Item 1A. Risk Factors
Item
1A. Risk Factors
Shareholders
should consider carefully the risks described below before making an investment decision. Shareholders should also refer to the
other information included in the prospectus and this report, including the Trust’s financial statements and the related
notes.
RISKS
RELATED TO SILVER
The
price of silver may be affected by the sale of ETVs tracking the silver markets.
To
the extent existing exchange traded vehicles (“ETVs”) tracking the silver markets represent a significant proportion
of demand for physical silver bullion, large redemptions of the securities of these ETVs could negatively affect physical silver
bullion prices and the price and NAV of the Shares.
Crises
may motivate large-scale sales of silver which could decrease the price of silver and adversely affect an investment
in the Shares.
The
possibility of large-scale distress sales of silver in times of crisis may have a short-term negative impact on the price of silver
and adversely affect an investment in the Shares. For example, the 2008 financial credit crisis resulted in significantly depressed
prices of silver largely due to a slowdown in demand in silver for industrial use and forced sales and deleveraging from institutional
investors. Crises in the future may impair silver’s price performance which would, in turn, adversely affect an investment
in the Shares.
Several
factors may have the effect of causing a decline in the prices of silver and a corresponding decline in the price of Shares. Among
them:
● A
significant increase in silver hedging activity by silver producers. Should there be
an increase in the level of hedge activity of silver producing companies, it could cause
a decline in world silver prices, adversely affecting the price of the Shares.
● A
significant change in the attitude of speculators and investors towards silver. Should
the speculative community take a negative view towards silver, it could cause a decline
in world silver prices, negatively impacting the price of the Shares.
● A
widening of interest rate differentials between the cost of money and the cost of silver
could negatively affect the price of silver which, in turn, could negatively affect the
price of the Shares.
● A
combination of rising money interest rates and a continuation of the current low cost
of borrowing silver could improve the economics of selling silver forward. This could
result in an increase in hedging by silver mining companies and short selling by speculative
interests, which would negatively affect the price of silver. Under such circumstances,
the price of the Shares would be similarly affected.
Conversely, several factors may trigger a temporary increase in the price of silver prior to your investment in the Shares. For example, sudden increased investor interest in silver may cause an increase in world silver prices, increasing the price of the Shares. If that is the case, you will be buying Shares at prices affected by the temporarily high prices of silver, and you may incur losses when the causes for the temporary increase disappear.
Recently, an online campaign intended to harm hedge funds and large banks is encouraging retail investors to purchase silver and shares of Silver ETVs to intentionally increase prices. This activity may result in temporarily high prices of silver.
The
value of the Shares relates directly to the value of the silver held by the Trust and fluctuations in the price of silver could
materially adversely affect an investment in the Shares.
The
Shares are designed to mirror as closely as possible the performance of the price of silver bullion, and the value of the Shares
relates directly to the value of the silver held by the Trust, less the Trust’s liabilities (including estimated accrued
but unpaid expenses). The price of silver has fluctuated widely over the past several years. Several factors may affect the price
of silver, including:
● A
change in economic conditions, such as a recession, can adversely affect the price of silver. Silver is used in a wide range of
industrial applications, and an economic downturn could have a negative impact on its demand and, consequently, its price and
the price of the Shares;
● Investors’
expectations with respect to the rate of inflation;
● Currency
exchange rates;
● Interest
rates;
● Investment
and trading activities of hedge funds and commodity funds;
● Global
or regional political, economic or financial events and situations; and
● A significant change in investor interest, including in response to online campaigns or other activities specifically targeting investments in silver.
In
addition, investors should be aware that there is no assurance that silver will maintain its long-term value in terms of purchasing
power in the future. In the event that the price of silver declines, the Sponsor expects the value of an investment in the Shares
to decline proportionately.
RISKS
RELATED TO THE SHARES
The
sale of the Trust’s silver to pay expenses not assumed by the Sponsor at a time of low silver prices could adversely
affect the value of the Shares.
The
Trustee sells silver held by the Trust to pay Trust expenses not assumed by the Sponsor on an as-needed basis irrespective
of then-current silver prices. The Trust is not actively managed and no attempt will be made to buy or sell silver to
protect against or to take advantage of fluctuations in the price of silver. Consequently, the Trust’s silver
may be sold at a time when the silver price is low, resulting in a negative effect on the value of the Shares.
