Filed
pursuant to Rule 424(b)(3)
Registration
Statement No. 333-276490
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Shares of abrdn Physical Platinum Shares
ETF
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| abrdn
Platinum ETF Trust |
The abrdn Platinum ETF Trust (Trust) issues
abrdn Physical Platinum Shares ETF (Shares) which represent units of fractional undivided beneficial interest in and ownership
of the Trust. abrdn ETFs Sponsor LLC is the sponsor of the Trust (Sponsor), The Bank of New York Mellon is the trustee of the Trust
(Trustee), and JPMorgan Chase Bank, N.A. is the custodian of the Trust (Custodian). The Trust intends to issue additional Shares
on a continuous basis.
The Shares may be purchased from the Trust
only in one or more blocks of 50,000 Shares (a block of 50,000 Shares is called a Basket). The Trust issues Shares in Baskets to
certain authorized participants (Authorized Participants) on an ongoing basis as described in “Plan of Distribution.”
Baskets will be offered continuously at the net asset value (NAV) for 50,000 Shares on the day that an order to create a Basket
is accepted by the Trustee. The Trust will not issue fractions of a Basket.
The Shares trade on the NYSE Arca under
the symbol “PPLT”.
Investing in the Shares involves significant
risks. See “Risk Factors” starting on page 6.
Neither the Securities and Exchange
Commission (SEC) nor any state securities commission has approved or disapproved of the securities offered in this prospectus,
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Shares are neither interests in nor
obligations of the Sponsor or the Trustee.
The Trust issues Shares from time to time
in Baskets, as described in “Creation and Redemption of Shares.” It is expected that the Shares will be sold to the
public at varying prices to be determined by reference to, among other considerations, the price of platinum and the trading price
of the Shares on the NYSE Arca at the time of each sale.
The date of this prospectus is January 19,
2024.
TABLE OF CONTENTS
This prospectus, including the materials
incorporated by reference herein, contains information you should consider when making an investment decision about the Shares.
You may rely on the information contained in this prospectus. The Trust and the Sponsor have not authorized any person to provide
you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it.
This prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted.
The Shares are not registered for public
sale in any jurisdiction other than the United States.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and within the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking
statements may relate to the Trust’s financial conditions, results of operations, plans, objectives, future performance and
business. Statements preceded by, followed by or that include words such as “may,” “should,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential”
or similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of
historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future,
including such matters as changes in commodity prices and market conditions (for platinum and the Shares), the Trust’s operations,
the Sponsor’s plans and references to the Trust’s future success and other similar matters are forward-looking statements.
These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain
assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future
developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform
to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the
special considerations discussed in this prospectus, general economic, market and business conditions, changes in laws or regulations,
including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political
developments. See “Risk Factors.” Consequently, all the forward-looking statements made in this prospectus are qualified
by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will
be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects
on, the Trust’s operations or the value of the Shares. Neither the Trust nor the Sponsor is under a duty to update any of
the forward-looking statements to conform such statements to actual results or to reflect a change in the Sponsor’s expectations
or predictions.
GLOSSARY OF DEFINED TERMS
In this prospectus, each of the following
quoted terms have the meanings set forth after such term:
“Allocated Account Agreement”—The
agreement between the Trustee and the Custodian which establishes the Trust Allocated Account. The Allocated Account Agreement
and the Unallocated Account Agreement are sometimes referred to together as the “Custody Agreements.”
“ANAV”—Adjusted NAV.
See “Description of the Trust Agreement—Valuation of Platinum, Definition of Net Asset Value and Adjusted Net Asset
Value” for a description of how the ANAV of the Trust is calculated. The ANAV of the Trust is used to calculate the fees
of the Sponsor.
“Authorized Participant”—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 DTC, (3) has
entered into an Authorized Participant Agreement with the Trustee and the Sponsor and (4) has established an Authorized Participant
Unallocated Account. Only Authorized Participants may place orders to create or redeem one or more Baskets.
“Authorized Participant Agreement”—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 platinum and any cash required for such creations and redemptions.
“Authorized Participant Unallocated
Account”—An unallocated platinum account, either loco London or loco Zurich, established with the Custodian or a platinum
clearing bank by an Authorized Participant. Each Authorized Participant’s Authorized Participant Unallocated Account is used
to facilitate the transfer of platinum deposits and platinum redemption distributions between the Authorized Participant and the
Trust in connection with the creation and redemption of Baskets.
“Authorized Participant Unallocated
Bullion Account Agreement”—The agreement between an Authorized Participant and the Custodian or a platinum clearing
bank which establishes the Authorized Participant Unallocated Account.
“Basket”—A block of 50,000
Shares is called a “Basket.”
“Book Entry System”—The
Federal Reserve Treasury Book Entry System for United States and federal agency securities.
“CEA”—Commodity Exchange
Act of 1936, as amended.
“CFTC”—Commodity Futures
Trading Commission, an independent agency with the mandate to regulate commodity futures, options, swaps and derivatives markets
in the United States.
“Clearing Agency”—Any
clearing agency or similar system other than the Book Entry System or DTC.
“Code”—The United States
Internal Revenue Code of 1986, as amended.
“Creation Basket Deposit”—The
total deposit required to create a Basket. The deposit will be an amount of platinum and cash, if any, that is in the same proportion
to the total assets of the Trust (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date an order
to purchase one or more Baskets is properly received as the number of Shares comprising the number of Baskets to be created in
respect of the deposit bears to the total number of Shares outstanding on the date such order is properly received.
“Custodian” or “JPMorgan”—JPMorgan
Chase Bank, N.A., a national banking association and a market maker, clearer and approved weigher under the rules of the LPPM.
JPMorgan is the custodian of the Trust’s platinum.
“Custody Agreements”—The
Allocated Account Agreement together with the Unallocated Account Agreement.
“Custody Rules”—The rules,
regulations, practices and customs of the LPPM or any applicable regulatory body which apply to platinum made available in physical
form by the Custodian.
