Exhibit
10.4


 


TRANSFER AGENT, REGISTRAR AND DISBURSING AGENT AGREEMENT


 


THIS AGREEMENT made as of the 13 day of August,
2010 in the City of Toronto, Province of Ontario


 


BETWEEN:


 


SPROTT ASSET MANAGEMENT LP,


a limited partnership existing under the laws of


Ontario, hereinafter referred to as the “Manager”


who is entering into this contract on behalf of


Sprott Physical Silver Trust


(hereinafter referred to as the “Issuer”)


 


- and -


 


EQUITY TRANSFER & TRUST COMPANY,


a company existing under the laws of Canada


(hereinafter referred to as “Equity”)


 


WHEREAS the Manager wishes to appoint Equity as transfer
agent, registrar and disbursing agent of the Issuer and whereas Equity wishes
to accept such appointments;


 


NOW THEREFORE in consideration of the mutual premises and
Agreements contained in this Agreement the parties hereto agree and covenant
with each other as follows:


 


1.                                       Authority
of the Manager to Act for the Issuer


 


The
Manager represents and warrants that:


 


(a)                                  The Manager has
been duly granted the power and authority to act on behalf of the Issuer;


 


(b)                                 The Manager has
been duly granted the power and authority to execute on behalf of the Issuer
any document, agreement, certificate or instrument deliverable to Equity
hereunder;


 


(c)                                  The Manager has
been duly granted the power and authority to take any actions as the Manager
may deem necessary or advisable to accomplish the purposes of this Agreement;
and


 


(d)                                 The Manager on
behalf of the Issuer, having taken all the necessary and required actions to
properly authorize the execution, delivery and performance by it of this
Agreement hereby appoints Equity as the Issuer’s transfer agent, registrar and 


 

















 


disbursing agent with
respect to the issued and outstanding trust units (hereinafter the “Trust Units” or “Units”) as
evidenced by a certificate or book entry on the issuer’s security register upon
the terms and conditions set out in this Agreement.


 


2.                                       Equity’s Acceptance of Appointment


 


Equity
accepts such appointment as transfer agent, registrar and disbursement agent
and agrees to faithfully carry out and perform its duties hereunder. The
effective date of the appointment of Equity Issuer shall be when all records
have been duly delivered to Equity with arrangements being made for a book
entry only registry with CDS for Canadian and non-North American unitholders
and with DTC for U.S. unitholders.


 


3.                                       Equity’s
Transfer Agency and Registrar Responsibilities


 


(a)                                  Equity shall
keep, at its office in Toronto, the Issuer’s register of holders of Trust Units
(hereinafter the “Unitholders”).
Subject to such general and particular instructions as may from time to time be
given to Equity by or under the authority of the board of directors of the
general partner of the Manager on behalf of the Issuer or any applicable law,
Equity shall make such entries from time to time in the Registers as may be
necessary in order that the accounts of each Unitholder shall be properly and
accurately kept and transfers of Trust Units properly recorded.


 


(b)                                 Equity shall
furnish to the Issuer, upon reasonable request and at the expense of the
Issuer, such statements, lists, entries, information and material, concerning
transfers and other matters, as are maintained or prepared by it as transfer
agent, registrar and disbursing agent of the Issuer.


 


4.                                       Dividend Disbursements


 


(a)                                  The Manager on
behalf of the Issuer hereby appoints Equity to disburse dividends in the form
of cash distributions or other distributions (hereinafter the “Distributions”) for the benefit of the issued and outstanding
Trust Units on the terms and conditions set out in this Agreement.  Equity shall disburse all Distributions which may be
declared from time to time on the Trust Units, and Equity is hereby authorized
and directed to pay such Distributions after receipt at its principal office in
Toronto of:


 


(i)                                     a written and
duly executed direction from the Manager, on behalf of the Issuer, stating that
a Distribution has been declared and setting out all relevant particulars,
including, without limitation, the date of the declaration, record date and the
amount per unit of the Distribution. Such direction shall be delivered at least
5 business days before the record date for the Distribution; and


 


(ii)                                  the timely
deposit of funds in an amount sufficient for the payment of Distributions to
enable Equity to issue the cheques in order to effect a timely Distribution.