The
value of the Shares will be adversely affected if the Trust is required to indemnify the Sponsor or the Trustee under the Trust
Agreement.
Under
the Trust Agreement, each of the Sponsor and the Trustee has a right to be indemnified from the Trust for any liability or expense
it incurs without gross negligence, bad faith, willful misconduct, willful malfeasance or reckless disregard on its part. That
means the Sponsor or the Trustee may require the assets of the Trust to be sold in order to cover losses or liability suffered
by it. Any sale of that kind would reduce the NAV of the Trust and the value of the Shares.
The
Shares may trade at a price which is at, above or below the NAV per Share and any discount or premium in the trading price relative
to the NAV per Share may widen as a result of non-concurrent trading hours between the NYSE Arca, London and COMEX.
The
Shares may trade at, above or below the NAV per Share. The NAV per Share fluctuates with changes in the market value of the Trust’s
assets. The trading price of the Shares fluctuates in accordance with changes in the NAV per Share as well as market supply and
demand. 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 and the major silver markets. While the Shares trade on the NYSE Arca until 4:00 p.m. New
York time, liquidity in the market for silver is reduced after the close of the major world silver markets, including London and
the COMEX. As a result, during this
time, trading spreads, and the resulting premium or discount on the Shares, may widen.
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A
possible “short squeeze” due to a sudden increase in demand of Shares that largely exceeds supply may lead to price
volatility in the Shares.
Investors
may purchase Shares to hedge existing silver exposure or to speculate on the price of silver. Speculation on the price of silver
may involve long and short exposures. To the extent aggregate short exposure exceeds the number of Shares available for purchase
(for example, in the event that large redemption requests by Authorized Participants dramatically affect Share liquidity), investors
with short exposure may have to pay a premium to repurchase Shares for delivery to Share lenders. Those repurchases may in turn,
dramatically increase the price of the Shares until additional Shares are created through the creation process. This is often
referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in Shares that are not directly
correlated to the price of silver.
Recently, the Trust and other ETVs that seek to track the price of physical silver bullion ("Silver ETVs") have been experiencing a sudden increase in demand of shares following an online campaign to harm hedge funds and large banks with substantial short exposures to silver. The campaign encourages retail investors to purchase shares of Silver ETVs as well as physical silver in order to intentionally create a short squeeze. This activity could result in temporarily inflated prices of Shares and the difference between trading price and NAV per share may widen.
Purchasing
activity in the silver market associated with the purchase of Baskets from the Trust may cause a temporary increase in the price
of silver. This increase may adversely affect an investment in the Shares.
Purchasing
activity associated with acquiring the silver required for deposit into the Trust in connection with the creation of Baskets may
temporarily increase the market price of silver, which will result in higher prices for the Shares. Temporary increases in the
market price of silver may also occur as a result of the purchasing activity of other market participants. Other market participants
may attempt to benefit from an increase in the market price of silver that may result from increased purchasing activity of silver
connected with the issuance of Baskets. Consequently, the market price of silver may decline immediately after Baskets
are created. If the price of silver declines, the trading price of the Shares may also decline.
The
Shares and their value could decrease if unanticipated operational or trading problems arise.
There
may be unanticipated problems or issues with respect to the mechanics of the Trust’s operations and the trading of the Shares
that could have a material adverse effect on an investment in the Shares. In addition, although the Trust is not actively “managed”
by traditional methods, to the extent that unanticipated operational or trading problems or issues arise, the Sponsor’s
past experience and qualifications may not be suitable for solving these problems or issues.
Discrepancies,
disruptions or unreliability of the LBMA Silver Price could impact the value of the Trust’s silver and the market price
of the Shares.
The
Trustee values the Trust’s silver pursuant to the LBMA Silver Price. In the event that the LBMA Silver Price proves to be
an inaccurate benchmark, or the LBMA Silver Price varies materially from the prices determined by other mechanisms for valuing
silver, the value of the Trust’s silver and the market price of the Shares could be adversely impacted. Any future developments
in the LBMA Silver Price, to the extent it has a material impact on the LBMA Silver Price, could adversely impact the value of
the Trust’s silver and the market price of the Shares. It is possible that electronic failures or other unanticipated events
may occur that could result in delays in the announcement of, or the inability of the benchmark to produce, the LBMA Silver Price
on any given date. Furthermore, any actual or perceived disruptions that result in the perception that the LBMA Silver Price is
vulnerable to actual or attempted manipulation could adversely affect the behavior of market participants, which may have an effect
on the price of silver. If the LBMA Silver Price is unreliable for any reason, the price of silver and the market price for the
Shares may decline or be subject to greater volatility.
