What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-08-12 compared with 2021-08-13 · 182 added, 215 removed, 613 unchanged (39% of the section changed)

purpose of the GraniteShares Platinum Trust (the “Trust”) is to own platinum transferred to the Trust in exchange for shares

issued by the Trust (“Shares”).

purpose of the GraniteShares Platinum Trust (the “Trust”) is to own platinum transferred to the Trust in exchange for shares

issued by the Trust (“Shares”).

Each Share represents a fractional undivided beneficial interest in and ownership of the

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The Trust was formed on January 11, 2018 when an initial deposit of

platinum was made in exchange for the issuance of two Baskets (a “Basket”

consists of 50,000 Shares).

sponsor of the Trust is GraniteShares LLC (the “Sponsor”).

The trustee of the Trust is The Bank of New York Mellon (the “Trustee”)

and the custodian is ICBC Standard Bank Plc (the “Custodian”).

Trust’s Shares at redeemable value increased from $8,845,503 at June 30, 2020 to $37,477,854 at June 30, 2021, the Trust’s

platinum was made in exchange for the issuance of two Baskets (a “Basket” consists of 50,000 Shares).

sponsor of the Trust is GraniteShares LLC (the “Sponsor”).

The trustee of the Trust is The Bank of New York Mellon (the “Trustee”)

and the custodian is ICBC Standard Bank Plc (the “Custodian”).

Trust’s Shares at redeemable value increased from $37,477,854 at June 30, 2021 to $44,801,455, at June 30, 2022, the Trust’s

fiscal year end.

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engage in any activities designed to obtain a profit from or to improve the losses caused by changes in the price of platinum.

held by the Trust will only be delivered to pay the remuneration due to the Sponsor (the “Sponsor’s Fee”), distributed

to Authorized Participants (defined below) in connection with the redemption of Baskets or sold (1) on an as-needed basis to pay Trust

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Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such

The Trust does not and will not hold or trade in commodities futures contracts, “commodity interests”

or any other instruments

regulated by the Commodity Exchange Act (the “CEA”), as administered by the Commodity Futures Trading Commission (the “CFTC”).

The Trust is not a commodity pool for purposes of the CEA and the Shares are not “commodity interests”, and neither the Sponsor

The Trust does not and will not hold or trade in commodities futures contracts, “commodity interests” or any other instruments

regulated by the Commodity Exchange Act (the “CEA”), as administered by the Commodity Futures Trading Commission (the “CFTC”).

The Trust is not a commodity pool for purposes of the CEA and the Shares are not “commodity interests”, and neither the Sponsor

nor the Trustee is subject to regulation as a commodity pool operator or a commodity trading advisor in connection with the Shares.

Trust has no fixed termination date.

Sponsor of the registrant maintains an Internet website at www.graniteshares.com, through which the registrant’s annual reports

on Form 10-K, quarterly reports on Form 10-Q, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of

the Securities Exchange Act of 1934, as amended, or the Exchange Act, are made available free of charge as soon as reasonably practicable

after they have been filed or furnished to the Securities and Exchange Commission (the “SEC”).

Additional information regarding

the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.

objective of the Trust is for the value of the Shares to reflect, at any given time, the value of the assets owned by the Trust at that

time less the Trust’s accrued expenses and liabilities as of that time.

The Shares are intended to constitute a simple and cost-effective

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form) and held in physical custody at the Custodian.

Physical platinum of the Trust in the Custodian’s possession is not subject

to borrowing arrangements with third parties.

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by platinum held by the Custodian on behalf of the Trust.

noted above, the Shares are backed primarily by allocated physical platinum bullion identified as the Trust’s property in the Custodian’s

The Trust arrangements contemplate that no Shares can be issued unless the corresponding amount of platinum has been deposited

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Once deposited into the Trust, platinum is only removed from the Trust if (i) sold to pay Trust expenses (such as the

Sponsor’s Fee and any other expenses not assumed by the Sponsor) or liabilities to which the Trust may be subject, or (ii) transferred

from the Trust’s account to an Authorized Participant’s account in exchange for one or more Baskets of Shares surrendered

Sponsor’s Fee and any other expenses not assumed by the Sponsor) or liabilities to which the Trust may be subject, or (ii) transferred

from the Trust’s account to an Authorized Participant’s account in exchange for one or more Baskets of Shares surrendered

for redemption.

