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, 2023, 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, 2023. 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, 2023. 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, 2023.
42
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, 2023.
43
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, 2023, 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, 2023, 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, 2023 and 2022, 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,
2023, and the related notes (collectively, the financial statements), and our report dated February 28, 2024 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, 2024
44
Item 9B. Other Information
No officers or directors of the Trust have adopted, modified
or terminated trading plans under a Rule 10b5-1 or non-Rule 10b51 trading arrangements for the year ended December 31, 2023.
45
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®).
Brian Kordeck – Chief Financial Officer and Treasurer
Brian Kordeck 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.
Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
In connection with her retirement, Andrea Melia resigned
as Chief Financial Officer and Treasurer of the Sponsor, effective on February 28, 2023. Ms. Melia served as Principal Financial
Officer of the Registrant.
Brian Kordeck was appointed as Chief Financial Officer and Treasurer
of the Sponsor, effective on February 28, 2023. Mr. Kordeck serves as Principal Financial Officer of the Registrant.
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.
46
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.
47
Item 14. Principal Accounting Fees and Services
Fees for services performed by KPMG LLP for the years ended
December 31, 2023 and 2022
New
York, NY Auditor ID: 185
December
31, 2023
December
31, 2022
Audit fees – KPMG
$ 85,000
$ 77,250
Audit related fees
- KPMG
11,500
—
$ 96,500
$ 77,250
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.
48
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, incorporated by reference to Exhibit 4.1(b) filed with the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 28, 2020
4.1(c)
Second Amendment to the Depositary Trust Agreement, incorporated by reference to Exhibit 4.1 filed with the Trust’s Current Report on Form 8-K on March 14, 2022
4.2
Form of Authorized Participant Agreement, incorporated by reference to Exhibit 4.2 filed with Registration Statement No. 333-276822 on February 1, 2024
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(a)
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
10.1(b)
First Amendment to the Allocated Account Agreement, incorporated by reference to Exhibit 10.1 filed with the Trust’s Current Report on Form 8-K on March 14, 2022
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
10.2(b)
First Amendment to the Unallocated Account Agreement, incorporated by reference to Exhibit 10.1 filed with the Trust’s Current Report on Form 8-K on March 14, 2022
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, incorporated by reference to Exhibit 10.4(b) filed with the Trust’s Annual Report on Form 10-K on March 1, 2019
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
49
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
97.1
Policy for Recovery of Erroneously Awarded Compensation is filed herewith
101
The following financial statements from the Trust’s Annual Report on Form 10-K for the year ended December 31, 2023, 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, 2023, formatted in Inline XBRL (included as Exhibit 101).
Item 16. Form 10-K Summary
Not applicable.
50
ABRDN SILVER ETF TRUST
Financial Statements as of December 31, 2023
Index
Page
Report of Independent Registered Public Accounting Firm
F-2
Statements of Assets and Liabilities at December 31, 2023 and 2022
F-3
Schedules of Investments at December 31, 2023 and 2022
F-4
Statements of Operations for the years ended December 31, 2023, 2022 and 2021
F-5
Statements of Changes in Net Assets for the years ended December 31, 2023, 2022 and 2021
F-6
Financial Highlights for the years ended December 31, 2023, 2022 and 2021
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, 2023 and 2022, 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,
2023, 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, 2023 and 2022, 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, 2023, 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, 2023, 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,
2024 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, 2023 schedule of investments and in Note 2.2, the fair value of the Trust's investment in silver is $1,060,674
thousand, representing 100.03% of the Trust's net assets, and 44,584,861.0 ounces of silver holdings. The investment in silver was held
by a third-party custodian (the custodian).
We
identified the evaluation of the evidence pertaining to the existence of the silver holdings as a critical audit matter. Given the nature
and volume of the silver holdings, subjective auditor judgment was required to evaluate the extent and nature of evidence obtained to
assess the existence of silver held by the custodian.