If
the process of creation and redemption of Baskets encounters any unanticipated difficulties, the possibility for arbitrage transactions
intended to keep the price of the Shares closely linked to the price of silver may not exist and, as a result, the price of the
Shares may fall.
If
the processes of creation and redemption of Shares (which depend on timely transfers of silver to and by the Custodian) encounter
any unanticipated difficulties, potential market participants who would otherwise be willing to purchase or redeem Baskets to
take advantage of any arbitrage opportunity arising from discrepancies between the price of the Shares and the price of the underlying
silver may not take the risk that, as a result of those difficulties, they may not be able to realize the profit they expect.
If this is the case, the liquidity of Shares may decline and the price of the Shares may fluctuate independently of the price
of silver and may fall. Additionally, redemptions could be suspended for any period during which (1) the NYSE Arca is closed (other
than customary weekend or holiday closings) or trading on the NYSE Arca is suspended or restricted, or (2) an emergency exists
as a result of which delivery, disposal or evaluation of the silver is not reasonably practicable.
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The
liquidity of the Shares may be affected by the withdrawal from participation of one or more Authorized Participants.
In
the event that one or more Authorized Participants having substantial interests in Shares or otherwise responsible for a significant
portion of the Shares’ daily trading volume on the Exchange withdraw from participation, the liquidity of the Shares will
likely decrease which could adversely affect the market price of the Shares and result in Shareholders incurring a loss on their
investment.
Shareholders
do not have the protections associated with ownership of shares in an investment company registered under the Investment Company
Act of 1940 or the protections afforded by the Commodity Exchange Act (“CEA”).
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. Consequently, Shareholders do not have the regulatory protections provided to investors in investment companies.
The Trust does not and will not hold or trade in commodity futures contracts, “commodity interests” or any other instruments
regulated by the CEA, as administered by the CFTC and the National Futures Association (“NFA”). Furthermore, 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 by the CFTC as a commodity pool operator or a commodity trading advisor in connection
with the Trust or the Shares. Consequently, Shareholders do not have the regulatory protections provided to investors in CEA-regulated
instruments or commodity pools operated by registered commodity pool operators or advised by commodity trading advisors.
The
Trust may be required to terminate and liquidate at a time that is disadvantageous to Shareholders.
If
the Trust is required to terminate and liquidate, such termination and liquidation could occur at a time which is disadvantageous
to Shareholders, such as when silver prices are lower than the silver prices at the time when Shareholders purchased
their Shares. In such a case, when the Trust’s silver is sold as part of the Trust’s liquidation, the resulting
proceeds distributed to Shareholders will be less than if silver prices were higher at the time of sale.
The
lack of an active trading market for the Shares may result in losses on investment at the time of disposition of the Shares.
Although
Shares are listed for trading on the NYSE Arca, it cannot be assumed that an active trading market for the Shares will develop
or be maintained. If an investor needs to sell Shares at a time when no active market for Shares exists, such lack of an active
market will most likely adversely affect the price the investor receives for the Shares (assuming the investor is able to sell
them).
Shareholders
do not have the rights enjoyed by investors in certain other vehicles.
As
interests in an investment trust, the Shares have none of the statutory rights normally associated with the ownership of shares
of a corporation (including, for example, the right to bring “oppression” or “derivative” actions). In
addition, the Shares have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors
or approve amendments to the Trust Agreement and do not receive dividends).
An
investment in the Shares may be adversely affected by competition from other methods of investing in silver.
The
Trust competes with other financial vehicles, including traditional debt and equity securities issued by companies in the silver
industry and other securities backed by or linked to silver, direct investments in silver and investment vehicles similar
to the Trust. Market and financial conditions, and other conditions beyond the Sponsor’s control, may make it more attractive
to invest in other financial vehicles or to invest in silver directly, which could limit the market for the Shares and reduce
the liquidity of the Shares.
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The
amount of silver represented by each Share will decrease over the life of the Trust due to the recurring deliveries of silver
necessary to pay the Sponsor’s Fee in-kind and potential sales of silver to pay in cash the Trust expenses not assumed
by the Sponsor. Without increases in the price of silver sufficient to compensate for that decrease, the price of the Shares
will also decline proportionately over the life of the Trust.
