AUTHORIZED PARTICIPANT AGREEMENT

 

ABRDN SILVER ETF TRUST S-3

 

Exhibit 4.2

 

AUTHORIZED PARTICIPANT AGREEMENT

 

AUTHORIZED PARTICIPANT AGREEMENT (this “Agreement”) dated as of [DATE] among (i) [AUTHORIZED PARTICIPANT], a [company] organized under the laws of [JURISDICTION OF AP] (the “Authorized Participant”), (ii) The Bank of New York Mellon, a New York Banking corporation acting in its capacity as trustee (in such capacity, the “Trustee”) of the Trust(s) listed on the attached Schedule A, which is a part of this Agreement (each a “Trust” and collectively, the “Trusts”), each Trust created under New York law pursuant to its respective Depositary Trust Agreement identified on the attached Schedule A (each a “Trust Agreement” and collectively, the “Trust Agreements”), and (iii) abrdn ETFs Sponsor LLC, in its capacity as sponsor of each Trust (in such capacity, the “Sponsor”).

 

R E C I T A L S

 

A. Pursuant to the provisions of the applicable Trust Agreements, each Trust may from time to time issue or redeem equity securities representing an interest in the assets of such Trust (“Shares”), in each case only in aggregate amounts as set out in Schedule A (such aggregate amount, a “Basket”), and integral multiples thereof, and only in transactions with a party who, at the time of the transaction, shall have signed and in effect an Authorized Participant Agreement with such Trust.

 

B. [AUTHORIZED PARTICIPANT] has requested to become an “Authorized Participant” with respect to each Trust (as such term is defined in the applicable Trust Agreement), and the Sponsor and the Trustee have agreed to such request.

 

NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties, hereto, intending to be legally bound, agree as follows:

 

Section 1. Procedures. The Authorized Participant will purchase or redeem Baskets of Shares of the relevant Trust in compliance with the relevant Trust Agreement as supplemented by the Creation and Redemption Procedures attached to this Agreement as Schedule 1 (such procedures, as the same may be amended or modified from time to time in compliance with the provisions hereof and thereof, the ”Procedures“), using either (i) the form attached thereto as Annex I (a “Purchase Order”, in the case of an order to purchase one or more Baskets of Shares issued by a specified Trust and a “Redemption Order”, in case of an order to redeem one or more Baskets of Shares issued by a specified Trust) or (ii) through the Trustee’s electronic order entry system, as such may be made available and constituted from time to time, the use of which shall be subject to the terms and conditions attached thereto as Annex II. All Purchase Orders and Redemption Orders (collectively, “Orders”) shall be placed and executed in accordance with the relevant Trust Agreement as supplemented by the Procedures. Capitalized terms used in this Agreement and not otherwise defined herein have the meaning ascribed to them in the Procedures.

 

Section 2. Incorporation of Standard Terms. The Standard Terms attached hereto as Schedule 2 are hereby incorporated by reference into, and made a part of, this Agreement.

 

 

 

 

Section 3. Conflicts Rules. In case of any inconsistency between the provisions of this Agreement and an applicable Trust Agreement, the provisions of such Trust Agreement shall control. In case of inconsistency between the provisions incorporated by reference into this Agreement pursuant to Section 2 above and any other provision of this Agreement, the latter will control.

 

Section 4. Authorized Representatives. Pursuant to Section 2.01 of the Standard Terms, attached hereto as Schedule 3-A is a certificate listing the Authorized Representatives of the Authorized Participant.

 

Section 5. Additional Covenants. The Authorized Participant covenants and agrees:

 

(a) To use its best efforts to ensure that any Delivery of applicable Bullion to the Custodian, or any withdrawal of applicable Bullion from the appropriate Trust, in connection with a Purchase Order or Redemption Order placed by the Authorized Participant will take place only through one or more members of the London Bullion Market Association and/or the London Platinum and Palladium Market as appropriate under the terms of the applicable Trust Agreement.

 

(b) Promptly upon written demand therefore (accompanied by such reasonable evidence as the Authorized Participant may request), to reimburse the relevant Trust or the Custodian the amount of any taxes (including value added taxes) that may be imposed on the relevant Trust or the Custodian in connection with any Delivery of Bullion by or on behalf of the Authorized Participant to the Custodian (in the case of a Purchase Order placed by the Authorized Participant), or any Delivery of Bullion to or for the account of the Authorized Participant (in the case of a Redemption Order placed by the Authorized Participant).

 

Section 6. Notices. Except as otherwise specifically provided in the Procedures, all notices required or permitted to be given pursuant hereto shall be given in writing and delivered by personal delivery or by postage prepaid registered or certified United States first class mail, return receipt requested, or by email, addressed as follows:

 

(i) If to the Trustee:

 

The Bank of New York Mellon 

000 Xxxxxxxxx Xxxxxx 

8th Floor 

New York, New York 10286 

Attention: ETF Services 

Telephone: (000) 000-0000 

Email: xxxxxx@xxxxxxxxx.xxx

 

(ii) If to the Sponsor:

 

abrdn ETFs Sponsor LLC 

c/o abrdn 

000 Xxxxx Xxxxxx – 00xx Xxxxx, Xxx Xxxx, XX 00000 

Attn: Xxxx Xxxxx 

Telephone: 000-000-0000 

Email: xxxx.xxxxx@xxxxx.xxx

 

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(iii) If to the Authorized Participant:

 

[AUTHORIZED PARTICIPANT] 

Attn: 

[AP’S ADDRESS]

Telephone: 

Email:

 

or such other address as any of the parties hereto shall have communicated in writing to the remaining parties in compliance with the provisions hereof.