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cost efficient.

the return, if any, of an investment in the Shares is subject to the additional expenses of the Trust, including the Sponsor’s

Fee, the Trustee’s Fee, the Custodian’s Fee, and to other costs and expenses not assumed by the Sponsor which would not be

the return, if any, of an investment in the Shares is subject to the additional expenses of the Trust, including the Sponsor’s

Fee, the Trustee’s Fee, the Custodian’s Fee, and to other costs and expenses not assumed by the Sponsor which would not be

incurred in the case of a direct investment in platinum, the Shares may represent a cost-efficient alternative for investors not otherwise

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importance and are found in the largest quantities.

The other four—iridium, rhodium, ruthenium and osmium—are produced only

as co-products of platinum and palladium.

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8% of the total supply.

Platinum Supply and Demand 2016–2020

Platinum Supply and Demand 2017–2021

following table sets forth a summary of the world platinum supply and demand for the last ten years and is based on information reported

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Movement in Stocks

Johnson Matthey, PGM Market Report 2021

Johnson Matthey, PGM Market Report 2021, published May 2022

Chart of the Price of Platinum

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In addition, the LPPM promotes refining

standards for the platinum market by maintaining the “London/Zurich Good Delivery List,”

which are the lists of LPPM accredited

standards for the platinum market by maintaining the “London/Zurich Good Delivery List,” which are the lists of LPPM accredited

melters and assayers of platinum.

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ounces, and one troy ounce is equivalent to 31.1034768 grams.

good delivery platinum plate or ingot is acceptable for delivery in settlement of a transaction on the OTC market (a “Good Delivery

Platinum Plate or Ingot”).

good delivery platinum plate or ingot is acceptable for delivery in settlement of a transaction on the OTC market (a “Good Delivery

Platinum Plate or Ingot”).

A Good Delivery Platinum Plate or Ingot must contain between 32 and 192 troy ounces of platinum with

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Unless otherwise

specified, the platinum spot price always refers to the “Good Delivery Standards”

set by the LPPM.

specified, the platinum spot price always refers to the “Good Delivery Standards” set by the LPPM.

global platinum markets are overseen and regulated by both governmental and self-regulatory organizations.

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regulation of the financial market participants, including the major participating members of the LPPM, falls under the authority of

the Financial Conduct Authority (FCA) as provided by the Financial Services and Markets Act 2000 (“FSM Act”).

act, all UK-based banks, together with other investment firms, are subject to a range of requirements, including fitness and properness,

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most significant platinum futures exchange in the U.S.

is NYMEX, a subsidiary of the Chicago Mercantile Exchange Group (the “CME

Group”).

Another commodity exchange includes the Tokyo Commodity Exchange (“TOCOM”).

is NYMEX, a subsidiary of the Chicago Mercantile Exchange Group (the “CME

Another commodity exchange includes the Tokyo Commodity Exchange (“TOCOM”).

addition to the public nature of the pricing, futures exchanges in the United States are regulated at two levels, internal and external

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futures exchanges to ensure compliance with core principles applicable to designated contract markets to have rules and procedures to

prevent market manipulation, abusive trade practice and fraud, and the CFTC conducts regular review of the markets’

rule enforcement

prevent market manipulation, abusive trade practice and fraud, and the CFTC conducts regular review of the markets’ rule enforcement

Other local regulators enforce their own regulations governing trading platforms and futures exchanges located in their jurisdictions.

Market Trading

the Trust seeks to reflect generally the performance of the price of platinum less the Trust’s expenses and liabilities, Shares

may trade at, above or below their NAV.

The NAV of Shares will fluctuate with changes in the market value of the Trust’s assets.

The trading prices of Shares will fluctuate in accordance with changes in their NAV as well as market supply and demand.

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when the Exchange is closed for regular trading.

Trustee values the platinum held by the Trust using that day’s LBMA Platinum Price PM.

LBMA Platinum Price PM is the price per

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there is no LBMA Platinum Price PM on any day, the Trustee is authorized to use the LBMA Platinum Price AM announced on that day.

neither price is available for that day, the Trustee will value the Trust’s platinum based on the most recently announced LBMA

Platinum Price PM or LBMA Platinum Price AM.

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Further, the Sponsor may instruct the Trustee to use on an on-going

basis a different publicly available price which the Sponsor determines to fairly represent the commercial value of the Trust’s

Neither the Trustee nor the Sponsor are liable to any person for the determination that the most recently announced LBMA Platinum

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any determination as to the alternative basis for evaluation, provided that such determination is made in good faith.

the value of the Trust’s platinum has been determined, the Trustee subtracts all accrued fees, expenses and other liabilities of

the Trust from the total value of the platinum and all other assets of the Trust.

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interested in the Trust.

Trust’s only ordinary recurring expense is expected to be the Sponsor’s Fee.

In exchange for the Sponsor’s Fee, the

Trust’s only ordinary recurring expense is expected to be the Sponsor’s Fee.