The
amount of silver represented by each Share decreases each day by the Sponsor’s Fee. In addition, although the Sponsor
has agreed to assume all organizational and certain 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), in exceptional
cases certain Trust expenses may need to be paid by the Trust. Because the Trust does not have any income, it must either make
payments in-kind by deliveries of silver (as is the case with the Sponsor’s Fee) or it must sell silver to obtain
cash (as in the case of any exceptional expenses). The result of these sales of silver and recurring deliveries of silver
to pay the Sponsor’s Fee in-kind is a decrease in the amount of silver represented by each Share. New deposits of silver,
received in exchange for new Shares issued by the Trust, will not reverse this trend.
A
decrease in the amount of silver represented by each Share results in a decrease in each Share’s price even if the
price of silver bullion does not change. To retain the Share’s original price, the price of silver must increase.
Without that increase, the lesser amount of silver represented by the Share will have a correspondingly lower price. If this
increase does not occur, or is not sufficient to counter the lesser amount of silver represented by each Share, Shareholders
will sustain losses on their investment in Shares.
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An
increase in Trust expenses not assumed by the Sponsor, or the existence of unexpected liabilities affecting the Trust, will require
the Trustee to sell larger amounts of silver, and will result in a more rapid decrease of the amount of silver represented
by each Share and a corresponding decrease in its value.
RISKS
RELATED TO THE CUSTODY OF SILVER
The
Trust’s silver may be subject to loss, damage, theft or restriction on access.
There
is a risk that part or all of the Trust’s silver could be lost, damaged or stolen. Access to the Trust’s silver
could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). Any of these
events may adversely affect the operations of the Trust and, consequently, an investment in the Shares.
The
Trust’s lack of insurance protection and the Shareholders’ limited rights of legal recourse against the Trust, the
Trustee, the Sponsor, the Custodian, and any other sub-custodian exposes the Trust and its Shareholders to the risk of loss of
the Trust’s silver for which no person is liable.
The
Trust does not insure its silver. The Custodian maintains insurance with regard to its business on such terms and conditions as
it considers appropriate in connection with its custodial obligations and is responsible for all costs, fees and expenses arising
from the insurance policy or policies. The Trust is not a beneficiary of any such insurance and does not have the ability to dictate
the existence, nature or amount of coverage. Therefore, Shareholders cannot be assured that the Custodian maintains adequate insurance
or any insurance with respect to the silver held by the Custodian on behalf of the Trust. In addition, the Custodian and
the Trustee do not require or any other direct or indirect sub-custodians to be insured or bonded with respect to their custodial
activities or in respect of the silver held by them on behalf of the Trust. Further, Shareholders’ recourse against
the Trust, the Trustee and the Sponsor under New York law, the Custodian, and any other sub-custodian under English law, and any
other sub-custodian under the law governing their custody operations is limited. Consequently, a loss may be suffered with respect
to the Trust’s silver which is not covered by insurance and for which no person is liable in damages.
The
Custodian’s limited liability under the Custody Agreements and English law may impair the ability of the Trust to recover
losses concerning its silver and any recovery may be limited, even in the event of fraud, to the market value of the silver
at the time the fraud is discovered.
The
liability of the Custodian is limited under the Custody Agreements. Under the Custody Agreements between the Trustee and the Custodian
which establish the Trust’s unallocated silver account (“Unallocated Account”) and the Trust’s allocated silver
account (“Allocated Account”), the Custodian is only liable for losses that are the direct result of its own negligence,
fraud or willful default in the performance of its duties. Any such liability is further limited to the market value of the silver
lost or damaged at the time such negligence, fraud or willful default is discovered by the Custodian provided the Custodian notifies
the Trust and the Trustee promptly after the discovery of the loss or damage. Under each Authorized Participant Unallocated Bullion
Account Agreement (between the Custodian and an Authorized Participant establishing an Authorized Participant Unallocated Account),
the Custodian is not contractually or otherwise liable for any losses suffered by any Authorized Participant or Shareholder that
are not the direct result of its own gross negligence, fraud or willful default in the performance of its duties under such agreement,
and in no event will its liability exceed the market value of the balance in the Authorized Participant Unallocated Account at
the time such gross negligence, fraud or willful default is discovered by the Custodian. In addition, the Custodian will not be
liable for any delay in performance or any non-performance of any of its obligations under the Allocated Account Agreement, the
Unallocated Account Agreement or the Authorized Participant Unallocated Bullion Account Agreement by reason of any cause
beyond its reasonable control, including acts of God, war or terrorism. As a result, the recourse of the Trustee or a Shareholder,
under English law, is limited. Furthermore, under English common law, the Custodian, or any other sub-custodian will not
be liable for any delay in the performance or any non-performance of its custodial obligations by reason of any cause beyond its
reasonable control.
