Item 1. Business
Item
1. Business
The
purpose of the abrdn Platinum ETF Trust (known as Aberdeen Standard Platinum ETF Trust prior to March 31, 2022) (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 Trust. The assets of the Trust consist solely of platinum
bullion. The Trust was formed on December 30, 2009 when an initial deposit of platinum was made in exchange for the issuance of
two Baskets (a “Basket” consists of 50,000 Shares).
The
sponsor of the Trust is abrdn ETFs Sponsor LLC (known as Aberdeen Standard ETFs Sponsor LLC prior to March 1, 2022) (the “Sponsor”).
The trustee of the Trust is The Bank of New York Mellon (the “Trustee”) and the custodian is JPMorgan Chase Bank N.A.,
London Branch (the “Custodian”).
The
Trust’s Shares at redeemable value decreased from $1,133,206,525 at December 31, 2021 to $1,096,553,007 at December 31,
2022, the Trust’s fiscal year end. Outstanding Shares in the Trust decreased from 12,700,000 at December 31, 2021 to 11,500,000
at December 31, 2022.
The
Trust is not managed like a corporation or an active investment vehicle. The Trust has no directors, officers or employees. It
does not engage in any activities designed to obtain a profit from or to improve the losses caused by changes in the price of platinum.
The 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 expenses not assumed by the Sponsor, (2) in the event the Trust terminates and liquidates its
assets, or (3) as otherwise required by law or regulation.
The
Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under
such act. 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”) and the National Futures Association (“NFA”). 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. The Trust
has no fixed termination date.
The
Sponsor of the registrant maintains an Internet website at www.abrdn.com/us/etf 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.
Trust
Objective
The
investment objective of the Trust is for the Shares to reflect the performance of the price of physical platinum bullion,
less the Trust's expenses. The Shares are intended to constitute a simple and cost-effective means of making an investment
similar to an investment in physical platinum. An investment in physical platinum requires expensive and sometimes complicated
arrangements in connection with the assay, transportation, warehousing and insurance of the metal. Traditionally, such expense
and complications have resulted in investments in physical platinum being efficient only in amounts beyond the reach of many
investors.
1
The
Shares are intended to provide institutional and retail investors with a simple and cost-efficient means, with minimal credit
risk, of gaining investment benefits similar to those of holding platinum bullion. The Shares offer an investment that:
• Easily
Accessible and Relatively Cost Effective . Investors can access the platinum bullion market through a traditional brokerage
account. The Sponsor believes that investors will be able to more effectively implement strategic and tactical asset allocation
strategies that use platinum bullion by using the Shares instead of using the traditional means of purchasing, trading and
holding platinum bullion and for many investors, transaction costs related to the Shares will be lower than those associated
with the purchase, storage and insurance of physical platinum bullion.
• Exchange
Traded and Transparent. The Shares trade on the NYSE Arca, providing investors with an efficient means to implement various
investment strategies. The Shares are eligible for margin accounts and are backed by the assets of the Trust and the Trust does
not hold or employ any derivative securities. Furthermore, the value of the Trust’s holdings are reported on the Trust’s
website daily.
•
Minimal Credit Risk . The Shares represent an interest in physical platinum owned by the Trust (other than an amount
held in unallocated form which is not sufficient to make up a whole plate of which is held temporarily to effect a creation
or redemption of Shares). Physical platinum of the Trust in the Custodian’s possession is not subject to borrowing
arrangements with third parties. Other than the platinum temporarily being held in an unallocated platinum account with
the Custodian, the physical platinum of the Trust is not subject to counterparty or credit risks. See “Risk Factors—Platinum
held in the Trust’s unallocated platinum account and any Authorized Participant’s unallocated platinum account
is not segregated from the Custodian’s assets...” This contrasts with most other financial products that gain
exposure to platinum through the use of derivatives that are subject to counterparty and credit risks.
Investing
in the Shares does not insulate the investor from certain risks, including price volatility. See “Risk Factors.”
Overview
of the Platinum Industry
This
section provides a brief introduction to the platinum industry by looking at some of the key participants, detailing the primary
sources of demand and supply.
In
this annual report, the term “ounces” refers to troy ounces.
Platinum Group
Metals
Platinum
and palladium are the two best known metals of the six platinum group metals (“PGMs”). Platinum and palladium have
the greatest economic 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.
PGMs
are found primarily in South Africa and Russia. South Africa is the world’s leading platinum producer and one of the largest
palladium producers. Russia is the largest producer of palladium and most production is concentrated in the Norilsk region. All
of South Africa’s production is sourced from the Bushveld Igneous Complex, which hosts the world’s largest resource
of PGMs. Together, South Africa and Russia accounted for over 84% of platinum supply in 2021.
World
Platinum Supply and Demand 2012-2021
The
following table sets forth a summary of the world platinum supply and demand from 2012 to 2021 and is based on information reported by Johnson Matthey, PGM Market Report.
(thousands of ounces)
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Supply
South Africa
4,110
4,208
3,546
4,572
4,392
4,450
4,467
4,344
3,222
4,611
Russia
801
736
700
670
714
720
687
721
699
638
North America
306
318
340
339
370
368
346
360
331
276
Zimbabwe
337
410
401
400
489
466
474
451
482
465
Others
126
174
167
158
162
157
152
154
202
207
Total Supply
5,680
5,846
5,154
6,139
6,127
6,161
6,126
6,030
4,936
6,197
Demand by Application
Autocatalyst
3,158
2,937
3,062
3,273
3,339
3,061
2,815
2,598
2,045
2,353
Chemical
452
522
576
502
477
453
654
665
616
638
Dental & Biomedical
223
217
214
215
218
238
241
254
233
251
Electrical & Electronics
176
219
225
228
232
224
228
214
221
266
Glass
153
102
143
227
247
314
501
441
476
913
Investment
450
871
277
451
620
361
67
1,131
1,022
(28 )
Jewelry
2,783
2,984
2,839
2,746
2,413
2,385
2,258
2,073
1,656
1,478
Petroleum
112
146
172
140
186
228
379
258
335
236
Pollution Control
—
—
—
—
—
184
196
192
176
199
Other
395
419
468
494
535
530
531
542
417
446
Total Gross Demand
7,902
8,417
7,976
8,276
8,267
7,978
7,870
8,368
7,197
6,752
Recycling
Autocatalyst
(1,120 )
(1,199 )
(1,255 )
(1,136 )
(1,132 )
(1,249 )
(1,332 )
(1,389 )
(1,154 )
(1,235 )
Electrical
(22 )
(24 )
(28 )
(30 )
(32 )
(35 )
(38 )
(40 )
(38 )
(44 )
Jewellery
(895 )
(790 )
(762 )
(574 )
(738 )
(746 )
(699 )
(663 )
(510 )
(380 )
Total Recycling
(2,037 )
(2,013 )
(2,045 )
(1,740 )
(1,902 )
(2,030 )
(2,069 )
(2,092 )
(1,702 )
(1,659 )
Total Net Demand
5,865
6,404
5,931
6,536
6,365
5,948
5,801
6,276
5,495
5,093
Movements in Stocks
(185 )
(558 )
(777 )
(397 )
(238 )
213
325
(246 )
(559 )
1,104
Source: Johnson Matthey PGM Market Reports (2012 - 2022).
2
The
following are some of the main characteristics of the platinum market illustrated by the table:
The
main supplier of platinum is South Africa, providing over 74% of total mine supply in 2021. Russia is the second largest supplier
of platinum. Its share of world mine production has averaged around 12.1% of total mine supply over the past ten years. Scrap
supply from recycling of autocatalyst and other sources have accounted for about 25% over the last 10 years.
Over the past decade, jewelry demand for platinum peaked at 35.6% of total
demand in 2014. Jewelry demand has since declined to 21.9% of total demand in 2021, following a consistent downward trend. Autocatalyst
demand for platinum accounted for nearly 35% of total demand at the end of 2021. Following two consecutive years of growth, investment
demand fell from a high of 14.2% in 2020 into negative territory in 2021 at (0.41%). Glass demand more than doubled in 2021, reaching
a high of 13.52% of total demand. China accounted for more than 43% of the year over year increase, as Chinese glass companies purchased
record amounts of platinum for current and future expansion projects. Previously tracked under Autocatalyst demand, since 2017 pollution
control demand has increased from 2.31% to 2.95% of total demand. Pollution control demand captures the production demand of non-road
vehicles such as agricultural equipment and industrial machinery as well as small engines and stationary source emissions control in factories,
which use technology that is similar to autocatalysts.
Historical
Chart of the Price of Platinum
The
price of platinum is volatile and fluctuations are expected to have a direct impact on the value of the Shares. However, movements
in the price of platinum in the past are not a reliable indicator of future movements. The following chart illustrates the
movements in the price of an ounce of platinum in U.S. Dollars from December 31, 2012 to December 31, 2022 and is based on information
provided by Bloomberg:
Source: Bloomberg, abrdn.
Chart data from 12/31/2012 to 12/31/2022. Platinum Price = PLTMLNPM Index.