In exchange for the Sponsor’s Fee, the

Sponsor has agreed to assume the following expenses incurred by the Trust:

the Trustee’s Fee and its ordinary out-of-pocket expenses,

the Custodian’s Fee and its reimbursable expenses, the Exchange listing fees, SEC registration fees, marketing expenses, printing

the Trustee’s Fee and its ordinary out-of-pocket expenses,

the Custodian’s Fee and its reimbursable expenses, the Exchange listing fees, SEC registration fees, marketing expenses, printing

and mailing costs, audit fees and expenses and up to $100,000 per annum in legal fees and expenses.

Sponsor’s Fee is accrued daily at an annualized rate equal to 0.50% of the net asset value of the Trust and is payable monthly

The Sponsor may, at its discretion and from time to time, waive all or a portion of the Sponsor’s Fee for stated periods

Sponsor’s Fee is accrued daily at an annualized rate equal to 0.50% of the net asset value of the Trust and is payable monthly

The Sponsor may, at its discretion and from time to time, waive all or a portion of the Sponsor’s Fee for stated periods

The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive

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Presently, the Sponsor does not intend to waive any part of its fee.

the Sponsor may, in its sole discretion, agree to rebate all or a portion of the Sponsor’s Fee attributable to Shares held by certain

institutional investors subject to minimum shareholding and lock up requirements as determined by the Sponsor to foster stability in

the Trust’s asset levels.

Any such rebate will be subject to negotiation and written agreement between the Sponsor and the investor

on a case by case basis.

The Sponsor is under no obligation to provide any rebates of the Sponsor’s Fee.

Neither the Trust nor

the Trustee will be a party to any Sponsor’s Fee rebate arrangements negotiated by the Sponsor.

Any Sponsor’s Fee rebate

the Trustee will be a party to any Sponsor’s Fee rebate arrangements negotiated by the Sponsor.

Any Sponsor’s Fee rebate

shall be paid from the funds of the Sponsor and not from the assets of the Trust.

Sponsor’s Fee will be paid through delivery of platinum from the Trust Unallocated Account that has been de-allocated from the

Trust Allocated Account for this purpose.

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The Trustee will endeavor to sell platinum at such times and in the smallest amounts required to permit such

payments as they become due, it being the intention to avoid or minimize the Trust’s holdings of assets other than platinum.

the amount of platinum to be sold will vary from time to time depending on the level of the Trust’s expenses and the market price

The Custodian may, but is not required to purchase platinum needed to cover Trust expenses provided that if the Trustee’s

payments as they become due, it being the intention to avoid or minimize the Trust’s holdings of assets other than platinum.

the amount of platinum to be sold will vary from time to time depending on the level of the Trust’s expenses and the market price

The Custodian may, but is not required to purchase platinum needed to cover Trust expenses provided that if the Trustee’s

instruction to sell platinum is received by the Custodian by 1:00 p.m.

(London time), the purchase price for the platinum will be that

day’s LBMA Platinum Price PM (or other applicable benchmark price), and if the Trustee’s instruction to sell platinum is

received by the Custodian after 1:00 p.m.

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benchmark price) available after that day.

Sponsor’s Fee for the year ended June 30, 2021 was 130,460.

held by the Trustee pending payment of the Trust’s expenses will not bear any interest.

Sponsor’s Fee for the year ended June 30, 2022 was $209,660.

held by the Trustee pending payment of the Trust’s expenses will not bear any interest.

Each sale of platinum by the Trust will

be a taxable event to Shareholders for federal income tax purposes.

See “United States Federal Income Tax Consequences—Taxation

Shareholders.”

See “United States Federal Income Tax Consequences—Taxation

Shareholders.”

Issuance of Baskets

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Upon the deposit of the corresponding amount

of platinum with the Custodian, and the payment of the Trustee’s applicable fee and of any expenses, taxes or charges (such as

stamp taxes or stock transfer taxes or fees), the Trustee will deliver the appropriate number of Baskets to the DTC account of the depositing

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(New York time) on the date such purchase order is received, or deemed received, a copy of the purchase order endorsed

“Accepted”

by the Trustee and indicating the Basket Amount that the Authorized Participant must deliver to the Custodian

“Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant must deliver to the Custodian

at the Trust Unallocated Account loco London in exchange for each Basket.

Prior to the Trustee’s acceptance as specified above,

a purchase order only represents the Authorized Participant’s unilateral offer to deposit platinum in exchange for Baskets of Shares

Prior to the Trustee’s acceptance as specified above,

a purchase order only represents the Authorized Participant’s unilateral offer to deposit platinum in exchange for Baskets of Shares

and has no binding effect upon the Trust, the Trustee, the Custodian or any other party.