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The
obligations of the Custodian, and any other sub-custodians are governed by English law, which may frustrate the Trust in
attempting to seek legal redress against the Custodian, or any other sub-custodian concerning its silver.
The
obligations of the Custodian under the Custody Agreements are, and the Authorized Participant Unallocated Bullion Account
Agreements may be, governed by English law. The Custodian may enter into arrangements with any sub-custodians for the custody
or temporary holding of the Trust’s silver, which arrangements may also be governed by English law. The Trust is a New York
common law trust. Any United States, New York or other court situated in the United States may have difficulty interpreting English
law (which, insofar as it relates to custody arrangements, is largely derived from court rulings rather than statute), LBMA
rules or the customs and practices in the London custody market. It may be difficult or impossible for the Trust to sue any
other sub-custodian in a United States, New York or other court situated in the United States. In addition, it may be difficult,
time consuming and/or expensive for the Trust to enforce in a foreign court a judgment rendered by a United States, New York or
other court situated in the United States.
The
Trust may not have adequate sources of recovery if its silver is lost, damaged, stolen or destroyed.
If
the Trust’s silver is lost, damaged, stolen or destroyed under circumstances rendering a party liable to the Trust,
the responsible party may not have the financial resources sufficient to satisfy the Trust’s claim. For example, as to a
particular event of loss, the only source of recovery for the Trust might be limited to the Custodian, or any other sub-custodian
or, to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial
resources (including liability insurance coverage) to satisfy a valid claim of the Trust.
Shareholders
and Authorized Participants lack the right under the Custody Agreements to assert claims directly against the Custodian, or any
other sub-custodian.
Neither
the Shareholders nor any Authorized Participant have a right under the Custody Agreements to assert a claim of the Trust against
the Custodian, or any other sub-custodian. Claims under the Custody Agreements may only be asserted by the Trustee on behalf of
the Trust.
Because
the Trustee does note, and the Custodian has limited obligations to, oversee or monitor the activities of sub-custodians who may
hold the Trust’s silver, failure by the sub-custodians to exercise due care in the safekeeping of the Trust’s silver
could result in a loss to the Trust.
Under
the Allocated Account Agreement, the Custodian may appoint from time to time one or more sub-custodians to hold the Trust’s
silver on a temporary basis pending delivery to the Custodian. The sub-custodians which the Custodian currently uses are LBMA
market making members that provide bullion vaulting and clearing services to third parties. The Custodian is required under the
Allocated Account Agreement to use reasonable care in appointing its sub-custodians, making the Custodian liable only for negligence
or bad faith in the selection of such sub-custodians, and has an obligation to use commercially reasonable efforts to obtain delivery
of the Trust’s silver from any sub-custodians appointed by the Custodian. Otherwise, the Custodian is not liable for the
acts or omissions of its sub-custodians. These sub-custodians may in turn appoint further sub-custodians, but the Custodian is
not responsible for the appointment of these further sub-custodians. The Custodian does not undertake to monitor the performance
by sub-custodians of their custody functions or their selection of further sub-custodians. The Trustee does not monitor the performance
of the Custodian other than to review the reports provided by the Custodian pursuant to the Custody Agreements and does not undertake
to monitor the performance of any sub-custodian.
Furthermore,
the Trustee may have no right to visit the premises of any sub-custodian for the purposes of examining the Trust’s silver
or any records maintained by the sub-custodian, and no sub-custodian will be obligated to cooperate in any review the Trustee
may wish to conduct of the facilities, procedures, records or creditworthiness of such sub-custodian. In addition, the ability
of the Trustee to monitor the performance of the Custodian may be limited because under the Allocated Account Agreement and the
Unallocated Account Agreement the Trustee has only limited rights to visit the premises of the Custodian for the purpose of examining
the Trust’s silver and certain related records maintained by the Custodian.