 

Section 7. Effectiveness, Termination and Amendment. This Agreement shall become effective upon execution and delivery by each of the parties hereto. This Agreement may be terminated at any time by any party upon sixty days prior written notice to the other parties and may be terminated earlier by the Trustee or the Sponsor at any time on the event of a breach by the Authorized Participant of any provision of this Agreement (including the Standard Terms incorporated by Section 2 hereof) or the Procedures. This Agreement, along with any other agreement or instrument delivered pursuant to this Agreement, supersedes any prior agreement between or among the parties concerning the matters governed hereby. This Agreement may be amended by the Trustee and the Sponsor from time to time without the consent of the Authorized Participant or any Beneficial Owner by the following procedure: the Trustee or the Sponsor will mail a copy of the amendment to the Authorized Participant in compliance with the notice provisions of this Agreement; if the Authorized Participant does not object in writing to the amendment within fifteen (15) Business Days after receipt of the proposed amendment, the amendment will become part of this Agreement in accordance with its terms. Titles and section headings in this Agreement (and in the Standard Terms incorporated by Section 2 hereof and the Procedures) are included solely for convenient reference and are not a part of this Agreement.

 

Section 8. Governing Law. This Agreement and all the transactions hereunder shall be governed by and interpreted in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York conflict law principles) as to all matters including matters of validity, construction, effect, performance and remedies. The parties irrevocably submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in New York City over any suit, action or proceeding arising out of, or relating to, this Agreement.

 

Section 9. Assignment. No party to this Agreement shall assign any rights, or delegate the performance of any obligations, arising hereunder without the prior written consent of the other parties hereto, which shall not be unreasonably withheld; provided, that any entity into which a party hereto may be merged or converted, or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which a party hereunder shall be a party, shall be the successor of such party hereto. The party resulting from any such merger, conversion, consolidation or succession shall promptly notify the other parties hereto of the change. Any purported assignment or delegation in violation of these provisions shall be null and void. Notwithstanding the foregoing, any successor Trustee appointed in compliance with the applicable Trust Agreement shall automatically become a party hereto and shall assume all the obligations, and be entitled to all the rights and remedies of the Trustee hereunder with respect to the applicable Trust.

 

3

 

 

Section 10. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

 

Section 11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

 

[Signatures Follow on Next Page]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Authorized Participant

 

Agreement as of the date set forth above.

 

THE BANK OF NEW YORK MELLON, in its capacity as 

Trustee of the Trusts listed on Schedule A hereto

 

By:    
Name:    
Title:    
Date:    

  

abrdn ETFs Sponsor LLC, in its capacity as 

Sponsor of the Trusts listed on Schedule A hereto 

 

By:    
Name:    
Title:    
Date:    

  

[AUTHORIZED PARTICIPANT]

 

By:    
Name:    
Title:    
Date:    

 

5

 

 

SCHEDULE A – APPLICABLE TRUSTS

 

●abrdn Palladium ETF Trust (issuer of abrdn Physical Palladium Shares ETF), a trust created under New York Law pursuant to that certain Depositary Trust Agreement between the Trustee and the Sponsor, as may be amended from time to time

 

●abrdn Platinum ETF Trust (issuer of abrdn Physical Platinum Shares ETF), a trust created under New York Law pursuant to that certain Depositary Trust Agreement between the Trustee and the Sponsor, as may be amended from time to time

 

●abrdn Precious Metals Basket ETF Trust (issuer of abrdn Physical Precious Metals Basket Shares ETF), a trust created under New York Law pursuant to that certain Depositary Trust Agreement between the Trustee and the Sponsor, as may be amended from time to time

 

●abrdn Silver ETF Trust (issuer of abrdn Physical Silver Shares ETF), a trust created under New York Law pursuant to that certain Depositary Trust Agreement between the Trustee and the Sponsor, as may be amended from time to time

 

●abrdn Gold ETF Trust (issuer of abrdn Physical Gold Shares ETF), a trust created under New York Law pursuant to that certain Depositary Trust Agreement between the Trustee and the Sponsor, as may be amended from time to time

 

[Delivery Locations, Basket Sizes and Bullion Ounces per Share on Next Page]

 

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DELIVERY LOCATIONS, BASKET SIZES

AND BULLION OUNCES PER SHARE

 

Description of Delivery Locations and Basket Sizes: 

  Delivery of Bullion Shares per basket Oz. per Share at inception
abrdn Silver ETF Trust Loco-London 50,000 1.0
abrdn Gold ETF Trust Loco-Zurich/London 100,000

0.1 

0.01* 

abrdn Platinum ETF Trust Loco-Zurich/London 50,000 0.1
abrdn Palladium ETF Trust Loco-Zurich/London 25,000 0.1
abrdn Precious Metals Basket ETF Trust

Loco-London 

(gold and silver)

 

Loco-Zurich/London 

(platinum and palladium) 

 50,000

Silver - 1.100 

Gold - 0.030 

Platinum - 0.004 

Palladium - 0.006

 

*The amount reflects the impact of the ten-for-one forward share split, which was effective on November 1, 2019, as if the forward share split was effective at inception.