In 2012, platinum prices rose on the back of supply disruptions in
South Africa, which accounts for more than 72% of the world’s supply of platinum. A strike at one of South Africa’s biggest
platinum mines caused the price of platinum to rise from $1,387 to $1,709 per ounce in August 2012. At the beginning of 2013, Anglo American
Platinum, the world’s biggest producer of the metal, announced its intention to close four mine shafts and its consideration of
selling another mine complex as part of a radical overhaul of its South African operations. This statement prompted a strong reaction
on platinum prices, which rose from $1,656 to $1,736 per ounce in the days following the announcement, on fears of a further tightening
in platinum supply. However, platinum’s correlation to gold weighed on platinum prices in 2013 overall. Prolonged strikes at South
African mines in 2014 led to the deepest supply deficit in platinum since 1975 (the earliest date we have supply and demand data). However,
that failed to arrest the price slide which saw prices fall 11% in 2014, highlighting the extent of negative sentiment towards industrially-exposed
precious metals. Despite autocatalyst demand for platinum increasing in 2015, tightening nitrogen oxide emission standards have led to
pessimism about the future demand for platinum-heavy diesel autocatalysts relative to palladium-heavy gasoline autocatalysts. Further
pessimistic outlook for South Africa’s economy and its currency the South African Rand weighed on platinum prices throughout 2017,
and platinum continued to fall in 2018 driven by lackluster investor sentiment, a stronger US dollar, weaker diesel demand and rising
mine supply. Platinum prices bounced back, rising 19.9% to $952 per ounce at the end of 2019. After seeing the price fall as low as $593
per ounce on March 19, 2020, platinum rebounded from pandemic lows and finished the year at $1,068 per ounce. The steep climb in palladium
price has led some investors to conclude that platinum appears under-valued, in view of its potential to substitute for palladium in automotive
applications in the future. Additionally, the outlook for mining in South Africa is increasingly uncertain, with producers facing steep
increases in electricity prices, periodic disruption to power supplies and a risk of industrial action during forthcoming wage negotiations.
Similarly to other precious metals, platinum took a back seat to risky assets during 2021 as it returned -10% (as of December 31, 2021).
The autocatalyst market took a major step back in 2020, largely related to the pandemic, which was a major reason for the negative price
performance in 2021.
The price of Platinum reached as high as $1,151 per ounce on
March 8, 2022, as Russian’s invasion of Ukraine, production bottlenecks and supply constraints pushed prices higher. However,
while each of the precious metals (Gold, Silver, Palladium) saw prices fluctuate throughout the year, Platinum’s volatility
was much more pronounced within the first quarter as the price fell roughly 15% by March 31st, to close the first quarter at $983
per ounce. Aggressive interest rate hikes by the U.S. Federal Reserve, a strong U.S. Dollar and risks of diminishing global economic
growth exerted additional pressure on prices, as the price of platinum fell as low as $831 per ounce on July 14 th , 2022.
Through the end of the year, increasing autocatalyst demand and a growing substitution of platinum for palladium contributed to
ongoing physical market tightness, despite a global surplus, which saw the price of platinum increase roughly 24% from July
14 th through December 31 st . As a result of the rally to end the year, Platinum was the strongest performing
precious metal in 2022, as the spot price increased 7.5% to $1,031/oz. during the year.
3
Operation
of the Platinum Market
The
global trade in platinum consists of Over-the-Counter (“OTC”) transactions in spot, forwards, and options and
other derivatives, together with exchange-traded futures and options.
Global
Over-The-Counter Market
The
OTC market trades on a 24-hour per day continuous basis and accounts for most global platinum trading. Market makers, as well
as others in the OTC market, trade with each other and with their clients on a principal-to-principal basis. All risks and issues
of credit are between the parties directly involved in the transaction. Market makers include the market making members of the
London Platinum and Palladium Market (“LPPM”), the trade association that acts as the coordinator for activities conducted
on behalf of its members and other participants in the LPPM. Five member participants of the LPPM are currently participating
in the electronic LME PM Fix (as described below) process administered by the London Metal Exchange (“LME”). The OTC
market provides a relatively flexible market in terms of quotes, price, size, destinations for delivery and other factors. Bullion
dealers customize transactions to meet clients’ requirements. The OTC market has no formal structure and no open outcry
meeting place.
The
main centers of the OTC market are London, New York, Hong Kong and Zurich. Mining companies, manufacturers of jewelry and industrial
products, together with investors and speculators, tend to transact their business through one of these market centers. Centers
such as Dubai and several cities in the Far East also transact substantial OTC market business, typically involving jewelry and
small plates or ingots (1 kilogram or less) and will hedge their exposure by selling into one of these main OTC centers. Precious
metals dealers have offices around the world and most of the world’s major bullion dealers are either members or associate
members of the London Bullion Market Association (“LBMA”) and/or the LPPM. In the OTC market, the standard size of
platinum trades between market makers is 1,000 ounces.
Liquidity
in the OTC market can vary from time to time during the course of the 24-hour trading day. Fluctuations in liquidity are reflected
in adjustments to dealing spreads—the differential between a dealer’s “buy” and “sell” prices.
The period of greatest liquidity in the platinum market generally occurs at the time of day when trading in the European time
zones overlaps with trading in the United States, which is when OTC market trading in London, New York, Zurich and other centers
coincides with futures and options trading on the Commodity Exchange, Inc. (“COMEX”), a designated contract market
within the CME Group. This period lasts for approximately four hours each New York business day morning.
The
Platinum Market
The
Zurich and London Platinum Bullion Market
Although
the market for physical platinum is distributed globally, most platinum is stored and most OTC market trades are cleared through
Zurich. As of September 1, 2009, London also serves as a center for the clearing of OTC trades in platinum. In addition to coordinating
market activities, the LPPM acts as the principal point of contact between the market and its regulators. A primary function of
the LPPM is its involvement in the promotion of refining standards by maintenance of the “London/Zurich Good Delivery Lists,”
which are the lists of LPPM accredited refiners of platinum. The LPPM also coordinates market clearing and vaulting, promotes
good trading practices and develops standard documentation.
Platinum
is traded generally on a “loco Zurich” basis, meaning the precious metal is physically held in vaults in Zurich or
is transferred into accounts established in Zurich. As of September 1, 2009, platinum began trading on a “loco London”
basis as well, meaning the precious metal is physically held in vaults in London or is transferred into accounts established in
London. The basis for settlement and delivery of a loco Zurich spot trade is payment (generally in U.S. Dollars) two business
days after the trade date against delivery. Delivery of the platinum can either be by physical delivery or through the clearing
systems to an unallocated account.
The
unit of trade in London and Zurich is the troy ounce, whose conversion between grams is: 1,000 grams is equivalent to 32.1507465
troy ounces, and one troy ounce is equivalent to 31.1034768 grams. A 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 a minimum fineness (or purity) of 999.5 parts per
1,000 (99.95%), be of good appearance, and be easy to handle and stack. The platinum content of a platinum Good Delivery Platinum
Plate or Ingot is calculated by multiplying the gross weight by the fineness of the plate or ingot. A Good Delivery Platinum Plate
or Ingot must also bear the stamp of one of the refiners who are on the LPPM approved list. Unless otherwise specified, the platinum
spot price always refers to the “Good Delivery Standards” set by the LPPM. Business is generally conducted over the
phone and through electronic dealing systems.
4
Since
December 1, 2014, the LME has been administering the operation of an electronic platinum bullion price fixing systems (“LMEbullion”)
that replicates electronically the manual London platinum fix processes previously employed by the London Platinum and Palladium
Fixing Company Ltd (“LPPFCL”), as well as providing electronic market clearing processes for platinum bullion transactions
at the fixed prices established by the LME pricing mechanism. The LME’s electronic price fixing processes, like the previous
London platinum fix processes, establishes and publishes fixed prices for troy ounces of platinum twice each London trading day
during fixing sessions beginning at 9:45 a.m. London time (the “LME AM Fix”) and 2:00 p.m. London time (the “LME
PM Fix”). In addition to utilizing the same London platinum fix standards and methods, the LME also supervises the platinum
electronic price fixing processes through its market operations, compliance, internal audit and third-party complaint handling
capabilities in order to support the integrity of the LME PM Fix. The LME, in administering LMEbullion, uses a pricing methodology
that meets the administrative and regulatory needs of platinum market participants, including the International Organization of
Securities Commissions’ (IOSCO) Principles for Financial Benchmarks, (the “IOSCO Principles”).
Daily
during London trading hours the LME AM Fix and the LME PM Fix each provide reference platinum prices for that day’s trading.
Many long-term contracts are priced on the basis of either the LME AM Fix or the LME PM Fix, and market participants will usually
refer to one or the other of these prices when looking for a basis for valuations. The Trust values its platinum on the basis
of the LME PM Fix.