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The
obligations of any sub-custodian of the Trust’s silver are not determined by contractual arrangements but by LBMA rules
and London silver market customs and practices, which may prevent the Trust’s recovery of damages for losses on its silver
custodied with sub-custodians.
There
are expected to be no written contractual arrangements between sub-custodians that hold the Trust’s silver and the Trustee
or the Custodian because traditionally such arrangements are based on the customs and practices of the LBMA and the London bullion
market. In the event of a legal dispute with respect to or arising from such arrangements, it may be difficult to define such
customs and practices. The customs and practices of the LBMA may be subject to change outside the control of the Trust. Under
English law, neither the Trustee nor the Custodian would have a supportable breach of contract claim against a sub-custodian for
losses relating to the safekeeping of silver. If the Trust’s silver is lost or damaged while in the custody of a sub-custodian,
the Trust may not be able to recover damages from the Custodian or the sub-custodian. Whether a sub-custodian will be liable for
the failure of sub-custodians appointed by it to exercise due care in the safekeeping of the Trust’s silver will depend
on the facts and circumstances of the particular situation. Shareholders cannot be assured that the Trustee will be able to recover
damages from sub-custodians whether appointed by the Custodian or by another sub-custodian for any losses relating to the safekeeping
of silver by such sub-custodians.
Silver
bullion allocated to the Trust in connection with the creation of a Basket may not meet the London Good Delivery Standards and,
if a Basket is issued against such silver, the Trust may suffer a loss.
Neither
the Trustee nor the Custodian independently confirms the fineness of the silver allocated to the Trust in connection with the
creation of a Basket. The silver bullion allocated to the Trust by the Custodian may be different from the reported fineness or
weight required by the LBMA’s standards for silver bars delivered in settlement of a silver trade (London Good Delivery
Standards), the standards required by the Trust. If the Trustee nevertheless issues a Basket against such silver, and if
the Custodian fails to satisfy its obligation to credit the Trust the amount of any deficiency, the Trust may suffer a loss.
Silver
held in the Trust’s unallocated silver account and any Authorized Participant’s unallocated silver account is not
segregated from the Custodian’s assets. If the Custodian becomes insolvent, its assets may not be adequate to satisfy a
claim by the Trust or any Authorized Participant. In addition, in the event of the Custodian’s insolvency, there may be
a delay and costs incurred in identifying the bullion held in the Trust’s allocated silver account.
Silver
which is part of a deposit for a purchase order or part of a redemption distribution is held for a time in the Trust Unallocated
Account and, previously or subsequently in, the Authorized Participant Unallocated Account of the purchasing or redeeming Authorized
Participant. During those times, the Trust and the Authorized Participant, as the case may be, have no proprietary rights to any
specific bars of silver held by the Custodian and are each an unsecured creditor of the Custodian with respect to the amount
of silver held in such unallocated accounts. In addition, if the Custodian fails to allocate the Trust’s silver in a timely
manner, in the proper amounts or otherwise in accordance with the terms of the Unallocated Account Agreement, or if a sub-custodian
fails to so segregate silver held by it on behalf of the Trust, unallocated silver will not be segregated from the Custodian’s
assets, and the Trust will be an unsecured creditor of the Custodian with respect to the amount so held in the event of the insolvency
of the Custodian. In the event the Custodian becomes insolvent, the Custodian’s assets might not be adequate to satisfy
a claim by the Trust or the Authorized Participant for the amount of silver held in their respective unallocated silver accounts.
In
the case of the insolvency of the Custodian, a liquidator may seek to freeze access to the silver held in all of the accounts
held by the Custodian, including the Trust Allocated Account. Although the Trust would be able to claim ownership of properly
allocated silver, the Trust could incur expenses in connection with asserting such claims, and the assertion of such a claim by
the liquidator could delay creations and redemptions of Baskets.
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In
issuing Baskets, the Trustee relies on certain information received from the Custodian which is subject to confirmation after
the Trustee has relied on the information. If such information turns out to be incorrect, Baskets may be issued in exchange for
an amount of silver which is more or less than the amount of silver which is required to be deposited with the Trust.