“DTC”—The Depository
Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the US Federal Reserve System and
a clearing agency registered with the SEC. DTC acts as the securities depository for the Shares.
“DTC Participant”—A participant
in DTC, such as a bank, broker, dealer or trust company.
“Evaluation
Time”—The time at which the Trustee evaluates the platinum held by the Trust and determines both the NAV and the
ANAV of the Trust, which is currently as promptly as practicable after 4:00 p.m., New York time, on each day other than (1) a
Saturday or Sunday or (2) any day on which the NYSE Arca is not open for regular trading.
“Exchange” or “NYSE Arca”—NYSE
Arca, Inc., the venue where Shares are listed and traded.
“FCA”—The Financial Conduct
Authority, an independent non-governmental body which exercises statutory regulatory power under the FSM Act and which regulates
the major participating members of the LPPM in the United Kingdom.
“FINRA”—The Financial
Industry Regulatory Authority, Inc.
“FSM Act”—The Financial
Services and Markets Act 2000.
“Good Delivery Platinum Plate or
Ingot”—Platinum in plate or ingot form with a minimum fineness and purity of 99.95% weighing between 32.151 and 192.904
troy ounces. One troy ounce equals 31.103 grams meeting the London/Zurich Good Delivery Standards. “Indirect Participants”—Those
banks, brokers, dealers, trust companies and others who maintain, either directly or indirectly, a custodial relationship with
a DTC Participant.
“LBMA”—The London Bullion
Market Association. The LBMA is the trade association that acts as the coordinator for activities conducted on behalf of its members
and other participants in the London bullion market. In addition to coordinating market activities, the LBMA acts as the principal
point of contact between the market and its regulators. A primary function of the LBMA is its involvement in the promotion of refining
standards by maintenance of the “Good Delivery List,” which is the list of LBMA accredited refiners of gold and silver.
Further, the LBMA coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation.
The major participating members of the LBMA are regulated by the FCA in the United Kingdom under the FSM Act.
“LME”—The London Metal
Exchange. The LME, which is owned by Hong Kong Exchanges & Clearing Ltd., was founded in 1877 and is a leading venue for the
trading of industrial metals. More than 80% of all non-ferrous metal futures business is transacted on LME platforms. As a recognized
investment exchange, the LME is regulated by the FCA. The LME administers the determination of the LME PM Fix.
“LME PM Fix”— The afternoon
session of the twice daily fix of the price of a troy ounce of platinum which starts at 2:00 p.m. London, England time and is performed
by an electronic pricing system (LMEbullion) administered by the LME in London in which participating members of the LPPM directly
and other market participants indirectly through participating members of the LPPM submit buying and selling orders. See “Operation
of the Platinum Market—The Platinum Market” for a description of the operation of the LME PM Fix for platinum.
“London/Zurich Good Delivery Standards”
or “Good Delivery Standards”—The specifications for weight, dimensions, fineness (or purity), identifying marks
and appearance of platinum plates and ingots as set forth in “The Good Delivery Rules for Platinum and Palladium Plates
and Ingots” published by the LPPM. The London/Zurich Good Delivery Standards as of the date of this Prospectus are described
in “Operation of the Platinum Market—The Platinum Market”.
“LPPFCL” — The London
Platinum and Palladium Fixing Company Limited. The LPPFCL had the responsibility of establishing twice each London trading day,
a clearing price or “fix” for platinum bullion transactions. As of December 1, 2014, the LPPFCL transferred ownership
of the historic and future intellectual property of the twice daily “fix” for platinum and palladium bullion transactions
to a subsidiary company of the LBMA.
“LPPM”—The London Platinum
and Palladium Market. The LPPM is the trade association that acts as the coordinator for activities conducted on behalf of its
members and other participants in the London platinum market. In addition to coordinating market activities, the LPPM acts as the
principal point of contact between the market and its regulators. A primary function of the LPPM is its involvement in the promotion
of refining standards by maintenance of the “London/Zurich Good Delivery Lists,” which are the lists of LPPM accredited
refiners and assayers of platinum. Further, the LPPM coordinates market clearing and vaulting, promotes good trading practices
and develops standard documentation.
“Marketing Agent”— ALPS
Distributors, Inc., a Colorado corporation.
“NAV”—Net asset value.
See “Description of the Trust Agreement—Valuation of Platinum, Definition of Net Asset Value and Adjusted Net Asset
Value” for a description of how the NAV of the Trust and the NAV per Share are calculated.
“NFA”— The National Futures
Association, a futures association and self-regulatory organization organized under the CEA and CFTC regulations with the mandate
to regulate intermediaries trading in futures, swaps and options.
“OTC”—The global Over-the-Counter
market for the trading of platinum which consists of transactions in spot, forwards, and options and other derivatives.
“Securities Act”—The
Securities Act of 1933, as amended.
“Shareholders”—Owners
of beneficial interests in the Shares.
“Shares”—Units of fractional
undivided beneficial interest in and ownership of the Trust which are issued by the Trust and named “abrdn Physical Platinum
Shares ETF”.
“Sponsor”—abrdn ETFs
Sponsor LLC, a Delaware limited liability company.
“Sponsor’s Fee”—The
remuneration due to the Sponsor in exchange for which the Sponsor has agreed to assume the ordinary administrative and marketing
expenses that the Trust is expected to incur. The fee accrues daily and is payable in-kind in platinum monthly in arrears.
“tonne”—One metric tonne
which is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.
“Trust”—The abrdn Platinum
ETF Trust, a common law trust, formed on December 30, 2009 under New York law pursuant to the Trust Agreement.
“Trust Agreement”—The
Depositary Trust Agreement between the Sponsor and the Trustee under which the Trust is formed and which sets forth the rights
and duties of the Sponsor, the Trustee and the Custodian.
“Trust Allocated Account”—The
allocated platinum account of the Trust established with the Custodian by the Allocated Account Agreement. The Trust Allocated
Account is used to hold the platinum deposited with the Trust in allocated form (i.e., as individually identified plates
and ingots of platinum).
