Aberdeen Standard Silver ETF Trust 8-K


 






Exhibit
10.2


 


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 


 










 






  


UNALLOCATED
ACCOUNT AGREEMENT 


 





 






 




     


     


    

 


This
UNALLOCATED 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)	An
                                         Authorized Participant may apply to become a Shareholder by: (i) applying for Shares
                                         in accordance with an Authorized Participant Agreement and (ii) depositing the relevant
                                         amount of Bullion into the Unallocated Account.



 


		(3)	The
                                         Custodian has agreed to transfer Bullion deposited into the Unallocated Account to the
                                         Allocated Account and where applicable, other accounts, pursuant to the terms of this
                                         Agreement.



 


		(4)	In
                                         order to effect redemptions of Shares, Bullion must be transferred from the Allocated
                                         Account to the Unallocated Account by way of de-allocation, and must then be delivered
                                         to the Shareholder Account.



 


		(5)	The
                                         Trustee has agreed that the Unallocated Account will be established by the Trustee for
                                         the account of the Trust, and that the Trustee will have the sole right to give instructions
                                         for the making of any payments into or out of the Unallocated Account.



 



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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;


 


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


 


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


 


“AP
Account” means a loco London account maintained on an unallocated basis by the Custodian or a Bullion clearing bank
for the Authorized Participant, as specified in the applicable Transfer Notice;


 


“Application”
means an offer by an Authorized Participant to the Trust (in the form prescribed by the Trust) to subscribe for Shares, being
an offer on terms referred to in the Prospectus and in accordance with the provisions of the relevant Authorized Participant Agreement;


 


“Application
Date” means the New York Business Day on which a valid Application Form is received (or deemed to be received) by the
Trustee in accordance with the relevant Authorized Participant Agreement;


 


“Application
Form” means a Purchase Order as defined in the Authorized Participant Agreement;


 


“Authorized
Participant” means a person which has entered into an Authorized Participant Agreement with the Sponsor and the Trustee
in relation to Shares and which: (a) is a person who (i) is a registered broker-dealer or other securities market participant
such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions
and (ii) is a participant in DTC; (b) is approved by the Sponsor (in its absolute discretion); and (c) has established an AP Account;


 


“Authorized
Participant Agreement” means a written agreement between the Trustee, the Sponsor and another person under which such
person is appointed to act as an “Authorized Participant,” in relation to Shares and if such agreement is subject
to conditions precedent, provided that such conditions have been satisfied;


 


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


 



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“Benchmark
Price” means, as of any day, that publicly available per ounce price of Bullion used by the Trust on such day to value
the Trust’s Bullion, which is expected to be the LBMA silver price administered by ICE Benchmark administration but is subject
to change by the Sponsor in accordance with the Trust Agreement;


 


“Bullion”
means silver in physical form complying with the Rules of the Relevant Association held by the Custodian or any Sub-Custodian
under the Allocated Account 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;


 


“Loco
London” means in respect of an account holding Bullion, the custody, trading or clearing of such Bullion in London,
United Kingdom;


 


“Management
Fee” means the amount of Bullion which may be debited from the Metal Accounts at the end of each month and paid to the
Sponsor Account in accordance with the terms of the Prospectus;


 


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


 


“Metal
Entitlement” means as at any date and in relation to any Share the amount(s) of Bullion to which the Shareholder is
entitled on Redemption of that Share on that date in accordance with the Conditions;


 


“New
York Business Day” means a “Business Day” as defined in the Trust Agreement;


 


“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 for the Trust 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;


 



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“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 or the Trust;


 


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


 


“Shareholder
Account” means a loco London account maintained on an unallocated basis by the Custodian or a Bullion clearing bank,
as applicable, for an Authorized Participant or a Shareholder, as specified in the applicable Redemption Notice;


 


“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;


 


“Sponsor
Account” means a loco London account maintained on an unallocated basis by the Custodian or a Bullion clearing bank,
as applicable, for the Sponsor;


 


“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 this Agreement on an Unallocated Basis;


 


“Unallocated
Basis” means, with respect to an Unallocated Account maintained with the Custodian, that the person in whose name the
account is held is entitled to delivery in accordance with the Rules of an amount of Bullion equal to the amount of Bullion standing
to the credit of the person’s account but is an unsecured creditor in any Bullion that the Custodian owns or holds;


 



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“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 Unallocated 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.