 

7

 

 

SCHEDULE 1- CREATION AND REDEMPTION PROCEDURES

 

 

 

 

TABLE OF CONTENTS - SCHEDULE 1

 

      Page
       
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  
  Section 1.01 Definitions S1-2
  Section 1.02 Interpretation S1-6
       
ARTICLE II CREATION PROCEDURES  
  Section 2.01 Initial Creation of Shares S1-7
  Section 2.02 Subsequent Creation of Shares S1-7
       
ARTICLE III REDEMPTION PROCEDURES
  Section 3.01 Redemption of Shares S1-9
       
ANNEX I TO CREATION AND REDEMPTION PROCEDURES
  Creation/Redemption Order Form S1-13
       
ANNEX II TO CREATION AND REDEMPTION PROCEDURES  
  Order Entry System Terms and Conditions S1-15

  

S1-1

 

 

FIFTH AMENDED AND RESTATED CREATION AND REDEMPTION PROCEDURES

 

Adopted by the Sponsor and Trustee (each as defined below) as of [DATE]

 

ARTICLE I

 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

Section 1.01. Definitions. For purposes of these Procedures, and the Standard Terms incorporated by reference into the Authorized Participant Agreement to which these Procedures are attached, unless the context otherwise requires, the following terms will have the following meanings:

 

“1933 Act” means the U.S. Securities Act of 1933, as amended.

 

“Affiliate” shall have the meaning given to it by Rule 501(b) under the 1933 Act.

 

“AP Indemnified Party” shall have the meaning ascribed to such term in Section 6.01.a of the Standard Terms.

 

“Authorized Participant” shall have the meaning ascribed to the term in the introductory paragraph of the Authorized Participant Agreement.

 

“Authorized Participant Agreement” shall mean each Authorized Participant Agreement among the Authorized Participant, the Trustee and the Sponsor into which these Creation and Redemption Procedures are attached as Schedule 1 and the Standard Terms and Conditions attached as Schedule 2 shall have been incorporated by reference.

 

“Authorized Participant Client” means any party on whose behalf the Authorized Participant acts in connection with an Order (whether a customer or otherwise).

 

“Authorized Representative” shall mean, with respect to an Authorized Participant, each individual who, pursuant to the provisions of the Authorized Participant Agreement between such Authorized Participant, the Sponsor, and the Trustee, has the power and authority to act on behalf of the Authorized Participant in connection with the placement of Purchase Orders or Redemption Orders and is in possession of the personal identification number (PIN) assigned by the Trustee for use in any communications regarding Purchase or Redemption Orders on behalf of such Authorized Participant.

 

“Basket” shall have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.

 

“Basket Amount” shall mean the specific basket amount term defined in Section 1.1 of the relevant Trust Agreement (e.g., the “Basket Silver Amount” in the case of the abrdn Silver ETF Trust; the “Basket Gold Amount” in the case of the abrdn Gold ETF Trust;  the “Basket Platinum Amount” in the case of the abrdn Platinum ETF Trust; the “Basket Palladium Amount” in the case of the abrdn Palladium ETF Trust; and the “Basket Bullion Amount” in the case of the abrdn Precious Metals Basket ETF Trust).

 

S1-2

 

 

“Benchmark Price” shall have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.

 

“Beneficial Owner” shall have the meaning given to it by Rule 16a-1(a)(2) of the Securities Exchange Act of 1934.

 

“Bullion” shall mean Silver, Gold, Platinum and/or Palladium as appropriate.

 

“Business Day” shall mean, if and as applicable, (i) each day the exchange on which the relevant Shares trade is open for regular trading, and/or (ii) a London Business Day, and/or (iii) a Zurich Business Day.

 

“Creation” means the process that begins when an Authorized Participant first indicates to the Trustee its intention to purchase one or more Baskets of a specified Trust pursuant to these Procedures and concludes with the issuance by the Trustee and Delivery to such Authorized Participant of the corresponding number of that Trust’s Shares.

 

“Creation and Redemption Line” shall mean a telephone number designated as such by the Trustee and specified in Annex I of the Procedures or otherwise communicated to each Authorized Participant in compliance with the notice provisions of the respective Authorized Participant Agreement.

 

“Custodial Allocated Account” shall mean the allocated bullion account established by the Trustee with the Custodian pursuant to the relevant Custodian Agreement.

 

“Custodial Unallocated Account” shall mean the unallocated bullion account established by the Trustee with the Custodian pursuant to the relevant Custodian Agreement.

 

“Custodian” shall mean, with respect to the abrdn Gold ETF Trust, the abrdn Platinum ETF Trust, the abrdn Palladium ETF Trust, the abrdn Precious Metals Basket ETF Trust and the abrdn Silver ETF Trust, JPMorgan Chase Bank, N.A., in its capacity as custodian under the Custodian Agreements and any successor thereto or additional or other custodian appointed in compliance with the provisions of the relevant Trust Agreements and relevant Custodian Agreement(s).

 

“Custodian Agreement” or “Custodian Agreements” shall mean the applicable Custodian Agreement by and between the Trustee and the Custodian with respect to the applicable Trust.

