Item 9A. Controls and Procedures
Item
9A. Controls and Procedures
The
Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its
Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, and that such information is accumulated and communicated to the Chief Executive Officer and
Chief Financial Officer of the Sponsor, and to the audit committee, as appropriate, to allow timely decisions regarding required
disclosure.
Under
the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer of the Sponsor, the
Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rules 13a-15(e)
and 15d-15(e). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer of the Sponsor concluded
that, as of December 31, 2022, the Trust’s disclosure controls and procedures were effective.
Internal
controls over financial reporting have been maintained throughout the Trust’s fiscal year ended December 31, 2022. There
have been no changes that have materially affected, or are reasonably likely to materially affect, the Trust’s or Sponsor’s
internal control over financial reporting.
Management’s
Report on Internal Control over Financial Reporting
The
Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). The Trust’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control
over financial reporting includes those policies and procedures that:
(1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
Trust’s assets;
(2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that the Trust’s receipts and expenditures are being made only in accordance
with appropriate authorizations; and
(3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s
assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The
Chief Executive Officer and Chief Financial Officer of the Sponsor assessed the effectiveness of the Trust’s internal control
over financial reporting as of December 31, 2022. In making this assessment, they used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013) . Their
assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of
the operational effectiveness of its internal control over financial reporting. Based on their assessment and those criteria,
the Chief Executive Officer and Chief Financial Officer of the Sponsor concluded that the Trust maintained effective internal
control over financial reporting as of December 31, 2022.
40
KPMG
LLP, the independent registered public accounting firm that audited and reported on the financial statements included in this
Form 10-K, as stated in their report which is included herein, issued an attestation report on the effectiveness of the Trust’s
internal control over financial reporting as of December 31, 2022.
41
Report
of Independent Registered Public Accounting Firm
To the Sponsor, Trustee and Shareholders
abrdn Silver
ETF Trust:
Opinion on Internal Control Over Financial Reporting
We
have audited abrdn Silver ETF Trust's (known as Aberdeen Standard Silver ETF Trust prior to March 31, 2022) (the Trust) internal control
over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Trust maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control
– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB), the statements of assets and liabilities of the Trust, including the
schedules of investments, as of December 31, 2022 and 2021, the related statements of operations and changes in net assets and the financial
highlights for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the financial
statements), and our report dated February 28, 2023 expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Trust’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on the Trust’s internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial
Reporting
A company’s internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ KPMG LLP
New York, New York
February 28, 2023
42
Item
9B. Other Information
Not
applicable.
43
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The
Trust has no directors or executive officers. The biographies of the President and Chief Executive Officer of the Sponsor and
the Chief Financial Officer and Treasurer of the Sponsor are set out below:
Steven
Dunn – President and Chief Executive Officer
Mr.
Dunn, CIMA®, is the Head of Exchange Traded Funds at abrdn Inc. Mr. Dunn guides the firm’s strategic direction and distribution
strategy for ETFs. Previously, he was a Director with Deutsche Asset and Wealth Management in charge of managing relationships
with US ETF Strategists and overseeing the Eastern Division sales team. Prior to that, Mr. Dunn was a consultant at Brandywine
Global Investment Management and has also held sales and distribution strategy positions at iShares, Blackrock and Vanguard. Mr.
Dunn holds a B.A. degree in Public Administration from Shippensburg University of Pennsylvania and has completed his MBA at Pennsylvania
State University. He holds the Series 7, 24, and 63 registrations as well as the Certified Investment Management Analyst®
(CIMA®).
Andrea
Melia – Chief Financial Officer and Treasurer
Ms.
Melia is Vice President and Senior Director of Product Management for abrdn Inc. Ms. Melia has managed the fund administration
team since joining abrdn Inc. in September 2009. Prior to joining abrdn Inc., Ms. Melia was Director of fund administration
and accounting oversight for Princeton Administrators LLC, a division of BlackRock Inc. and had worked with Princeton Administrators
since 1992. Ms. Melia holds a BS in Accounting from University of Scranton and a MBA from Rider University.
Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
In connection with her retirement,
Andrea Melia has resigned as Chief Financial Officer and Treasurer of the Sponsor, to be effective on February 28, 2023, immediately after
the filing of this report. Ms. Melia has served as Principal Financial Officer of the Registrant.
Brian Kordeck was appointed as Chief
Financial Officer and Treasurer of the Sponsor, to be effective on February 28, 2023, immediately after the filing of this report. Mr.
Kordeck will serve as Principal Financial Officer of the Registrant.
Brian Kordeck, age 44, joined abrdn Inc. (the parent company of the
Sponsor) as a Senior Fund Administrator in 2013 and is currently a Senior Product Manager with the company. Prior to joining abrdn Inc.,
Mr. Kordeck held financial reporting manager roles at the Bank of New York Mellon and The Investment Fund for Foundations. Mr. Kordeck
began his career as an auditor with PricewaterhouseCoopers LLP, focusing on the investment management industry. Mr. Kordeck holds a BS
in Business Administration from La Salle University.
As
described under Item 1 above, abrdn Inc. is the parent of the Sponsor.
Item
11. Executive Compensation
The
Trust has no directors or executive officers. The only ordinary expense paid by the Trust is the Sponsor’s Fee.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security
Ownership of Certain Beneficial Owners
There
are no persons known by the Trust to own directly or indirectly beneficially more than 5% of the outstanding Shares of the Trust.
Security
Ownership of Management
Not
applicable.
Change
in Control
Neither
the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in control of the Trust.
Item
13. Certain Relationships and Related Transactions, and Director Independence
The
Trust has no directors or executive officers.
44
Item
14. Principal Accounting Fees and Services
Fees
for services performed by KPMG LLP for the years ended December 31, 2022 and 2021
New
York, NY Auditor ID: 185
December
31, 2022
December
31, 2021
Audit fees – KPMG
$ 77,250
$ 77,250
Audit related fees
- KPMG
—
10,000
$ 77,250
$ 87,250
Audit
Fees are fees paid by the Sponsor to KPMG LLP for professional services for the audit of the Trust’s financial statements
included in the Form 10-K and review of financial statements included in the Form 10-Qs, and for services that are normally provided
by the accountants in connection with regulatory filings or engagements. Audit Related Fees are paid by the Sponsor to KPMG LLP
for assurance and related services that are reasonably related to the performance of the audit or review of the Trust’s
financial statements. These services include the accountant providing a consent letter related to the Trust’s registration
statement filing.
Pre-Approval
Policies and Procedures
As
referenced in Item 10 above, the Trust has no board of directors, and as a result, has no pre-approval policies or procedures
with respect to fees paid to KPMG LLP. Such determinations are made by the Sponsor.
45
PART
IV
Item
15. Exhibits, Financial Statement Schedules
1.
Financial Statements
See
Index to financial statements on Page F-1 for a list of the financial statements being filed herein.
2.
Financial Statement Schedules
Schedules
have been omitted since they are either not required, not applicable, or the information has otherwise been included.
3.
Exhibits
Exhibit No.
Description
4.1(a)
Depositary
Trust Agreement, incorporated by reference to Exhibit 4.1 filed with Registration Statement No. 333-156307 on July 21, 2009
4.1(b)
Amendment to the Depositary Trust Agreement
effective October 1, 2018
4.2
Form
of Authorized Participant Agreement, effective as of September 5, 2017, incorporated by reference to Exhibit 4.2 filed with
the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
4.3
Certificate
of Beneficial Interest, incorporated by reference to Exhibit 4.3 filed with Registration Statement No. 333-156307 on July
21, 2009
10.1
Allocated
Account Agreement, incorporated by reference to Exhibit 10.1 filed with the Trust’s Current Report on Form 8-K on March
29, 2019
10.2
Unallocated
Account Agreement, incorporated by reference to Exhibit 10.2 filed with the Trust’s Current Report on Form 8-K on March
29, 2019
10.3
Depository
Agreement, incorporated by reference to Exhibit 10.3 filed with Registration Statement No. 333-156307 on July 21, 2009
10.4(a)
Marketing
Agent Agreement, incorporated by reference to Exhibit 10.4 filed with Registration Statement No 333-156307 on July 21, 2009
10.4(b)
Novation
of and Amendment No. 1 to the Marketing Agent Agreement effective October 1, 2018
99.1
Novation
Agreement, incorporated by reference to Exhibit 99.1 filed with Commission File No. 001-34412 on December 18, 2014
23.1
Consent of KPMG LLP, Independent Registered Public Accounting Firm
31.1
Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Chief Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
46
101
The following financial statements
from the Trust’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL: (i) Statements
of Assets and Liabilities, (ii) Statements of Operations, (iii) Statements of Changes in Net Assets, and (iv) Notes to the
Financial Statements.