 


		2.	UNALLOCATED
                                         ACCOUNT



 


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



 


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



 


		2.3	Unallocated
                                         Account Reports: For each Business Day, by no later than the following Business
                                         Day, the Custodian will provide the Trustee access to information showing the increases
                                         and decreases to the Bullion standing to the Trustee’s credit in the Unallocated
                                         Account, and identifying separately each transaction and the New York or London Business
                                         Day on which it occurred. On each Business Day on which Bullion is deposited or that
                                         is a Withdrawal Date, the Custodian will send the Trustee a notification of (i) each
                                         separate transaction transferring Bullion to the Unallocated Account, including the amount
                                         of Bullion transferred to the Unallocated Account and the AP Account or Shareholder Account
                                         from which such Bullion is transferred, (ii) the amount of Bullion transferred from the
                                         Unallocated Account to the Allocated Account or to any AP Account or Shareholder Account
                                         and (iii) the amount of any remaining Bullion in the Unallocated Account, and the Custodian
                                         will use commercially reasonable efforts to send the notification by 9:00 a.m. (New York
                                         time). In addition, the Custodian will provide the Trustee such information about the
                                         increases and decreases to the Bullion standing to the Trustee’s credit in the
                                         Unallocated Account on a same-day basis at such other times and in such other form as
                                         the Trustee and the Custodian shall agree. 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 Unallocated 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 upon a temporary notification system for making such reports
                                         available to the Trustee.



 



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		2.4	Reversal
                                         of Entries: The Custodian shall reverse any provisional or erroneous entries
                                         to the Unallocated 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 (including, without limitation, where the Custodian has credited a deposit
                                         made pursuant to clause 3.1(b) and on receipt by the Custodian of the Bullion
                                         if it is determined that the Bullion does not comply with the Rules or that it is not
                                         the required weight) and will notify the Trustee of any reversals as soon as reasonably
                                         practicable.



 


		2.5	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 Unallocated Account or any of the amounts standing to the credit
                                         thereof.



 


		2.6	Access:
                                         The Custodian will allow the Sponsor and the Trustee and their Bullion auditors
                                         (currently Inspectorate International Limited) 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, provided however
                                         that any additional visit within the same calendar year shall be subject to the consent
                                         of the Custodian, such consent not to be unreasonably withheld.



 


		3.	DEPOSITS



 


		3.1	Procedure:
                                         The Custodian shall receive deposits of Bullion into the Unallocated Account
                                         (in the manner and accompanied by such documentation as the Custodian may require) by:



 


		(a)	de-allocation
                                         of Bullion held in the Allocated Account on redemption of Shares by a Shareholder or
                                         Authorized Participant or for any other purpose authorized by the Trust Agreement; or



 


		(b)	de-allocation
                                         of Bullion held in the Allocated Account for payment of the Management Fee; or



 


		(c)	transfer
                                         of Bullion from an AP Account relating to the same kind of Bullion and having the same
                                         denomination as that to which the Unallocated Account relates on Application by an Authorized
                                         Participant for Shares.



 


No
other methods of deposit are permitted.


 


		3.2	Notice
                                         Requirements: Notice of intended deposit must be received by the Custodian from
                                         the Trustee no later than 3:00 p.m. (London time) one Business Day prior to the Availability
                                         Date and specify the weight (in troy ounces of silver) to be credited to the Unallocated
                                         Account, the Availability Date, the account from which such deposit will be transferred,
                                         and any other information which the Custodian may, with the agreement of the Trustee,
                                         from time to time require. When, by reference to the Trustee’s notifications and
                                         instructions to the Custodian, the Custodian reasonably believes an amount of Bullion
                                         has been credited to the Unallocated Account in error, the Custodian will notify the
                                         Trustee promptly and, pending a joint resolution of the error, will treat such amount
                                         as not being subject to the standing instruction in clause 5.2.



 



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		3.3	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.