The
Custodian’s definitive records are prepared after the close of its business day. However, when issuing Baskets, the Trustee
relies on information reporting the amount of silver credited to the Trust’s accounts which it receives from the Custodian
during the business day and which is subject to correction during the preparation of the Custodian’s definitive records
after the close of business. If the information relied upon by the Trustee is incorrect, the amount of silver actually received
by the Trust may be more or less than the amount required to be deposited for the issuance of Baskets.
GENERAL
RISKS
The
Trust relies on the information and technology systems of the Trustee, the Custodian, the Marketing Agent and, to a lesser degree,
the Sponsor, which could be adversely affected by information systems interruptions, cybersecurity attacks or other disruptions
which could have a material adverse effect on the Trust’s record keeping and operations.
The
Custodian, the Trustee and the Marketing Agent depend upon information technology infrastructure, including network, hardware
and software systems to conduct their business as it relates to the Trust. A cybersecurity incident, or a failure to protect their
computer systems, networks and information against cybersecurity threats, could result in a loss of information and adversely
impact their ability to conduct their business, including their business on behalf of the Trust. Despite implementation of network
and other cybersecurity measures, their security measures may not be adequate to protect against all cybersecurity threats.
Uncertainty
regarding the effects of Brexit could adversely affect the price of the Shares.
The
United Kingdom left the European Union (the “EU”) (“Brexit”) on January 31, 2020, subject to a transitional
period which ended December 31, 2020. During the transitional period, although the United Kingdom was no longer a member state of the
EU, it remained subject to EU law and regulations as if it were still a member state. The United Kingdom and the EU were to negotiate
the terms of their future trading relationship during the transitional period. On December 24, 2020, negotiators representing
the United Kingdom and the EU came to a preliminary trade agreement, which was subsequently ratified by the UK Parliament. The
trade agreement must also be ratified by the European Parliament.
The
unavoidable uncertainties and events related to Brexit could increase taxes and costs of business and cause volatility in currency
exchange rates and interest rates. Brexit could adversely affect the performance of contracts in existence at the date of Brexit
and European, United Kingdom or worldwide political, regulatory, economic or market conditions and could contribute to instability
in political institutions, regulatory agencies and financial markets. Brexit could also lead to legal uncertainty and politically
divergent national laws and regulations as a new relationship between the United Kingdom and EU is defined and the United Kingdom
determines which EU laws to replace or replicate. Any of these effects of Brexit, and others that cannot be anticipated, could
adversely affect the price of the Shares. In addition, the risk that Standard Life Aberdeen plc, the parent of the Sponsor and
which is headquartered in the United Kingdom, failed to adequately prepare for the end of Brexit’s transitional period could
have significant customer, reputation and capital impacts for Standard Life Aberdeen plc and its subsidiaries, including those
providing services to the Trust; however, Standard Life Aberdeen plc and its subsidiaries have detailed contingency planning in
place to seek to manage the consequences of Brexit to the Trust and to avoid any disruption on the Trust and to the services they
provide. Given the fluidity and complexity of the situation, we cannot provide assurance that the Trust will not be adversely
impacted despite these preparations.
28
The
Trust as well as the Sponsor and its service providers are vulnerable to the effects of public health crises, including the ongoing
novel coronavirus pandemic.
The
respiratory illness COVID-19 caused by a novel coronavirus has resulted in a global pandemic and major disruption to economies
and markets around the world, including the United States. Financial markets have experienced extreme volatility and trading in many instruments has been disrupted. Liquidity for many instruments has been greatly reduced for periods of time.
Some interest rates are very low and in some cases yields are negative. Some sectors of the economy and individual issuers have
experienced particularly large losses. These circumstances may continue for an extended period of time, and may continue to affect
adversely the value and liquidity of the Trust’s investments. The ultimate economic fallout from the pandemic, and the long-term
impact on economies, markets, industries and individual issuers, including the Trust and its service providers, are not known.
The information technology and other operational systems upon which the Trust’s service providers rely could be impaired
and the ability of employees of the Trust’s service providers to perform essential tasks on behalf of the Trust could be
disrupted. Governments and central banks, including the Federal Reserve in the U.S., have taken extraordinary and unprecedented
actions to support local and global economies and the financial markets. The impact of these measures, and whether they will be
effective to mitigate the economic and market disruption, will not be known for some time.
Item
1B. Unresolved Staff Comments
None.
Item
2. Properties
Not
applicable.
Item
3. Legal Proceedings
None
Item
4. Mine Safety Disclosure
Not
applicable.
29
PART
II
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.