The
LME PM Fix results from LMEbullion. Formal participation in the LME PM Fix is limited to participating LPPM members. Five LPPM
member participants are currently participating in establishing the LME PM Fix (Goldman Sachs International, HSBC Bank USA NA,
ICBC Standard Bank plc, Johnson Matthey plc and BASF Metals Ltd.). Any other market participant wishing to participate in the
trading on the LME PM Fix is required to do so through one of the participating LPPM members.
Orders
are placed either with one of the participating LPPM member participants or with another precious metals dealer who will then
be in contact with a participating LPPM member during the fixing. The fix begins with the chair of the pricing function submitting
an opening price into the administration screen in LMEbullion, reflecting the market price and other data, prevailing at the opening
of the fix. This is relayed by the LPPM member participants to their dealing rooms which have direct communication with all interested
parties. Any member participant may enter the fixing process at any time, or adjust or withdraw his order. The platinum price
is adjusted up or down until all the buy and sell orders are electronically matched, at which time the price is declared fixed.
All orders are transacted on the basis of this fixed price, which is instantly relayed to the market through various media.
The
LBMA and the LME have asserted that the LME’s electronic price fixing processes are similar to the non-electronic processes
previously used to establish the applicable London platinum fix where the London platinum fix process adjusted the platinum price
up or down until all the buy and sell orders entered by the participating LPPM members are matched, at which time the price was
declared fixed. Nevertheless, the LME PM Fix has several advantages over the previous London platinum fix. The LME’s electronic
price fixing processes are intended to be transparent. The LME asserts that its electronic price fixing processes are fully auditable
by third parties since an audit trail exists from the beginning of each fixing session. The LME also asserts that the market operation,
compliance, internal audit and third-party complaint handling capabilities of the LME will support the integrity of the LME PM
Fix.
Since
December 1, 2014, the Sponsor determined that the London platinum fix, which has been revised based on the new LME method and
is now known as the LBMA Platinum Price (PM), which we refer to herein as the LME PM Fix, is an appropriate basis for valuing
platinum bullion received upon purchase of the Trust’s Shares, delivered upon redemption of the Trust’s Shares and
for determining the value of the Trust’s platinum bullion each trading day. The “Benchmark Price” (as defined
in the Trust Agreement) of the Trust’s platinum bullion as of any day is the LME PM Fix for such day.
5
As
of December 1, 2014, the LPPFCL transferred the ownership of the historic and future intellectual property of the twice daily
“fix” for platinum and palladium bullion to a subsidiary company of the LBMA.
Futures
Exchanges
The
most significant platinum futures exchanges are the COMEX, a designated contract market within the CME Group, a designated contract market within the CME Group, and the
Tokyo Commodity Exchange, Inc. (“TOCOM”). The COMEX is the largest exchange in the world for trading precious metals
futures and options and launched platinum futures in 1956, followed with options in 1990. The TOCOM has been trading platinum
since 1984. Trading on these exchanges is based on fixed delivery dates and transaction sizes for the futures and options contracts
traded. Trading costs are negotiable. As a matter of practice, only a small percentage of the futures market turnover ever comes
to physical delivery of the platinum represented by the contracts traded. Both exchanges permit trading on margin. Margin trading
can add to the speculative risk involved given the potential for margin calls if the price moves against the contract holder.
The COMEX trades platinum futures almost continuously (with one short break in the evening) through its CME Globex electronic
trading system and clears through its central clearing system. On June 6, 2003, the TOCOM adopted a similar clearing system. In
each case, the exchange acts as a counterparty for each member for clearing purposes.
Market
Regulation
The
global platinum markets are overseen and regulated by both governmental and self-regulatory organizations. In addition, certain
trade associations have established rules and protocols for market practices and participants. In the United Kingdom, responsibility
for the 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”). Under this act, all UK-based banks, together with other investment firms, are subject to a range
of requirements, including fitness and properness, capital adequacy, liquidity, and systems and controls.
The
FCA is responsible for regulating investment products, including derivatives, and those who deal in investment products. Regulation
of spot, commercial forwards, and deposits of platinum not covered by the FSM Act is provided for by The London Code of Conduct
for Non-Investment Products, which was established by market participants in conjunction with the Bank of England.
The
TOCOM has authority to perform financial and operational surveillance on its members’ trading activities, scrutinize positions
held by members and large-scale customers, and monitor the price movements of futures markets by comparing them with cash and
other derivative markets’ prices. To act as a Futures Commission Merchant Broker on the TOCOM, a broker must obtain a license
from Japan’s Ministry of Economy, Trade and Industry (“METI”), the regulatory authority that oversees the operations
of the TOCOM.
The
CFTC regulates trading in commodity contracts, such as futures, options and swaps. In addition, under the CEA, the CFTC has jurisdiction
to prosecute manipulation and fraud in any commodity (including precious metals) traded in interstate commerce as spot as well
as deliverable forwards. The CFTC is the exclusive regulator of U.S. commodity exchanges and clearing houses.
Secondary
Market Trading
While
the Trust’s investment objective is for the Shares to reflect the performance of platinum bullion, less the expenses of
the Trust, the Shares may trade in the secondary market on the NYSE Arca at prices that are lower or higher relative to their
net asset value (the value of the Trust’s assets less its liabilities (“NAV”)) per Share. The amount of the
discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between
the NYSE Arca, COMEX and the London and Zurich platinum markets. While the Shares trade on the NYSE Arca until 4:00
PM New York time, liquidity in the global platinum markets is reduced after the close of the COMEX at 1:30 PM New York time.
As a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may widen.
6
Valuation
of Platinum and Computation of Net Asset Value
On
each day that the NYSE Arca is open for regular trading, as promptly as practicable after 4:00 PM New York time, on such day (“Evaluation
Time”), the Trustee evaluates the platinum held by the Trust and determines both the average net asset value (“ANAV”)
and the NAV of the Trust.
At
the Evaluation Time, the Trustee values the Trust’s platinum on the basis of that day’s LME PM Fix or, if no LME PM
Fix is made on such day, the next most recent LME PM Fix determined prior to the Evaluation Time will be used, unless the Sponsor
determines that such price is inappropriate as a basis for evaluation. In the event the Sponsor determines that the LME PM Fix
or such other publicly available price as the Sponsor may deem fairly represents the commercial value of the Trust’s platinum
is not an appropriate basis for evaluation of the Trust’s platinum, it shall identify an alternative basis for such evaluation
to be employed by the Trustee. Neither the Trustee nor the Sponsor shall be liable to any person for the determination that the
LME PM Fix or such other publicly available price is not appropriate as a basis for evaluation of the Trust’s platinum or
for any determination as to the alternative basis for such evaluation provided that such determination is made in good faith.
See “Operation of the Platinum Market—The Platinum Market” for a description of the LME PM Fix.
Once
the value of the platinum has been determined, the Trustee subtracts all estimated accrued but unpaid fees (other than the
fees accruing for such day on which the valuation takes place which are computed by reference to the value of the Trust or its
assets), expenses and other liabilities of the Trust from the total value of the platinum and any other assets of the
Trust. The resulting figure is the ANAV of the Trust. The ANAV of the Trust is used to compute the Sponsor’s Fee.
All
fees accruing for the day on which the valuation takes place which are computed by reference to the value of the Trust or
its assets are calculated using the ANAV calculated for such day. The Trustee subtracts from the ANAV the amount of accrued fees
so computed for such day and the resulting figure is the NAV of the Trust. The Trustee also determines the NAV per Share
by dividing the NAV of the Trust by the number of the Shares outstanding as of the close of trading on the NYSE Arca (which includes
the net number of any Shares created or redeemed on such evaluation day).
Any
estimate of the accrued but unpaid fees, expenses and liabilities of the Trust for purposes of computing the NAV of the Trust
and ANAV made by the Trustee in good faith shall be conclusive upon all persons interested in the Trust and no revision or correction
in any computation made under the Trust Agreement will be required by reason of any difference in amounts estimated from those
actually paid.
The
Sponsor and the Shareholders may rely on any evaluation furnished by the Trustee, and the Sponsor has no responsibility for the
evaluation’s accuracy. The determinations the Trustee makes will be made in good faith upon the basis of, and the Trustee
will not be liable for any errors contained in, information reasonably available to it. The Trustee will not be liable to the
Sponsor, DTC, Authorized Participants, the Shareholders or any other person for errors in judgment. However, the preceding liability
exclusion will not protect the Trustee against any liability resulting from bad faith or gross negligence in the performance of
its duties.
Trust
Expenses
The
Trust’s only ordinary recurring expense is the Sponsor’s Fee. In exchange for the Sponsor’s Fee, the Sponsor
has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee’s monthly fee
and out-of-pocket expenses, the Custodian’s fee and reimbursement of the Custodian’s expenses under the Custody Agreements,
Exchange listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal expenses.
7
The
Sponsor’s Fee accrues daily at an annualized rate equal to 0.60% of the ANAV of the Trust and is payable monthly in arrears.
The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee at its discretion for a stated
period of time. Presently, the Sponsor does not intend to waive any of its fee.
Furthermore,
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 shall be paid from the funds of the Sponsor and not from the assets of the Trust.