“Trustee” or “BNYM”—The
Bank of New York Mellon, a banking corporation organized under the laws of the State of New York with trust powers. BNYM is the
trustee of the Trust.
“Trust Unallocated Account”—The
unallocated platinum account of the Trust established with the Custodian by the Unallocated Account Agreement. The Trust Unallocated
Account is used to facilitate the transfer of platinum deposits and platinum redemption distributions between Authorized Participants
and the Trust in connection with the creation and redemption of Baskets and the sale of platinum made by the Trustee for the Trust.
“Unallocated Account Agreement”—The
agreement between the Trustee and the Custodian which establishes the Trust Unallocated Account. The Allocated Account Agreement
and the Unallocated Account Agreement are sometimes referred to together as the “Custody Agreements.”
“US Shareholder”—A Shareholder that is (1)
an individual who is a citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for
US federal tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof; (3)
an estate, the income of which is includible in gross income for US federal income tax purposes regardless of its source; or (4)
a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one
or more US persons have the authority to control all substantial decisions of the trust.
“Zurich Sub-Custodian”—The Zurich Sub-Custodian
is any firm selected by the Custodian to hold the Trust’s platinum in the Trust Allocated Account in the firm’s Zurich
vault premises on a segregated basis and whose appointment has been approved by the Sponsor. The Custodian will use reasonable
care in selecting the Zurich Sub-Custodian. As of the date of the Custody Agreements, the Zurich Sub-Custodian that the Custodian
uses is UBS AG.
PROSPECTUS SUMMARY
This is only a summary of the prospectus
and, while it contains material information about the Trust and its Shares, it does not contain or summarize all of the information
about the Trust and the Shares contained in this prospectus which is material and/or which may be important to you. You should
read this entire prospectus, including “Risk Factors” beginning on page 6, and the materials incorporated by reference
herein, before making an investment decision about the Shares.
Trust Structure
The Trust is a common law trust, formed
on December 30, 2009 under New York law pursuant to the Trust Agreement. The name of the Trust is abrdn Platinum ETF Trust (known
as Aberdeen Standard Platinum ETF Trust prior to March 31, 2022 and ETFS Platinum Trust prior to October 1, 2018). The name of
the Trust’s Shares is abrdn Physical Platinum Shares ETF (known as Aberdeen Standard Physical Platinum Shares ETF prior to
March 31, 2022 and ETFS Physical Platinum Shares prior to October 1, 2018). The Trust holds platinum and from time to time issues
Baskets in exchange for deposits of platinum and distributes platinum in connection with redemptions of Baskets. The investment
objective of the Trust is for the Shares to reflect the performance of the price of physical platinum, less the Trust’s expenses.
The Sponsor believes that, for many investors, the Shares represent a cost-effective investment in platinum. The material terms
of the Trust Agreement are discussed in greater detail under the section “Description of the Trust Agreement.” The
Shares represent units of fractional undivided beneficial interest in and ownership of the Trust and are traded under the ticker
symbol “PPLT” on the NYSE Arca.
The Trust’s Sponsor is abrdn ETFs
Sponsor LLC (known as Aberdeen Standard Investments ETFs Sponsor LLC, prior to March 1, 2022 and ETF Securities USA LLC prior to
October 1, 2018), a Delaware limited liability company formed on June 17, 2009. Prior to April 27, 2018, the Sponsor was wholly-owned
by ETF Securities Limited, a Jersey, Channel Islands based company. Effective April 27, 2018, ETF Securities Limited sold its membership
interest in the Sponsor to abrdn Inc. (known as Aberdeen Standard Investments Inc. prior to January 1, 2022), a Delaware corporation.
As a result of the sale, abrdn Inc. became the sole member of the Sponsor. abrdn Inc. is a wholly-owned indirect subsidiary of
abrdn plc, which together with its affiliates and subsidiaries is collectively referred to as “abrdn.” The Trust is
governed by the Trust Agreement. Under the Delaware Limited Liability Company Act and the governing documents of the Sponsor, abrdn
Inc., the sole member of the Sponsor, is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason
of being the sole member of the Sponsor.
The Sponsor arranged for the creation of
the Trust and is generally responsible for the ongoing registration of the Shares for their public offering in the United States
and the listing of the Shares on the NYSE Arca. The Sponsor has agreed to assume the organizational expenses of the Trust and the
following administrative and marketing expenses incurred by the Trust: the Trustee’s monthly fee and out-of-pocket expenses,
the Custodian’s fee and expenses reimbursable under the Custody Agreements, Exchange listing fees, SEC registration fees,
printing and mailing costs, audit fees and up to $100,000 per annum in legal expenses.
The Trustee is The Bank of New York Mellon.
The Trustee is generally responsible for the day-to-day administration of the Trust. This includes (1) transferring the Trust’s
platinum as needed to pay the Sponsor’s Fee in platinum (platinum transfers for payment of the Sponsor’s Fee are expected
to occur approximately monthly in the ordinary course), (2) calculating the NAV of the Trust and the NAV per Share, (3) receiving
and processing orders from Authorized Participants to create and redeem Baskets and coordinating the processing of such orders
with the Custodian and The Depository Trust Company (“DTC”) and (4) selling the Trust’s platinum as needed to
pay any extraordinary Trust expenses that are not assumed by the Sponsor. The general role, responsibilities and regulation of
the Trustee are further described in “The Trustee.”
The Custodian is JPMorgan Chase Bank, N.A.
The Custodian is responsible for the safekeeping of the Trust’s platinum deposited with it by Authorized Participants in
connection with the creation of Baskets. The Custodian also facilitates the transfer of platinum in and out of the Trust through
platinum accounts it maintains for Authorized Participants and the Trust. The Custodian is a market maker, clearer and approved
weigher under the rules of the London Platinum and Palladium Market (“LPPM”). The Custodian holds the Trust’s
loco London allocated platinum in its London, England vaulting premises on a segregated basis and has selected the Zurich Sub-Custodian
to hold the Trust’s loco Zurich allocated platinum on the Custodian’s behalf at the Zurich Sub-Custodian’s Zurich,
Switzerland vaulting premises on a segregated basis. The general role, responsibilities and regulation of the Custodian are further
described in “The Custodian” and “Custody of the Trust’s Platinum.”