 


		4.	WITHDRAWALS



 


		4.1	Procedure:
                                         The Trustee may at any time give instructions to the Custodian for the withdrawal
                                         of Bullion standing to the credit of the Unallocated Account in such form as may be agreed
                                         by the parties from time to time, provided that a withdrawal may be made only
                                         by:



 


		(a)	transfer
                                         to a Shareholder Account relating to the same kind of Bullion and having the same denomination
                                         as that to which the Unallocated Account relates when Shares are redeemed; or



 


		(b)	transfer
                                         to the Sponsor Account for payment of the Management Fee; or



 


		(c)	transfer
                                         of Bullion to the Allocated Account; or



 


		(d)	the
                                         collection of Bullion from the Custodian at its vault premises, or such other location
                                         as the Custodian may direct by notice to the party taking delivery received not later
                                         than one Business Day prior to the Availability Date, at the Trust’s expense and
                                         risk; or



 


		(e)	delivery
                                         of Bullion to such location as the Trustee directs, at the Trust’s expense and
                                         risk; or



 


		(f)	transfer
                                         to an account maintained by the Custodian or by a third party on an unallocated basis
                                         in connection with the sale of Bullion or other transfers permitted under the Trust Agreement.



 


The
Trustee agrees to exercise its rights under clauses 4.1(d) and (e) on an exceptional basis only. Any Bullion made
available to the relevant person (as instructed by the Trustee) pursuant to clauses 4.1(d) and (e) will be in a
form which complies with the Rules or in such other form as may be agreed between the Trustee and the Custodian the combined weight
of which will not exceed the number of ounces of Bullion the Trustee has instructed the Custodian to debit. The Custodian is entitled
to select the Bullion to be made available to the relevant person (as instructed by the Trustee) provided it is in the same form
as that deposited. To the extent that the Trustee is authorized to sell Bullion under the Trust Agreement, the Custodian may,
but is not required to, purchase such Bullion; provided that the Custodian’s purchase price for such Bullion must be the
Benchmark Price.


 



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		4.2	Notice
                                         Requirements: Any notice relating to a withdrawal of Bullion must be in writing
                                         and:



 


		(a)	if
                                         it relates to a withdrawal pursuant to clauses 4.1(a), 4.1(b) or 4.1(f),
                                         to be in such form as may be agreed by the parties from time to time, and in all cases
                                         be received by the Custodian no later than 3:00 p.m (London time) on the Withdrawal Date
                                         unless otherwise agreed.



 


		(b)	if
                                         it relates to a transfer pursuant to clause 4.1(c), be in the form of an Application
                                         (which shall be sufficient instruction for the purposes of this Agreement) and be received
                                         by the Custodian no later than 3:00p.m. (London time) on the day which is one Business
                                         Day prior to the Withdrawal Date.



 


		(c)	if
                                         it relates to a withdrawal pursuant to clause 4.1(d) or (e), be received
                                         by the Custodian no later than 11:30 a.m. (London time) not less than two Business Days
                                         prior to the Withdrawal Date unless otherwise agreed and specify the name of the person
                                         or carrier that will collect the Bullion from the Custodian or the identity of the person
                                         to whom delivery is to be made, as the case may be;



 


and
in all cases, specify the weight (in troy ounces of silver) of the Bullion to be debited from the Unallocated Account, the Withdrawal
Date and any other information which the Custodian may, with the agreement of the Trustee, from time to time require.


 


		4.3	Right
                                         to Amend Procedure: The Custodian may amend the procedure for the withdrawal
                                         of Bullion from the Unallocated Account 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 3.3 and will be promptly
                                         notified to the Sponsor and the Trustee, such notice to be given in advance of implementation
                                         whenever practicable.



 


		4.4	Delivery
                                         Obligations: Unless otherwise instructed by the Trustee on behalf of the Trust
                                         or the relevant person, the Custodian shall make any transportation and insurance arrangements
                                         in respect of delivery of Bullion in accordance with its usual practice. Where instructions
                                         are given, the Custodian shall use all reasonable efforts to comply with the same. The
                                         Custodian shall not be obliged to effect any requested delivery if, in its reasonable
                                         opinion, this would cause the Custodian or its agents to be in breach of the Rules or
                                         other applicable law, court order or regulation; the costs incurred would be excessive
                                         or delivery is impracticable for any reason. All insurance and transportation costs shall
                                         be for the account of the Trust.



 



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		4.5	Risk:
                                         Where there is a shipment 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.