The
Sponsor’s Fee is paid by delivery of platinum to an account maintained by the Custodian for the Sponsor on an unallocated
basis, monthly on the first business day of the month in respect of fees payable for the prior month. The delivery is of that
number of ounces of platinum which equals the daily accrual of the Sponsor’s Fee for such prior month calculated at the
LME PM Fix.
The
Trustee will, when directed by the Sponsor, and, in the absence of such direction, may, in its discretion, sell platinum in such
quantity and at such times as may be necessary to permit payment in cash of Trust expenses not assumed by the Sponsor. The Trustee
is authorized 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. Accordingly, 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 of platinum.
The Custodian is authorized to purchase from the Trust, at the request of the Trustee, platinum needed to cover Trust expenses
not assumed by the Sponsor at the price used by the Trustee to determine the value of the platinum held by the Trust on the date
of the sale.
The
Sponsor’s Fee for the year ended December 31, 2022 was $6,556,049 (December 31, 2021: $8,241,060; December 31, 2020: $5,187,040).
Cash
held by the Trustee pending payment of the Trust’s expenses will not bear any interest. Each delivery or sale of platinum by the Trust to pay the Sponsor's Fee or other Trust expenses will be a taxable event to Shareholders.
Creation
and Redemption of Shares
The
Trust creates and redeems Shares from time to time, but only in one or more Baskets of 50,000 Shares. The creation and redemption
of Baskets is only made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of platinum
represented by the Baskets being created or redeemed, the amount of which is based on the combined NAV of the number of Shares
included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.
Authorized
Participants are the only persons that may place orders to create and redeem Baskets. Authorized Participants must be (1) registered
broker-dealers or other securities market participants, such as banks and other financial institutions, which are not required
to register as broker-dealers to engage in securities transactions, and (2) participants in DTC. To become an Authorized Participant,
a person must enter into an Authorized Participant Agreement with the Sponsor and the Trustee. The Authorized Participant Agreement
provides the procedures for the creation and redemption of Baskets and for the delivery of the platinum and any cash required
for such creations and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended
by the Trustee and the Sponsor, without the consent of any Shareholder or Authorized Participant. Authorized Participants pay
a transaction fee of $500 to the Trustee for each order they place to create or redeem one or more Baskets. Authorized Participants
who make deposits with the Trust in exchange for Baskets receive no fees, commissions or other form of compensation or inducement
of any kind from either the Sponsor or the Trust for serving as an Authorized Participant, and no such person has any obligation
or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares.
8
Authorized
Participants are cautioned that some of their activities will result in their being deemed participants in a distribution in a
manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of
the Securities Act, as described in “Plan of Distribution.”
Prior
to initiating any creation or redemption order, an Authorized Participant must have entered into an agreement with the Custodian
or a platinum clearing bank to establish an Authorized Participant Unallocated Account in London or Zurich (Authorized Participant
Unallocated Bullion Account Agreement). Platinum held in Authorized Participant Unallocated Accounts is typically not segregated
from the Custodian’s or other platinum clearing bank’s assets, as a consequence of which an Authorized Participant
will have no proprietary interest in any specific plates or ingots of platinum held by the Custodian or the platinum
clearing bank. Credits to its Authorized Participant Unallocated Account are therefore at risk of the Custodian’s or other platinum
clearing bank’s insolvency. No fees will be charged by the Custodian for the use of the Authorized Participant Unallocated
Account as long as the Authorized Participant Unallocated Account is used solely for platinum transfers to and from the Trust
Unallocated Account and the Custodian (or one of its affiliates) receives compensation for maintaining the Trust Allocated Account.
Authorized Participants should be aware that the Custodian’s liability threshold under the Authorized Participant Unallocated
Bullion Account Agreement is generally gross negligence, not negligence, which is the Custodian’s liability threshold under
the Trust’s Custody Agreements.
As
the terms of the Authorized Participant Unallocated Bullion Account Agreement differ in certain respects from the terms of the
Trust Unallocated Account Agreement, potential Authorized Participants should review the terms of the Authorized Participant Unallocated
Bullion Account Agreement carefully. A copy of the Authorized Participant Agreement may be obtained by potential Authorized Participants
from the Trustee.
Certain
Authorized Participants are expected to have the facility to participate directly in the physical platinum market and the
platinum futures market. In some cases, an Authorized Participant may from time to time acquire platinum from or sell platinum
to its affiliated platinum trading desk, which may profit in these instances. Each Authorized Participant must be registered
as a broker-dealer under the Securities Exchange Act of 1934 (Exchange Act) and regulated by FINRA or be exempt from being or
otherwise not be required to be so regulated or registered, and be qualified to act as a broker or dealer in the states or
other jurisdictions where the nature of its business so requires. Certain Authorized Participants are regulated under federal
and state banking laws and regulations. Each Authorized Participant has its own set of rules and procedures, internal controls
and information barriers as it determines is appropriate in light of its own regulatory regime.
Authorized
Participants may act for their own accounts or as agents for broker-dealers, custodians and other securities market participants
that wish to create or redeem Baskets. An order for one or more Baskets may be placed by an Authorized Participant on behalf of
multiple clients. As of the date of this report, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, HSBC Securities
(USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch Professional Clearing Corp., Morgan Stanley & Co. LLC, Scotia Capital
(USA) LLC, UBS Securities LLC, Virtu Americas, LLC and Mizuho Securities USA LLC have each signed an Authorized Participant
Agreement with the Trust and, upon the effectiveness of such agreement, may create and redeem Baskets as described above. Persons
interested in purchasing Baskets should contact the Sponsor or the Trustee to obtain the contact information for the Authorized
Participants. Shareholders who are not Authorized Participants will only be able to redeem their Shares through an Authorized
Participant.
All platinum
is delivered to the Trust and distributed by the Trust in unallocated form through credits and debits between Authorized Participant
Unallocated Accounts and the Trust Unallocated Account. Platinum transferred from an Authorized Participant Unallocated Account
to the Trust in unallocated form will first be credited to the Trust Unallocated Account. Thereafter, the Custodian will allocate,
or cause the allocation by the Zurich Sub-Custodian of, specific plates or ingots of platinum representing the amount of platinum
credited to the Trust Unallocated Account (to the extent such amount is representable by whole platinum plates or ingots) to the
Trust Allocated Account. The movement of platinum is reversed for the distribution of platinum to an Authorized Participant
in connection with the redemption of Baskets.
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All
physical platinum represented by a credit to any Authorized Participant Unallocated Account and to the Trust Unallocated
Account and all physical platinum held in the Trust Allocated Account with the Custodian or for the Custodian by the Zurich
Sub-Custodian must be of at least a minimum fineness (or purity) of 999.5 parts per 1,000 (99.95%) and otherwise conform to the
rules, regulations practices and customs of the LPPM, including the specifications for a Good Delivery Platinum Plate or Ingot.
Under
the Authorized Participant Agreement, the Sponsor has agreed to indemnify the Authorized Participants against certain liabilities,
including liabilities under the Securities Act.
Loco
London & Loco Zurich Platinum Delivery Elections. Authorized Participants can elect to deliver platinum loco London or
loco Zurich in connection with the creation of a Basket. Authorized Participants can also elect to receive delivery of platinum
loco London or loco Zurich in connection with the redemption of a Basket. A Basket creation order that elects a loco London or
loco Zurich delivery of platinum will cause the Custodian to effect an allocation of such platinum to the Trust Allocated Account
maintained by the Custodian in its London vault premises or by the Zurich Sub-Custodian in its Zurich vault premises. Likewise,
a Basket redemption order that elects a loco London or loco Zurich delivery of platinum will cause the Custodian to effect a de-allocation
of platinum necessary to satisfy such redemption requests from the Trust Allocated Account maintained by the Custodian to the
Trust Unallocated Account.
In
the event that there is not sufficient platinum in the Trust Allocated Account in London to satisfy loco London redemptions, the
Custodian shall cause the Zurich Sub-Custodian to de-allocate sufficient platinum held in the Trust Allocated Account in Zurich
and cause a transfer of platinum from the Trust Unallocated Account maintained by the Custodian in Zurich to the Authorized Participant
Unallocated Account maintained in London. Likewise, in the event that there is not sufficient platinum in the Trust Allocated
Account in Zurich to satisfy loco Zurich redemptions, the Custodian will initiate the reverse procedure to transfer platinum from
London to Zurich. These transfers between London and Zurich unallocated accounts will generally occur pursuant to loco swap arrangements
and will not expose the Authorized Participant or the Trust to any additional expense. The Custodian has assumed the responsibility
and expenses for loco swap transfers and shall bear any risk of loss related to the platinum being transferred. If no loco swap
counterparty is available, the Custodian shall arrange, at its own expense and risk, for the physical transportation of platinum
between the Zurich Sub-Custodian's Zurich vault premises and the Custodian's London vault premises. If such a loco swap or physical
transfer is necessary to effect a loco London or loco Zurich redemption, the settlement of loco London or loco Zurich redemption
deliveries may be delayed more than two, but not more than five, business days. The Custodian, in its sole discretion, has the
right to limit the location where Authorized Participants can elect to receive delivery of platinum to either loco London or loco
Zurich.