Detailed descriptions of certain specific
rights and duties of the Trustee and the Custodian are set forth in “Description of the Trust Agreement” and “Description
of the Custody Agreements.”
Trust Overview
The investment objective of the Trust is
for the Shares to reflect the performance of the price of physical platinum, less the Trust’s expenses. The Shares are designed
for investors who want a cost-effective and convenient way to invest in platinum with minimal credit risk.
The Trust is one of several exchange-traded
products (“ETPs”) that seek to track the price of physical platinum bullion (“Platinum ETPs”). Some of
the distinguishing features of the Trust and its Shares include holding of physical platinum bullion, vaulting of Trust platinum
in London or Zurich, the experience of the Sponsor’s management team, the use of JPMorgan Chase Bank, N.A. as Custodian,
third-party vault inspection and the allocation of almost all of the Trust’s platinum. See “Business of the Trust.”
Investing in the Shares does not insulate
the investor from certain risks, including price volatility. See “Risk Factors.”
Principal Offices
The Sponsor’s office is c/o abrdn
ETFs Sponsor LLC, 1900 Market Street, Suite 200, Philadelphia, PA, 19103 and its telephone number is 844-383-7289. The Trustee
has a Trust office at 240 Greenwich Street, New York, NY 10286. The Custodian is located at 25 Bank Street, Canary Wharf,
London, E14 5JP, United Kingdom. As of the date of this Prospectus, the Zurich Sub-Custodian that the Custodian currently uses
is UBS AG, which is located at 45 Bahnhofstrasse, 8001 Zurich, Switzerland.
THE OFFERING
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| Offering |
The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust. |
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| Use of proceeds |
Proceeds received by the Trust from the issuance and sale of Baskets, including the Shares (as described on the front page of this prospectus), consist of platinum deposits and, possibly from time to time, cash. Pursuant to the Trust Agreement, during the life of the Trust such proceeds will only be (1) held by the Trust, (2) distributed to Authorized Participants in connection with the redemption of Baskets or (3) disbursed to pay the Sponsor’s Fee or sold as needed to pay the Trust’s expenses not assumed by the Sponsor. |
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| Exchange symbol |
PPLT |
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| CUSIP |
003260106 |
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| Creation and redemption |
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 creation and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of platinum and any cash represented by the Baskets being created or redeemed, the amount of which will be based on the combined NAV of the number of Shares included in the Baskets being created or redeemed. On December 30, 2009, the Trust’s formation date, the initial amount of platinum required for deposit with the Trust to create Shares was 5,000 troy ounces per Basket. The number of troy ounces of platinum required to create a Basket or to be delivered upon the redemption of a Basket gradually decreases over time, due to the accrual of the Trust’s expenses and the sale or delivery of the Trust’s platinum to pay the Trust’s expenses. See “Business of the Trust—Trust Expenses.” Baskets may be created or redeemed only by Authorized Participants, who pay a transaction fee to the Trustee for each order to create or redeem Baskets and may sell the Shares included in the Baskets they create to other investors. The Trust will not issue fractions of a Basket. See “Creation and Redemption of Shares” for more details. |
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| Net Asset Value |
The NAV of the Trust is the aggregate value of the Trust’s assets less its liabilities (which include estimated accrued but unpaid fees and expenses). In determining the NAV of the Trust, the Trustee values the platinum held by the Trust on the basis of the price of a troy ounce of platinum as set by the afternoon session of the twice daily fix of the price of a troy ounce of platinum which starts at 2:00 p.m. London, England time (LME PM Fix) and is performed by an electronic pricing system (LMEbullion) administered by the LME in London in which participating members of the LPPM directly and other market participants indirectly through participating members of the LPPM submit buying and selling orders. See “Operation of the Platinum Market—The Platinum Market” for a description of the operation of the LME PM Fix for platinum. The Trustee determines the NAV of the Trust on each day the NYSE Arca is open for regular trading, as promptly as practicable after 4:00 p.m. New York time. If no LME PM Fix is made on a particular evaluation day or has not been announced by 4:00 p.m. New York time on a particular evaluation day, the next most recent LME PM Fix will be used in the determination of the NAV of the Trust, unless the Sponsor determines that such price is inappropriate to use as basis for such determination. The Trustee also determines the NAV per Share, which equals the NAV of the Trust, divided by the number of outstanding Shares. |
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| Trust expenses |
The Trust’s only ordinary recurring charge is expected to be the remuneration due to the Sponsor (“Sponsor’s Fee”). In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume the ordinary administrative and marketing expenses that the Trust is expected to incur. The Sponsor pays the costs of the Trust’s sale of the Shares, including the applicable SEC registration fees. |
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| Secondary Market Trading |
While the Trust’s investment objective is for the Shares to reflect the performance of the price of physical platinum, less the Trust’s expenses, only Authorized Participants can buy or sell Shares at NAV per Share. Shares may trade in the secondary market on the NYSE Arca at prices that are lower or higher relative to their NAV. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between the NYSE Arca, and the London and Zurich platinum bullion markets. While the Shares trade on the NYSE Arca until 4:00 p.m. New York time, liquidity in the platinum market is reduced after the close of the Commodity Exchange, Inc. (“COMEX”), a member of the CME Group of exchanges (“CME Group”), at 1:30 p.m. New York time. As a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may widen. |
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| Sponsor’s Fee |
The Sponsor’s Fee accrues daily at an annualized rate equal to 0.60% of the adjusted NAV (“ANAV”) of the Trust and is payable in-kind in platinum monthly in arrears. The Sponsor, from time to time, may waive all or a portion of the Sponsor’s Fee at its discretion for stated periods of time. The Sponsor is under no obligation to continue a waiver after the end of such stated period, and, if such waiver is not continued, the Sponsor’s Fee will thereafter be paid in full. Presently, the Sponsor does not intend to waive any of its fee. The Trustee, from time to time, delivers platinum in such quantity as may be necessary to permit payment of the Sponsor’s Fee and sells platinum in such quantity as may be necessary to permit payment in cash of Trust expenses not assumed by the Sponsor. The Trustee is authorized to sell platinum at such times and in the smallest amounts required to permit such cash payments as they become due, it being the intention to avoid or minimize the Trust’s holdings of assets other than platinum. Accordingly, the amount of platinum to be sold varies from time to time depending on the level of the Trust’s expenses and the market price of platinum. See “Business of the Trust—Trust Expenses.” |