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL
Taxonomy Extension Calculation Document
101.DEF
XBRL Taxonomy Extension Definitions Document
101.LAB
XBRL Taxonomy Extension Labels Document
101.PRE
XBRL Taxonomy Extension Presentation Document
104
The cover page from the Trust’s Annual
Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (included as Exhibit 101).
47
Item
16. Form 10-K Summary
Not
applicable.
48
ABRDN
SILVER ETF TRUST
Financial Statements as of December 31, 2022
Index
Page
Report
of Independent Registered Public Accounting Firm
F-2
Statements
of Assets and Liabilities at December 31, 2022 and 2021
F-3
Schedules
of Investments at December 31, 2022 and 2021
F- 4
Statements
of Operations for the years ended December 31, 2022, 2021 and 2020
F- 5
Statements
of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020
F- 6
Financial
Highlights for the years ended December 31, 2022, 2021 and 2020
F-7
Notes
to the Financial Statements
F- 8
F- 1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor, Trustee and Shareholders
abrdn Silver
ETF Trust:
Opinion on the Financial Statements
We
have audited the accompanying statements of assets and liabilities of abrdn Silver ETF Trust (known as Aberdeen Standard Silver ETF Trust
prior to March 31, 2022) (the Trust), including the schedules of investments, as of December 31, 2022 and 2021, the related statements
of operations and changes in net assets and the financial highlights for each of the years in the three-year period ended December 31,
2022, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Trust as of December 31, 2022 and 2021, and the results of its operations, changes in
its net assets and financial highlights for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of
the Public Company Accounting Oversight Board (United States) (PCAOB), the Trust’s internal control over financial reporting as
of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2023 expressed an unqualified opinion on the
effectiveness of the Trust’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the
Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter
arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee
and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.
Evaluation of the evidence pertaining to the existence
of the silver holdings
As presented on the December 31, 2022 schedule of investments
and in Note 2.2, the fair value of the Trust’s investment in silver is $1,113,348 thousand, representing 99.51% of the Trust’s
net assets, and 46,496,068 ounces of silver holdings. The investment in silver was held by a third-party custodian (the custodian).
We identified the evaluation of the evidence pertaining
to the existence of the silver holdings as a critical audit matter. Given the nature and volume of the silver holdings, subjective auditor
judgment was required to evaluate the extent and nature of evidence obtained to assess the existence of silver held by the custodian.
The following are the primary procedures we performed to
address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related
to the critical audit matter. This included controls over (1) the comparison of the Trust’s records of silver held to the custodian’s
records, (2) the approval of silver deposits and withdrawals by the trustee of the Trust and (3) the physical counts of the Trust’s
silver holdings performed at the custodian’s locations by a third party engaged by the Trust’s sponsor. We obtained a schedule
directly from the custodian of the Trust’s silver holdings held by the custodian as of December 31, 2022. We compared the total
ounces on such schedule to the Trust’s record of silver holdings. We also attended and observed a part of the physical counts of
the Trust’s silver holdings. We obtained and read the physical counts results reports of the third party and reconciled those reports
to both the Trust’s and custodian’s records.
/s/ KPMG LLP
We have served as the Trust’s auditor since 2015.