 

“Delivery” shall mean a delivery of Bullion or Shares, as applicable, in each case effected according to the definition of “Deliver” in Section 1.1 of the relevant Trust Agreement.

 

S1-3

 

“Depositor” shall mean any Authorized Participant that deposits Bullion into the relevant Trust, either for its own account or on behalf of another Person that is the owner or beneficial owner of that Bullion.

 

“Deposit Property” means property which, in compliance with the provisions of the relevant Trust Agreement, must be transferred by the Authorized Participant to the relevant Trust in exchange for that Trust’s Shares.

 

“DTC” shall mean The Depository Trust Company, its nominees and their respective successors.

 

“FINRA” means the Financial Industry Regulatory Authority. 

 

“Gold” shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the abrdn Gold ETF Trust and the abrdn Precious Metals Basket ETF Trust, as applicable, relating to gold.

 

“Initial Creation” shall mean the initial creation of Shares pursuant to the provisions of Section 2.01 hereof.

 

“LBMA” shall mean the London Bullion Market Association.

 

“London Business Day” shall mean a day (other than a Saturday, Sunday or a public holiday in England) on which commercial banks generally and the over-the-counter markets in silver, with respect to abrdn Silver ETF Trust and the abrdn Precious Metals Basket ETF Trust, and gold, with respect to the abrdn Gold ETF Trust and the abrdn Precious Metals Basket ETF Trust, each as coordinated by the LBMA, and in platinum, with respect to the abrdn Platinum ETF Trust and the abrdn Precious Metals Basket ETF Trust, and palladium, with respect to the abrdn Palladium ETF Trust and the abrdn Precious Metals Basket ETF Trust, each as coordinated by the LPPM, are open for the transaction of business in London.

 

“LPPM” shall mean the London Platinum and Palladium Market.

 

“Order” shall have the meaning ascribed to it in Section 1 of the Authorized Participant

 

Agreement.

 

“Order Cutoff Time” shall have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.

 

“Order Date” shall have, (i) with respect to a Purchase Order, the meaning ascribed to the term in Section 2.3(a) of the relevant Trust Agreement; and (ii) with respect to a Redemption Order, the meaning ascribed to the term in Section 2.6(a) of the relevant Trust Agreement.

 

“Ounce” shall have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.

 

S1-4

 

 

“Palladium” shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the abrdn Palladium ETF Trust and the abrdn Precious Metals Basket ETF Trust, as applicable, relating to palladium.

 

“Person” shall mean any natural person or any limited liability company, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

 

“Platinum” shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the abrdn Platinum ETF Trust and the abrdn Precious Metals Basket ETF Trust, as applicable, relating to platinum.

 

“Procedures” shall have the meaning ascribed to it in Section 1 of the Authorized Participant Agreement.

 

“Prospectus” or “Prospectuses” means the current prospectus of the relevant Trust included in its effective registration statement, as supplemented or amended from time to time.

 

“Purchase Order” shall have the meaning ascribed to it in Section 1 of the Authorized Participant Agreement.

 

“Redemption Order” shall have the meaning ascribed to it in Section 1 of the Authorized Participant Agreement.

 

“Shares” means Shares issued by the relevant Trust pursuant to the provisions of the relevant Trust Agreement.

 

“Silver” shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the abrdn Silver ETF Trust and the abrdn Precious Metals Basket ETF Trust, as applicable, relating to silver.

 

“Sponsor” shall mean abrdn Investments ETFs Sponsor LLC, a Delaware limited liability company.

 

“Sponsor Indemnified Party” shall have the meaning ascribed to such term in Section 6.01.b of the Standard Terms.

 

“Trustee” shall mean The Bank of New York Mellon, a New York banking corporation, in its capacity as Trustee under each Trust Agreement, and any successor thereto in compliance with the provisions thereof.

 

“Trust” or “Trusts” shall have the meanings ascribed to them in the introductory paragraph of the Authorized Participant Agreement.

 

S1-5

 

 

“Trust Agreement” or “Trust Agreements” shall have the meanings ascribed to them in the introductory paragraph of the Authorized Participant Agreement.

 

“Unallocated Basis” shall have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.

 

“VAT” shall mean (a) any tax imposed pursuant to or in compliance with the Sixth Directive of the Council of the European Economic Communities (77/388/EEC) including, in relation to the United Kingdom, value added tax imposed by the Value Added Tax Act 1994 and legislation and regulations supplemental thereto; and (b) any other tax of a similar nature, whether imposed in a member state of the European Union or elsewhere, in substitution for, or levied in addition to, such tax referred to in “(a)”.

 

“Zurich Business Day” shall mean a day (other than a Saturday, Sunday or a public holiday in Switzerland) on which commercial banks generally and the over-the-counter markets in gold, with respect to the abrdn Gold ETF Trust, platinum, with respect to the abrdn Platinum ETF Trust, the abrdn Precious Metals Basket ETF Trust, and palladium, with respect to the abrdn Palladium ETF Trust and the abrdn Precious Metals Basket ETF Trust, are open for the transaction of business in Zurich.

 

Section 1.02. Interpretation. In these Procedures:

 

Unless otherwise indicated, all references to Sections, clauses, paragraphs, schedules or exhibits, are to Sections, clauses, paragraphs, schedules or exhibits in or to these Procedures.