The
following description of the procedures for the creation and redemption of Baskets is only a summary and an investor should refer
to the relevant provisions of the Trust Agreement and the form of Authorized Participant Agreement for more detail.
Creation
Procedures
On
any business day, an Authorized Participant may place an order with the Trustee to create one or more Baskets. Creation and redemption
orders are accepted on “business days” the NYSE Arca is open for regular trading. Settlements of such orders requiring
receipt or delivery, or confirmation of receipt or delivery, of platinum in the United Kingdom, Zurich or another jurisdiction
will occur on “business days” when (1) banks in the United Kingdom, Zurich and such other jurisdiction and (2) the
London and Zurich platinum markets are regularly open for business. If such banks or the London or Zurich platinum markets are
not open for regular business for a full day, such a day will only be a “business day” for settlement purposes if
the settlement procedures can be completed by the end of such day. Redemption settlements including platinum deliveries loco London
may be delayed longer than two, but no more than five, business days following the redemption order date. Settlement of orders
requiring receipt or delivery, or confirmation of receipt or delivery, of Shares will occur, after confirmation of the applicable
platinum delivery, on “business days” when the NYSE Arca is open for regular trading. In the event of a level 3 market-wide
circuit breaker resulting in a trading halt for the remainder of the trading day, the time of the market-wide trading halt is
considered the close of regular trading and no creation orders for the current trade date will be accepted after that time (the
“cutoff”). Orders placed after the cutoff will be deemed to be rejected and will not be processed. Orders should be
placed in proper form on the following business day. Purchase orders must be placed no later than 3:59:59 p.m. on each business
day the NYSE Arca is open for regular trading.
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By
placing a purchase order, an Authorized Participant agrees to deposit platinum with the Trust. Prior to the delivery of Baskets
for a purchase order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for
the purchase order.
Determination
of required deposits
The
amount of the required platinum deposit is determined by dividing the number of ounces of platinum held by the Trust by the number
of Baskets outstanding, as adjusted for the amount of platinum constituting estimated accrued but unpaid fees and expenses of
the Trust.
Fractions
of a fine ounce of platinum smaller than 0.001 of a fine ounce which are included in the platinum deposit amount are disregarded
in the foregoing calculation. All questions as to the composition of a Creation Basket Deposit will be finally determined by the
Trustee. The Trustee’s determination of the Creation Basket Deposit shall be final and binding on all persons interested
in the Trust.
Delivery
of required deposits
An
Authorized Participant who places a purchase order is responsible for crediting its Authorized Participant Unallocated Account
with the required platinum deposit amount by the second business day in London or Zurich following the purchase order date. Upon
receipt of the platinum deposit amount, the Custodian, after receiving appropriate instructions from the Authorized Participant
and the Trustee, will transfer on the second business day following the purchase order date the platinum deposit amount from the
Authorized Participant Unallocated Account to the Trust Unallocated Account and the Trustee will direct DTC to credit the number
of Baskets ordered to the Authorized Participant’s DTC account. The expense and risk of delivery, ownership and safekeeping
of platinum until such platinum has been received by the Trust shall be borne solely by the Authorized Participant. The Trustee
may accept delivery of platinum by such other means as the Sponsor, from time to time, may determine with the Trustee to be acceptable
for the Trust, provided that the same is disclosed in a prospectus relating to the Trust filed with the SEC pursuant to Rule 424
under the Securities Act. If platinum is to be delivered other than as described above, the Sponsor is authorized to establish
such procedures and to appoint such custodians and establish such custody accounts in addition to those described in this report,
as the Sponsor determines to be desirable.
Acting
on standing instructions given by the Trustee, the Custodian will transfer the platinum deposit amount from the Trust Unallocated
Account to the Trust Allocated Account by transferring platinum plates and ingots from its inventory or the inventory of the Zurich
Sub-Custodian to the Trust Allocated Account. The Custodian uses commercially reasonable efforts to complete the transfer of platinum
to the Trust Allocated Account prior to the time by which the Trustee is to credit the Basket to the Authorized Participant’s
DTC account; if, however, such transfers have not been completed by such time, the number of Baskets ordered will be delivered
against receipt of the platinum deposit amount in the Trust Unallocated Account, and all Shareholders will be exposed to the risks
of unallocated platinum to the extent of that platinum deposit amount until the Custodian completes the allocation process or
the Zurich Sub-Custodian completes the allocation process for the Custodian. See “Risk Factors—Platinum held in the
Trust’s unallocated platinum account and any Authorized Participant’s unallocated platinum account is not segregated
from the Custodian’s assets.....”
Because
platinum is allocated only in multiples of whole plates or ingots, the amount of platinum allocated from the Trust Unallocated
Account to the Trust Allocated Account may be less than the total fine ounces of platinum credited to the Trust Unallocated Account.
Any balance will be held in the Trust Unallocated Account. The Custodian uses commercially reasonable efforts to minimize the
amount of platinum held in the Trust Unallocated Account; no more than 192 ounces of platinum (maximum weight to make one Good
Delivery Platinum Plate or Ingot) is expected to be held in the Trust Unallocated Account at the close of each business day.
11
Rejection
of purchase orders
The
Trustee may reject a purchase order or a Creation Basket Deposit if such order or Creation Basket Deposit is not presented in
proper form as described in the Authorized Participant Agreement or if the fulfillment of the order, in the opinion of counsel,
might be unlawful. None of the Trustee, the Sponsor or the Custodian will be liable for the rejection of any purchase order or
Creation Basket Deposit.
Redemption
Procedures
The
procedures by which an Authorized Participant can redeem one or more Baskets mirror the procedures for the creation of Baskets.
On any business day, an Authorized Participant may place an order with the Trustee to redeem one or more Baskets. Redemption orders
must be placed no later than 3:59:59 p.m. on each business day the NYSE Arca is open for regular trading. In the event of a level
3 market-wide circuit breaker resulting in a trading halt for the remainder of the trading day, the time of the market-wide trading
halt is considered the close of regular trading and no redemption orders for the current trade date will be accepted after that
time (the “cutoff”). Orders placed after the cutoff will be deemed to be rejected and will not be processed. Orders
should be placed in proper form on the following business day. A redemption order so received is effective on the date it is received
in proper form by the Trustee. The redemption procedures allow Authorized Participants to redeem Baskets and do not entitle an
individual Shareholder to redeem any Shares in an amount less than a Basket, or to redeem Baskets other than through an Authorized
Participant.
By
placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTC’s book entry
system to the Trust not later than the second business day following the effective date of the redemption order. Prior to the
delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to the Trustee
the non-refundable transaction fee due for the redemption order.
Determination
of redemption distribution
The
redemption distribution from the Trust consists of a credit to the redeeming Authorized Participant’s Authorized Participant
Unallocated Account representing the amount of the platinum held by the Trust evidenced by the Shares being redeemed. Fractions
of a fine ounce of platinum included in the redemption distribution smaller than 0.001 of a fine ounce are disregarded. Redemption
distributions will be subject to the deduction of any applicable tax or other governmental charges which may be due.
Delivery
of redemption distribution
The
redemption distribution due from the Trust will be delivered to the Authorized Participant on the second business day following
a loco Zurich redemption order date if, by 10:00 a.m. New York time on such second business day, the Trustee’s DTC account
has been credited with the Baskets to be redeemed. The redemption distribution due from the Trust will be delivered to the Authorized
Participant on or before the fifth business day following a loco London redemption order date if, by 10:00 a.m. New York time
on the second business day after the loco London redemption order date, the Trustee’s DTC account has been credited with
the Baskets to be redeemed. If a loco swap or physical transfer is necessary to effect a loco London or loco Zurich redemption,
the redemption distribution due from the Trust will be delivered to the Authorized Participant on or before the fifth business
day following such a loco London or loco Zurich redemption order date if, by 10:00 a.m. New York time on the second business day
after the loco London or loco Zurich redemption order date, the Trustee’s DTC account has been credited with the Baskets
to be redeemed. In the event that, by 10:00 a.m. New York time on the second business day following the order date of a redemption
order, the Trustee’s DTC account has not been credited with the total number of Shares corresponding to the total number
of Baskets to be redeemed pursuant to such redemption order, the Trustee shall send to the Authorized Participant and the Custodian
via fax or electronic mail message notice of such fact and the Authorized Participant shall have two business days following receipt
of such notice to correct such failure. If such failure is not cured within such two business day period, the Trustee (in consultation
with the Sponsor) will cancel such redemption order and will send via fax or electronic mail message notice of such cancellation
to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred
by the Trust, the Trustee or the Custodian related to the cancelled order. The Trustee is also authorized to deliver the redemption
distribution notwithstanding that the Baskets to be redeemed are not credited to the Trustee’s DTC account by 10:00 a.m.
New York time on the second business day following the redemption order date if the Authorized Participant has collateralized
its obligation to deliver the Baskets through DTC’s book entry system on such terms as the Sponsor and the Trustee may from
time to time agree upon.