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Each delivery or sale of platinum by the Trust to pay the Sponsor’s Fee or other expenses will be a taxable event to Shareholders. See “United States Federal Income Tax Consequences—Taxation of US Shareholders.” |
| Termination events |
The Trustee will terminate and liquidate the Trust if one of the following events occurs: |
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the Shares are delisted from the NYSE Arca and are not approved for listing on another national securities exchange within five business days of their delisting; |
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Shareholders acting in respect of at least 75% of the outstanding Shares notify the Trustee that they elect to terminate the Trust; |
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60 days have elapsed since the Trustee notified the Sponsor of the Trustee’s election to resign and a successor trustee has not been appointed and accepted its appointment; |
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the SEC determines that the Trust is an investment company under the Investment Company Act of 1940 and the Trustee has actual knowledge of that determination; |
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the aggregate market capitalization of the Trust, based on the closing price for the Shares, was less than $350 million (as adjusted for inflation by reference to the US Consumer Price Index) at any time after the first anniversary after the Trust’s formation and the Trustee receives, within six months after the last trading date on which the aggregate market capitalization of the Trust was less than $350 million, notice from the Sponsor of its decision to terminate the Trust; |
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the CFTC determines that the Trust is a commodity pool under the CEA and the Trustee has actual knowledge of that determination; |
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the Trust fails to qualify for treatment, or ceases to be treated, for US federal income tax purposes, as a grantor trust, and the Trustee receives notice from the Sponsor that the Sponsor determines that, because of that tax treatment or change in tax treatment, termination of the Trust is advisable; |
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60 days have elapsed since DTC ceases to act as depository with respect to the Shares and the Sponsor has not identified another depository which is willing to act in such capacity; or |
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the Trustee elects to terminate the Trust after the Sponsor is deemed conclusively to have resigned effective immediately as a result of the Sponsor being adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property being appointed, or a trustee or liquidator or any public officer taking charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. |
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Upon the termination of the Trust, the Trustee will sell the Trust’s platinum and, after paying or making provision for the Trust’s liabilities, distribute the proceeds to Shareholders surrendering Shares. See “Description of the Trust Agreement—Termination of the Trust.”
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| Authorized Participants |
Baskets may be created or redeemed only by Authorized Participants. Each Authorized Participant must (1) be 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) be a participant in DTC, (3) have entered into an agreement with the Trustee and the Sponsor (Authorized Participant Agreement) and (4) have established an unallocated platinum account with the Custodian or a physical platinum clearing bank (Authorized Participant Unallocated Account). The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of platinum and any cash required for such creations or redemptions. A list of the current Authorized Participants can be obtained from the Trustee or the Sponsor. See “Creation and Redemption of Shares” for more details. |
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| Clearance and settlement |
The Shares are evidenced by one or more global certificates that the Trustee issues to DTC. The Shares are available only in book entry form. Shareholders may hold their Shares through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC. |
Summary of Financial Condition
As of the close of business on January
8, 2024, the NAV of the Trust, which represents the value of the platinum deposited into and held by the Trust less any liabilities
of the Trust, was $941,097,184 and the NAV per Share was $87.14.
RISK FACTORS
You should consider carefully the risks
described below before making an investment decision. You should also refer to the other information included in this prospectus,
including the Trust’s financial statements and the related notes, as reported in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2022 and our subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference herein.
RISKS RELATED TO PLATINUM
The value of the Shares relates directly
to the value of the platinum held by the Trust and fluctuations in the price of platinum could materially adversely affect an investment
in the Shares.
The Shares are designed to mirror as closely
as possible the performance of the price of physical platinum, and the value of the Shares relates directly to the value of the
platinum held by the Trust, less the Trust’s liabilities (including estimated accrued but unpaid expenses). The price of
physical platinum has fluctuated widely over the past several years, as discussed below. Several factors may affect the price of
platinum, including:
| ● | Global platinum supply, which is influenced by such factors as production and cost levels in major
platinum-producing countries such as South Africa and Russia. Recycling, autocatalyst demand, industrial demand, jewelry demand
and investment demand are also important drivers of platinum supply and demand; |
| ● | Investors’ expectations with respect to the rate of inflation; |
| ● | Currency exchange rates; |
| ● | Investment and trading activities of hedge funds and commodity funds; |
| ● | Global or regional political, economic or financial events and situations; and |
| ● | A significant change in investor interest, including in response to online campaigns or other activities
specifically targeting investments in platinum. |
In addition, investors should be aware
that there is no assurance that platinum will maintain its long-term value in terms of purchasing power in the future. In the event
that the price of platinum declines, the Sponsor expects the value of an investment in the Shares to decline proportionately.
The price of physical platinum has fluctuated
widely over the past several years.
Price movements of platinum and other platinum
group metals (see “Overview of the Platinum Industry - Platinum Group Metals” for a discussion of platinum group metals)
during the first half of 2022 largely reflected the extent of exposure to Russian supply. Platinum reacted to increased supply
risks, despite Russia accounting for only a minor share of primary production relative to South Africa. Platinum climbed steadily
from around $960 per troy ounce in early January 2022 to an eight-month high of $1,151 per troy ounce on March 8, 2022, although
it subsequently fell back as supply fears eased, trading below $1,000 per troy ounce for most of the April to October 2022 period.
