289, established in the name of the Trustee with
the Custodian pursuant to the Unallocated Account Agreement;


 


“Unallocated
Account Agreement” means the Unallocated Account Agreement dated 29 March 2019 between the Trustee and the Custodian
pursuant to which the Unallocated Account is established and operated;


 


“VAT”
means value added tax as provided for in the Value Added Tax Act 1994 (as amended or re-enacted from time to time) and legislation
supplemental thereto and any other tax (whether imposed in the United Kingdom in substitution thereof or in addition thereto or
elsewhere) of a similar fiscal nature; and


 


“Withdrawal
Date” means the Business Day on which the Trustee wishes a withdrawal of Bullion from the Allocated Account to take
place.


 


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



 


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



 






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		2.	ALLOCATED
                                         ACCOUNT



 


		2.1	Opening
                                         Allocated Account: The Custodian shall open and maintain the Allocated Account
                                         in the name of the Trustee (in its capacity as trustee for the Shareholders).



 


		2.2	Deposits
                                         and Withdrawals: The Allocated Account shall evidence and record deposits and
                                         withdrawals of Bullion made pursuant to the terms of this Agreement.



 


		2.3	Denomination
                                         of Allocated Account: The Allocated Account will hold deposits of Bullion and
                                         will be denominated in troy ounces.



 


		2.4	Reports:
                                         For each Business Day, by no later than the following Business Day, Custodian
                                         will transmit to Trustee a report showing the movement of Bullion into and out of the
                                         Allocated Account, identifying separately each transaction and the Business Day on which
                                         it occurred and providing sufficient information to identify each individual bar of Bullion
                                         held in the Allocated Account. For each calendar month, the Custodian will provide the
                                         Trustee within a reasonable time after the end of the month a statement of account for
                                         the Allocated Account. Such reports will be made available to the Trustee by means of
                                         the Custodian’s proprietary electronic Bullion Transfer System website (“eBTS”).
                                         In the event eBTS is unavailable for any reason, the Trustee and the Custodian will agree
                                         on a temporary notification system for making such reports available to the Trustee.



 


		2.5	Reversal
                                         of Entries: The Custodian shall reverse any provisional or erroneous entries
                                         to the Allocated Account which it discovers or of which it is notified with effect back-valued
                                         to the date upon which the final or correct entry (or no entry) should have been made
                                         and will notify the Trustee of any reversals as soon as reasonably practicable.



 


		2.6	Provision
                                         of Information: The Custodian agrees that it will forthwith notify the Trustee
                                         in writing of any encumbrance of which it is aware is or is purported to have been created
                                         over or in respect of the Allocated Account or any of the amounts standing to the credit
                                         thereof.



 


		2.7	Access:
                                         The Custodian will allow the Sponsor and the Trustee and their Bullion auditors
                                         (currently Inspectorate International Limited), and will procure that any Sub-Custodian
                                         that it appoints allows, access to its premises during normal business hours, to examine
                                         the Bullion and such records as they may reasonably require to perform their respective
                                         duties with regard to investors in Shares. The Trustee agrees that any such access shall
                                         be subject to execution of a confidentiality agreement and agreement to the Custodian’s
                                         security procedures, and such audit shall be at the Trust’s expense, and there
                                         shall be a minimum of two audits in a calendar year.



 






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		3.	DEPOSITS



 


		3.1	Procedure:
                                         The Custodian shall receive deposits of Bullion into the Allocated Account relating
                                         to the same kind of Bullion and having the same denomination as that (or one of those)
                                         to which the Allocated Account relates only pursuant to transfers from the Unallocated
                                         Account.



 


		3.2	Right
                                         to Amend Procedure: The Custodian may amend the procedure in relation to the
                                         deposit of Bullion only where such amendment is caused by a change in the Rules or procedures
                                         of the Relevant Association. The Custodian will, whenever practicable, notify the Trustee
                                         and the Sponsor within a commercially reasonable time before the Custodian amends its
                                         procedures or imposes additional ones in relation to the transfer of Bullion into and
                                         from the Unallocated Account, and in doing so the Custodian will consider the Trustee’s
                                         needs to communicate any such change to Authorized Participants and others.



 


		3.3	Allocation:
                                         The Trustee acknowledges that the process of allocation of Bullion to the Allocated
                                         Account from the Unallocated Account may involve minimal adjustments to the weights of
                                         Bullion to be allocated to adjust such weight to the number of whole bars available.



 


		4.	WITHDRAWALS



 


		4.1	Procedure:
                                         The Trustee may at any time give instructions to the Custodian for the withdrawal
                                         of Bullion from the Allocated Account but only by way of de-allocation to the Unallocated
                                         Account or such other account as the Trustee may instruct (subject to clause 4.3
                                         below).



