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 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 physical silver, 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 physical silver has fluctuated
widely over the past several years, as discussed below. 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.
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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.
The price of physical silver has fluctuated
widely over the past several years.
The price of physical silver, and the value of
the Shares, has been highly volatile and could continue to be subject to wide fluctuations in response to various factors. The silver
market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to factors
such as silver’s uses in jewelry, technology, and industrial applications, or cost and production levels in major silver-producing
countries such as China, Mexico, and Peru. In particular, supply chain disruptions resulting from the COVID-19 pandemic, armed conflict
and investor speculation have significantly contributed to price and volume fluctuations over the past several years. See
“ Overview of the Silver Industry—Historical Chart of the Price of Silver ” for discussion of the fluctuation
of silver prices.
Several factors may have the effect of causing
a decline in the price 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, investors and central banks 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. 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.
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 as expectations of economic growth slumped. Crises
in the future may impair silver’s price performance which would, in turn, adversely affect an investment in the Shares.
The price of silver may be affected by the sale
of ETVs tracking the silver market.
To the extent existing exchange traded vehicles (“ETVs”)
tracking the silver market represent a significant proportion of demand for physical silver, large redemptions of the securities of these
ETVs could negatively affect physical silver prices and the price and NAV of the Shares.
RISKS RELATED TO THE SHARES
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.
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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.
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.
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
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 NFA. Furthermore,
the Trust is not a commodity pool for purposes of the CEA, 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 registered commodity trading advisors.
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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 the price of silver is lower
than the price of silver 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 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.
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 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.
The sale of the Trust’s silver to pay
expenses not assumed by the Sponsor, or unexpected liabilities affecting the Trust, 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 price of silver is low, resulting in the sale of more silver than
would be required if the Trust sold when prices were higher. The sale of the Trust’s silver to pay expenses not assumed by the Sponsor,
or unexpected liabilities affecting the Trust, at a time of low silver prices could adversely affect 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 will be reduced after the close of the major
world silver markets, including London and the COMEX. As a result, during these time periods, trading spreads, and the resulting premium
or discount on the Shares, may widen.
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 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 any 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 under English law, and any other sub-custodians
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.
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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 Unallocated Account
and the Trust 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 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. For any Authorized Participant Unallocated Bullion Account Agreement between an Authorized Participant and another bank
clearing loco London Silver, the liability of the bank clearing loco London Silver to the Authorized Participant may be greater or lesser
than the Custodian’s liability to the Authorized Participant described in the preceding sentence, depending on the terms of the
agreement. 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.
The obligations of the Custodian 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 English sub-custodians for the temporary custody or 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 a 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 one or more sub-custodians 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 and any 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 sub-custodian. Claims under the
Custody Agreements may only be asserted by the Trustee on behalf of the Trust.
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Because the Trustee does not, 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. Any sub-custodian selected by the Custodian shall be a member of the LBMA or any equity member of the London Precious Metals
Clearing Limited, except for the Governor and Company of the Bank of England. As of the date of this report, the sub-custodian that the
Custodian uses is Brink’s Global Services. The Custodian is required under the Allocated Account Agreement to use reasonable care
in appointing 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.
See “Custody of the Trust’s Silver” for more information about sub-custodians that may hold the Trust’s silver.
The obligations of any sub-custodian of the
Trust’s silver are not determined by contractual arrangements but by LBMA rules and London bullion 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 LBMA’s rules and on the customs and practices of the London bullion markets. 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 LBMA’s rules 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-custodian.
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 physical 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.
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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 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 each is
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.
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 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, the Marketing Agent
and the Sponsor 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.
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War,
a major terrorist attack and other geopolitical events, including but not limited to the war between Russia and Ukraine, disease outbreaks
or public health emergencies (as declared by the World Health Organization), the continuation or expansion of war or other hostilities,
or a prolonged government shutdown may cause volatility in the price of silver due to the importance of a country or region to the silver
markets, market access restrictions imposed on some local silver producers and refiners, potential impacts to global transportation and
shipping and other supply chain disruptions. These events are unpredictable and may lead to extended periods of price volatility.
The operations of the
Trust, the exchanges, brokers and counterparties with which the Trust does business, and the markets in which the Trust does business,
could be severely disrupted in the event of war, a major terrorist attack and other geopolitical events, including but not limited to,
the war between Russia and Ukraine, disease outbreaks or public health emergencies (as declared by the World Health Organization), the
continuation or expansion of war or other hostilities, or a prolonged government shutdown. Such events may cause volatility in the price
of silver due to the importance of a country or region to the silver markets, market access restrictions imposed on some local silver
producers and refiners, or potential impacts to global transportation, shipping and other supply chain disruptions.
