ABERDEEN STANDARD SILVER ETF TRUST 8-K


EXHIBIT 10.1


 


Execution Version


 


FIRST AMENDMENT TO THE


ALLOCATED ACCOUNT AGREEMENT


OF


ABERDEEN STANDARD SILVER ETF TRUST


 


This First Amendment to the
Allocated Account Agreement (this “Amendment”) of the Aberdeen Standard Silver ETF Trust (the “Trust”),
dated as of March 11, 2022, is made by and between JPMorgan Chase Bank, N.A., as the custodian of the Trust (the “Custodian”),
and The Bank of New York Mellon, a New York banking corporation, as the trustee of the Trust (the “Trustee”).


 


WITNESSETH THAT:


 


WHEREAS, the Custodian and
the Trustee are parties to the Allocated Account Agreement dated as of March 29, 2019 (the “Agreement”), which established
an allocated silver account in the Trustee’s name for the Trust; and


 


WHEREAS, pursuant to Section
15.5 of the Agreement, the Custodian and the Trustee desire to amend the Agreement, effective as of March 31, 2022, so as to change the
names of the Trust and the shares issuable by the Trust as follows:


 


	Current Name	New Name
	Aberdeen Standard Silver ETF Trust	abrdn Silver ETF Trust
	Aberdeen Standard Physical Silver Shares ETF	abrdn Physical Silver Shares ETF


 


; and to reflect the change
in the name of the Sponsor from “Aberdeen Standard Investments ETFs Sponsor LLC” to “abrdn ETFs Sponsor LLC”.


 


NOW, THEREFORE, in consideration
of the premises and the agreements hereinafter set forth, the parties hereby agree as follows:


 


		1.	(a)          Amendment to the Preamble. The second paragraph of the preamble is hereby deleted in its
entirety and replaced with the following:



 


		(2)	THE BANK OF NEW YORK MELLON, a New York banking corporation, solely in its capacity as trustee of the
abrdn Silver ETF 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).



 






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(b)          Amendment
to Section 1.1 of the Agreement. The defined terms for “Shares,” “Sponsor,” “Trust” and “Trust
Agreement” in Section 1.1 of the Agreement are hereby deleted in their entirety and replaced with the following:


 


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


 


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


 


“Trust” means the abrdn Silver
ETF Trust formed pursuant to the Trust Agreement;


 


“Trust Agreement” means the
Depositary Trust Agreement of the abrdn Silver ETF Trust dated on or about July 20, 2009, as amended effective as of October 1, 2018 and
on or about March 31, 2022, and as may be further amended from time to time, between abrdn ETFs Sponsor LLC, as Sponsor, and The Bank
of New York Mellon, as Trustee;


 


(c)          Amendment
to Section 7 of the Agreement. The following new Section 7.5 is added to Section 7 of the Agreement:


 


		7.5	Replacement of Bullion:
                                            Upon a determination by the Custodian that any Bullion credited to the Allocated
                                            Account does not comply with the Rules, the Custodian shall as soon as practical replace
                                            such Bullion with Bullion which complies with the Rules. The Custodian shall not start the
                                            foregoing replacement process on a particular Business Day unless it is reasonably sure that
                                            such replacement process can be started and completed in the same Business Day. The Custodian
                                            shall notify the Trustee as soon as practicable on the Business Day (but no later than the
                                            end of business on such Business Day) when the Custodian effects such replacement and Bullion
                                            has been credited to the Allocated Account in accordance with the above instructions. The
                                            cost of any such replacement shall be borne by the Custodian.




 


(d)          Amendment
to Section 14.3 of the Agreement. Section 14.3 of the Agreement is hereby deleted in its entirety and replaced with the following:


 


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




 


	 	The Custodian:	JPMorgan Chase Bank, N.A.
	 	 	25 Bank Street,
	 	 	London E14 5JP
	 	 	
    Attention: Bullion Clearing (for Transfer Notices) or

    EMEA Bullion Sales (for General Notices)

	 	 	
    Email: bullion.clearing@jpmorgan.com (for Transfer Notices)

    or EMEA_bullion_sales@jpmorgan.com (for General Notices)




 






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	 	The Trustee:	The Bank of New York Mellon
	 	 	240 Greenwich Street
	 	 	8th Floor
	 	 	New York, New York 10286
	 	 	Attention: ETF Services 
	 	 	Telephone: (212) 815-2698
	 	 	Email: etfcsm@bnymellon.com


 


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


 


arbdn ETFs Sponsor LLC 


c/o abrdn Inc.