 

To the extent that term(s) defined in Section 1.01 apply to a Trust that has not commenced operations as of any relevant date and such Trust is listed or to be listed on Schedule A of the Authorized Participant Agreement, such term(s) shall not be operative and any provisions relating to such a Trust and its Shares contained in the Authorized Participant Agreement shall have no effect until such Trust commences operations and its Trust Agreement and applicable Custodian Agreement have been executed and delivered whereupon such terms and provisions shall become automatically operative and effective without any further action by the parties to the Authorized Participant Agreement.

 

The words “hereof”, “herein”, “hereunder” and words of similar import shall refer to these Procedures as a whole, and not to any individual provision in which such words may appear.

 

A reference to any statute, law, decree, rule, regulation or other applicable norm shall be construed as a reference to such statute, law, decree, rule, regulation or other applicable norm as re-enacted, re-designated or amended from time to time.

 

A reference to any agreement, instrument or document shall be construed as a reference to such agreement, instrument or document as the same may have been amended from time to time in compliance with the provisions thereof.

 

S1-6

 

 

ARTICLE II CREATION

 

PROCEDURES

 

Section 2.01. Initial Creation of Shares. The initial creation of Shares of a Trust will take place in compliance with such procedures as the Trustee, the Sponsor and the initial Depositor may agree.

 

Section 2.02. Subsequent Creation of Shares. After the Initial Creation, the issuance and Delivery of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:

 

a. Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.

 

b. For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):

 

(i) Telephone/fax Order – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Purchase Order, or

 

(ii) Web-based Order – An Authorized Representative shall have accessed the Trustee’s online services (xxx.xxxxxxxxxxx.xxxxxxxx.xxx)

 

in either case informing the Trustee that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received a properly completed, irrevocable Purchase Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.

 

c. The Trustee shall provide a written summary to the Sponsor and the Custodian of all accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York time).

 

d. As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets of Shares and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets of Shares and the deposit of Bullion pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding Purchase Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.

 

S1-7

 

 

e. Each Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the abrdn Silver ETF Trust and the abrdn Precious Metals Basket ETF Trust, (ii) loco London with respect to Gold for the abrdn Precious Metals Basket ETF Trust, (iii) loco Zurich or loco London with respect to Gold for the abrdn Gold ETF Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the abrdn Platinum ETF Trust, the abrdn Palladium ETF Trust and the abrdn Precious Metals Basket ETF Trust, no later than 10:00 a.m. (London time) on the second Business Day following the Order Date.

 

f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order.

 

g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:

 

(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in the Trustee’s Custodial Unallocated Account in compliance with the provisions of Section 2.02e. above and

 

(ii) the Authorized Participant shall have paid or agreed to pay the Trustee a per order transaction fee in the amount of US$500, if applicable.

 

h. In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i) and (ii) of Section 2.02g. above shall have been met. In the event that, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been credited with the required amount of Bullion in compliance with the provisions of section 2.02e. above, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.

 

S1-8

 

 

i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.

 

j. Except as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the Sponsor, the Custodian, nor any sub-custodian are under any duty, to give notification of any defects or irregularities in any Purchase Order or the delivery of the Basket Amount, and shall not incur any liability for the failure to give any such notification.

 

k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.

 

ARTICLE III REDEMPTION

 

PROCEDURES

 

Section 3.01. Redemption of Shares. Redemption of Shares of a specified Trust shall take place only in integral numbers of Baskets in compliance with the following rules:

 

a. Authorized Participants wishing to redeem one or more Baskets shall place a Redemption Order with the Trustee no later than 3:59:59 p.m. (New York time) on any Business Day. Redemption Orders received by the Trustee on or after the Order Cutoff Time on any Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.

 

b. For purposes of Section 3.01a. above, a Redemption Order shall be deemed “received” by the Trustee only when either of the following has occurred no later than 3:59:59 p.m. (New York time):

 

(i) Telephone/fax Order – An Authorized Representative shall have placed a telephone call to the Trustee’s Creation and Redemption Line and has received an Order Number from the Trustee for insertion in the Redemption Order, or

 

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(ii) Web-based Order – An Authorized Representative shall have accessed the

 

Trustee’s online services (xxx.xxxxxxxxxxx.xxxxxxxx.xxx)

 

in either case informing the Trustee that the Authorized Participant wishes to place a Redemption Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes following such telephone call the Trustee shall have received a duly completed, irrevocable Redemption Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.

 

c. Upon receipt of a properly completed Redemption Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or electronic mail message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Redemption Order a copy of the corresponding Redemption Order endorsed “Accepted” by the Trustee and indicating the Basket Amount that the Custodian shall Deliver to the Authorized Participant in respect of each Basket being redeemed

 

d. The Trustee shall, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order, confirm in writing to the Custodian whether each of the following has occurred by 10:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order:

 

(i) the Authorized Participant has Delivered to the Trustee’s account at DTC the total number of Shares to be redeemed by such Authorized Participant pursuant to such Redemption Order; and

 

(ii) the Authorized Participant has paid or agreed to pay the Trustee a per order transaction fee of US$500, if applicable.