 


		4.2	Notice
                                         Requirements: A confirmation from the Trustee to the Custodian, given through
                                         eBTS (or such other authenticated method as may be agreed by the parties) or in writing,
                                         that a valid Redemption Form has been lodged for Shares shall be deemed an instruction
                                         given under clause 4.1 unless otherwise notified in writing by the Trustee. Any
                                         other notice relating to a withdrawal of Bullion must be in writing.



 


		4.3	Right
                                         to Amend Procedure: The Custodian may amend the procedure for the withdrawal
                                         of Bullion only where such amendment is caused by a change in the Rules or procedures
                                         of the Relevant Association. Any such amendment will be subject to the notification conditions
                                         of the preceding clause 3.2 and will be promptly notified to the Sponsor and the
                                         Trustee, such notice to be given in advance of implementation whenever practicable.



 


		4.4	Specification
                                         of Bullion: The Custodian may specify the serial numbers of the bars to be withdrawn
                                         once it receives instructions from the Trustee to effect a withdrawal of Bullion pursuant
                                         to clause 4.1. The Custodian is entitled to select the Bullion to be made available
                                         to the Trustee; provided, however, that to the extent the Trustee provides specific serial
                                         numbers of bars to be so selected, the Custodian will take reasonable efforts to select
                                         such Bullion as specified by the Trustee. The Custodian may require more than two Business
                                         Days prior notice in the event that the Trustee does specify the serial numbers of bars
                                         to be withdrawn.



 






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		4.5	Collection
                                         of Bullion: The Trustee agrees that in the normal course (which, for the avoidance
                                         of doubt, shall not include withdrawal in connection with the termination of this Agreement)
                                         withdrawal of Bullion from the Allocated Account shall be by way of de-allocation and
                                         subsequent credit of Bullion to the Unallocated Account.



 


		4.6	De-allocation:
                                         Following receipt by the Custodian of notice for the withdrawal of Bullion from
                                         the Allocated Account pursuant to clause 4.1, the Custodian shall de-allocate
                                         sufficient Bullion from the Allocated Account to credit the Unallocated Account in the
                                         amount required. The Trustee acknowledges that the process of de-allocation of Bullion
                                         for withdrawal and/or credit to the Unallocated Account may involve minimal adjustments
                                         to the weight of Bullion to be withdrawn to adjust such weight to the whole bars available.



 


		4.7	Risk:
                                         Where there is a shipment to or from the Custodian of Bullion, all right, title
                                         and risk in and to such Bullion shall pass at the Point of Delivery to the relevant person
                                         for whose account the Bullion is being delivered.



 


		5.	INSTRUCTIONS



 


		5.1	Giving
                                         of Instructions: Only the Trustee shall have the right to give instructions to
                                         the Custodian for deposit of Bullion to or withdrawal of Bullion from the Allocated Account.
                                         The Trustee shall notify the Custodian in writing of the names of the people who are
                                         authorised to give instructions on the Trustee’s behalf. Until the Custodian receives
                                         written notice to the contrary, the Custodian is entitled to assume that any of those
                                         people have full and unrestricted power to give instructions on the Trustee’s behalf.
                                         The Custodian is also entitled to rely on any instructions which are from, or which purport
                                         to emanate from, any person who appears to have such authority.



 


		5.2	Account
                                         not to be Overdrawn: The Allocated Account may not at any time have a debit balance
                                         thereon, and no instruction shall be valid to the extent that the effect thereof would
                                         be for the Allocated Account to have a debit balance thereon.



 


		5.3	Amendments:
                                         Once given, instructions continue in full force and effect until they are cancelled,
                                         amended or superseded. Notice of amendment shall have effect only after actual receipt
                                         by the Custodian.



 


		5.4	Unclear
                                         or Ambiguous Instructions: If, in the Custodian’s opinion, any instructions
                                         are unclear or ambiguous, the Custodian shall use reasonable endeavours (taking into
                                         account any relevant time constraints) to obtain clarification of those instructions
                                         from the Trustee and, failing that, the Custodian may in its absolute discretion and
                                         without any liability on its part, act upon what the Custodian believes in good faith
                                         such instructions to be or refuse to take any action or execute such instructions until
                                         any ambiguity or conflict has been resolved to the Custodian’s satisfaction.



 


		5.5	Refusal
                                         to Execute: The Custodian will, where practicable, refuse to execute instructions
                                         if in the Custodian’s opinion they are or may be contrary to the Rules or any applicable
                                         law and will notify the person or entity providing the instructions of such refusal as
                                         soon as reasonably practicable.



 






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		6.	CONFIDENTIALITY



 


		6.1	Disclosure
                                         to Others: Subject to clause 6.2, each of the Trustee and the Custodian
                                         shall respect the confidentiality of information acquired under this Agreement and will
                                         not, without the other party’s consent, disclose to any other person any transaction
                                         or other information acquired about the other party, its business or the Trust under
                                         this Agreement, in the event such other party has made clear, at or before the time such
                                         information is provided, that such information is being provided on a confidential basis.