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The computation is made by the Trustee as promptly as practicable after 4:00 p.m.

See “The Trust—Valuation of Platinum;

Computation of Net Asset Value”

for a description of how the LBMA

See “The Trust—Valuation of Platinum;

Computation of Net Asset Value” for a description of how the LBMA

Platinum Price PM is determined, and description of how the Trustee determines the NAV.

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The Basket Amount so

determined is communicated via electronic mail message to all Authorized Participants and made available on the Sponsor’s website

for the Shares.

The Exchange also publishes the Basket Amount determined by the Trustee as indicated above.

the Sponsor has assumed what are expected to be most of the Trust’s expenses, and the Sponsor’s Fee accrues daily at the

same rate (i.e., 1/366th for a leap year or 1/365th for a non-leap year of the daily net asset value of the Trust multiplied by 0.50%),

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for the corresponding Basket Amount announced by the Trustee.

Upon the surrender of such Shares and the payment of the Trustee’s

applicable fee and of any expenses, taxes or charges (such as stamp taxes or stock transfer taxes or fees), the Trustee will deliver

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benchmark price is not announced, will not be accepted.

redemption distribution from the Trust will consist of a credit to the redeeming Authorized Participant’s unallocated account representing

the amount of the platinum held by the Trust evidenced by the Shares being redeemed as of the date of the redemption order.

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transfer of platinum and the issuance and delivery of Shares, and any expense associated with the delivery of platinum other than by

credit to an Authorized Participant’s unallocated account with the Custodian.

may be suspended, or the date for delivery of platinum may be postponed, only (i) during any period in which regular trading on the Exchange

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Sponsor is a Delaware limited liability company and was formed on January 6, 2017.

The Sponsor’s office is located at 205 Hudson

Street, New York, New York 10013.

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of being the sole member of the Sponsor.

Sponsor’s Role

Sponsor arranged for the creation of the Trust, and is responsible for the ongoing registration of the Shares for their public offering

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Trust and the following expenses incurred by the Trust:

the Trustee’s monthly fee and its ordinary out-of-pocket expenses, the

Custodian’s Fee and its reimbursable expenses, Exchange listing fees, SEC registration fees, marketing expenses, printing and mailing

the Trustee’s monthly fee and its ordinary out-of-pocket expenses, the

Custodian’s Fee and its reimbursable expenses, Exchange listing fees, SEC registration fees, marketing expenses, printing and mailing

costs, audit fees and expenses and up to $100,000 per annum in legal fees and expenses.

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Trust Agreement, the Trustee has not cured the breach within 30 days, or (iii) if the Trustee refuses to consent to the implementation

of an amendment to the Trust’s initial Internal Control Over Financial Reporting.

The Sponsor also has the right to replace the

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Sponsor has developed a marketing plan for the Trust, prepares marketing materials regarding the Shares, including the content of the

Trust’s website, and executes the marketing plan for the Trust on an ongoing basis.

Bank of New York Mellon, a banking corporation organized under the laws of the State of New York with trust powers, serves as the Trustee.

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subject to supervision by the New York State Department of Financial Services and the Board of Governors of the Federal Reserve System.

A copy of the Trust Agreement is available for inspection at The Bank of New York Mellon’s trust office identified above.

of New York Mellon had at least $150 million in capital and retained earnings as of June 30, 2022.

Trustee’s Role

Trustee is responsible for the day-to-day administration of the Trust.

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and (iv) selling

the Trust’s platinum as needed to cover the Trust’s expenses.

The Trustee intends to regularly communicate with the Sponsor

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reports provided by the Custodian pursuant to the Custody Agreements.

The Trustee, along with the Sponsor, will liaise with the Trust’s

legal, accounting and other professional service providers as needed.

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of the financial statements of the Trust and with all periodic reports required to be filed with the SEC on behalf of the Trust.

Custodian is responsible for holding the Trust’s allocated platinum as well as receiving and converting allocated and unallocated

platinum on behalf of the Trust.

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than 192 Ounces of unallocated platinum for the Trust, which corresponds to the maximum Ounce weight of Good Delivery Platinum or Ingot.

The Custodian converts the Trust’s platinum between allocated and unallocated platinum when:

(1) Authorized Participants engage

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with the Custodian and identifying the platinum bars held in the Trust Allocated Account.

Custodian’s fees and expenses are to be paid by the Sponsor.

The Custodian and its affiliates may from time to time act as Authorized

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When instructed by the Sponsor, the Trustee shall demand

that a custodian of the Trust deliver such of the Trust’s platinum held by it as is requested of it to any other custodian or such

substitute or additional custodian or custodians directed by the Sponsor.