 

Provided that the Custodian has received written confirmation from the Trustee that the conditions set forth in clauses (i) and (ii) of Section 3.01d. above have been satisfied, the Custodian shall:

 

(1) on the same Business Day, Deliver:

 

•unallocated Silver loco London;

•unallocated Gold loco London;

•unallocated Gold loco Zurich (for the abrdn Gold ETF Trust only);

•unallocated Platinum loco Zurich;

•unallocated Platinum loco London;

•unallocated Palladium loco Zurich; and/or

•unallocated Palladium loco London

 

(as applicable to the specific Redemption Order)

 

in the amounts specified in the communication sent in compliance with Section 3.01c. above, to the account indicated by the redeeming Authorized Participant in its Redemption Order (which shall be an appropriate bullion account with an LBMA member or LPPM member, as applicable for the type of Bullion involved). Having made such Delivery, the Custodian shall send written confirmation thereof to the Trustee who shall then cancel the Shares so redeemed.

 

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e. In all other cases, Delivery must be completed by the Custodian as soon as, in the reasonable judgment of the Custodian, it is practicable following receipt of written confirmation from the Trustee that the conditions set forth in clauses (i) and (ii) of Section 3.01d. above have been satisfied.

 

f. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Bullion in respect of a Redemption Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Redemption Order will be extended for a period equal to that during which the inability to perform continues.

 

g. In the event that, by 10:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order, Trustee’s account at DTC shall not have been credited with the total number of Shares corresponding to the total number of Baskets to be redeemed pursuant to such Redemption Order, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee (in consultation with the Sponsor) will cancel such Redemption Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order. The Trustee is authorized to Deliver the Basket Amount for a Redemption Order notwithstanding that the Basket(s) to be redeemed are not credited to the Trustee’s DTC account by 10:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTC’s book entry system on such terms as the Sponsor and the Trustee may from time to time agree upon.

 

h. The redemption of Shares may be suspended or rejected under the circumstances specified in the applicable Prospectus.

 

[Signatures Follow on Next Page]

 

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IN WITNESS WHEREOF, the Sponsor and the Trustee have executed these Fifth Amended and Restated Creation and Redemption Procedures as of the date set forth above.

 

THE BANK OF NEW YORK MELLON, in its capacity as Trustee

 

By:    
Name: Xxxxxxx X. Xxxxxx  
Title: Vice President  

 

abrdn ETFs Sponsor LLC, in its capacity as Sponsor

 

By:    
Name: Xxxxx Xxxxx  
Title: Vice President  

  

[Fifth Amended and Restated Creation and Redemption Procedures Signature Page]

 

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ANNEX I TO CREATION AND REDEMPTION PROCEDURES

 


THE BANK OF NEW YORK MELLON, TRUSTEE
CREATION/REDEMPTION ORDER FORM
UNALLOCATED ORDERS ONLY

 

CONTACT INFORMATION FOR ORDER EXECUTION: 

Telephone order number:               (000) 000-0000 

Fax order number:                          (000) 000-0000

 

Authorized Participant must complete all items in Part 1. The Trustee in its discretion may reject any order not submitted in proper form.

 

I. TO BE COMPLETED BY AUTHORIZED PARTICIPANT: 

Name of Trust: 

☐  abrdn Silver ETF Trust                       ☐  abrdn Gold ETF Trust 

☐  abrdn Platinum ETF Trust                  ☐  abrdn Palladium ETF Trust 

☐  abrdn Precious Metals Basket ETF Trust

 

Date: _____________________________  Time: __________________________________________
Broker Name:______________________  Authorized Participant Firm Name:__________________
DTC Participant Number:_____________  Fax Number:____________________________________
Telephone Number:_________________  Symbol:________________________________________

  

Type of order (Check Creation or Redemption please) 

Creation: ☐                                                 Redemption: ☐

 

# of Baskets:______________________   Number of Baskets written out:_____________________

 

Order #__________________________

 

Please indicate Bullion clearing agent:

 

XX Xxxxxx ☐                                             Other (please specify clearing agent):_______________________

 

Account number for Bullion delivery:____________________________________________

 

(With respect to Silver only): loco London  ☐  
(With respect to Gold involving the abrdn
Precious Metals Basket ETF Trust only):
loco London  ☐		  
(With respect to Gold involving the abrdn
Gold ETF Trust only):
loco London  ☐
loco Zurich      ☐
(With respect to Platinum only): loco London  ☐ loco Zurich      ☐
(With respect to Palladium only): loco London  ☐ loco Zurich      ☐

This Purchase or Redemption Order is subject to the terms and conditions of the Trust Agreement of the Shares of the Trust as currently in effect and the Authorized Participant Agreement between the Authorized Participant, the Trustee and the Sponsor named therein. All representations and warranties of the Authorized Participant set forth in such Trust Agreement (including, if this is a Purchase Order, the representations in Section 3.2 of the Trust Agreement) and in the Authorized Participant Agreement are incorporated herein by reference and are true and accurate as of the date hereof.

 

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The undersigned does hereby certify as of the date set forth below that he/she is an Authorized Representative under the Authorized Participant Agreement and that he/she is authorized to deliver this Purchase or Redemption Order to the Trustee on behalf of the Authorized Participant. The Authorized Participant acknowledges and agrees that (1) once accepted by the Trustee, this Purchase or Redemption Order will become a legally binding contract for the delivery by the Authorized Participant of the Basket Amount per Basket for a Purchase Order, or the number of Baskets for a Redemption Order, indicated above, and that the final Basket Amount will be announced at the conclusion of the trading day and, (2) any taxes (including Value Added Taxes) incurred in connection with this transaction will be the responsibility of, and will be reimbursed upon demand from the Custodian or the Trust by, the Authorized Participant if required pursuant to the Authorized Participant Agreement.