 


		4.6	Allocation:
                                         Without limiting clause 5.2, in the case of a transfer under clause 4.1(c),
                                         the Custodian will use its commercially reasonable endeavours to complete the allocation
                                         of such deposits of Bullion by not later than 2:00 p.m. (London time) on the Business
                                         Day after receipt of notice given in the form prescribed in clause 4.2(b). Following
                                         the Custodian’s receipt of such notice, the Custodian shall identify bars or ingots
                                         of a weight most closely approximating, but not exceeding, the balance in the Unallocated
                                         Account and shall transfer such weight from the Unallocated Account to the Allocated
                                         Account. 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.



 


		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 Unallocated
                                         Account. The Trustee shall notify the Custodian in writing of the names of the people
                                         who are authorized 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	Continuous
                                         Allocation of Bullion: Without prejudice to clause 5.1, unless otherwise
                                         notified by the Trustee in writing, the Trustee hereby instructs the Custodian that,
                                         whenever Bullion is to be transferred from an AP Account to the Metal Accounts, it will
                                         combine such Bullion with any Bullion then standing to the credit of the Unallocated
                                         Account (excluding Bullion which has been de-allocated in order to effect delivery of
                                         Bullion to a redeeming Authorized Participant or Shareholder or pursuant to other withdrawals
                                         occurring on such day) and to the fullest extent possible, transfer such Bullion to the
                                         Allocated Account such that the amount of Bullion that remains standing to the credit
                                         of the Trustee in the Unallocated Account does not exceed, 1,100 troy ounces at the close
                                         of each Business Day.



 


		5.3	Account
                                         not to be Overdrawn: The Unallocated 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 Unallocated Account to have a debit balance thereon.



 



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



 


		5.5	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.



 


		5.6	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.



 


		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) 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	Safekeeping
                                         of Bullion: The Custodian will be responsible for the safekeeping of the Bullion
                                         on the terms and conditions of this Agreement.



 


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



 



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		8.	REPRESENTATIONS



 


		8.1	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 withdrawal
                                         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 the Trustee’s behalf have been duly authorized
                                         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.



 


		8.2	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 withdrawal
                                         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 Authorized
                                         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.



 


		9.	FEES
                                         AND EXPENSES



 


		9.1	Fees:
                                         There will be no fees charged by the Custodian for the services provided by it
                                         under this Agreement. Payment of such fees will be made by the Sponsor under the Allocated
                                         Account Agreement.



 


		9.2	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, which will
                                         be recovered under the Allocated Account Agreement, and (iii) indemnification obligations
                                         of the Trustee under clause 11.5, which will be paid under 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, for any
                                         other costs, charges and expenses not paid by the Sponsor under its agreement with the
                                         Custodian referenced in this clause 9.2 (including any relevant taxes (other than
                                         VAT, which is addressed in clause 10.1), duties, other governmental charges and
                                         indemnification claims of the Custodian payable by the Trustee pursuant to clause
                                         11.5, but excluding fees for storage and insurance of the Bullion, which will be
                                         recovered under the Allocated Account Agreement) incurred by the Custodian in connection
                                         with the Bullion.



 



    11 


     


    

 





		9.3	Default
                                         Interest: If the Sponsor or the Trustee, as may be applicable, fails to procure
                                         payment to the Custodian any amount when it is due, the Custodian reserves the right
                                         to charge interest (both before and after any judgment) 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.



 


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



 


		9.5	Recovery
                                         from Trust: Amounts payable pursuant to this clause 9 shall not be debited
                                         from the Unallocated 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 Unallocated Account
                                         or to the Trustee in respect of any such amounts.



 


		10.	VALUE
                                         ADDED TAX



 


		10.1	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.



 


		10.2	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.



 


		11.	SCOPE
                                         OF RESPONSIBILITY



 


		11.1	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 that the Custodian notifies the Trust and the Trustee promptly
                                         after any discovery of such lost or damaged Bullion. If the Custodian delivers from the
                                         Unallocated Account Bullion that is not of the weight the Custodian has represented to
                                         the Trustee, recovery by the Trustee, to the extent such recovery is otherwise allowed,
                                         shall not be barred by any delay in asserting a claim because of the failure to discover
                                         such loss or damage regardless of whether such loss or damage could or should have been
                                         discovered.



 



    12 


     


    

 





		11.2	No
                                         Duty or Obligation: The Custodian is under no duty or obligation to make or take
                                         any special arrangements or precautions beyond those required by the Rules or as specifically
                                         set forth in this Agreement.