 


		6.2	Permitted
                                         Disclosures: Each party accepts that from time to time any other party may be
                                         required by law or the Rules, or requested by a government department or agency, fiscal
                                         body or regulatory or listing authority or as otherwise necessary in conducting the Trust’s
                                         business, to disclose information acquired under this Agreement. In addition, the disclosure
                                         of such information may be required by a party's auditors, by its legal or other advisors,
                                         by a company which is in the same group of companies as a party (i.e., a subsidiary
                                         or holding company of a party), by a Sub-Custodian or (in the case of the Trustee) by
                                         any beneficiary of the trusts constituted by the Trust Agreement. Each party irrevocably
                                         authorises the others to make such disclosures without further reference to such party.



 


		7.	CUSTODY
                                         SERVICES



 


		7.1	Appointment:
                                         The Trustee hereby appoints the Custodian to act as custodian of the Bullion
                                         in accordance with this Agreement and any Rules which apply to the Custodian.



 


		7.2	Segregation
                                         of Bullion: The Custodian will be responsible for the safekeeping of the Bullion
                                         on the terms and conditions of this Agreement. The Custodian will segregate the Bullion
                                         from any Bullion which the Custodian owns or holds for others by making appropriate entries
                                         in its books and records and will require Sub-Custodians to segregate the Bullion from
                                         any silver which they own or hold for others by making appropriate entries in their books
                                         and records. The Custodian shall be deemed to have required such segregation in relation
                                         to the Sub-Custodians named in clause 8.1.



 


		7.3	Ownership
                                         of Bullion: The Custodian will identify in its books that the Bullion belongs
                                         to the Trustee (on trust for the Shareholders).



 


		7.4	Location
                                         of Bullion: Subject to and in accordance with clause 8.1 and unless otherwise
                                         agreed between the parties, Bullion must be held by the Custodian at its vault premises.
                                         The Custodian agrees that it shall use, or where applicable procure any Sub-Custodian
                                         to use, commercially reasonable efforts promptly to transport any Bullion held for the
                                         Trustee to these locations at the Custodian’s cost and risk. The Custodian agrees
                                         that all delivery and packing shall be in accordance with the Rules and Relevant Association
                                         good market practices.



 






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		8.	SUB-CUSTODIANS



 


		8.1	Sub-Custodians:
                                         The Custodian may employ Sub-Custodians solely for the temporary custody and
                                         safekeeping of Bullion until transported to the relevant vault premises as provided in
                                         clause 7.4. The Sub-Custodians the Custodian selects may themselves select sub-custodians
                                         to provide such temporary custody and safekeeping of Bullion, but such sub-custodians
                                         shall not by such selection or otherwise be, or be considered to be, a Sub-Custodian
                                         as such term is used herein. The Custodian will use reasonable care in selecting any
                                         Sub-Custodian. As of the date of this Agreement, the Sub-Custodians that the Custodian
                                         uses are: Brinks Global Services, Via Mat International, Malca-Amit and Group 4 Security
                                         Limited. The Custodian will notify each of the Trustee and the Sponsor if it selects
                                         any additional Sub-Custodian, or stops using any Sub-Custodian for such purpose. The
                                         receipt of notice by each of the Trustee and the Sponsor that the Custodian has selected
                                         a Sub-Custodian (including those named in this clause 8.1) shall not be deemed
                                         to limit the Custodian’s responsibility in selecting such Sub-Custodian.



 


		8.2	Liability:
                                         Except for the Custodian’s obligation to make commercially reasonable efforts
                                         to obtain delivery of Bullion from Sub-Custodians, the Custodian shall not be liable
                                         in contract, tort or otherwise for any loss, damage or expense arising directly or indirectly
                                         from an act or omission, or insolvency, of any Sub-Custodian or any further delegate
                                         of such Sub-Custodian unless the appointment of that Sub-Custodian was made by the Custodian
                                         negligently or in bad faith.



 


		9.	REPRESENTATIONS



 


		9.1	Trustee’s
                                         Representations: The Trustee represents and warrants to the Custodian that (such
                                         representations and warranties being deemed to be repeated upon each occasion of deposit
                                         of Bullion under this Agreement):



 


		(1)	the
                                         Trustee has all necessary authority, powers, consents, licences and authorisations (which
                                         have not been revoked) and has taken all necessary action to enable it lawfully to enter
                                         into and perform its duties and obligations under this Agreement;



 


		(2)	the
                                         persons entering into this Agreement on behalf of the Trustee have been duly authorised
                                         to do so; and



 


		(3)	this
                                         Agreement and the obligations created under it are binding upon and enforceable against
                                         the Trustee, as trustee of the Trust, in accordance with its terms (subject to applicable
                                         principles of equity) and do not and will not violate the terms of the Rules or any order,
                                         charge or agreement by which the Trustee is bound.