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The
Custodian transfers the redemption platinum amount from the Trust Allocated Account to the Trust Unallocated Account and, thereafter,
to the redeeming Authorized Participant’s Authorized Participant Unallocated Account. The Authorized Participant and the
Trust are each at risk in respect of platinum credited to their respective unallocated accounts in the event of the Custodian’s
insolvency. See “Risk Factors—Platinum held in the Trust’s unallocated platinum account and any Authorized Participant’s
unallocated platinum account is not segregated from the Custodian’s assets.....”
As
with the allocation of platinum to the Trust Allocated Account which occurs upon a purchase order, if in transferring platinum
from the Trust Allocated Account to the Trust Unallocated Account in connection with a redemption order there is an excess amount
of platinum transferred to the Trust Unallocated Account, the excess over the platinum redemption amount will be held in the Trust
Unallocated Account. The Custodian uses commercially reasonable efforts to minimize the amount of platinum held in the Trust Unallocated
Account; no more than 192 ounces of platinum (maximum weight to make one Good Delivery Platinum Plate or Ingot) is expected to
be held in the Trust Unallocated Account at the close of each business day.
Suspension
or rejection of redemption orders
The
Trustee may, in its discretion, and will, when directed by the Sponsor, suspend the right of redemption, or postpone the redemption
settlement date, (1) for any period during which the NYSE Arca is closed other than customary weekend or holiday closings, or
trading on the NYSE Arca is suspended or restricted or (2) for any period during which an emergency exists as a result of which
delivery, disposal or evaluation of platinum is not reasonably practicable. None of the Sponsor, the Trustee or the Custodian
are liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
The
Trustee will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement
or if the fulfillment of the order, in the opinion of its counsel, might be unlawful.
Creation
and Redemption Transaction Fee
To
compensate the Trustee for services in processing the creation and redemption of Baskets, an Authorized Participant is required
to pay a transaction fee to the Trustee of $500 per order to create or redeem Baskets. An order may include multiple Baskets.
The transaction fee may be reduced, increased or otherwise changed by the Trustee with the consent of the Sponsor. From time to
time, the Trustee, with the consent of the Sponsor, may waive all or a portion of the applicable transaction fee. The Trustee
shall notify DTC of any agreement to change the transaction fee and will not implement any increase in the fee for the redemption
of Baskets until 30 days after the date of the notice.
The
Sponsor
The
Trust's Sponsor is abrdn ETFs Sponsor LLC (known as Aberdeen Standard Investments ETFs Sponsor LLC prior to March 1, 2022 and
ETF Securities USA LLC prior to October 1, 2018), a Delaware limited liability company formed on June 17, 2009.
The
Sponsor’s office is located at c/o Aberdeen Standard Investments ETFs Sponsor LLC, 1900 Market Street, Suite 200, Philadelphia,
PA 19103. Prior to April 27, 2018, the Sponsor was wholly-owned by ETF Securities Limited, a Jersey, Channel Islands based company.
Effective April 27, 2018, ETF Securities Limited sold its membership interest in the Sponsor to abrdn Inc. (known as Aberdeen
Standard Investments Inc. prior to January 1, 2022) a Delaware corporation. As a result of the sale, abrdn Inc. became the sole
member of the Sponsor. abrdn Inc. is a wholly-owned indirect subsidiary of abrdn plc, which together with its affiliates and subsidiaries,
is collectively referred to as “abrdn.” Under the Delaware Limited Liability Company Act and the governing documents
of the Sponsor, the sole member of the Sponsor, abrdn Inc., is not responsible for the debts, obligations and liabilities of the
Sponsor solely by reason of being the sole member of the Sponsor.
13
The
Sponsor’s Role
The
Sponsor arranged for the creation of the Trust, and is responsible for the ongoing registration of the Shares for their public
offering in the United States and the listing of the Shares on the NYSE Arca. The Sponsor has agreed to assume the following administrative
and marketing expenses incurred by the Trust: the Trustee’s monthly fee and out-of-pocket expenses, the Custodian’s
fee and the reimbursement of the Custodian’s expenses under the Custody Agreements, Exchange listing fees, SEC registration
fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal expenses. The Sponsor also paid the costs of
the Trust’s organization and the initial sale of the Shares, including the applicable SEC registration fees.
The
Sponsor does not exercise day-to-day oversight over the Trustee or the Custodian. The Sponsor may remove the Trustee and appoint
a successor Trustee (i) if the Trustee ceases to meet certain objective requirements (including the requirement that it have capital,
surplus and undivided profits of at least $150 million), (ii) if, having received written notice of a material breach of its obligations
under the 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 Trustee during the 90 days following any merger, consolidation or conversion in which the Trustee is
not the surviving entity or, in its discretion, on the fifth anniversary of the creation of the Trust or on any subsequent third
anniversary thereafter. The Sponsor also has the right to approve any new or additional custodian that the Trustee may wish to
appoint and any new or additional Zurich Sub-Custodian that the Custodian may wish to appoint.
The
Sponsor or one of its affiliates or agents (1) develops a marketing plan for the Trust on an ongoing basis, (2) prepares marketing
materials regarding the Shares, including the content of the Trust’s website and (3) executes the marketing plan for the
Trust.
The
Trustee
The
Bank of New York Mellon, a banking corporation organized under the laws of the State of New York with trust powers (“BNYM”),
serves as the Trustee. BNYM has a trust office at 240 Greenwich Street, New York, NY 10286. BNYM is subject to supervision by
the New York State Financial Services Department and the Board of Governors of the Federal Reserve System. Information regarding
creation and redemption Basket composition, NAV of the Trust, transaction fees and the names of the parties that have each executed
an Authorized Participant Agreement may be obtained from BNYM. A copy of the Trust Agreement is available for inspection at BNYM’s
trust office identified above. Under the Trust Agreement, the Trustee is required to have capital, surplus and undivided profits
of at least $150 million.
The
Trustee’s Role
The
Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust’s operational
records. The Trustee’s principal responsibilities include (1) transferring the Trust’s platinum as needed to pay the
Sponsor’s Fee in platinum (platinum transfers are expected to occur approximately monthly in the ordinary course), (2) valuing
the Trust’s platinum and calculating the NAV of the Trust and the NAV per Share, (3) receiving and processing orders from
Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Custodian and DTC,
(4) selling the Trust’s platinum as needed to pay any extraordinary Trust expenses that are not assumed by the Sponsor,
(5) when appropriate, making distributions of cash or other property to Shareholders, and (6) receiving and reviewing reports
from or on the Custodian’s custody of and transactions in the Trust’s platinum. The Trustee shall, with respect to
directing the Custodian, act in accordance with the instructions of the Sponsor. If the Custodian resigns, the Trustee shall appoint
an additional or replacement Custodian selected by the Sponsor.
14
The
Trustee intends to regularly communicate with the Sponsor to monitor the overall performance of the Trust. The Trustee does not
monitor the performance of the Custodian, the Zurich Sub-Custodian, or any other sub-custodian other than to review the 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. The Trustee will assist and support the Sponsor with the
preparation of all periodic reports required to be filed with the SEC on behalf of the Trust.
The
Trustee’s monthly fees and out-of-pocket expenses are paid by the Sponsor.
Affiliates
of the Trustee may from time to time act as Authorized Participants or purchase or sell platinum or Shares for their own account,
as agent for their customers and for accounts over which they exercise investment discretion. Affiliates of the Trustee are subject
to the same transaction fee as other Authorized Participants.
The
Custodian
JPMorgan
Chase Bank, N.A. (“JPMorgan”) serves as the Custodian of the Trust’s platinum. JPMorgan is a national banking
association organized under the laws of the United States of America. JPMorgan is subject to supervision by the Federal Reserve
Bank of New York and the Federal Deposit Insurance Corporation. JPMorgan’s London office is regulated by the FCA and is
located at 25 Bank Street, Canary Wharf, London, E14 5JP, United Kingdom. JPMorgan is a subsidiary of JPMorgan Chase & Co.
While the United Kingdom operations of the Custodian are regulated by the FCA, the custodial services provided by the Custodian
and any sub-custodian, including the Zurich Sub-Custodian under the Custody Agreements, are presently not a regulated activity
subject to the supervision and rules of the FCA. The Zurich Sub-Custodian that the Custodian currently uses is UBS AG, which is
located at 45 Bahnhofstrasse, 8001 Zurich, Switzerland.
The
Custodian’s Role
The
Custodian is responsible for safekeeping of the Trust platinum deposited with it by Authorized Participants in connection with
the creation of Baskets. The Custodian is also responsible for selecting the Zurich Sub-Custodian and its other sub-custodians,
if any. The Custodian facilitates the transfer of platinum in and out of the Trust through the unallocated platinum accounts it
will maintain for each Authorized Participant and the unallocated and allocated platinum accounts it will maintain for the Trust.
The Custodian holds at its London, England vault premises that portion of the Trust’s allocated platinum to be held in London.