 


		11.3	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 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.



 


		11.4	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 organization or
                                         failure of 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 11.4 so prevent the Custodian from performing its obligations.



 


		11.5	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 10.1, and the expenses assumed by the Sponsor under its agreement with
                                         the Custodian referenced in clause 9.2) 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.



 



    13 


     


    

 





		11.6	Third
                                         Parties: Except with respect to the Trust, which shall be considered a beneficiary
                                         of this entire Agreement, and the Sponsor, which shall be a beneficiary (as applicable)
                                         of clauses 2.6, 3.3, 4.3 and 11.3, 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 11.6, this Agreement does not confer a benefit
                                         on any person who is not a party to it. The parties to this Agreement 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 2.6,
                                         3.3, 4.3 and 11.3. 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.



 


		12.	TERM
                                         AND TERMINATION



 


		12.1	Method:
                                         Subject to clause 12.2, either the Trustee or the Custodian may terminate
                                         this Agreement for any reason including 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.



 


		12.2	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 12. 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 to the Trust on the terms contemplated by
                                         this Agreement or if it becomes unlawful for the Trustee or the Trust to receive such
                                         services or for the Trustee to be a party to this Agreement;



 



    14 


     


    

 





		(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 by the Custodian, if the Allocated Account Agreement ceases to be in full
                                         force and effect at any time.



 


		12.3	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.



 


		12.4	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 of the Allocated Account Agreement. 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.



 


		12.5	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.



 


		13.	NOTICES



 


		13.1	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 via email) by or on behalf of the party giving it (or its duly
                                         authorized 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.



 


		13.2	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 via email) by or on behalf of the party giving it (or its duly authorized 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
                                         dispatch. Any General Notice sent by email shall be deemed to have been given, made or
                                         served upon actual receipt by the recipient.



 



    15 


     


    

 





		13.3	The
                                         addresses and numbers of the parties for the purposes of clauses 13.1 and 13.2
                                         are:






 





	The Custodian:	JPMorgan Chase Bank, N.A.
	 	25 Bank Street, Canary Wharf, E14 5JP
	 	Attention: John-Paul Crocker– 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




  


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:


 





	The Sponsor:	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







 


		13.4	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.



 


		14.	GENERAL



 


		14.1	Role
                                         of Trustee: The Trustee is a party to this Agreement solely 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.



 



    16 


     


    

 





		14.2	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 Unallocated Account, the Trustee acknowledges that it is acting
                                         pursuant to the Trust Agreement and the Custodian shall not owe 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 Unallocated Account.



 


		14.3	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.



 


		14.4	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 an 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 Trustee from assigning its rights hereunder to a Shareholder to the extent
                                         required for the Trust to fulfill its obligations under the Trust Agreement.



 


		14.5	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.



 


		14.6	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.



 



    17 


     


    

 





		14.7	Entire
                                         Agreement: This document represents the entire agreement between the parties
                                         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 hereto relating to the same subject
                                         matter.



 


		14.8	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.



 


		14.9	Business
                                         Days: If any obligation falls due to be performed on a day which is not a New
                                         York Business Day or a Business Day, as the case may be, then the relevant obligations
                                         shall be performed on the next succeeding Business Day.



 


		14.10	Prior
                                         Agreements: The Custodian or any member of the JP Morgan group of companies (the
                                         “JP Morgan 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 JP Morgan Group or persons associated with them in respect of any
                                         business transacted by them in all or any of the aforementioned securities or instruments.
                                         This Agreement supersedes and replaces any prior existing agreement between the parties
                                         hereto relating to the same subject matter.



 


		14.11	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.



 



    18 


     


    

 





“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.


 


		15.	GOVERNING
                                         LAW AND JURISDICTION



 


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



 


		15.2	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.



 


		15.4	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.



 


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



 



    19 


     


    

 





Custodian’s
Address for service of process:


 


JPMorgan
Chase Bank, N.A.


25
Bank Street, Canary Wharf, E14 5JP, London


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


Attention:
Adam Rezak 


Email:
adam.rezak@aberdeenstandard.com


 


AND


 


1735
Market Street, 32nd Floor


Philadelphia,
PA 19103


Attention:
Legal US


Email:
legal.us@aberdeenstandard.com


 


[Signature
Page Follows]


 




    20 


     


    

 


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	 





 





    21