 









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		9.2	Custodian’s
                                         Representations: The Custodian represents and warrants to the Trust that (such
                                         representations and warranties being deemed to be repeated upon each occasion of deposit
                                         of Bullion under this Agreement):


 


		(1)	the
                                         Custodian has all necessary authority, powers, consents, licences and authorisations
                                         (which have not been revoked) and has taken all necessary action to enable it lawfully
                                         to enter into and perform its duties and obligations under this Agreement;



 


		(2)	the
                                         persons entering into this Agreement on behalf of the Custodian have been duly authorised
                                         to do so; and



 


		(3)	this
                                         Agreement and the obligations created under it are binding upon the Custodian and enforceable
                                         against the Custodian in accordance with its terms (subject to applicable principles
                                         of equity) and do not and will not violate the terms of the Rules or any order, charge
                                         or agreement by which the Custodian is bound.



 


		10.	FEES
                                         AND EXPENSES



 


		10.1	Fees:
                                         For the Custodian’s services under this Agreement, the Custodian and the Sponsor
                                         have entered a separate agreement, to which the Custodian has agreed, under which the
                                         Sponsor shall pay the Custodian’s fee for services under this Agreement.



 


		10.2	Expenses:
                                         Pursuant to a separate written agreement between the Sponsor and the Custodian,
                                         to which the Custodian has agreed, the Sponsor shall pay to the Custodian on demand all
                                         costs, charges and expenses (excluding (i) any relevant taxes and VAT, duties and other
                                         governmental charges, (ii) fees for storage and insurance of the Bullion and any fees
                                         and expenses of Sub-Custodians, which will be recovered under clause 10.1, and
                                         (iii) indemnification obligations of the Trustee under clause 12.5 which will be paid
                                         pursuant to the following sentence) incurred by the Custodian in connection with the
                                         performance of its duties and obligations under this Agreement or otherwise in connection
                                         with the Bullion. The Trustee will procure payment on demand, solely from and to the
                                         extent of the assets of the Trust, of any other costs, charges and expenses not assumed
                                         by the Sponsor under its agreement with the Custodian referenced in this clause 10.2
                                         (including any relevant taxes (other than VAT, which is addressed in clause 11.1),
                                         duties, other governmental charges and indemnification claims of the Custodian payable
                                         by the Trustee pursuant to clause 12.5, but excluding fees for storage and insurance
                                         of the Bullion and any fees and expenses of Sub-Custodians, which will be recovered under
                                         clause 10.1) incurred by the Custodian in connection with the Bullion.



 


		10.3	Default
                                         Interest:If the Sponsor or the Trustee, as may be applicable, fails to procure
                                         payment to the Custodian of any amount when it is due, the Custodian reserves the right
                                         to charge interest (both before and after any judgement) on any such unpaid amount calculated
                                         at a rate equal to 1% above the overnight London Interbank Offered Rate (LIBOR) for the
                                         currency in which the amount is due. Interest will accrue on a daily basis and will be
                                         due and payable as a separate debt.



 


		10.4	Credit
                                         Balances: No interest or other amount will be paid by the Custodian on any credit
                                         balance on an Allocated Account.



 






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		10.5	Recovery
                                         from Trust: Amounts payable pursuant to this clause 10 shall not be debited
                                         from the Allocated Account, but shall be payable by the Sponsor or the Trustee, as may
                                         be applicable, on behalf of the Trust, and the Custodian hereby acknowledges that it
                                         will have no recourse against Bullion standing to the credit of the Allocated Account
                                         or to the Trustee individually in respect of any such amounts.



 


		11.	VALUE
                                         ADDED TAX



 


		11.1	VAT
                                         Inclusive: All sums payable under this Agreement by the Trust to the Custodian
                                         shall be deemed to be inclusive of VAT if and to the extent VAT is properly chargeable
                                         on any supplies made by the Custodian to the Trust pursuant to this Agreement.



 


		11.2	VAT
                                         Invoice: If VAT is properly chargeable on any supplies made by the Custodian
                                         to the Trust pursuant to this Agreement, the Custodian shall provide a valid VAT invoice
                                         to the Trust.



 


		12.	SCOPE
                                         OF RESPONSIBILITY



 


		12.1	Exclusion
                                         of Liability: The Custodian will use reasonable care in the performance of its
                                         duties under this Agreement and will only be responsible for any loss or damage suffered
                                         as a direct result of any negligence, fraud or wilful default on its part in the performance
                                         of its duties, and in which case its liability will not exceed the market value of the
                                         Bullion lost or damaged at the time such negligence, fraud or wilful default is discovered
                                         by the Custodian, provided the Custodian notifies the Trustee promptly after any discovery
                                         of such lost or damaged Bullion.



 


		12.2	No
                                         Duty or Obligation: The Custodian is under no duty or obligation to make or take,
                                         or require any Sub-Custodian to make or take, any special arrangements or precautions
                                         beyond those required by the Rules or as specifically set forth in this Agreement. Notwithstanding
                                         anything to the contrary in this Agreement, the Custodian represents that the obligations,
                                         duties and responsibilities of any Sub-Custodian with respect to the segregation, identification
                                         and safekeeping of Bullion held by such Sub-Custodian under its arrangements with the
                                         Custodian will be no less protective than the obligations, duties and responsibilities
                                         of the Custodian with respect to the segregation, identification and safekeeping of Bullion
                                         held by the Custodian under this Agreement.