The Zurich Sub-Custodian holds at its London and Zurich vault premises that portion of the Trust’s allocated platinum to
be held in Zurich on behalf of the Custodian. The Custodian is responsible for allocating specific plates or ingots of physical
platinum to the Trust’s allocated platinum account. The Custodian provides the Trustee with regular reports detailing the
platinum transfers in and out of the Trust’s unallocated and allocated platinum accounts and identifying the platinum plates
or ingots held in the Trust’s allocated platinum account.
The
Custodian’s fees and expenses under the Custody Agreements are paid by the Sponsor.
The
Custodian and its affiliates may from time to time act as Authorized Participants or purchase or sell platinum or Shares for their
own account, as agent for their customers and for accounts over which they exercise investment discretion. The Custodian and its
affiliates are subject to the same transaction fee as other Authorized Participants.
Inspection
of Platinum
Under
the Custody Agreements, the Trustee, the Sponsor and the Trust's auditors and inspectors may, only up to twice a year, visit the
premises of the Custodian and the Zurich Sub-Custodian for the purpose of examining the Trust's platinum and certain related records
maintained by the Custodian. Under the Allocated Account Agreement, the Custodian agreed to procure similar inspection rights
from the Zurich Sub-Custodian. Visits by auditors and inspectors to the Zurich Sub-Custodian's facilities will be arranged through
the Custodian. Other than with respect to the Zurich Sub-Custodian, the Trustee and the Sponsor have no right to visit the premises
of any sub-custodian for the purposes of examining the Trust's platinum or any records maintained by the sub-custodian, and no
sub-custodian is obligated to cooperate in any review the Trustee or the Sponsor may wish to conduct of the facilities, procedures,
records or creditworthiness of such sub-custodian.
15
The
Sponsor has exercised its right to visit the Custodian and the Zurich Sub-Custodian, in order to examine the platinum and the
records maintained by them. Inspections were conducted by Bureau Veritas Commodities UK Ltd, a leading commodity inspection and
testing company retained by the Sponsor, as of June 30, 2022 and December 31, 2022.
There
can be no guarantee that the Sponsor or the Trust's auditors and inspectors will be able to perform physical inspections of the
Trust's platinum as planned. Local policies, regulations, or ordinances, as well as polices or restrictions adopted by the Custodian
or a sub-custodian, may temporarily prevent, or otherwise impair the ability of, the Sponsor or the Trust's auditors and inspectors,
from performing a physical inspection of the Trust's platinum on a desired date. In those situations, the Sponsor or the Trust's
auditors and inspectors may seek to verify the platinum held by the Trust by alternate means, including through virtual inspections
of the Trust's platinum and/or a review of pertinent records.
Description
of the Shares
General
The
Trustee is authorized under the Trust Agreement to create and issue an unlimited number of Shares. The Trustee creates Shares
only in Baskets (a Basket equals a block of 50,000 Shares) and only upon the order of an Authorized Participant. The Shares represent
units of fractional undivided beneficial interest in and ownership of the Trust and have no par value. 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.
Description
of Limited Rights
The
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”
actions. All Shares are of the same class with equal rights and privileges. Each Share is transferable, is fully paid and non-assessable
and entitles the holder to vote on the limited matters upon which Shareholders may vote under the Trust Agreement. The Shares
do not entitle their holders to any conversion or pre-emptive rights, or, except as provided below, any redemption rights or rights
to distributions.
Distributions
If
the Trust is terminated and liquidated, the Trustee will distribute to the Shareholders any amounts remaining after the satisfaction
of all outstanding liabilities of the Trust and the establishment of such reserves for applicable taxes, other governmental charges
and contingent or future liabilities as the Trustee shall determine. Shareholders of record on the record date fixed by the Trustee
for a distribution will be entitled to receive their pro rata portion of any distribution.
Voting
and Approvals
Under
the Trust Agreement, Shareholders have no voting rights, except in limited circumstances. The Trustee may terminate the Trust
upon the agreement of Shareholders owning at least 75% of the outstanding Shares. In addition, certain amendments to the Trust
Agreement require advance notice to the Shareholders before the effectiveness of such amendments, but no Shareholder vote or approval
is required for any amendment to the Trust Agreement.
16
Redemption
of the Shares
The
Shares may only be redeemed by or through an Authorized Participant and only in Baskets.
Book-Entry
Form
Individual
certificates will not be issued for the Shares. Instead, one or more global certificates is deposited by the Trustee with DTC
and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Shares outstanding
at any time. Under the Trust Agreement, Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and
trust companies (DTC Participants), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC
Participant (Indirect Participants), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the
Shares through DTC Participants or Indirect Participants. The Shares are only transferable through the book-entry system of DTC.
Shareholders who are not DTC Participants may transfer their Shares through DTC by instructing the DTC Participant holding their
Shares (or by instructing the Indirect Participant or other entity through which their Shares are held) to transfer the Shares.
Transfers will be made in accordance with standard securities industry practice.
Custody
of the Trust’s Platinum
Custody
of the physical platinum deposited with and held by the Trust is provided by the Custodian at the London vault and by the Zurich
Sub-Custodian selected by the Custodian in the Zurich vault and by other sub-custodians on a temporary basis. The Custodian is
a market maker, clearer and approved weigher under the rules of the LPPM.
The
Custodian is the custodian of the physical platinum credited to Trust Allocated Account in accordance with the Custody Agreements.
The Custodian segregates the physical platinum credited to the Trust Allocated Account from any other precious metal it holds or
holds for others by entering appropriate entries in its books and records, and requires the Zurich Sub-Custodian to also segregate
the physical platinum of the Trust that it holds from the other platinum held by it for other customers of the Custodian and the
Zurich Sub-Custodian’s other customers. The Custodian requires the Zurich Sub-Custodian to identify in its books and records
the Trust as having the rights to the physical platinum credited to its Trust Allocated Account. Under the Custody Agreements, the
Trustee, the Sponsor and the Trust’s auditors and inspectors may inspect the vaults of the Custodian and the Zurich
Sub-Custodian. See “ Inspection of Platinum ”.
The
Custodian, as instructed by the Trustee on behalf of the Trust, is authorized to accept, on behalf of the Trust, deposits of platinum
in unallocated form. Acting on standing instructions specified in the Custody Agreements, the Custodian will or will require the
Zurich Sub-Custodian to allocate platinum deposited in unallocated form with the Trust by selecting plates or ingots of platinum
for deposit to the Trust Allocated Account. All physical platinum allocated to the Trust must conform to the rules, regulations,
practices and customs of the LPPM, and the Custodian must replace any non-conforming platinum with conforming platinum as soon
as practical upon a determination by the Custodian any platinum is non-conforming.
The
process of withdrawing platinum from the Trust for a redemption of a Basket follows the same general procedure as for depositing platinum
with the Trust for a creation of a Basket, only in reverse. Each transfer of platinum between the Trust Allocated Account
and the Trust Unallocated Account connected with a creation or redemption of a Basket may result in a small amount of platinum
being held in the Trust Unallocated Account after the completion of the transfer. In making deposits and withdrawals between the
Trust Allocated Account and the Trust Unallocated Account, the Custodian will use commercially reasonable efforts to minimize
the amount of platinum held in the Trust Unallocated Account as of the close of each business day. See "Creation and
Redemption of Shares.”
17
United
States Federal Income Tax Consequences
The
following discussion of the material US federal income tax consequences generally applies to the purchase, ownership and disposition
of Shares by a US Shareholder (as defined below), and certain US federal income tax consequences that may apply to an investment in Shares by a Non-US
Shareholder (as defined below). The discussion is based on the United States Internal Revenue Code of 1986 as amended (the
“Code”). The discussion below is based on the Code, United States Treasury Regulations (“Treasury
Regulations”) promulgated under the Code and judicial and administrative interpretations of the Code, all as in effect on the
date of this annual report 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 broker-dealers, traders,
banks and other financial institutions, insurance companies, real estate investment trusts, tax-exempt entities, Shareholders whose
functional currency is not the U.S. Dollar or other investors with special circumstances) may be subject to special rules not
discussed below. In addition, the following discussion applies only to investors who hold Shares as “capital assets”
within the meaning of Code section 1221 and not as part of a straddle, hedging transaction or a conversion or constructive sale
transaction. Moreover, the discussion below does not address the effect of any state, local or foreign tax law or any transfer tax
on an owner of Shares. Purchasers of Shares are urged to consult their own tax advisors with respect to all federal, state, local
and foreign tax law or any transfer tax considerations potentially applicable to their investment in Shares.
For
purposes of this discussion, a “US Shareholder” is a Shareholder that is:
• An
individual who is a citizen or resident of the United States;
• A
corporation (or other entity treated as a corporation for US federal tax purposes) created or organized in or under the laws of
the United States or any political subdivision thereof;
• An
estate, the income of which is includible in gross income for US federal income tax purposes regardless of its source; or
• 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 US persons have the authority to control all substantial decisions of the trust.