The price surged above $1,000 per troy ounce during November 2022, as the US dollar weakened and NYMEX investors added to long
positions, but the rally was ultimately short-lived.*
* Preceding discussion is derived from
the Johnson Matthey PGM market report May 2023.
In 2023, platinum prices reached a high
of $1,128 per troy ounce on April 21, 2023, a low of $850 per troy ounce on November 13, 2023, and was $1,000 per troy ounce as
of December 31, 2023. See “Overview of the Platinum Industry” for additional
discussion of platinum prices and world platinum supply and demand over time.
Several factors may have the effect
of causing a decline in the prices of platinum and a corresponding decline in the price of Shares. Among them:
| ● | A significant increase in platinum hedging activity by platinum producers. Should there be an increase
in the level of hedge activity of platinum producing companies, it could cause a decline in world platinum prices, adversely affecting
the price of the Shares. |
| ● | A significant change in the attitude of speculators, investors and central banks towards platinum.
Should the speculative community take a negative view towards platinum or central banking authorities determine to sell national
platinum reserves, either event could cause a decline in world platinum prices, negatively impacting the price of the Shares. |
| ● | A widening of interest rate differentials between the cost of money and the cost of platinum could
negatively affect the price of platinum which, in turn, could negatively affect the price of the Shares. |
| ● | A combination of rising money interest rates and a continuation of the current low cost of borrowing
platinum could improve the economics of selling platinum forward. This could result in an increase in hedging by platinum mining
companies and short selling by speculative interests, which would negatively affect the price of platinum. Under such circumstances,
the price of the Shares would be similarly affected. |
Conversely, several factors may trigger
a temporary increase in the price of platinum prior to your investment in the Shares. For example, sudden increased investor interest
in platinum may cause an increase in world platinum prices, increasing the price of the Shares. If that is the case, you will be
buying Shares at prices affected by the temporarily high prices of platinum, and you may incur losses when the causes for the temporary
increase disappear.
A decline in the automobile industry
may have the effect of causing a decline in the prices of platinum and a corresponding decline in the price of Shares.
Autocatalysts, automobile components for
emissions control that use platinum, accounted for approximately 44% of the global demand in platinum in 2022. Reduced automotive
industry sales or a shift from gasoline-powered to electric vehicles may result in a decline in autocatalyst demand which may impact
the price of platinum and the price of Shares.
Crises may motivate large-scale sales
of platinum which could decrease the price of platinum and adversely affect an investment in the Shares.
The possibility of large-scale distress
sales of platinum in times of crisis may have a short-term negative impact on the price of platinum and adversely affect an investment
in the Shares. For example, the 2008 financial credit crisis resulted in significantly depressed prices of platinum largely due
to forced sales and deleveraging from institutional investors such as hedge funds and pension funds as expectations of economic
growth slumped. Crises in the future may impair platinum’s price performance which would, in turn, adversely affect an investment
in the Shares.
The price of platinum may be affected
by the sale of ETVs tracking platinum markets.
To the extent existing exchange traded
vehicles (“ETVs”) tracking platinum markets represent a significant proportion of demand for physical platinum bullion,
large redemptions of the securities of these ETVs could negatively affect physical platinum bullion prices and the price and NAV
of the Shares.
RISKS RELATED TO THE SHARES
Since there is no limit on the amount
of platinum that the Trust may acquire, the Trust, as it grows, may have an impact on the supply and demand of platinum that ultimately
may affect the price of the Shares in a manner unrelated to other factors affecting the global market for platinum.
The Trust Agreement places no limit on
the amount of platinum the Trust may hold. Moreover, the Trust may issue an unlimited number of Shares, subject to registration
requirements, and thereby acquire an unlimited amount of platinum. The global market for platinum is characterized by supply and
demand constraints that are generally not present in the markets for other precious metals such as gold and silver. From 2018 to
2022, world platinum mine supply averaged 5.8 million ounces, while world net demand averaged 7.3 million ounces. If the
amount of platinum acquired by the Trust is large enough in relation to global platinum supply and demand, further in-kind creations
and redemptions of Shares could have an impact on the supply and demand of platinum unrelated to other factors affecting the global
market for platinum. Such an impact could affect the price for platinum that would directly affect the price at which Shares are
traded on the Exchange or the price of future Baskets created or redeemed by the Trust. The Trust and the Sponsor cannot provide
Shareholders any assurance that increased metal holdings by the Trust in the future will have no such long-term metal price impact
thereby affecting Share trading prices.
The Shares and their value could decrease
if unanticipated operational or trading problems arise.
There may be unanticipated problems or
issues with respect to the mechanics of the Trust’s operations and the trading of the Shares that could have a material adverse
effect on an investment in the Shares. In addition, although the Trust is not actively “managed” by traditional methods,
to the extent that unanticipated operational or trading problems or issues arise, the Sponsor’s past experience and qualifications
may not be suitable for solving these problems or issues.
Discrepancies, disruptions or unreliability
of the LME PM Fix could impact the value of the Trust’s platinum and the market price of the Shares.
The Trustee values the Trust’s platinum
pursuant to the LME PM Fix. In the event that the LME PM Fix proves to be an inaccurate benchmark, or the LME PM Fix varies materially
from the prices determined by other mechanisms for valuing platinum, the value of the Trust’s platinum and the market price
of the Shares could be adversely impacted. Any future developments in the LME PM Fix, to the extent it has a material impact on
the LME PM Fix, could adversely impact the value of the Trust’s platinum and the market price of the Shares. It is possible
that electronic failures or other unanticipated events may occur that could result in delays in the announcement of, or the inability
of the benchmark to produce, the LME PM Fix on any given date. Furthermore, any actual or perceived disruptions that result in
the perception that the LME PM Fix is vulnerable to actual or attempted manipulation could adversely affect the behavior of market
participants, which may have an effect on the price of platinum. If the LME PM Fix is unreliable for any reason, the price of platinum
and the market price for the Shares may decline or be subject to greater volatility.