 

















 


(b)                                 If any funds
are received by Equity in the form of uncertified cheques, Equity shall be
entitled to delay the time for release of such funds until such uncertified
cheques shall be determined to have cleared the financial institution upon
which the same are drawn. Equity shall hold any amount on account of
distributions which are unclaimed or which cannot be paid for any reason and
Equity shall be entitled to hold such funds in an interest bearing account and
to retain for its own account any interest earned by the holding of same prior
to its disposition in accordance with this Agreement.


 


(c)                                  Equity is fully
authorized and empowered to deduct from any Distribution declared by any Issuer
and to be disbursed by Equity any tax that is required to be withheld, pursuant
to the Income Tax Act (Canada) with respect to the payment of Distributions and
capital gains. Equity is also fully authorized and empowered to prepare on
behalf of the Issuer and to file with the Canada Revenue Agency any information
returns required by law under the Income Tax Act with respect to the payment of
Distributions and returns of capital.


 


5.                                      Authority to Act and Reliance


 


(a)                                  The Manager
shall provide to Equity a Certificate of Incumbency which shall contain
certified specimens of the signatures of the directors and/or officers of the
general partner of the Manager who are authorized to sign Trust Unit
certificates and other documents and to give directions to Equity on behalf of
the Issuer. The Manager shall promptly advise Equity, in writing, as to any
changes in authorized signatories and shall simultaneously provide new
certified specimen signatures to Equity for its permanent record.
Notwithstanding the foregoing, the Manager agrees to provide such certified
specimens of authorized signatures to Equity when requested to do so from time
to time.


 


(b)                                 Equity may act
upon any signature, certificate or other document believed by it to be genuine
and to have been signed by the proper person or persons, or refuse to transfer
a Trust Unit certificate if it is not satisfied as to the propriety of the
requested transfer.  Equity may also act
on the receipt of facsimile and similar electronic instructions that it
believes to be genuine and to have been signed or initiated by the proper
person or persons.


 


(c)                                  Equity may from
time to time refer any documents, requests or questions which may arise in
connection with the performance of its duties hereunder to legal counsel for
the Issuer, at the expense of the Issuer, or to its own counsel, at the expense
of the Issuer for an opinion thereon and shall be entitled to rely absolutely
on such opinion and shall be indemnified and held harmless by the Issuer
against and from any liability, cost and expense for any action taken by Equity
or not taken by Equity in accordance with such instructions or advice.
Notwithstanding the foregoing, Equity may accept and act on any documents which
appear to it to be in order and, provided it has done so in the absence of bad
faith, gross negligence or willful misconduct, shall be indemnified and held
harmless by the Issuer against any liability, cost and expense.


 

















 


(d)                                 The Manager
represents and warrants that all Trust Units of the Issuer issued and
outstanding on the date of the appointment are issued as fully-paid and
non-assessable and that the list of Unitholders for the Issuer provided to
Equity is complete and accurate. The Manager agrees on behalf of the Issuer
that with respect to future allotments and issuances of Trust Units, Equity
shall issue and regard such Trust Units as fully-paid and non-assessable.


 


(e)                                  Equity may
employ, at the expense of the Issuer, such counsel, consultants, experts,
agents, agencies or advisors (hereinafter “Advisors”) as
it may reasonably require for the purpose of performing its duties hereunder
and shall not be responsible or held liable for any damages resulting from the
actions, negligence or misconduct of any such Advisors so employed.


 


6.                                      Issue, Transfer and Cancellation of Certificates


 


(a)                                  The Issuer
agrees that it will promptly furnish to Equity from time to time:


 


(i)                                     copies of all
constating documents, amendments thereto and all relevant by-laws and
resolutions relating to the creation, amendment, allotment and issuance of
Trust Units; and


 


(ii)                                  copies of all
relevant documents and proceedings relating to increases and reductions in the
Issuer’s capital, the reorganization of or change in its capital or the
bankruptcy, insolvency, winding-up or dissolution of the Issuer.