 

         
    Authorized Representative’s Signature   Date

  

II.       TO BE COMPLETED BY TRUSTEE:

 

This certifies that the above order has been:

 

_______________Accepted by the Trustee

 

_______________Declined-Reason:____________________________________________________

 

Final # of Ounces:

 

______________________________(Gold)

 

______________________________(Silver)

 

______________________________(Platinum)

 

______________________________(Palladium)

 

Final # of Shares: _________________

 

Final Cash Due to BNYM _______________

 

         
    Time   Authorized Signature of Trustee

  

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ANNEX II TO CREATION AND REDEMPTION PROCEDURES

 

ORDER ENTRY SYSTEM TERMS AND CONDITIONS

 

This Xxxxx XX shall govern use by Authorized Participant of the electronic order entry system for placing Purchase Orders and Redemption Orders for Shares (the “System”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Schedule 1 of the Authorized Participant Agreement. In the event of any conflict between the terms of this Xxxxx XX and the main body of the Authorized Participant Agreement with respect to the placing of Purchase Orders and Redemption Orders, the terms of this Annex II shall control.

 

1. (a) Authorized Participant shall provide to The Bank of New York Mellon a duly executed authorization letter, in a form satisfactory to The Bank of New York Mellon, identifying those authorized persons who will access the System (the “Authorized Persons”). Authorized Participant shall notify The Bank of New York Mellon in writing in the event that any person’s status as an Authorized Person is revoked or terminated as soon as possible, in order to give The Bank of New York Mellon a reasonable opportunity to terminate such Authorized Person’s access to the System.

 

(b) It is understood and agreed that each Authorized Person shall be designated as an authorized user of Authorized Participant for the purpose of the Authorized Participant Agreement. Upon termination of the Authorized Participant Agreement, the Authorized Participant’s and each Authorized Person’s access rights with respect to System shall be immediately revoked.

 

2. The Bank of New York Mellon grants to Authorized Participant a personal, nontransferable and nonexclusive license to use the System solely for the purpose of transmitting Purchase Orders and Redemption Orders and otherwise communicating with The Bank of New York Mellon in connection with the same. Authorized Participant shall use the System solely for its own internal and proper business purposes. Except as set forth herein, no license or right of any kind is granted to Authorized Participant with respect to the System. Authorized Participant acknowledges that The Bank of New York Mellon and its suppliers retain and have title and exclusive proprietary rights to the System. Authorized Participant further acknowledges that all or a part of the System may be copyrighted or trademarked (or a registration or claim made therefor) by The Bank of New York Mellon or its suppliers. Authorized Participant shall not take any action with respect to the System inconsistent with the foregoing acknowledgments. Authorized Participant may not copy, distribute, sell, lease or provide, directly or indirectly, the System or any portion thereof to any other person or entity without The Bank of New York Mellon’s prior written consent. Authorized Participant may not remove any statutory copyright notice or other notice included in the System. Authorized Participant shall reproduce any such notice on any reproduction of any portion of the System and shall add any statutory copyright notice or other notice upon The Bank of New York Mellon’s request.

 

2. (a) Authorized Participant acknowledges that any user manuals or other documentation (whether in hard copy or electronic form) (collectively, the “Material”), which is delivered or made available to Authorized Participant regarding the System is the exclusive and confidential property of The Bank of New York Mellon. Authorized Participant shall keep the Material confidential by using the same care and discretion that Authorized Participant uses with respect to its own confidential property and trade secrets, but in no event less than reasonable care. Authorized Participant may make such copies of the Material as is reasonably necessary for Authorized Participant to use the System and shall reproduce The Bank of New York Mellon’s proprietary markings on any such copy. The foregoing shall not in any way be deemed to affect the copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. THE BANK OF NEW YORK MELLON AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

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(b) Upon termination of the Authorized Participant Agreement for any reason, Authorized Participant shall return to The Bank of New York Mellon all copies of the Material which is in Authorized Participant’s possession or under its control.

 

3. Authorized Participant agrees that it shall have sole responsibility for maintaining adequate security and control of the user IDs, passwords and codes for access to the System, which shall not be disclosed to any third party without the prior written consent of The Bank of New York Mellon. The Bank of New York Mellon shall be entitled to rely on the information received by it from the Authorized Participant and The Bank of New York Mellon may assume that all such information was transmitted by or on behalf of an Authorized Person regardless of by whom it was actually transmitted.