 


		12.3	Insurance:
                                         The Custodian (or one of its Affiliates) shall make such insurance arrangements
                                         from time to time in connection with the Custodian’s custodial obligations under
                                         this Agreement as the Custodian considers appropriate and will be responsible for all
                                         costs, fees and expenses (including any relevant taxes) in relation to any such insurance
                                         policy or policies. Upon reasonable prior written notice, in connection with the preparation
                                         of a registration statement under the United States Securities Act of 1933, as amended,
                                         covering any Shares, the Custodian will allow its insurance to be reviewed by the Trustee
                                         and by the Sponsor. The Custodian also will allow the Trustee and the Sponsor to review
                                         its insurance in connection with any amendment to that initial registration statement
                                         and from time to time, in each case upon reasonable prior written notice from the Trustee
                                         or the Sponsor. Any permission to review the Custodian’s insurance is limited to
                                         the term of this Agreement and is conditioned on the reviewing party executing a form
                                         of confidentiality agreement provided by the Custodian, or if the confidentiality agreement
                                         is already in force, acknowledging that the review is subject thereto.



 






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		12.4	Force
                                         Majeure: The Custodian shall not be liable for any delay in performance or for
                                         the non-performance of any of its obligations under this Agreement by reason of any cause
                                         beyond the Custodian’s reasonable control. This includes any act of God or war
                                         or terrorism or any breakdown, malfunction or failure of transmission, communication
                                         or computer facilities, industrial action, acts and regulations of any governmental or
                                         supra national bodies or authorities or regulatory or self-regulatory organisation or
                                         failure to any such body, authority or organization, for any reason, to perform its obligations,
                                         provided, however, that the Custodian agrees to use reasonable efforts to assist the
                                         Trustee in finding a replacement custodian (including, but not limited to, agreeing to
                                         an assignment of its rights and obligations hereunder) should any event described in
                                         this clause 12.4 so prevent the Custodian from performing its obligations.



 


		12.5	Indemnity:
                                         The Trustee, solely from and to the extent of the assets of the Trust, shall indemnify
                                         and keep indemnified the Custodian (on an after tax basis) on demand against all costs
                                         and expenses, damages, liabilities and losses (other than VAT, which is addressed in
                                         clause 11.1, and the expenses assumed by the Sponsor under its agreement with the Custodian
                                         referenced in clause 10.2) which the Custodian may suffer or incur, directly or
                                         indirectly in connection with this Agreement except to the extent that such sums are
                                         due directly to the negligence, wilful default or fraud of the Custodian.



 


		12.6	Third
                                         Parties: Except with respect to the Trust, which shall be considered a beneficiary
                                         of this entire Agreement, and to the Sponsor, which shall be considered a beneficiary
                                         (as applicable) of clauses 2.7, 3.2, 4.3, 8.1 and 12.3, the Custodian does not
                                         owe any duty or obligation or have any liability towards any person who is not a party
                                         to this Agreement. Except as set forth in this clause 12.6, this Agreement does
                                         not confer a benefit on any person who is not a party to it. The parties hereto do not
                                         intend that any term of this Agreement shall be enforceable by any person who is not
                                         a party to it and do intend that the Contracts (Rights of Third Parties) 1999 Act shall
                                         not apply to this Agreement, provided that the Sponsor may enforce its rights under clauses
                                         2.7, 3.2, 4.3, 8.1 and 12.3. Nothing in this paragraph is intended to limit
                                         the obligations hereunder of any successor Trustee of the Trust or to limit the right
                                         of any successor Trustee of the Trust to enforce the Custodian’s obligations hereunder.


 





     11


     


    

 


		13.	TERM
                                         AND TERMINATION



 


		13.1	Method:
                                         Subject to clause 13.2 below, either the Trustee or the Custodian may
                                         terminate this Agreement for any reason or if the Custodian ceases to offer the services
                                         contemplated by this Agreement to its clients or proposes to withdraw from the Bullion
                                         business, by giving not less than 90 days’ written notice to the other party. Any
                                         such notice given by the Trustee must specify:




 


		(1)	the
                                         date on which the termination will take effect;



 


		(2)	the
                                         person to whom the Bullion is to be made available; and



 


		(3)	all
                                         other necessary arrangements for the redelivery of the Bullion to the order of the Trustee.