The
following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls related to the critical audit matter. This included controls over (1) the comparison of the
Trust's records of silver held to the custodian's records, (2) the approval of silver deposits
and withdrawals by the trustee of the Trust and (3) the physical counts of the Trust's silver holdings performed at the custodian's locations
by a third party engaged by the Trust's sponsor. We obtained a schedule directly from the custodian of the Trust's silver
holdings held by the custodian as of December 31, 2023. We compared the total ounces on such schedule to the Trust's record of
silver holdings. We also attended and observed a part of the physical counts of the Trust's silver
holdings. We obtained and read the physical counts results reports of the third party and reconciled those reports to both the
Trust's and custodian's records.
/s/
KPMG LLP
We
have served as the Trust’s auditor since 2015.
New York, New York
February
28, 2024
F- 2
abrdn Silver ETF Trust
Statements of Assets and Liabilities
At December 31, 2023 and 2022
December 31, 2023
December 31, 2022
(Amounts in 000’s of US$, except for Share and per Share data)
ASSETS
Investment in silver (cost: December 31, 2023: $ 966,910 ; December 31, 2022: $ 998,547 )
$ 1,060,674
$ 1,113,348
Silver receivable
—
5,749
Total assets
1,060,674
1,119,097
LIABILITIES
Fees payable to Sponsor
271
280
Total liabilities
271
280
NET ASSETS (1)
$ 1,060,403
$ 1,118,817
(1)
Authorized share capital is unlimited with no par value per Share. Shares issued and outstanding at December 31, 2023 were 46,550,000 and at December 31, 2022 were 48,650,000 . Net asset values per Share at December 31, 2023 and December 31, 2022 were $ 22.78 and $ 23.00 , respectively .
See Notes to
the Financial Statements
F- 3
abrdn Silver ETF Trust
Schedules of Investments
At December 31, 2023 and 2022
December 31, 2023
Description
oz
Cost
Fair Value
% of Net Assets
Investment in silver (in 000’s of US$, except for oz and percentage data)
Silver
44,584,861.0
$ 966,910
$ 1,060,674
100.03 %
Total investment in silver
44,584,861.0
$ 966,910
$ 1,060,674
100.03 %
Less liabilities
( 271 )
( 0.03 )%
Net Assets
$ 1,060,403
100.00 %
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 %
See Notes to
the Financial Statements
F- 4
abrdn Silver ETF Trust
Statements of Operations
For the years ended December 31, 2023, 2022, and 2021
Year
Ended
December 31, 2023
Year
Ended
December 31, 2022
Year Ended
December 31, 2021
(Amounts in 000’s of US$, except for Share and per Share data)
EXPENSES
Sponsor’s Fee
$ 4,871
$ 4,592
$ 4,452
Less: Waiver
( 1,624 )
( 1,531 )
( 1,484 )
Total expenses
3,247
3,061
2,968
Net investment loss
( 3,247 )
( 3,061 )
( 2,968 )
REALIZED AND UNREALIZED GAINS / (LOSSES)
Realized gain on silver transferred to pay expenses
252
50
593
Realized gain / (loss) on silver distributed for the redemption of Shares
10,651
( 5,669 )
14,272
Change in unrealized gain / (loss) on investment in silver
( 21,038 )
14,959
( 155,164 )
Total gain / (loss) on investment in silver
( 10,135 )
9,340
( 140,299 )
Change in net assets from operations
$ ( 13,382 )
$ 6,279
$ ( 143,267 )
Net increase / (decrease) in net assets per Share
$ ( 0.28 )
$ 0.13
$ ( 3.50 )
Weighted average number of Shares
48,148,767
48,728,767
40,903,425
See Notes to
the Financial Statements
F- 5
abrdn Silver ETF Trust
Statements of Changes in Net Assets
For the years ended December 31, 2023, 2022 and 2021
Year Ended December 31, 2023
(Amounts in 000’s of US$, except for Share data)
Shares
Amount
Opening balance at January 1, 2023
48,650,000
$ 1,118,817
Net investment loss
( 3,247 )
Realized gain on investment in silver
10,903
Change in unrealized (loss) on investment in silver
( 21,038 )
Creations
4,900,000
110,705
Redemptions
( 7,000,000 )
( 155,737 )
Closing balance at December 31, 2023
46,550,000
$ 1,060,403
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
See Notes to
the Financial Statements
F- 6
abrdn Silver ETF Trust
Financial Highlights
For the years ended December 31, 2023, 2022 and 2021
Year Ended
December 31, 2023
Year Ended
December 31, 2022
Year Ended
December 31, 2021
Per Share Performance (for a Share outstanding throughout the entire period)
Net asset value per Share at beginning of period
$ 23.00
$ 22.24
$ 25.59
Income from investment operations:
Net investment loss
( 0.07 )
( 0.06 )
( 0.07 )
Total realized and unrealized gains or losses on investment in silver
( 0.15 )
0.82
( 3.28 )
Change in net assets from operations
( 0.22 )
0.76
( 3.35 )
Net asset value per Share at end of period
$ 22.78
$ 23.00
$ 22.24
Weighted average number of Shares
48,148,767
48,728,767
40,903,425
Expense ratio (1)
0.30 %
0.30 %
0.30 %
Net investment loss ratio
( 0.30 )%
( 0.30 )%
( 0.30 )%
Total return, net asset value
( 0.96 )%
3.42 %
( 13.09 )%
(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 (“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., which is a wholly-owned indirect subsidiary of
abrdn plc. The Trust is governed by the Trust Agreement.