 

4. The Bank of New York Mellon shall have no liability in connection with the use of the System, the access granted to the Authorized Participant and its Authorized Persons hereunder, or any transaction effected or attempted to be effected by the Authorized Participant hereunder, except for damages incurred by the Authorized Participant as a direct result of The Bank of New York Mellon’s gross negligence or willful misconduct. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS HEREBY AGREED THAT IN NO EVENT SHALL THE BANK OF NEW YORK MELLON OR ANY MANUFACTURER OR SUPPLIER OF EQUIPMENT, SOFTWARE OR SERVICES BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHICH THE AUTHORIZED PARTICIPANT MAY INCUR OR EXPERIENCE BY REASON OF ITS HAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR IN CONNECTION WITH THE ACCESS GRANTED TO AUTHORIZED PARTICIPANT HEREUNDER, OR ANY TRANSACTION EFFECTED OR ATTEMPTED TO BE EFFECTED BY AUTHORIZED PARTICIPANT HEREUNDER, EVEN IF THE BANK OF NEW YORK MELLON OR SUCH MANUFACTURER OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL THE BANK OF NEW YORK MELLON OR ANY SUCH MANUFACTURER OR SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND SUCH PERSON’S REASONABLE CONTROL.

 

5. The Bank of New York Mellon reserves the right to revoke Authorized Participant’s access to the System immediately and without notice upon any breach by the Authorized Participant of the terms and conditions of this Xxxxx XX.

 

6. The Bank of New York Mellon shall acknowledge through the System its receipt of each Purchase Order or Redemption Order communicated through the System, and in the absence of such acknowledgment The Bank of New York Mellon shall not be liable for any failure to act in accordance with such orders and Authorized Participant may not claim that such Purchase Order or Redemption Order was received by The Bank of New York Mellon. The Bank of New York Mellon may in its discretion decline to act upon any instructions or communications that are insufficient or incomplete or are not received by The Bank of New York Mellon in sufficient time for The Bank of New York Mellon to act upon, or in accordance with such instructions or communications.

 

7. Authorized Participant agrees to use reasonable efforts to prevent the transmission through the System of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Systems.

 

8. Authorized Participant acknowledges and agrees that encryption may not be available for every communication through the System, or for all data. Authorized Participant agrees that The Bank of New York Mellon may deactivate any encryption features at any time, without notice or liability to Authorized Participant, for the purpose of maintaining, repairing or troubleshooting its systems.

 

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SCHEDULE 2- STANDARD TERMS

 

 

 

 

TABLE OF CONTENTS - SCHEDULE 2

 

      Page
       
ARTICLE I ORDERS FOR PURCHASE AND REDEMPTION  
       
  Section 1.01 Authorization to Purchase and Redeem Baskets S2-1
  Section 1.02 Procedures for Orders S2-1
  Section 1.03 Consent to Recording  S2-1
  Section 1.04 Irrevocability  S2-1
  Section 1.05 Costs and Expenses  S2-1
  Section 1.06 Delivery of Property to the Trust S2-2
  Section 1.07 Title to Deposit Property and Shares Surrendered for Redemption  S2-2
  Section 1.08 Certain Payments or Distributions  S2-3
  Section 1.09 Ambiguous Instructions  S2-3

 

ARTICLE II AUTHORIZED REPRESENTATIVES  
       
  Section 2.01 Certification S2-4
  Section 2.02 PIN Numbers S2-4
  Section 2.03 Termination of Authority  S2-5
  Section 2.04 Verification  S2-5

 

ARTICLE III STATUS OF THE AUTHORIZED PARTICIPANT  
       
  Section 3.01 Clearing Status S2-5
  Section 3.02 Broker-Dealer Status S2-5
  Section 3.03 Foreign Status  S2-6
  Section 3.04 Compliance with Certain Laws  S2-6
  Section 3.05 Authorized Participant Status  S2-6

 

ARTICLE IV ROLE OF AUTHORIZED PARTICIPANT  
       
  Section 4.01 No Agency S2-6
  Section 4.02 Rights and Obligations of DTC Participant S2-6
  Section 4.03 Beneficial Owner Communications  S2-6
  Section 4.04 Authorized Participant Customer Information  S2-7

 

ARTICLE V MARKETING MATERIALS AND REPRESENTATIONS AND WARRANTIES  
       
  Section 5.01 Authorized Participant’s Representation S2-7
  Section 5.02 Prospectus S2-8

 

ARTICLE VI INDEMNIFICATION; LIMITATION OF LIABILITY  
       
  Section 6.01 Indemnification S2-8

 

ARTICLE VII MISCELLANEOUS  
       
  Section 7.01 Commencement of Trading S2-11

 

i

 

 

THIRD AMENDED AND RESTATED STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS (the “Standard Terms”) agreed to as of [DATE] by and between The Bank of New York Mellon, a New York banking corporation (the “Trustee”), and abrdn ETFs Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

 

ARTICLE I

 

ORDERS FOR PURCHASE AND REDEMPTION

 

Section 1.01. Authorization to Purchase and Redeem Baskets. Subject to the provisions of the Authorized Participant Agreement, during the term of the Authorized Participant Agreement the Authorized Participant will be authorized to purchase and redeem Baskets of Shares in compliance with the provisions of the relevant Prospectus.

 

Section 1.02. Procedures for Orders. Each party hereto agrees to comply with the provisions of the relevant Prospectus and the Procedures to the extent applicable to it.

 

Section 1.03. Consent to Recording. The phone lines used by the Trustee, the Custodian, the Sponsor and/or their affiliated persons may be recorded, and the Authorized Participant hereby consents to the recording of all calls with any of those parties. In the event that the Trustee, the Custodian, the Sponsor or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed unless prohibited by applicable rule, law or order, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor will use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the recorded conversation. The Trustee, the Sponsor or any of their affiliated persons shall not otherwise disclose to any third party any recording involving co