New York, New York
February 28, 2023
F- 2
abrdn
Silver ETF Trust
Statements
of Assets and Liabilities
At
December 31, 2022 and 2021
December
31, 2022
December
31, 2021
(Amounts in 000’s
of US$, except for Share and per Share data)
ASSETS
Investment in silver (cost: December 31, 2022:
$ 998,547 ; December 31, 2021: $ 895,562 )
$ 1,113,348
$ 995,405
Silver receivable
5,749
—
Total assets
1,119,097
995,405
LIABILITIES
Fees payable to
Sponsor
280
253
Total liabilities
280
253
NET
ASSETS (1)
$ 1,118,817
$ 995,152
(1)
Authorized
share capital is unlimited with no par value per Share. Shares issued and outstanding at December 31, 2022 were 48,650,000
and at December 31, 2021 were 44,750,000 . Net asset values per Share at December 31, 2022 and December 31, 2021 were $ 23.00
and $ 22.24 , respectively.
See
Notes to the Financial Statements
F- 3
abrdn
Silver ETF Trust
Schedules
of Investments
At
December 31, 2022 and 2021
December
31, 2022
Description
oz
Cost
Fair
Value
%
of Net Assets
Investment in silver (in
000’s of US$, except for oz and percentage data)
Silver
46,496,067.9
$ 998,547
$ 1,113,348
99.51 %
Total
investment in silver
46,496,067.9
$ 998,547
$ 1,113,348
99.51 %
Other assets less
liabilities
5,469
0.49 %
Net
Assets
$ 1,118,817
100.00 %
December
31, 2021
Description
oz
Cost
Fair
Value
%
of Net Assets
Investment in silver (in
000’s of US$, except for oz and percentage data)
Silver
43,119,101.1
$ 895,562
$ 995,405
100.03 %
Total
investment in silver
43,119,101.1
$ 895,562
$ 995,405
100.03 %
Less liabilities
( 253 )
( 0.03 )%
Net
Assets
$ 995,152
100.00 %
See
Notes to the Financial Statements
F- 4
abrdn
Silver ETF Trust
Statements
of Operations
For
the years ended December 31, 2022, 2021, and 2020
Year
Ended
December 31,
2022
Year
Ended
December 31,
2021
Year
Ended
December 31,
2020
(Amounts in 000’s
of US$, except for Share and per Share data)
EXPENSES
Sponsor’s Fee
$ 4,592
$ 4,452
$ 2,681
Less: Waiver
( 1,531 )
( 1,484 )
( 894 )
Total expenses
3,061
2,968
1,787
Net investment
loss
( 3,061 )
( 2,968 )
( 1,787 )
REALIZED AND UNREALIZED
GAINS / (LOSSES)
Realized gain on silver transferred
to pay expenses
50
593
174
Realized (loss) / gain on silver distributed
for the redemption of Shares
( 5,669 )
14,272
4,746
Change in unrealized
gain / (loss) on investment in silver
14,959
( 155,164 )
258,079
Total gain / (loss)
on investment in silver
9,340
( 140,299 )
262,999
Change in net assets
from operations
$ 6,279
$ ( 143,267 )
$ 261,212
Net increase / (decrease)
in net assets per Share
$ 0.13
$ ( 3.50 )
$ 8.93
Weighted average number of Shares
48,728,767
40,903,425
29,257,514
See
Notes to the Financial Statements
F- 5
abrdn
Silver ETF Trust
Statements
of Changes in Net Assets
For
the years ended December 31, 2022, 2021 and 2020
Year
Ended December 31, 2022
(Amounts in 000’s of US$, except
for Share data)
Shares
Amount
Opening balance at January 1, 2022
44,750,000
$ 995,152
Net investment loss
( 3,061 )
Realized (loss) on investment in silver
( 5,619 )
Change in unrealized gain on investment
in silver
14,959
Creations
15,150,000
344,224
Redemptions
( 11,250,000 )
( 226,838 )
Closing balance at December 31, 2022
48,650,000
$ 1,118,817
Year
Ended December 31, 2021
(Amounts in 000’s of US$, except
for Share data)
Shares
Amount
Opening balance at January 1, 2021
33,750,000
$ 863,664
Net investment loss
( 2,968 )
Realized gain on investment in silver
14,865
Change in unrealized (loss) on investment
in silver
( 155,164 )
Creations
12,950,000
326,048
Redemptions
( 1,950,000 )
( 51,293 )
Closing balance at December 31, 2021
44,750,000
$ 995,152
Year
Ended December 31, 2020
(Amounts in 000’s of US$, except
for Share data)
Shares
Amount
Opening balance at January 1, 2020
23,300,000
$ 407,464
Net investment loss
( 1,787 )
Realized gain on investment in silver