1900 Market Street, Suite 200


Philadelphia, PA 19103 


Attention: Product Governance


Email: ProductGovernanceUS@abrdn.com


 


With a copy to:


 


abrdn ETFs Sponsor LLC 


c/o abrdn Inc.


712 Fifth Avenue, 49th Floor 


New York, NY 10019 


Attention: Adam Rezak 


Email: adam.rezak@abrdn.com


 


(e)          Amendment
to Section 16.4 of the Agreement. Section 16.4 of the Agreement is hereby deleted in its entirety and replaced with the following:


 


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


 


Custodian’s Address for
service of process:


 


JPMorgan Chase Bank, N.A. 


25 Bank Street, Canary Wharf


London, E14 5JP


Attention: Jonatan Sherman


Email: jonatan.h.sherman@jpmchase.com


 


Trustee’s Address for service of process:


 


The Bank of New York Mellon


240 Greenwich Street


New York, New York 10286


Attention: Legal Department – Asset Servicing


 






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With a copy to:


 


The Bank of New York Mellon 


240 Greenwich Street


8th Floor


New York, New York 10286


Attention: ETF Services


Email: etfcsm@bnymellon.com


 


With a copy to:


 


arbdn ETFs Sponsor LLC


c/o abrdn Inc.


1900 Market Street, Suite 200


Philadelphia, PA 19103


Attention: Product Governance


Email: ProductGovernanceUS@abrdn.com


 


AND


 


abrdn ETFs Sponsor LLC


c/o abrdn Inc.


712 Fifth Avenue, 49th Floor


New York, NY 10019


Attention: Adam Rezak


Email: adam.rezak@abrdn.com


 


		(f)	Amendment to Textual References in the Agreement.



(i)         All other
references to “Aberdeen Standard Silver ETF Trust” in the Agreement are hereby deleted and replaced with “abrdn Silver
ETF Trust.”


 


(ii)        All
other references to “Aberdeen Standard Physical Silver Shares ETF” in the Agreement are hereby deleted and replaced with “abrdn
Physical Silver Shares ETF.”


 


(iii)        All
other references to “Aberdeen Standard Investments ETFs Sponsor LLC” in the Agreement are hereby deleted and replaced with
“abrdn ETFs Sponsor LLC.”


 


2.       The
amendments contemplated by this Amendment shall, upon execution of this Amendment by the Custodian and the Trustee, be effective as of
March 31, 2022, and no further action shall be required to make such amendments effective.


 


3.       Except
as expressly amended by this Amendment, the Agreement shall remain in full force and effect.


 


4.       This
Amendment shall be interpreted under, and all rights and duties under this Amendment shall be governed by, English law.


 


5.       Except
as otherwise specified in this Amendment, or as the context may otherwise require, capitalized terms shall have the meaning ascribed to
them in the Agreement.


 






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6.       This
Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together
shall constitute one and the same instrument. Facsimile and electronic counterpart signatures shall be acceptable and binding.


 


7.       Pursuant
to Section 5.5(a) of the Trust Agreement, the Sponsor hereby approves of the Trustee entering into this Amendment.


 


8.       The
Custodian shall advise any Sub-Custodians it may use pursuant to the terms of the Agreement about the change in the names of the Trust
and the shares issuable by the Trust and in the name of the Sponsor to be made by this Amendment so that such Sub-Custodians may update
their records accordingly.


 


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IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the date first set forth above. 


 


JPMorgan Chase Bank, N.A.,


as Custodian


 


/s/ Andrew C. Lovell





 



Name: Andrew C. Lovell


Title: Executive Director


 


The Bank of New York Mellon,


solely in its capacity as Trustee and not individually


 


/s/ Jeffrey McCarthy





 



Name: Jeffrey McCarthy


Title: Managing Director


 


abrdn ETFs Sponsor LLC


(formerly, Aberdeen Standard Investments ETFs Sponsor LLC),


solely as to paragraph 7


 


/s/ Lucia Sitar





 



Name: Lucia Sitar


Title: Vice President


 


[Signature Page to First Amendment to Allocated
Account Agreement of Aberdeen Standard Silver ETF Trust] 


 



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