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by the Custody Agreements.

See “—Inspection of Platinum”

for a summary of the provisions of the Custody Agreements

See “—Inspection of Platinum” for a summary of the provisions of the Custody Agreements

permitting the Sponsor and the Trustee and their identified representatives, independent public accountants and physical platinum auditors

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the Custody Agreements, the Custodian will allow the Sponsor and the Trustee and their identified representatives, independent public

accountants and physical platinum auditors (currently Inspectorate), access to its premises upon reasonable notice during normal business

accountants and physical platinum auditors (currently Bureau Veritas), access to its premises upon reasonable notice during normal business

hours, to examine the physical platinum and such records as they may reasonably require to perform their respective duties with regard

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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 any such audit shall be at the Trust’s expense.

of the Shares

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Any creation and issuance of Shares above

the amount registered on the Trust’s then-current and effective registration statement with the SEC will require the registration

of such additional Shares.

of Limited Rights

Shares do not represent a traditional investment and Shareholders should not view them as similar to “shares”

of a corporation

Shares do not represent a traditional investment and Shareholders should not view them as similar to “shares” of a corporation

operating a business enterprise with management and a board of directors.

Shareholders do not have the statutory rights normally associated

with the ownership of shares of a corporation, including, for example, the right to bring “oppression”

or “derivative”

with the ownership of shares of a corporation, including, for example, the right to bring “oppression” or “derivative”

All Shares are of the same class with equal rights and privileges.

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Transfers will be made in accordance with standard securities industry practice.

of the Trust’s Platinum

Custodian, as instructed by the Trustee on behalf of the Trust, is authorized to accept, on behalf of the Trust, deposits of platinum

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limitation the good delivery rules of the LPPM).

held for the Trust Allocated Account by the Custodian is held at the Custodian’s London vault.

Platinum temporarily held by the

Custodian’s currently selected subcustodians and by subcustodians of subcustodians may be held in vaults located in England or

in other locations.

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applicable require any subcustodian to use, commercially reasonable efforts to promptly transport such physical platinum held on behalf

of the Trust to the Custodian’s London vault premises at the Custodian’s own cost and risk.

Custodian’s vault is managed by The Brink’s Company.

of the Trust to the Custodian’s London vault premises at the Custodian’s own cost and risk.

Custodian’s vault is managed by The Brink’s Company.

The Custodian segregates by identification in its books and records

the Trust’s platinum in the Trust Allocated Account from any other platinum which it owns or holds for others and requires the

subcustodians it selects to so segregate the Trust’s platinum held by them.

the Trust’s platinum in the Trust Allocated Account from any other platinum which it owns or holds for others and requires the

subcustodians it selects to so segregate the Trust’s platinum held by them.

This requirement reflects the current custody practice

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by virtue of its participation in the London bullion market.

The Custodian’s books and records are expected, as a matter of current

London bullion market custody practice, to identify every plate or ingot of platinum held in the Trust Allocated Account in its own vault

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Sponsor has contracted with a specialist bullion assaying firm to provide biannual inspections of the platinum plates and ingots held

on behalf of the Trust and the Custodian’s records concerning the Trust Allocated Account and the Trust Unallocated Account as

they may be reasonably required to perform their respective duties to Shareholders.

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to an investment in Shares by a Non-U.S.

Shareholder (as defined below).

Shareholder (as defined below), represents, insofar as it describes conclusions as to United

States federal income tax law and subject to the limitations and qualifications described therein, the opinion of Vedder Price P.C.,

special United States federal income tax counsel to the Sponsor.

The discussion below is based on the Internal Revenue Code of 1986,

1986, as amended (the “Code”), Treasury Regulations promulgated thereunder and judicial and administrative interpretations

of the Code, all as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively.

The tax treatment of Shareholders may vary depending upon their own particular circumstances.

Certain Shareholders (including but not

limited to banks, financial institutions, insurance companies, tax-exempt organizations, broker-dealers, traders, Shareholders that are

partnerships for United States federal income tax purposes, persons holding Shares as a position in a “hedging,”

“straddle,”

“conversion,”

or “constructive sale”

transaction for United States federal income tax purposes, persons whose

“functional currency”

is not the U.S.

dollar, persons with “applicable financial statements”

within the meaning

as amended (the “Code”), Treasury Regulations promulgated thereunder and judicial and administrative interpretations of the

Code, all as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively.

tax treatment of Shareholders may vary depending upon their own particular circumstances.