4,920
Change in unrealized gain on investment
in silver
258,079
Creations
11,500,000
218,306
Redemptions
( 1,050,000 )
( 23,234 )
Closing balance at December 31, 2020
33,750,000
$ 863,664
See
Notes to the Financial Statements
F- 6
abrdn
Silver ETF Trust
Financial
Highlights
For
the years ended December 31, 2022, 2021 and 2020
Year
Ended
December 31,
2022
Year
Ended
December 31,
2021
Year
Ended
December 31,
2020
Per Share Performance
(for a Share outstanding throughout the entire period)
Net asset value per Share at beginning of
period
$ 22.24
$ 25.59
$ 17.49
Income from investment
operations:
Net investment
loss
( 0.06 )
( 0.07 )
( 0.06 )
Total
realized and unrealized gains or losses on investment in silver
0.82
( 3.28 )
8.16
Change
in net assets from operations
0.76
( 3.35 )
8.10
Net asset value per Share at end
of period
$ 23.00
$ 22.24
$ 25.59
Weighted average number of Shares
48,728,767
40,903,425
29,257,514
Expense
ratio (1)
0.30 %
0.30 %
0.30 %
Net
investment loss ratio
( 0.30 )%
( 0.30 )%
( 0.30 )%
Total
return, net asset value
3.42 %
( 13.09 )%
46.31 %
(1)
The
expense ratio is calculated net of the voluntary waiver (refer to Note 2.7). The Gross Expense Ratio is 0.45 %.
See
Notes to the Financial Statements
F- 7
abrdn
Silver ETF Trust
Notes
to the Financial Statements
1. Organization
The abrdn
Silver ETF Trust (the “Trust”) is a common law trust formed on July 20, 2009 (the “Date of Inception”) under
New York law pursuant to a depositary trust agreement (the “Trust Agreement”) executed by abrdn ETFs Sponsor LLC (the
“Sponsor”) and The Bank of New York Mellon as Trustee (the “Trustee”). The Trust holds silver and issues abrdn
Physical Silver Shares ETF (known as Aberdeen Standard Physical Silver Shares ETF prior to March 31, 2022) (“Shares”)
in minimum blocks of 50,000 Shares (also referred to as “Baskets”) in exchange for deposits of silver and
distributes silver in connection with the redemption of Baskets. Shares represent units of fractional undivided beneficial
interest in and ownership of the Trust which are issued by the Trust. The Sponsor is a Delaware limited liability company and
a wholly-owned subsidiary of abrdn Inc. abrdn Inc. is a wholly-owned indirect subsidiary of abrdn (formerly known as Standard
Life Aberdeen) plc. The Trust is governed by the Trust Agreement.
The
investment objective of the Trust is for the Shares to reflect the performance of the price of silver, less the Trust’s
expenses and liabilities. The Trust is designed to provide an individual owner of beneficial interests in the Shares (a “Shareholder”)
an opportunity to participate in the silver market through an investment in securities.
2. Significant
Accounting Policies
The
preparation of financial statements in accordance with U.S. GAAP requires those responsible for preparing financial statements
to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the Trust.
2.1. Basis
of Accounting
The
Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 946, Financial Services—Investment Companies , and has concluded that for
reporting purposes, the Trust is classified as an Investment Company. 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.
2.2. Valuation
of Silver
The
Trust follows the provisions of ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 provides guidance for
determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The
Trust’s silver is held by JPMorgan Chase Bank, N.A. (the “Custodian”). The Trust’s silver may also be held
by another firm selected by the Custodian to hold the Trust’s silver in the Trust’s allocated account in the
firm’s vault premises on a segregated basis and whose appointment has been approved by the Sponsor. At December 31,
2022, none of the Trust’s silver was held by a sub-custodian.