 


		13.2	Term:
                                         The term of this Agreement shall be until December 31, 2021 and will continue
                                         thereafter on the same terms until amended in writing or unless terminated by the parties
                                         in accordance with this clause 13. This Agreement may be terminated immediately upon
                                         written notice as follows:



 


		(1)	by
                                         the Trustee, if the Custodian ceases to offer the services contemplated by this Agreement
                                         to its clients or proposes to withdraw from the Bullion business;



 


		(2)	by
                                         the Trustee or the Custodian, if it becomes unlawful for the Custodian to be a party
                                         to this Agreement or to offer its services on the terms contemplated by this Agreement
                                         or it becomes unlawful for the Trustee or the Trust to receive such services or for the
                                         Trustee to be a party to this Agreement;



 


		(3)	by
                                         the Custodian, if there is any event which, in the Custodian’s reasonable view,
                                         indicates the Trust’s insolvency or impending insolvency;



 


		(4)	by
                                         the Trustee, if there is any event which, in the Trustee’s sole view, indicates
                                         the Custodian’s insolvency or impending insolvency;



 


		(5)	by
                                         the Trustee, if the Trust is to be terminated; or



 


		(6)	by
                                         the Trustee or the Custodian, if the Unallocated Account Agreement ceases to be in full
                                         force and effect at any time.



 


		13.3	Change
                                         in Trustee: If there is any change in the identity of the Trustee in accordance
                                         with the Trust Agreement, then the Custodian, the Trustee and the Trust shall execute
                                         such documents and shall take such actions as the new Trustee and the outgoing Trustee
                                         may reasonably require for the purpose of vesting in the new Trustee the rights and obligations
                                         of the outgoing Trustee, and releasing the outgoing Trustee from its future obligations
                                         under this Agreement.



 


		13.4	Redelivery
                                         Arrangements: If the Trustee does not make arrangements acceptable to the Custodian
                                         for the redelivery of the Bullion the Custodian may continue to store the Bullion, in
                                         which case the Custodian will continue to charge the fees and expenses payable under
                                         clause 10. If the Trustee has not made arrangements acceptable to the Custodian
                                         for the redelivery of the Bullion within six months of the date specified in the termination
                                         notice as the date on which the termination will take effect, the Custodian will be entitled
                                         to sell the Bullion and account to the Trustee for the proceeds.



 






     12


     


    

 


		13.5	Existing
                                         Rights: Termination shall not affect rights and obligations then outstanding
                                         under this Agreement which shall continue to be governed by this Agreement until all
                                         obligations have been fully performed.



 


		14.	NOTICES



 


		14.1	Transfer
                                         Notices: Subject to clause 5.1, any Transfer Notice shall be in writing
                                         in English and shall be marked “Urgent – This Requires Immediate Attention”
                                         and signed (unless sent by email) by or on behalf of the party giving it (or its duly
                                         authorised representative). Any Transfer Notice shall be sent either by email or such
                                         other authenticated method as may, from time to time, be agreed between the parties.
                                         Any Transfer Notice shall be deemed to have been given, made or served upon actual receipt
                                         by the recipient.



 


		14.2	General
                                         Notices: Any General Notice shall be in writing in English and shall be marked
                                         “Urgent – This Requires Immediate Attention” and shall be signed (unless
                                         sent by email) by or on behalf of the party giving it (or its duly authorised representative).
                                         Any General Notice shall be given, made or served by sending the same by pre-paid registered
                                         post (first class if inland, first class airmail if overseas) or email. Any General Notice
                                         sent by pre-paid registered post shall be deemed to have been received three Business
                                         Days in the case of inland post or seven Business Days in the case of overseas post after
                                         despatch. Any General Notice sent by email shall be deemed to have been given, made or
                                         served upon actual receipt by the recipient.



 


		14.3	The
                                         addresses and numbers of the parties for the purposes of clauses 14.1 and 14.2
                                         are:



 





	The Custodian:	JPMorgan Chase Bank, N.A.
	 	25 Bank Street,
	 	London E14 5JP
	 	Attention: John-Paul Crocker– Global Commodities
	 	Email: john-paul.a.crocker@jpmorgan.com
	 	 
	The Trustee:	The Bank of New York Mellon
	 	2 Hanson Place
	 	Brooklyn, New York 11217
	 	Attention: Chris Yedreyeski
	 	Email: etfservicescom@bnymellon.com




 





     13


     


    

 



or
such other address as shall have been notified (in accordance with this clause) to the other party hereto. The address and numbers
of the Sponsor for purposes of receiving notices under this Agreement is:



 


Aberdeen
Standard ETFs Sponsor LLC 


c/o
Aberdeen Standard Investments Inc. 


1735
Market Street, 32nd Floor 


Philadelphia,
PA 19103 


Attention:
Legal 


Email:
legal.us@aberdeenstandard.com


 


With
a copy to:


 


Aberdeen
Standard ETFs Sponsor LLC 


c/o
Aberdeen Standard Investments Inc. 


712
Fifth Avenue, 49th Floor 


New
York, NY 10019 


Attention:
Adam Rezak 


Email:
adam.rezak@aberdeenstandard.com


 


		14.4	Recording
                                         of Calls: Each of the Custodian and the Trustee may record telephone conversations
                                         without use of a warning tone. Such records will be the recording party’s sole
                                         property and accepted by the other parties hereto as evidence of the orders or instructions
                                         given.