Certain Shareholders (including but not limited

to banks, financial institutions, insurance companies, tax-exempt organizations, broker-dealers, traders, Shareholders that are partnerships

for United States federal income tax purposes, persons holding Shares as a position in a “hedging,” “straddle,”

“conversion,” or “constructive sale” transaction for United States federal income tax purposes, persons whose

“functional currency” is not the U.S.

dollar, persons with “applicable financial statements” within the meaning

of Section 451(b) of the Code, or other investors with special circumstances) may be subject to special rules not discussed below.

addition, the following discussion applies only to investors who will hold Shares as “capital assets”

within the meaning

addition, the following discussion applies only to investors who will hold Shares as “capital assets” within the meaning

of Section 1221 of the Code.

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tax law considerations potentially applicable to their investment in Shares.

purposes of this discussion, a “U.S.

Shareholder”

is a Shareholder that is:

an individual who is treated

as a citizen or resident of the United States for United States federal income tax purposes;

a corporation (or entity

treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States,

any state thereof or the District of Columbia;

an estate, the income of

which is includible in gross income for United States federal income tax purposes regardless of its source;

a trust, if a court within

the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons

have the authority to control all substantial decisions of the trust, or a trust that has made a valid election under applicable

Treasury Regulations to be treated as a domestic trust.

purposes of this discussion, a “U.S.

Shareholder” is a Shareholder that is:

individual who is treated as a citizen or resident of the United States for United States federal income tax purposes;

corporation (or entity treated as a corporation for United States federal income tax purposes) created or organized in or under the

laws of the United States, any state thereof or the District of Columbia;

estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source;

trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or

more United States persons have the authority to control all substantial decisions of the trust, or a trust that has made a valid

election under applicable Treasury Regulations to be treated as a domestic trust.

Shareholder that is not a U.S.

Shareholder as defined above is considered a “Non-U.S.

Shareholder”

for purposes of this discussion.

Shareholder as defined above is considered a “Non-U.S.

Shareholder” for purposes of this discussion.

If a partnership or other entity or arrangement treated as a partnership for U.S.

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of the purchase, ownership and disposition of such Shares.

Sponsor and the Trustee will treat the Trust as a “grantor trust”

for United States federal income tax purposes..

a result, the Trust itself will not be subject to United States federal income tax.

Instead, the Trust’s income and expenses will

“flow through”

to the Shareholders, and the Trustee will report the Trust’s income, gains, losses and deductions to

the Internal Revenue Service (the “IRS”) on that basis.

There can be no assurance that the IRS will agree with this position

and it is possible that the IRS or another tax authority could assert a position contrary to one or all of those conclusions and that

a court could sustain that contrary position.

Neither the Sponsor nor the Trustee will request a ruling from the IRS with respect to

the classification of the Trust for United States federal income tax purposes.

If the IRS were to assert successfully that the Trust

is not classified as a “grantor trust,”

the Trust would likely be classified as a partnership for United States federal income

tax purposes, which may affect the timing and other tax consequences to the Shareholders.

following discussion assumes that the Trust will be classified as a “grantor trust”

for United States federal income tax

Sponsor and the Trustee will treat the Trust as a “grantor trust” for United States federal income tax purposes.

In the opinion

of Vedder Price P.C., special United States federal income tax counsel to the Sponsor, the Trust will be classified as a “grantor

trust” for United States federal income tax purposes.

As a result, the Trust itself will not be subject to United States federal

Instead, the Trust’s income and expenses will “flow through” to the Shareholders, and the Trustee will

report the Trust’s income, gains, losses and deductions to the Internal Revenue Service (the “IRS”) on that basis.

The opinion of Vedder Price P.C.

represents only its best legal judgment and is not binding on the IRS or any court.

Accordingly, there

can be no assurance that the IRS will agree with this position and it is possible that the IRS or another tax authority could assert

a position contrary to one or all of those conclusions and that a court could sustain that contrary position.

Neither the Sponsor nor

the Trustee will request a ruling from the IRS with respect to the classification of the Trust for United States federal income tax purposes.

If the IRS were to assert successfully that the Trust is not classified as a “grantor trust,” the Trust would likely be classified

as a partnership for United States federal income tax purposes, which may affect the timing and other tax consequences to the Shareholders.

following discussion assumes that the Trust will be classified as a “grantor trust” for United States federal income tax

will be treated, for United States federal income tax purposes, as if they directly owned a pro rata share of the underlying assets held

in the Trust.

Shareholders also will be treated as if they directly received their respective pro rata shares of the Trust’s income,

if any, and as if they directly incurred their respective pro rata shares of the Trust’s expenses.

Shareholders also will be treated as if they directly received their respective pro rata shares of the Trust’s income,

if any, and as if they directly incurred their respective pro rata shares of the Trust’s expenses.