The
Trust’s silver is recorded at fair value. The cost of silver is determined according to the average cost method and the
fair value is based on the London Bullion Market Association (“LBMA”) Silver Price. Realized gains and losses
on transfers of silver, or silver distributed for the redemption of Shares, are calculated on a trade date basis as the difference
between the fair value and average cost of silver transferred.
F- 8
abrdn
Silver ETF Trust
Notes
to the Financial Statements
The
ICE Benchmark Administration (“IBA”) conducts an electronic, over-the-counter silver auction in London, England to
establish a fixing price for an ounce of silver once each trading day, which is disseminated by major market vendors (the “LBMA
Silver Price”). The LBMA Silver Price is established by the LBMA-authorized bullion banks and market makers participating
in the auction.
Once
the value of silver has been determined, the net asset value (the “NAV”) is computed by the Trustee by
deducting all accrued fees, expenses and other liabilities of the Trust, including the remuneration due to the Sponsor (the “Sponsor’s
Fee”), from the fair value of the silver and all other assets held by the Trust.
The
Trust recognizes changes in fair value of the investment in silver as changes in unrealized gains or losses on investment
in silver through the Statement of Operations.
The
per Share amount of silver exchanged for a purchase or redemption is calculated daily by the Trustee using the LBMA Silver
Price to calculate the silver amount in respect of any liabilities for which covering silver sales have not yet been
made, and represents the per Share amount of silver held by the Trust, after giving effect to its liabilities, to cover expenses
and liabilities and any losses that may have occurred.
Fair
Value Hierarchy
ASC
820 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs
are as follows:
– Level
1. Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.
– Level
2. Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly
or indirectly. These inputs may include quoted prices for the identical instrument on
an inactive market, prices for similar instruments and similar data.
– Level
3. Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing
the Trust’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability,
and that would be based on the best information available.
To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination
of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for
instruments categorized in level 3.
The
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the
lowest level input that is significant to the fair value measurement in its entirety.
The
Trust’s investment in silver is classified as a level 1 asset, as its value is calculated using unadjusted
quoted prices from primary market sources.
F- 9
abrdn
Silver ETF Trust
Notes
to the Financial Statements
The
categorization of the Trust’s assets is as shown below:
(Amounts in 000’s of US$)
December
31, 2022
December
31, 2021
Level 1
Investment in silver
$ 1,113,348
$ 995,405
There
were no transfers between levels during the years ended December 31, 2022 and 2021.
2.3. Silver
Receivable and Payable
Silver receivable
or payable represents the quantity of silver covered by contractually binding orders for the creation or redemption of Shares
respectively, where the silver has not yet been transferred to or from the Trust’s account. Generally, ownership of
silver is transferred within two business days of the trade date. At December 31, 2022, the Trust had $ 5,749,366 of silver receivable
for the creation of Shares and no silver payable for the redemption of Shares. At December 31, 2021, the Trust
had no silver receivable or payable for the creation or redemption of Shares.
2.4. Creations
and Redemptions of Shares
The
Trust expects to create and redeem Shares from time to time, but only in one or more Baskets (a Basket equals a block of 50,000 Shares).
The Trust issues Shares in Baskets to Authorized Participants on an ongoing basis. Individual investors cannot purchase or redeem
Shares in direct transactions with the Trust. An Authorized Participant is a person who (1) is a registered broker-dealer or other
securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer
to engage in securities transactions; (2) is a participant in The Depository Trust Company; (3) has entered into an Authorized
Participant Agreement with the Trustee and the Sponsor; and (4) has established an Authorized Participant Unallocated Account
with the Trust’s Custodian or other silver bullion clearing bank. An Authorized Participant Agreement is an agreement
entered into by each Authorized Participant, the Sponsor and the Trustee which provides the procedures for the creation and redemption
of Baskets and for the delivery of the silver required for such creations and redemptions. An Authorized Participant
Unallocated Account is an unallocated silver account established with the Custodian or a silver bullion clearing bank
by an Authorized Participant.