 


		15.	GENERAL



 


		15.1	Role
                                         of Trustee: The Trustee is a party to this Agreement in its capacity as Trustee
                                         for the Shareholders and accordingly (i) the Trustee shall only be liable to satisfy
                                         any obligations under this Agreement, including any obligations or liabilities arising
                                         in connection with any default by the Trustee under this Agreement, to the extent of
                                         the assets held from time to time by the Trustee as trustee of the trusts constituted
                                         by the Trust Agreement (the “Trust Assets”) to the extent authorized
                                         by the Trust Agreement and (ii) no recourse shall be had to (a) any assets other than
                                         the Trust Assets, including any of the assets held by the Trustee as trustee, co-trustee
                                         or nominee of a trust other than the trusts constituted by the Trust Agreement, as owner
                                         in its individual capacity or in any way other than as trustee of the trusts constituted
                                         by the Trust Agreement; or (b) the Trustee for any assets that have been distributed
                                         by the Trustee to the beneficiaries of the trusts constituted by the Trust Agreement.



 


		15.2	No
                                         Advice: The Custodian’s duties and obligations under this Agreement do
                                         not include providing the other party hereto with investment advice. In asking the Custodian
                                         to open and maintain the Allocated Account, the Trustee acknowledges that it is acting
                                         pursuant to the Trust Agreement and the Custodian shall not owe to the Trustee or the
                                         Trust any duty to exercise any judgment on their behalf as to the merits or suitability
                                         of any deposits into, or withdrawals from, the Allocated Account.



 


		15.3	Rights
                                         and Remedies: The Custodian hereby waives any right it has or may hereafter acquire
                                         to combine, consolidate or merge the Metal Accounts with any other account of the Trust
                                         or the Trustee or to set off any liabilities of the Trust or of the Trustee to the Custodian
                                         and agrees that it may not set off, transfer or combine or withhold payment of any sum
                                         standing to the credit or to be credited to the Metal Accounts in or towards or conditionally
                                         upon satisfaction of any liabilities to it of the Trust or the Trustee. Subject thereto,
                                         the Custodian’s rights under this Agreement are in addition to, and independent
                                         of, any other rights which the Custodian may have at any time in relation to the Bullion.



 






     14


     


    

 


		15.4	Assignment:
                                         This Agreement is for the benefit of and binding upon the parties hereto and their
                                         respective successors and assigns. Save as expressly provided herein, no party may assign,
                                         transfer or encumber, or purport to assign, transfer or encumber, any right or obligation
                                         under this Agreement unless the other party otherwise agrees in writing, except that
                                         consent is not required where the Custodian assigns, transfers or encumbers any right
                                         or obligation under this Agreement to its Affiliate upon notice to the Trustee. This
                                         clause shall not restrict the Custodian’s power to merge or consolidate with any
                                         party, or to dispose of all or part of its custody business and further provided that
                                         this clause shall not restrict the Trust from assigning its rights hereunder to a Shareholder
                                         to the extent required for the Trust to fulfil its obligations under the Trust Agreement.



 


		15.5	Amendments:
                                         Any amendment to this Agreement must be agreed in writing and be signed by all of
                                         the parties hereto. Unless otherwise agreed, an amendment will not affect any legal rights
                                         or obligations which may already have arisen.



 


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



 


		15.7	Entire
                                         Agreement: This document represents the entire agreement between the parties
                                         hereto in respect of its subject matter save for any agreements made with fraudulent
                                         intent, and excludes any prior agreements or representations. This Agreement supersedes
                                         and replaces any prior existing agreement between the parties relating to the same subject
                                         matter.



 


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



 


		15.9	Business
                                         Days: If any obligation falls due to be performed on a day which is not a Business
                                         Day, then the relevant obligations shall be performed on the next succeeding Business
                                         Day.



 


		15.10	Prior
                                         Agreements: The Custodian or any member of the JPMorgan group of companies (the
                                         “JPMorgan Group”) may trade in Shares for its own account as principal,
                                         may have underwritten or may underwrite an issue of Shares or, together with any such
                                         entities’ directors, officers or employees, may have a long or short position in
                                         Shares or in any related security or instrument. Brokerage or other fees may be earned
                                         by any member of the JPMorgan Group or persons associated with them in respect of any
                                         business transacted by them in all or any of the aforementioned securities or instruments.