A
Shareholder that is not a US Shareholder as defined above (other than a partnership, or an entity treated as a partnership for
US federal tax purposes) generally is considered a “Non-US Shareholder” for purposes of this discussion. For US federal
income tax purposes, the treatment of any beneficial owner of an interest in a partnership, including any entity treated as a
partnership for US federal income tax purposes, generally depends upon the status of the partner and upon the activities of the
partnership. Partnerships and partners in partnerships should consult their tax advisors about the US federal income tax consequences
of purchasing, owning and disposing of Shares.
Taxation
of the Trust
The
Trust is classified as a “grantor trust” for US federal income tax purposes. As a result, the Trust itself is not
subject to US federal income tax. Instead, the Trust’s income and expenses “flow through” to the Shareholders,
and the Trustee reports the Trust’s income, gains, losses and deductions to the Internal Revenue Service (“IRS”)
on that basis.
Taxation
of US Shareholders
Shareholders
generally are treated, for US federal income tax purposes, as if they directly owned a pro rata share of the underlying assets
held by the Trust. Shareholders are also treated as if they directly received their respective pro rata share of the Trust’s
income, if any, and as if they directly incurred their respective pro rata share of the Trust’s expenses. In the case of
a Shareholder that purchases Shares for cash, its initial tax basis in its pro rata share of the assets held by the Trust at the
time it acquires its Shares is equal to its cost of acquiring the Shares. In the case of a Shareholder that acquires its Shares
as part of a creation of a Basket, the delivery of platinum to the Trust in exchange for the Shares is not a taxable event
to the Shareholder, and the Shareholder’s tax basis and holding period for the Shares are the same as its tax basis and
holding period for the platinum delivered in exchange therefore (except to the extent of any cash contributed for such Shares).
For purposes of this discussion, it is assumed that all of a Shareholder’s Shares are acquired on the same date and at the
same price per Share. Shareholders that hold multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares,
should consult their tax advisors.
18
When
the Trust sells or transfers platinum, for example to pay expenses, a Shareholder generally will recognize gain or loss in an
amount equal to the difference between (1) the Shareholder’s pro rata share of the amount realized by the Trust upon the
sale or transfer and (2) the Shareholder’s tax basis for its pro rata share of the platinum that was sold or transferred.
Such gain or loss will generally be long-term or short-term capital gain or loss, depending upon whether the Shareholder has a
holding period in its Shares of longer than one year. 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 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 by 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 Shares immediately prior to the sale, less the portion
of such basis allocable to its share of the platinum that was sold.
Upon
a Shareholder’s sale of some or all of its Shares, the Shareholder will be treated as having sold a pro rata share of the platinum
held in the Trust at the time of the sale. Accordingly, the Shareholder generally will recognize a gain or loss on the sale
in an amount equal to the difference between (1) the amount realized pursuant to the sale of the Shares, and (2) the Shareholder’s
tax basis for the Shares sold, as determined in the manner described in the preceding paragraph.
A
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 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. A subsequent sale of the platinum received by the Shareholder will be a taxable event.
An
Authorized Participant and other investors may be able to re-invest, on a tax-deferred basis, in-kind redemption proceeds received
from exchange-traded products that are substantially similar to the Trust in the Trust’s Shares. Authorized Participants
and other investors should consult their tax advisors as to whether and under what circumstances the reinvestment in the Shares
of proceeds from substantially similar exchange-traded products can be accomplished on a tax-deferred basis.
Under
current law, gains recognized by individuals, estates or trusts from the sale of “collectibles,” including physical
platinum, held for more than one year are taxed at a maximum federal income tax rate of 28%, rather than the 20% rate applicable
to most other long-term capital gains. For these purposes, gains recognized by an individual upon the sale of Shares held for
more than one year, or attributable to the Trust’s sale of any physical 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 rate of 28%. The tax rates
for capital gains recognized upon the sale of assets held by an individual US Shareholder for one year or less or by a corporate
taxpayer are generally the same as those at which ordinary income is taxed.
In
addition, high-income individuals and certain trusts and estates are subject to a 3.8% Medicare contribution tax that is imposed
on net investment income and gain. Shareholders should consult their tax advisor regarding this tax.
Brokerage
Fees and Trust Expenses
Any
brokerage or other transaction fees incurred by a Shareholder in purchasing Shares is treated as part of the Shareholder’s
tax basis in the Shares. Similarly, any brokerage fee incurred by a Shareholder in selling Shares reduces the amount realized
by the Shareholder with respect to the sale.
19
Shareholders
will be required to recognize gain or loss upon a sale of platinum by the Trust (as discussed above), even though some or
all of the proceeds of such sale are used by the Trustee to pay Trust expenses. Shareholders may deduct their respective pro rata
share of each expense incurred by the Trust to the same extent as if they directly incurred the expense. Shareholders who are
individuals, estates or trusts, however, may be required to treat some or all of the expenses of the Trust, to the extent that
such expenses may be deducted, as miscellaneous itemized deductions. Miscellaneous itemized deductions, including expenses for
the production of income, will not be deductible for either regular federal income tax or alternative minimum tax purposes for
taxable years beginning after December 31, 2017 and before January 1, 2026 and thereafter generally are (i) deductible only
to the extent that the aggregate of a Shareholder's miscellaneous itemized deductions exceeds 2% of such Shareholder's adjusted
gross income for federal income tax purposes, (ii) not deductible for the purposes of the alternative minimum tax and (iii) are
subject to the overall limitation on itemized deductions under the Code.
Investment
by Regulated Investment Companies
Mutual
funds and other investment vehicles which are “regulated investment companies” within the meaning of Code section
851 should consult with their tax advisors concerning (1) the likelihood that an investment in Shares, although they are a “security”
within the meaning of the Investment Company Act of 1940, may be considered an investment in the underlying platinum for
purposes of Code section 851(b), and (2) the extent to which an investment in Shares might nevertheless be consistent with preservation
of their qualification under Code section 851. In 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.
United
States Information Reporting and Backup Withholding Tax for US and Non-US Shareholders
The
Trustee or the appropriate broker will file certain information returns with the IRS, and provides certain tax-related information
to Shareholders, in accordance with applicable Treasury Regulations. Each Shareholder will be provided with information regarding
its allocable portion of the Trust’s annual income (if any) and expenses.
A
US Shareholder may be subject to US backup withholding tax in certain circumstances unless it provides its taxpayer identification
number and complies with certain certification procedures. Non-US Shareholders may have to comply with certification procedures
to establish that they are not a US person in order to avoid the backup withholding tax.
The
amount of any backup withholding tax will be allowed as a credit against a Shareholder’s US federal income tax liability
and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS.
Income
Taxation of Non-US Shareholders
The
Trust does not expect to generate taxable income except for gains (if any) upon the sale of platinum. A Non-US Shareholder generally
is not subject to US federal income tax with respect to gains recognized upon the sale or other disposition of Shares, or upon
the sale of platinum by the Trust, unless (1) the Non-US Shareholder is an individual and is present in the United States
for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from United States
sources; or (2) the gain is effectively connected with the conduct by the Non-US Shareholder of a trade or business in the United
States.
Taxation
in Jurisdictions other than the United States
Prospective
purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their
own tax advisers as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United
States to which they are subject), of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular,
as to whether any value added tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale,
redemption or other dealing.
20
ERISA
and Related Considerations
The
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and/or Code section 4975 impose certain requirements
on certain employee benefit plans and certain other plans and arrangements, including 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” 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”).
In
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 such investment is consistent with its fiduciary responsibilities under ERISA or Other Law, including, but not limited
to: (1) whether 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 report. 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. A violation of these rules
may result in the imposition of significant excise taxes and other liabilities. Plans subject to Other Law may be subject to similar
restrictions.
It
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” rules of ERISA and the Code. Fiduciaries of plans subject to Other Law should consult legal counsel to determine
whether there would be a similar result under the Other Law.
Investment
by Certain Retirement Plans
Code
section 408(m) provides that the acquisition of a “collectible” by an individual retirement account (“IRA”)
or a participant-directed account maintained under any plan that is tax-qualified under Code section 401(a) (“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, of an amount equal to the cost to the account of acquiring the collectible. The term
“collectible” is defined to include, with certain exceptions, “any metal or gem”. The IRS has issued several
private letter rulings to the effect that a purchase by an IRA, or by a participant-directed account under a Code section 401(a)
plan, of publicly-traded shares in a trust holding precious metals will not be treated as resulting in a taxable distribution
to the IRA owner or Tax Qualified Account participant under Code section 408(m). However the private letter rulings provide that,
if any of the Shares so purchased are distributed from the IRA or Tax Qualified Account to the IRA owner or Tax Qualified Account
participant, or if any precious metal is received by such IRA or Tax Qualified Account upon the redemption of any of the
Shares purchased by it, the Shares or precious metal so distributed will be subject to federal income tax in the year of
distribution, to the extent provided under the applicable provisions of Code sections 408(d), 408(m) or 402. Accordingly, potential
IRA or Tax Qualified Account investors are urged to consult with their own professional advisors concerning the treatment of an
investment in Shares under Code section 408(m).
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.