 


(b)                                 Upon receipt of
a certified copy of a resolution of the board of directors of the Manager, on
behalf of the Issuer, authorizing the issuance of Trust Units, together with
written instructions from an authorized director or officer of the Manager, on
behalf of the Issuer, giving particulars of the registered owners of such Trust
Units, Equity shall register such Unitholders and countersign and deliver
certificates representing such Trust Units in accordance with such instructions
and Equity can rely that such instructions are in compliance with exchange or
regulatory requirements as promulgated from time to time.


 


(c)                                  The Issuer
agrees that, so long as this Agreement is in force, it shall issue no Trust
Unit certificates without such Trust Unit certificates being countersigned by
Equity in its capacity as transfer agent and registrar.


 


(d)                                 When a
certificate is presented to Equity for the purpose of transfer, transfer of any
of the Trust Units in respect of which such certificate was issued may be
refused by Equity until it is satisfied that such certificate is valid, that
the endorsement thereon is genuine (and, where required, properly guaranteed)
and that the transfer requested is legally authorized.  In the absence of bad faith, gross negligence
or willful misconduct, Equity shall not incur any liability in refusing to
effect any transfer which, in its judgment, is improper or unauthorized, or in
carrying out any transfer which, in its judgment, is proper or authorized.
Equity 


 

















 


shall incur no liability with respect to the
delivery or non-delivery of any Trust Unit certificate whether delivered by
hand, mail or other means.


 


(e)                                  Upon receipt of
notice from the Issuer or from any Unitholder that a certificate has become
lost, apparently destroyed or wrongfully taken, Equity agrees to place an
appropriate notation on the register of Unitholders.  Equity shall not be required to issue a
replacement certificate to the owner of a security for any certificate that has
been lost, apparently destroyed or wrongfully taken unless:


 


(i)                                     neither the
Issuer nor Equity has received notice that the security represented by the
certificate has been acquired by a good faith purchaser;


 


(ii)                                  the owner has
filed with Equity an indemnity bond sufficient, in Equity’s opinion, to protect
the Issuer and Equity from any loss that either of the Issuer or Equity may
suffer by complying with the request to issue a new certificate; and


 


(iii)                               the owner has
satisfied all other requirements as Equity may from time to time impose, acting
reasonably, including without limitation the delivery by the owner to the
Issuer and Equity of a written indemnity together with a statutory declaration
that the certificate was lost, apparently destroyed or wrongfully taken.


 


For this purpose, the Issuer hereby irrevocably
delegates to Equity the power to determine the sufficiency of the indemnity
bond so posted and to impose all such other reasonable requirements as Equity
may from time to time require in this regard.


 


All Trust Unit certificates surrendered to Equity on
any transfer of Trust Units or on exchanges of certificates in respect to any
change in or reorganization of capital shall be cancelled by Equity and held by
it for a period of 7 years.  Equity shall
not be required to hold such certificates after the expiry of such period and
Equity is hereby authorized to destroy such certificates forthwith after the
end of the 7 year period.


 


(f)                                    In the case of
monthly redemptions for cash the unitholder’s broker will advise CDS who will
in turn follow a procedure as described in the prospectus which has been filed
to register these units (hereinafter the “Prospectus”)
and advise Equity by the delivery to Equity of a Cash Redemption Notice (as
defined in the Prospectus), Equity will process the cancellation at the CDS
level and will deliver the payment to CDS following the procedure described in
the Prospectus.


 


(g)                                 In the case of
quarterly redemptions for physical silver bullion the unitholder’s broker will
advise CDS who will in turn advise Equity by the delivery to Equity of a Silver
Redemption Notice (as defined in the Prospectus), following a procedure as
described in the Prospectus; Equity will process the cancellation at the CDS
level and will advise the Manager or the Trustee as defined in the 


 

















 


Prospectus, who will then issue instructions
as to the silver delivery to the unitholders broker.


 


7.                                      Notice
of Events


 


The Manager on behalf of the Issuer shall promptly
advise Equity in writing of the following:


 


(a)                                  proposed action
with respect to payment or non-payment of Distributions;


 


(b)                                 proposed
actions with respect to retirement or redemption of any Units;


 


(c)                                  the setting of
all record dates; and


 


(d)                                 any change in
the form or nature of the Units or the rights or privileges of the holders.