In the case of a Shareholder

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of a Basket, the delivery of platinum to the Trust in exchange for the underlying platinum represented by the Shares will not be a taxable

event to the Shareholder, and the Shareholder’s tax basis and holding period for the Shareholder’s pro rata share of the

platinum held in the Trust will be the same as its tax basis and holding period for the platinum delivered in exchange therefor.

purposes of this discussion, and unless stated otherwise, it is assumed that all of a Shareholder’s Shares are acquired on the

same date and at the same price per Share.

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the Trust sells platinum, for example to pay expenses, a Shareholder will recognize gain or loss in an amount equal to the difference

between (a) the Shareholder’s pro rata share of the amount realized by the Trust upon the sale and (b) the Shareholder’s

tax basis for its pro rata share of the platinum that was sold.

A Shareholder’s tax basis for its share of any platinum sold by

the Trust generally will be determined by multiplying the Shareholder’s total basis for its share of all of the platinum held in

A Shareholder’s tax basis for its share of any platinum sold by

the Trust generally will be determined by multiplying the Shareholder’s total basis for its share of all of the platinum held in

the Trust immediately prior to the sale, by a fraction the numerator of which is the amount of platinum sold, and the denominator of

which is the total amount of the platinum held in the Trust immediately prior to the sale.

After any such sale, a Shareholder’s

tax basis for its pro rata share of the platinum remaining in the Trust will be equal to its tax basis for its share of the total amount

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that was sold.

a Shareholder’s sale of some or all of its Shares, the Shareholder will be treated as having sold the portion or all, respectively,

of its pro rata share of the platinum held in the Trust at the time of the sale that is attributable to the Shares sold.

the Shareholder generally will recognize gain or loss on the sale in an amount equal to the difference between (a) the amount realized

pursuant to the sale of the Shares, and (b) the Shareholder’s tax basis for the portion of its pro rata share of the platinum held

in the Trust at the time of sale that is attributable to the Shares sold, as determined in the manner described in the preceding paragraph.

redemption of some or all of a Shareholder’s Shares in exchange for the underlying platinum represented by the Shares redeemed

generally will not be a taxable event to the Shareholder.

The Shareholder’s tax basis for the platinum received in the redemption

generally will be the same as the Shareholder’s tax basis for the portion of its pro rata share of the platinum held in the Trust

The Shareholder’s tax basis for the platinum received in the redemption

generally will be the same as the Shareholder’s tax basis for the portion of its pro rata share of the platinum held in the Trust

immediately prior to the redemption that is attributable to the Shares redeemed.

The Shareholder’s holding period with respect

to the platinum received should include the period during which the Shareholder held the Shares redeemed.

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received by the Shareholder will be a taxable event, unless a nonrecognition provision of the Code applies to such sale.

any sale or redemption of less than all of a Shareholder’s Shares, the Shareholder’s tax basis for its pro rata share of

the platinum held in the Trust immediately after such sale or redemption generally will be equal to its tax basis for its share of the

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Shareholders Who Are Individuals

current law, gains recognized by individuals from the sale of “collectibles,”

including platinum, held for more than one

current law, gains recognized by individuals from the sale of “collectibles,” including platinum, held for more than one

year are taxed at a maximum rate of 28%, rather than the current maximum 20% rate applicable to most other long-term capital gains.

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Shareholder attributable to a sale of Shares held for more than one

year, or attributable to the Trust’s sale of any platinum which the Shareholder is treated (through its ownership of Shares) as

having held for more than one year, generally will be taxed at a maximum federal income tax rate of 28%.

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as those at which ordinary income is taxed.

corporation’s capital gain is generally taxed at the same federal income tax

rates applicable to the corporation’s ordinary income.

corporation’s capital gain is generally taxed at the same federal income tax

rates applicable to the corporation’s ordinary income.

Tax on Net Investment Income

Shareholders who are individuals are required to pay a 3.8% tax on the lesser of the excess of their modified adjusted gross income

over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers) or their “net investment

income,”

which generally includes capital gains from the disposition of property.

over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers) or their “net investment

income,” which generally includes capital gains from the disposition of property.

This tax is in addition to any capital gains

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Fees and Trust Expenses

brokerage or other transaction fee incurred by a Shareholder in purchasing Shares will be treated as part of the Shareholder’s

tax basis in the underlying assets of the Trust.

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Tax-Exempt Shareholders

Shareholders (“U.S.

Tax-Exempt Shareholders”) are subject to United States federal income tax only on their “unrelated

business taxable income”

(“UBTI”).

Shareholders (“U.S.