If the process of creation and redemption
of Baskets encounters any unanticipated difficulties, the possibility for arbitrage transactions the effect of which would be to
keep the price of the Shares closely linked to the price of platinum by allowing the market participants to profit from divergences,
may not exist and, as a result, the price of the Shares may fall.
If the processes of creation and redemption
of Shares (which depend on timely transfers of platinum to and by the Custodian) encounter any unanticipated difficulties, potential
market participants who would otherwise be willing to purchase or redeem Baskets to take advantage of any arbitrage opportunity
arising from discrepancies between the price of the Shares and the price of the underlying platinum may not take the risk that,
as a result of those difficulties, they may not be able to realize the profit they expect. If this is the case, the liquidity of
Shares may decline and the price of the Shares may fluctuate independently of the price of platinum and may fall. Additionally,
redemptions could be suspended for any period during which (1) the NYSE Arca is closed (other than customary weekend or holiday
closings) or trading on the NYSE Arca is suspended or restricted, or (2) an emergency exists as a result of which delivery, disposal
or evaluation of the platinum is not reasonably practicable.
A possible “short squeeze”
due to a sudden increase in demand of Shares that largely exceeds supply may lead to price volatility in the Shares.
Investors may purchase Shares to hedge
existing platinum exposure or to speculate on the price of platinum. Speculation on the price of platinum may involve long and
short exposures. To the extent aggregate short exposure exceeds the number of Shares available for purchase (for example, in the
event that large redemption requests by Authorized Participants dramatically affect Share liquidity), investors with short exposure
may have to pay a premium to repurchase Shares for delivery to Share lenders. Those repurchases may in turn, dramatically increase
the price of the Shares until additional Shares are created through the creation process. This is often referred to as a “short
squeeze.” A short squeeze could lead to volatile price movements in Shares that are not directly correlated to the price
of platinum.
The liquidity of the Shares may be affected
by the withdrawal from participation of one or more Authorized Participants.
In the event that one or more Authorized
Participants having substantial interests in Shares or otherwise responsible for a significant portion of the Shares’ daily
trading volume on the Exchange withdraw from participation, the liquidity of the Shares will likely decrease which could adversely
affect the market price of the Shares and result in Shareholders incurring a loss on their investment.
Shareholders do not have the protections
associated with ownership of shares in an investment company registered under the Investment Company Act of 1940 or the protections
afforded by the CEA.
The Trust is not registered as an investment
company under the Investment Company Act of 1940 and is not required to register under such act. Consequently, Shareholders do
not have the regulatory protections provided to investors in investment companies. The Trust does not and will not hold or trade
in commodity futures contracts, “commodity interests” or any other instruments regulated by the CEA, as administered
by the CFTC and the NFA. Furthermore, the Trust is not a commodity pool for purposes of the CEA, and neither the Sponsor nor the
Trustee is subject to regulation by the CFTC as a commodity pool operator or a commodity trading advisor in connection with the
Trust or the Shares. Consequently, Shareholders do not have the regulatory protections provided to investors in CEA-regulated instruments
or commodity pools operated by registered commodity pool operators or advised by registered commodity trading advisors.
The Trust may be required to terminate
and liquidate at a time that is disadvantageous to Shareholders.
If the Trust is required to terminate and
liquidate, such termination and liquidation could occur at a time which is disadvantageous to Shareholders, such as when platinum
prices are lower than the platinum prices at the time when Shareholders purchased their Shares. In such a case, when the Trust’s
platinum is sold as part of the Trust’s liquidation, the resulting proceeds distributed to Shareholders will be less than
if platinum prices were higher at the time of sale.
The lack of an active trading market for the
Shares may result in losses on investment at the time of disposition of the Shares.
Although Shares are listed for trading on the
NYSE Arca, it cannot be assumed that an active trading market for the Shares will be maintained. If an investor needs to sell Shares
at a time when no active market for Shares exists, such lack of an active market will most likely adversely affect the price the investor
receives for the Shares (assuming the investor is able to sell them).
Shareholders do not have the rights
enjoyed by investors in certain other vehicles.
As interests in an investment trust, the
Shares have none of the statutory rights normally associated with the ownership of shares of a corporation (including, for example,
the right to bring “oppression” or “derivative” actions). In addition, the Shares have limited voting and
distribution rights (for example, Shareholders do not have the right to elect directors or approve amendments to the Trust Agreement,
and do not receive dividends).
An investment in the Shares may be adversely
affected by competition from other methods of investing in platinum.
The Trust competes with other financial
vehicles, including traditional debt and equity securities issued by companies in the platinum industry and other securities backed
by or linked to platinum, direct investments in platinum and investment vehicles similar to the Trust. Market and financial conditions,
and other conditions beyond the Sponsor’s control, may make it more attractive to invest in other financial vehicles or to
invest in platinum directly, which could limit the market for the Shares and reduce the liquidity of the Shares.
The amount of platinum represented by
each Share will decrease over the life of the Trust due to the recurring deliveries of platinum necessary to pay the Sponsor’s
Fee in-kind and potential sales of platinum to pay in cash the Trust expenses not assumed by the Sponsor. Without increases in
the price of platinum sufficient to compensate for that decrease, the price of the Shares will also decline proportionately over
the life of the Trust.
The amount of platinum represented by each
Share decreases each day by the Sponsor’s Fee. In addition, although the Sponsor has agreed to assume all organizational
and certain administrative and marketing expenses incurred by the Trust (the Trustee’s monthly fee and out-of-pocket expenses,
the Custodian’s fee and reimbursement of the Custodian’s expenses under the Custody Agreements, Exchange listing fees,
SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal expenses), in exceptional cases
certain Trust expenses may need to be paid by the Trust. Because the Trust does not have any income, it must either make payments
in-kind by deliveries of platinum (as is the case with the Sponsor’s Fee) or it must sell platinum to obtain cash (as in
the case of any exceptional expenses). The result of these sales of platinum and recurring deliveries of platinum to pay the Sponsor’s
Fee in-kind is a decrease in the amount of platinum represented by each Share. New deposits of platinum, received in exchange for
new Shares issued by the Trust, will not reverse this trend.