 


8.                                      Fees


 


(a)                                  Equity’s fees
for its services to the Issuer hereunder shall be those that are set out in “Schedule
A” which is subject to revision during the term of this Agreement on 30
days’ written notice. The Issuer shall reimburse Equity for all costs and
expenses incurred or expended by Equity in connection with the performance of
its duties hereunder and such additional fees and expenses as are agreed
between the parties to be warranted in order to comply with any laws it may be
subject to as transfer agent, registrar and disbursing agent of the
Issuer.  Any amount due hereunder and
unpaid 30 days after being rendered will bear interest from the expiration of
such period at a rate per annum equal to the then current rate charged by
Equity, payable on demand.


 


(b)                                 The Issuer
acknowledges that the fees of Equity are confidential information and shall not
disclose such fees to a third party without the written consent of Equity
except for disclosure (i) to the Issuer’s professional advisors, or (ii) as
required by law.


 


9.                                      Indemnity


 


(a)                                  In addition to
and without limiting any other indemnity specifically provided herein, the
Issuer agrees to defend, indemnify and hold harmless Equity, its successors and
assigns, and its and each of their respective directors, officers, employees
and agents (the “Indemnified Parties”) against and
from any demands, claims, assessments, proceedings, suits, actions, costs,
judgments, penalties, interest, liabilities, losses, damages, debts, expenses
and disbursements (including expert consultant and legal fees and disbursements
on a substantial indemnity, or solicitor and client, basis) (collectively, the “Claims”) that the Indemnified Parties, or any of them, may
suffer or incur or that may be asserted against them, or any of them, in
consequence of, arising from or in any way relating to this Agreement (as the
same may be amended, modified or supplemented from time to time) or Equity’s
duties hereunder or any other services that Equity may provide 


 

















 


to the Issuer in connection with or in any
way relating to this Agreement or Equity’s duties hereunder, except that no
individual Indemnified Party shall be entitled to indemnification in the event
such Indemnified Party is found to have acted negligently, in bad faith or
engaged in willful misconduct. For greater certainty, the Issuer agrees to
indemnify and save harmless the Indemnified Parties against and from any
present and future taxes (other than income taxes), duties, assessments or
other charges imposed or levied on behalf of any governmental authority having
the power to tax that are owed by the Issuer in connection with Equity’s duties
hereunder. In addition, the Issuer agrees to reimburse, indemnify and save
harmless the Indemnified Parties for, against and from all legal fees and
disbursements (on a substantial indemnity basis) incurred by an Indemnified
Party if the Issuer commences an action, or cross claims or counterclaims,
against the Indemnified Party and the Indemnified Party is successful in
defending such claim.


 


(b)                                 The Issuer
agrees that its liability hereunder shall be absolute and unconditional to the
Indemnified Parties regardless of the correctness of any representations of any
third parties and regardless of any liability of third parties to the
Indemnified Parties, and shall accrue and become enforceable without prior
demand or any other precedent action or proceeding, and shall survive the
resignation or removal of Equity or the termination of this Agreement.


 


(c)                                  Equity shall be
under no obligation to prosecute or defend any action or suit in respect of its
agency relationship under this Agreement, but will do so at the request of the
Issuer provided that the Issuer furnishes an indemnity satisfactory to Equity
against any liability, cost or expense which might be incurred.


 


(d)                                 In addition to
the remedies provided herein, Equity shall be entitled to any other rights and
recourses it may have against the Issuer.


 


10.                               Limitation
on Liability


 


(a)                                  Equity shall
not be liable for any error in judgment, for any act done or step taken or
omitted by it in good faith, for any mistake of fact or law or for anything
which it may do or refrain from doing in connection herewith except arising out
of its gross negligence, bad faith or willful misconduct.  In particular, but without limiting the
generality of the foregoing, with respect to meetings of Unitholders, Equity
shall not be liable to the Issuer or to any other party for having relied upon
or deferred to the instructions or decisions of the Issuer, its legal counsel,
or the chairman of the meeting and shall be fully indemnified by the Issuer for
any damages or liability flowing from such action or inaction by Equity in
doing so.