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 silver 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 may, on any business day, place an order with the Trustee to create or redeem one or more Baskets. The typical settlement
period for Shares is two business days. In the event of a trade date at period end, where a settlement is pending, a respective
account receivable and/or payable will be recorded. When silver is exchanged in settlement of a redemption, it is considered
a sale of silver for financial statement purposes.
The
amount of silver represented by the Baskets created or redeemed can only be settled to the nearest 1/1000th of an ounce.
As a result, the value attributed to the creation or redemption of Shares may differ from the value of silver to be
delivered or distributed by the Trust. In order to ensure that the correct amount of silver is available at all times to
back the Shares, the Sponsor accepts an adjustment to its management fees in the event of any shortfall or excess on each transaction.
For each transaction, this amount is not more than 1/1000th of an ounce of silver.
As
the Shares of the Trust are subject to redemption at the option of Authorized Participants, the Trust has classified the outstanding
Shares as Net Assets. Changes in the number of Shares outstanding are presented in the Statement of Changes in Net Assets.
F- 10
abrdn
Silver ETF Trust
Notes
to the Financial Statements
2.5. Income
Taxes
The
Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself will
not be subject to U.S. federal income tax. Instead, the Trust’s income and expenses will “flow through” to the
Shareholders, and the Trustee will report the Trust’s proceeds, income, deductions, gains, and losses to the Internal Revenue
Service on that basis.
The
Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined
that no reserves for uncertain tax positions are required as of December 31, 2022 or December 31, 2021.
2.6. Investment
in Silver
Changes
in ounces of silver and their respective values for the years ended December 31, 2022 and 2021 are set out
below:
Year
Ended
December 31, 2022
Year
Ended
December 31, 2021
(Amounts in 000’s
of US$, except for ounces data)
Ounces of silver
Opening balance
43,119,101.1
32,617,862.0
Creations
14,335,520.8
12,500,232.8
Redemptions
( 10,818,520.9 )
( 1,883,175.0 )
Transfers of silver
to pay expenses
( 140,033.1 )
( 115,818.7 )
Closing balance
46,496,067.9
43,119,101.1
Investment in silver
Opening balance
$ 995,405
$ 863,884
Creations
338,475
326,048
Redemptions
( 226,838 )
( 51,293 )
Realized (loss) / gain on silver distributed
for the redemption of Shares
( 5,669 )
14,272
Transfers of silver to pay expenses
( 3,034 )
( 2,935 )
Realized gain on silver transferred
to pay expenses
50
593
Change in unrealized
gain / (loss) on investment in silver
14,959
( 155,164 )
Closing balance
$ 1,113,348
$ 995,405
2.7. Expenses
/ Realized Gains / Losses
The primary expense of the Trust is the Sponsor’s Fee, which is paid by the Trust through
in-kind transfers of silver to the Sponsor.
The
Trust will transfer silver to the Sponsor to pay the Sponsor’s Fee that accrues daily at an annualized rate equal to
0.45 % of the adjusted daily net asset value (“ANAV”) of the Trust, paid monthly in arrears. Presently, the Sponsor
is continuing to voluntarily waive a portion of its fee and reduce the Sponsor’s Fee to 0.30 % (which it has done since the
Date of Inception).
F- 11
abrdn
Silver ETF Trust
Notes
to the Financial Statements
The
Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly
fee and out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing
fees, United States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs,
audit fees and up to $ 100,000 per annum in legal expenses.
For
the year ended December 31, 2022, 2021 and 2020, the Sponsor’s Fee, net of fees waived by the Sponsor, was $ 3,061,148 ,
$ 2,968,351 and $ 1,787,310 , respectively.
At December
31, 2022 and at December 31, 2021, the fees payable to the Sponsor were $ 280,384 and $ 252,819 , respectively.
As
a result of the waiver, the Sponsor’s Fee waived for the years ended December 31, 2022, 2021 and
2020 was $ 1,530,574 , $ 1,484,000 and $ 893,655 , respectively.