Tax-Exempt Shareholders”) are subject to United States federal income tax only on their “unrelated

business taxable income” (“UBTI”).

Unless they incur debt in order to purchase Shares, it is expected that U.S.

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by Regulated Investment Companies

funds and other investment vehicles which are “regulated investment companies”

within the meaning of Code Section 851 should

funds and other investment vehicles which are “regulated investment companies” within the meaning of Code Section 851 should

consult with their tax advisers concerning (i) the likelihood that an investment in Shares may be considered an investment in the underlying

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We note that in recent administrative guidance, the IRS stated that it will

no longer issue rulings under Code Section 851(b) relating to the determination of whether or not an instrument or position is a “security,”

but, instead, intends to defer to guidance from the SEC for such determination.

by Certain Retirement Plans

408(m) of the Code provides that the purchase of a “collectible”

as an investment for an IRA, or for a participant-directed

account maintained under any plan that is tax-qualified under Section 401(a) of the Code (“Tax Qualified Account”), is treated

408(m) of the Code provides that the purchase of a “collectible” as an investment for an IRA, or for a participant-directed

account maintained under any plan that is tax-qualified under Section 401(a) of the Code (“Tax Qualified Account”), is treated

as a taxable distribution from the account to the owner of the IRA, or to the participant for whom the Tax Qualified Account is maintained,

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To the extent required by applicable regulations, each Shareholder will be provided with information regarding its allocable

portion of the Trust’s annual income (if any) and expenses.

Shareholder may be subject to United States backup withholding

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Account Tax Compliance Act, in order to avoid certain information reporting and withholding tax requirements.

amount of any backup withholding will be allowed as a credit against a Shareholder’s United States federal income tax liability

and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS in a timely manner.

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individual retirement accounts and annuities, Keogh plans, and certain commingled investment vehicles or insurance company general or

separate accounts in which such plans or arrangements are invested (collectively, “Plans”), and on persons who are fiduciaries

with respect to the investment of “plan assets”

separate accounts in which such plans or arrangements are invested (collectively, “Plans”), and on persons who are fiduciaries

with respect to the investment of “plan assets” of a Plan.

Government plans and some church plans are not subject to the

fiduciary responsibility provisions of ERISA or the provisions of section 4975 of the Code, but may be subject to substantially similar

rules under other federal law, or under state or local law (“Other Law”).

contemplating an investment of a portion of Plan assets in Shares, the Plan fiduciary responsible for making such investment should carefully

consider, taking into account the facts and circumstances of the Plan and the “Risk Factors”

discussed above and whether

consider, taking into account the facts and circumstances of the Plan and the “Risk Factors” discussed above and whether

such investment is consistent with its fiduciary responsibilities under ERISA or Other Law, including, but not limited to:

the investment is permitted under the Plan’s governing documents, (2) whether the fiduciary has the authority to make the investment,

(3) whether the investment is consistent with the Plan’s funding objectives, (4) the tax effects of the investment on the Plan,

the investment is permitted under the Plan’s governing documents, (2) whether the fiduciary has the authority to make the investment,

(3) whether the investment is consistent with the Plan’s funding objectives, (4) the tax effects of the investment on the Plan,

and (5) whether the investment is prudent considering the factors discussed in this prospectus.

In addition, ERISA and Code section 4975

prohibit a broad range of transactions involving assets of a plan and persons who are “parties in interest”

under ERISA or

“disqualified persons”

under section 4975 of the Code.

prohibit a broad range of transactions involving assets of a plan and persons who are “parties in interest” under ERISA or

“disqualified persons” under section 4975 of the Code.

A violation of these rules may result in the imposition of significant

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Plans subject to Other Law may be subject to similar restrictions.

is anticipated that the Shares will constitute “publicly offered securities”

as defined in the Department of Labor “Plan

Asset Regulations,”

§2510.3-101 (b)(2) as modified by section 3(42) of ERISA.

is anticipated that the Shares will constitute “publicly offered securities” as defined in the Department of Labor “Plan

Asset Regulations,” §2510.3-101 (b)(2) as modified by section 3(42) of ERISA.

Accordingly, pursuant to the Plan Asset Regulations,

only Shares purchased by a Plan, and not an interest in the underlying assets held in the Trust, should be treated as assets of the Plan,

for purposes of applying the “fiduciary responsibility”

rules of ERISA and the “prohibited transaction”

for purposes of applying the “fiduciary responsibility” rules of ERISA and the “prohibited transaction” rules

of ERISA and the Code.

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investment is appropriate for any such particular Plan.

The person with investment discretion should consult with the Plan’s attorney

and financial advisors as to the propriety of an investment in the Trust in light of the circumstances of the particular Plan, current

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business