 


(b)                                 In the event
Equity is in breach of this Agreement or its duties hereunder or any Agreement
or duties relating to any other services that Equity may provide to the Issuer
pursuant to written instructions of the Issuer in connection with or in any way
relating to this Agreement or Equity’s duties hereunder, Equity shall be liable
for claims or damages only to an aggregate maximum amount equal to the amount 


 

















 


of fees paid by the Issuer to Equity
hereunder in the twelve months preceding the last of the events giving rise to
such claims or damages, except to the extent that Equity has acted grossly
negligently, in bad faith, or engaged in willful misconduct.  In no event shall Equity be liable for
indirect or consequential damages.


 


11.                               Amendment,
Assignment and Termination


 


(a)                                  Subject to 11(b) and
11(c) and except as specifically provided herein, this Agreement may only
be amended or assigned by a written agreement of the parties.


 


(b)                                 Any entity
resulting from the merger, amalgamation or continuation of Equity or succeeding
to all or substantially all of its transfer agency business (by sale of such
business or otherwise), shall thereupon automatically become the transfer
agent, registrar and disbursing agent hereunder, without further act or
formality.


 


(c)                                  Any entity
resulting from the merger, amalgamation or continuation of an Issuer shall
thereupon automatically become the Issuer hereunder, without further act or
formality.


 


(d)                                 This Agreement
may be terminated by either party on 60 days’ notice in writing being given to
the other at the address set out in this Agreement or at such other subsequent
address of which notice has been subsequently given.


 


(e)                                  In the case of
a termination of Equity’s services by the Manager on behalf of the Issuer
pursuant to this Section, provided that the Issuer is in compliance with all of
the terms of this Agreement including the payment of all amounts owing to
Equity hereunder, Equity shall deliver over to the Issuer the books and
registry of the Issuer and against a receipt executed by the Issuer.


 


(f)                                    Notwithstanding
Section 11(d), this Agreement may be terminated by Equity on 30 days
notice in writing to the Issuer in the event the Issuer refuses or fails to pay
an invoice for fees and expenses, or other demand for payment issued or made
pursuant to this Agreement by Equity, within 60 days of the original invoice or
demand.


 


(g)                                 The provisions
of Sections 8(b), 9 and 10 shall survive termination of this Agreement.


 


(h)                                 If at any time
the name of Equity is changed and at such time any certificates have been
countersigned but not delivered, Equity may adopt the countersignature under
its prior name and deliver such certificates so countersigned; and in case at
that time any certificates have not been countersigned, Equity may countersign
such certificates either in its prior name or in its changed name; and in all
such cases such certificates will be validly countersigned.


 














 


(i)                                     If the Issuer
terminates this Agreement under this Section of this Agreement, the Issuer
shall be obliged to pay a termination fee to cover the cost of preparing the
records for delivery to the Issuer or another Transfer Agent and ongoing
communication with investors and the investment community. The fee will be
equal to 20% of the previous twelve months billing for all transfer agency
services.


 


(j)                                     Any notice or notification to be given by one party to this Agreement to
the other shall be in writing and delivered by hand or sent by first class
insured mail, prepaid courier or by facsimile transmission to the following
address:


 


If to the Issuer:


 


c/o Sprott Asset
Management LP


Suite 2700, South
Tower


Royal Bank Plaza, 200 Bay
Street


Toronto, Ontario, M5J 2J1


Attention:  Steven Rostowsky


 


If to Equity:


 


Equity Transfer & Trust Company


200 University Avenue,


Suite 400


Toronto, Ontario


M5H 4H1


Fax: 416 361 0470


Attention:  Helen Stratigeas


 


And all notices shall be
deemed to have been effectively given on the date three (3) business days
after the date of mailing or, if delivered by hand or sent by facsimile
transmission or any other form of written recorded communication on the date of
delivery or transmission.