Effective February 28, 2023, Andrea Melia
resigned as Treasurer and Chief Financial Officer of the Sponsor. Ms. Melia had served as Principal Financial Officer of the Registrant.
Effective February 28, 2023, Brian Kordeck was appointed Treasurer and Chief Financial Officer of the Sponsor. Mr. Kordeck serves
as Principal Financial Officer of the Registrant.
The investment objective of the Trust
is for the Shares to reflect the performance of the price of physical 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, 2023, 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, 2023
December 31, 2022
Level 1
Investment in silver
$ 1,060,674
$ 1,113,348
There were no transfers between levels during the years ended December 31, 2023 and 2022.
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, 2023, the Trust had no silver receivable or payable for the creation or redemption
of Shares. 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.
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 Sponsor Fee
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.
F- 10
abrdn Silver ETF Trust
Notes to the Financial Statements
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.
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, 2023 or December 31, 2022.
2.6. Investment in Silver
Changes in ounces of silver and their respective values
for the years ended December 31, 2023 and 2022 are set out below:
Year
Ended
December 31, 2023
Year
Ended
December 31, 2022
(Amounts in 000’s of US$, except for ounces data)
Ounces of silver
Opening balance
46,496,067.9
43,119,101.1
Creations
4,942,045.2
14,335,520.8
Redemptions
( 6,714,197.2 )
( 10,818,520.9 )
Transfers of silver to pay expenses
( 139,054.9 )
( 140,033.1 )
Closing balance
44,584,861.0
46,496,067.9
Investment in silver
Opening balance
$ 1,113,348
$ 995,405
Creations
116,454
338,475
Redemptions
( 155,737 )
( 226,838 )
Realized gain / (loss) on silver distributed for the redemption of Shares
10,651
( 5,669 )
Transfers of silver to pay expenses
( 3,256 )
( 3,034 )
Realized gain on silver transferred to pay expenses
252
50
Change in unrealized (loss) / gain on investment in silver
( 21,038 )
14,959
Closing balance
$ 1,060,674
$ 1,113,348
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, 2023, 2022 and
2021, the Sponsor’s Fee, net of fees waived by the Sponsor, was $ 3,247,514 , $ 3,061,148 and $ 2,968,351 , respectively.
At December 31, 2023 and at December 31, 2022, the
fees payable to the Sponsor were $ 271,244 and $ 280,384 , respectively.
As a result of the waiver, the Sponsor’s Fee waived for
the years ended December 31, 2023, 2022 and 2021 was $ 1,623,757 , $ 1,530,574 and $ 1,484,000 ,
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, 2023 and 2022.
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. During this period, no material subsequent events requiring adjustment to or disclosure
in the financial statements were identified.
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, 2024
/s/ Steven Dunn *
Steven Dunn **
President and Chief Executive Officer
(Principal Executive Officer)
Date: February 28, 2024
/s/ Brian Kordeck *
Brian Kordeck **
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
*
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.