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.
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● 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.
In January 2021, an online campaign intended to
harm hedge funds and large banks encouraged retail investors to purchase silver and shares of Silver ETVs to intentionally increase
prices. While this activity is no longer occurring, similar activity in the future 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.
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RISKS RELATED TO THE SHARES
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 silver price 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 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.
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.
In January of 2021, the Trust and other ETVs that
seek to track the price of physical silver bullion (“Silver ETVs”) experienced a sudden increase in demand of shares
following an online campaign encouraging retail investors to purchase shares of Silver ETVs as well as physical silver in order
to intentionally create a short squeeze. While this activity is no longer currently occurring, in the future, this type of activity
could result in temporarily inflated prices of Shares and the difference between trading price and NAV per share could 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.
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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.
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.
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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 registered 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 be develop or 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.
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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.
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 custody 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 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 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.
The Custodian has selected Malca Amit UK as the sub-custodian for silver. The Custodian may also use LBMA clearing 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.
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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.
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 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.
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.
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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.
War, a major terrorist attack and other geopolitical events,
including but not limited to the war between Russia and Ukraine, 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 Bullion due to the importance of a country or region to the Bullion markets, market access restrictions imposed
on some local Bullion 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,
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 Bullion due to the importance
of a country or region to the Bullion markets, market access restrictions imposed on some local Bullion 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 share price of the Trust. 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 Bullion markets. Russia is one of the world’s
largest producers of gold, palladium, platinum and silver. On March 7, 2022, the LBMA suspended its accreditation of six Russian
refiners of gold and silver, and, on April 8, 2022, the LPPM suspended its accreditation of two Russian refiners of platinum and
palladium. The LBMA and LPPM each stated that existing bars produced by the refiners before their suspension will still be accepted
as good delivery.
31
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 result in an 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.
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.