 


12.                               General


 


(a)                                  This Agreement
shall be governed by and construed in accordance with the laws of the Province
of Ontario and the laws of
Canada applicable therein and the parties hereby attorn to the jurisdiction of
the courts of the Province of Ontario.


 


(b)                                 This Agreement
shall enure to the benefit of and be binding upon the parties hereto and their
successors and assigns.


 


(c)                                  This Agreement
may be executed in counterparts and may be delivered by facsimile transmission.


 

















 


IN WITNESS WHEREOF this Agreement has been
duly executed by the parties hereto.


 


EQUITY TRANSFER & TRUST COMPANY


 


	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signing Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signing Officer

  	
   

  



 


 


SPROTT ASSET MANAGEMENT LP,


by its general partner, Sprott Asset Management GP Inc.


 


On behalf of the Issuer.


 


 


	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signing Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signing Officer

  	
   

  



 

















 


Resolution
Appointing Equity Transfer & Trust Company as


Transfer
Agent, Registrar and Disbursing Agent


 


BE IT RESOLVED THAT:


 


1.                                       Equity Transfer &
Trust Company (“Equity”), is hereby appointed the transfer agent, registrar and
disbursing agent for the Trust Units (“Trust Units”) of Sprott Physical Silver
Trust; 


 


2.                                       the register of
transfers and register of holders of the Trust Units shall be kept at the
principal office of Equity in the City of Toronto;


 


3.                                       all Trust Units
shall be effectively and interchangeably transferable on the register of
transfers or on any branch register of transfers maintained by Equity
regardless of where or when the Trust Unit certificates therefore shall have
been issued, and entry of the transfer of any Trust Units on the register of
transfers or in any branch register of transfers shall for all purposes be a
complete and valid transfer; and


 


4.                                       any director or
officer of Sprott Asset Management GP Inc., as the general partner of Sprott
Asset Management LP the duly appointed Manager of Sprott Physical Silver Trust
is hereby authorized and directed, for and on behalf of Sprott Physical Silver
Trust to do any and all such acts and things and to execute and deliver any and
all agreements and other documents in such form and terms as such director or
officer may approve, to carry out the provisions of this resolution and to
evidence the aforesaid appointment, such approval to be conclusively evidenced by
such director or officer’s execution and delivery of such agreements or other
documents.


 


* * * * * *


 


CERTIFIED to be a true copy of a resolution of the board of
directors of


Sprott Asset Management GP Inc. as Manager of Sprott Physical Silver
Trust


 


And which resolution is in
full force and effect as of the date hereof.


 


DATED:         day of               ,
2010


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Title)

  



 

















 


CERTIFICATE OF INCUMBENCY


SPECIMEN SIGNATURES OF THE


OFFICERS AND DIRECTORS OF SPROTT ASSET MANAGEMENT GP INC.


 


I,                                                 
of the City of Toronto


 


 


In
the Province of Ontario


 


Herein
Certify That I am the                                                 of


 


Sprott
Asset Management GP Inc., the general partner of Sprott Asset Management LP,
the duly appointed Manager of Sprott Physical Silver Trust


 


The
following persons are duly elected or appointed qualified directors or officers
of Sprott Asset Management GP Inc. holding the office or offices indicated
opposite their respective names, that they are authorized to give instructions
to Equity Transfer & Trust Company and that the signatures appearing
opposite their respective names are the genuine signatures of such persons:


 




	
  Name

  	
   

  	
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  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


	
   

  	
  Certified by:

  	
   

  	
   

  
	
   

  	
   

  	
  (Officer’s Signature, Name
  and Position)

  	
   

  



 


Dated
effective the
                
day of
               
, 2010.


 

















 


LIST OF
OFFICERS AND DIRECTORS


 


To:
EQUITY TRANSFER & TRUST COMPANY


 


Dear
Sirs:


 


I
HEREBY CERTIFY that the following are the Officers and Directors
of Sprott Asset Management GP Inc., general partner of Sprott Asset Managment
LP, the Manager of Sprott Physical Silver Trust


 




	
  Name

  	
   

  	
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Dated
this       day of             
, 2010.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sprott
  Asset Management GP Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
  (Title)