In late February 2022,
Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in the region
and in the West. The responses of countries and political bodies to Russia’s actions, the larger overarching tensions, and Ukraine’s
military response and the potential for wider conflict may increase financial market volatility generally, have severe adverse effects
on regional and global economic markets, and cause volatility in the price of silver and the price of the Trust’s Shares. The conflict
in Ukraine, along with global political fallout and implications including sanctions, shipping disruptions, collateral war damage, and
a potential expansion of the conflict beyond Ukraine’s borders, could disturb the silver markets. Russia is one of the world’s
largest producers of several precious metals, including silver. On March 7, 2022, the LBMA
suspended its accreditation of five Russian refiners of silver. New
productions by such refiners will no longer be accepted as Good Delivery by the LBMA until further notice. The bars these refiners previously
produced will still be considered Good Delivery, consistent with past suspensions of refiners by the LBMA. Fewer suppliers to the LBMA
may lead to a lower supply of Good Delivery silver and further volatility in the price of silver. See
“Overview of the Silver Industry” for additional discussion of silver prices and world silver supply and demand over time,
including a discussion of how the Russian silver refiners’ accreditation has impacted the silver market and how Russia’s
production levels have impacted silver prices subsequent to the suspension. War and other geopolitical events in eastern Europe, including
but not limited to Russia and Ukraine, may cause volatility in commodity prices including precious metals prices. These events are unpredictable
and may lead to extended periods of price volatility.
The Trust may be negatively impacted by the
effects of the spread of illnesses or other public health emergencies on the global economy and the markets and service providers relevant
to the performance of the Trust
The COVID-19 pandemic has adversely affected the
economies of many nations and the entire global economy as well as individual issuers, assets and capital markets and could continue to,
and other future public health emergencies could, have serious negative effects on social, economic and financial systems, including significant
uncertainty and volatility in the financial markets. For instance, the suspension of operations of mines, refineries and vaults that extract,
produce or store silver, restrictions on travel that delay or prevent the transportation of silver and an increase in demand for silver
may disrupt supply chains for silver, which could cause secondary market spreads to widen and compromise the Trust’s ability to
settle transactions on time. Any inability of the Trust to issue or redeem Shares or the Custodian or any sub-custodian to receive or
deliver silver as a result of an infectious disease outbreak or public health emergency will negatively affect the Trust’s operations.
Future infectious illness outbreaks or other public health emergencies could have similar or other unforeseen impacts and may exacerbate
pre-existing political, social and economic risks in certain countries or globally, which could adversely affect the value of the Shares.
A significant resurgence of the COVID-19 pandemic
or other future public health emergencies could increase the Trust’s costs and affect liquidity in the market for silver, as well
as the correlation between the price of the Shares and the net asset value of the Trust, any of which could adversely affect the value
of your Shares. In addition, the COVID-19 pandemic or other future public health emergencies could impair the information technology and
other operational systems upon which the Trust’s service providers, including the Sponsor, the Trustee and the Custodian, rely,
and could otherwise disrupt the ability of employees of the Trust’s service providers to perform essential tasks on behalf of the
Trust. Governmental and quasi-governmental authorities and regulators throughout the world have at times responded to major economic disruptions
with a variety of fiscal and monetary policy changes, including, but not limited to, direct capital infusions into companies and other
issuers, new monetary tools and lower interest rates. An unexpected or sudden reversal of these policies, or the ineffectiveness of these
policies, is likely to increase volatility in the market for silver, which could adversely affect the price of the Shares.
Further, the COVID-19 pandemic or other future
public health emergencies could interfere with or prevent the operation of the electronic auction hosted by IBA to determine the LBMA
Silver Price, which the Trustee uses to value the silver held by the Trust and calculate the net asset value of the Trust. The COVID-19
pandemic or other future public health emergencies could also cause the closure of futures exchanges, which could eliminate the ability
of Authorized Participants to hedge purchases of Baskets, increasing trading costs of Shares and resulting in a sustained premium or discount
in the Shares. Each of these outcomes would negatively impact the Trust.
32
Potential conflicts of interest may arise among the Sponsor or its
affiliates and the Trust.
Conflicts of interest may arise among the Sponsor and its affiliates,
on the one hand, and the Trust and its Shareholders, on the other hand. As a result of these conflicts, the Sponsor may favor its own
interests and the interests of its affiliates over the Trust and its Shareholders. As an example, the Sponsor, its affiliates and their
officers and employees are not prohibited from engaging in other businesses or activities, including those that might be in direct competition
with the Trust.
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.