With
respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion,
sell the Trust’s silver as necessary to pay these expenses. When selling silver to pay expenses, the Trustee will
endeavor to sell the smallest amounts of silver needed to pay these expenses in order to minimize the Trust’s holdings
of assets other than silver. Other than the Sponsor’s Fee, the Trust had no expenses during the years ended December
31, 2022 and 2021.
Unless
otherwise directed by the Sponsor, when selling silver the Trustee will endeavor to sell at the price established by the
LBMA. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive
the most favorable price and execution of orders. The Custodian may be the purchaser of such silver only if the sale transaction
is made at the next LBMA Silver Price or such other publicly available price that the Sponsor deems fair, in each case as set
following the sale order. A gain or loss is recognized based on the difference between the selling price and the average cost
of the silver sold. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale.
Realized
gains and losses result from the transfer of silver for Share redemptions and / or to pay expenses and are recognized on
a trade date basis as the difference between the fair value and average cost of silver transferred.
2.8. Subsequent
Events
In
accordance with the provisions set forth in FASB ASC 855-10, Subsequent Events , the Trust’s management has evaluated
the possibility of subsequent events impacting the Trust’s financial statements through the filing date. In connection with her retirement, Andrea Melia has resigned as Chief Financial Officer and Treasurer of the Sponsor, to be effective
on February 28, 2023, immediately after the filing of this report. Ms. Melia has served as Principal Financial Officer of the Registrant.
Brian Kordeck was appointed as Chief Financial Officer and Treasurer of the Sponsor, to be effective on February 28, 2023, immediately
after the filing of this report. Mr. Kordeck will serve as Principal Financial Officer of the Registrant.
3. Related
Parties
The
Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee and the Custodian and their affiliates
may from time to time act as Authorized Participants and purchase or sell Shares for their own account, as agent for their customers
and for accounts over which they exercise investment discretion. In addition, the Trustee and the Custodian and their affiliates
may from time to time purchase or sell silver directly, for their own account, as agent for their customers and for accounts
over which they exercise investment discretion. The Trustee’s and Custodian’s fees are paid by the Sponsor and are
not separate expenses of the Trust.
F- 12
abrdn
Silver ETF Trust
Notes
to the Financial Statements
4. Concentration
of Risk
The
Trust’s sole business activity is the investment in silver, and substantially all the Trust’s assets are holdings
of silver, which creates a concentration of risk associated with fluctuations in the price of silver. Several factors could
affect the price of silver, including: (i) global silver supply and demand, which is influenced by factors such as forward selling
by silver producers, purchases made by silver producers to unwind silver hedge positions, central bank purchases and sales, and
production and cost levels in major global silver-producing countries; (ii) investors’ expectations with respect to the
rate of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge funds and
commodity funds; and (vi) global or regional political, economic or financial events and situations. In addition, 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. Each of
these events could have a material effect on the Trust’s financial position and results of operations.
5. Indemnification
Under
the Trust’s organizational documents, the Trustee (and its directors, employees and agents) and the Sponsor (and its members,
managers, directors, officers, employees and affiliates) are indemnified by the Trust against any liability, cost or expense it
incurs without gross negligence, bad faith, willful misconduct or willful malfeasance on its part and without reckless disregard
on its part of its obligations and duties under the Trust’s organizational documents. The Trust’s maximum exposure
under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.
F- 13
abrdn
Silver ETF Trust
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned in the capacities thereunto duly authorized.
abrdn
ETFs Sponsor LLC
Date:
February 28, 2023
/s/
Steven Dunn *
Steven
Dunn **
President
and Chief Executive Officer
(Principal
Executive Officer)
Date:
February 28, 2023
/s/
Andrea Melia *
Andrea
Melia **
Chief
Financial Officer and Treasurer
*
The
originally executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available
for inspection upon request.
**
The
Registrant is a trust and the persons are signing in their capacities as officers of abrdn ETFs Sponsor LLC, the Sponsor of
the Registrant.
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.