 






     15


     


    

 


		15.11	U.S.
                                         Resolution Stay. To the extent applicable to the assets held in custody under
                                         this Agreement, the parties acknowledge and agree that (i) to the extent that prior to
                                         the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol
                                         (the “Protocol”), the terms of the Protocol are incorporated into
                                         and form a part of this Agreement, and for such purposes this Agreement shall be deemed
                                         a Protocol Covered Agreement, we (“J.P. Morgan”) shall be deemed a
                                         Regulated Entity and you shall be deemed an Adhering Party; (ii) to the extent that prior
                                         to the date hereof the parties have executed a separate agreement the effect of which
                                         is to amend the qualified financial contracts between them to conform with the requirements
                                         of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the
                                         Bilateral Agreement are incorporated into and form a part of this Agreement, and for
                                         such purposes this Agreement shall be deemed a Covered Agreement, J.P. Morgan shall be
                                         deemed a Covered Entity and you shall be deemed a Counterparty Entity; or (iii) if clause
                                         (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related
                                         defined terms (together, the “Bilateral Terms”) of the form of bilateral
                                         template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate
                                         Groups)” published by ISDA on November 2, 2018 (currently available on the 2018
                                         ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which is available
                                         upon request), the effect of which is to amend the qualified financial contracts between
                                         the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby
                                         incorporated into and form a part of this Agreement, and for such purposes this Agreement
                                         shall be deemed a “Covered Agreement,” J.P. Morgan shall be deemed a “Covered
                                         Entity” and you shall be deemed a “Counterparty Entity.” In the event
                                         that, after the date of this Agreement, both parties hereto become adhering parties to
                                         the Protocol, the terms of the Protocol will replace the terms of this paragraph. In
                                         the event of any inconsistencies between this Agreement and the terms of the Protocol,
                                         the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”),
                                         as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition
                                         shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this
                                         paragraph, references to “this Agreement” include any related credit enhancements
                                         entered into between the parties or provided by one to the other. In addition, the parties
                                         agree that the terms of this paragraph shall be incorporated into any related covered
                                         affiliate credit enhancements, with all references to J.P. Morgan replaced by references
                                         to the covered affiliate support provider.



 


“QFC
Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which,
subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit
Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection
Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings
and any restrictions on the transfer of any covered affiliate credit enhancements.


 


		16.	GOVERNING
LAW AND JURISDICTION



 


		16.1	Governing
                                         Law: This Agreement is governed by, and will be construed in accordance with,
                                         English law.



 






     16


     


    

 


		16.2	Jurisdiction:
                                         The Trustee and the Custodian agree that the courts of the State of New York,
                                         in the United States of America, and the United States federal court located in the Borough
                                         of Manhattan in such state are to have jurisdiction to settle any disputes or claims
                                         which may arise out of or in connection with this Agreement and, for these purposes the
                                         Trustee and the Custodian irrevocably submits to the non-exclusive jurisdiction of such
                                         courts, waive any claim of forum non conveniens and any objection to laying of venue,
                                         and further waive any personal service.



 


		16.3	Waiver
                                         of Immunity: To the extent that the Trustee may in any jurisdiction claim for
                                         it as Trustee, the Trust or its assets any immunity from suit, judgment, enforcement
                                         or otherwise howsoever, the Trustee agrees not to claim and irrevocably waives any such
                                         immunity which it would otherwise be entitled to (whether on grounds of sovereignty or
                                         otherwise) to the full extent permitted by the laws of such jurisdiction.



 


		16.4	Service
                                         of Process: Process by which any proceedings are begun may be served on a party
                                         by being delivered to the party’s address specified below. This does not affect
                                         any right to serve process in another manner permitted by law.



 


Custodian’s
Address for service of process:


 


JPMorgan
Chase Bank, N.A. 


25
Bank Street 


London
E14 5JP 


Attention:
Peter Smith – Global Commodities


 


Trustee’s
Address for service of process:


 


BNY
Mellon 


1
Canada Square 


London
E14 5AL, United Kingdom 


Attention:
Legal Department


 


With
a copy to:


 


The
Bank of New York Mellon 


2
Hanson Place 


Brooklyn,
New York 11217 


Attention:
ETF Services


 


With a copy to:


 


Aberdeen
Standard Investments ETFs Sponsor LLC 


712
Fifth Avenue, 49th Floor 


New
York, NY 10019 


Email:
adam.rezak@aberdeenstandard.com


 


AND


 






     17


     


    

 


1735
Market Street, 32nd Floor 


Philadelphia,
PA 19103 


Attention:
Legal US 


Email:
legal.us@aberdeenstandard.com


 


[Signature
Page Follows]


 




     18


     


    

 


EXECUTED
by the Parties:


 


Signed
on behalf of and for 

JPMORGAN CHASE BANK, N.A. by


 





	Signature:
     	/s/
    Peter L. Smith	 
	Name: Peter
    L. Smith	 
	Title: Managing
    Director	 







 


Signed
on behalf of and for 


THE
BANK OF NEW YORK MELLON, solely in its capacity as trustee of the Aberdeen Standard Silver ETF Trust and not individually,
by


 





	Signature: 	/s/
    Thomas Porrazzo	 
	Name: Thomas
    Porrazzo	 
	Title: Managing
    Director	 






 





     19