A decrease in the amount of platinum represented
by each Share results in a decrease in each Share’s price even if the price of platinum does not change. To retain the Share’s
original price, the price of platinum must increase. Without that increase, the lesser amount of platinum represented by the Share
will have a correspondingly lower price. If this increase does not occur, or is not sufficient to counter the lesser amount of
platinum represented by each Share, Shareholders will sustain losses on their investment in Shares.
An increase in Trust expenses not assumed
by the Sponsor, or the existence of unexpected liabilities affecting the Trust, will require the Trustee to sell larger amounts
of platinum, and will result in a more rapid decrease of the amount of platinum represented by each Share and corresponding decrease
in its value.
The sale of the Trust’s platinum
to pay expenses not assumed by the Sponsor, or unexpected liabilities affecting the Trust, at a time of low platinum prices could
adversely affect the value of the Shares.
The Trustee sells platinum held by the
Trust to pay Trust expenses not assumed by the Sponsor on an as-needed basis irrespective of then-current platinum prices. The
Trust is not actively managed and no attempt will be made to buy or sell platinum to protect against or to take advantage of fluctuations
in the price of platinum. Consequently, the Trust’s platinum may be sold at a time when the platinum price is low, resulting
in the sale of more platinum than would be required if the Trust sold when prices were higher. The sale of the Trust’s platinum
to pay expenses not assumed by the Sponsor, or unexpected liabilities affecting the Trust, at a time of low platinum prices could
adversely affect the value of the Shares.
The value of the Shares will be adversely
affected if the Trust is required to indemnify the Sponsor or the Trustee under the Trust Agreement.
Under the Trust Agreement, each of the
Sponsor and the Trustee has a right to be indemnified from the Trust for any liability or expense it incurs without gross negligence,
bad faith, willful misconduct, willful malfeasance or reckless disregard on its part. That means the Sponsor or the Trustee may
require the assets of the Trust to be sold in order to cover losses or liability suffered by it. Any sale of that kind would reduce
the NAV of the Trust and the value of the Shares.
The Shares may trade at a price which
is at, above or below the NAV per Share and any discount or premium in the trading price relative to the NAV per Share may widen
as a result of non-concurrent trading hours between the NYSE Arca and London, Zurich and COMEX.
The Shares may trade at, above or below
the NAV per Share. The NAV per Share fluctuates with changes in the market value of the Trust’s assets. The trading price
of the Shares fluctuates in accordance with changes in the NAV per Share as well as market supply and demand. The amount of the
discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between
the NYSE Arca and the major platinum markets. While the Shares trade on the NYSE Arca until 4:00 p.m. New York time, liquidity
in the market for platinum will be reduced after the close of the major world platinum markets, including London, Zurich and the
COMEX. As a result, during these periods, trading spreads, and the resulting premium or discount on the Shares, may widen.
Purchasing activity in the platinum
market associated with Basket creations or selling activity following Basket redemptions may affect the price of platinum and Share
trading prices. These price changes may adversely affect an investment in the Shares.
Purchasing activity associated with acquiring
the platinum required for deposit into the Trust in connection with the creation of Baskets may increase the market price of platinum,
which will result in higher prices for the Shares. Increases in the market price of platinum may also occur as a result of the
purchasing activity of other market participants. Other market participants may attempt to benefit from an increase in the market
price of platinum that may result from increased purchasing activity of platinum connected with the issuance of Baskets. Consequently,
the market price of platinum may decline immediately after Baskets are created. If the price of platinum declines, the trading
price of the Shares will also decline.
Selling activity associated with sales
of platinum withdrawn from the Trust in connection with the redemption of Baskets may decrease the market price of platinum, which
will result in lower prices for the Shares. Decreases in the market price of platinum may also occur as a result of the selling
activity of other market participants. If the price of platinum declines, the trading price of the Shares will also decline.
The Sponsor is unable to ascertain whether
the platinum price movements since the commencement of the Trust’s initial public offering on January 8, 2010 were attributable
to the Trust’s Basket creation and redemption process or independent metal market forces or both. Nevertheless, the Trust
and the Sponsor cannot provide assurance that future Basket creations or redemptions will have no effect on the platinum metal
prices and, consequently, Share trading prices.
RISKS RELATED TO THE CUSTODY OF PLATINUM
The Trust’s platinum may be subject
to loss, damage, theft or restriction on access.
There is a risk that part or all of the
Trust’s platinum could be lost, damaged or stolen. Access to the Trust’s platinum could also be restricted by natural
events (such as an earthquake) or human actions (such as a terrorist attack). Any of these events may adversely affect the operations
of the Trust and, consequently, an investment in the Shares.
The Trust’s lack of insurance
protection and the Shareholders’ limited rights of legal recourse against the Trust, the Trustee, the Sponsor, the Custodian,
any Zurich Sub-Custodian and any other sub-custodian exposes the Trust and its Shareholders to the risk of loss of the Trust’s
platinum for which no person is liable.
The Trust does not insure its platinum.
The Custodian maintains insurance with regard to its business on such terms and conditions as it considers appropriate in connection
with its custodial obligations and is responsible for all costs, fees and expenses arising from the insurance policy or policies.
The Trust is not a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of
coverage. Therefore, Shareholders cannot be assured that the Custodian maintains adequate insurance or any insurance with respect
to the platinum held by the Custodian on behalf of the Trust. In addition, the Custodian and the Trustee do not require the Zurich
Sub-Custodian or any other direct or indirect sub-custodians to be insured or bonded with respect to their custodial activities
or in respect of the platinum held by them on behalf of the Trust. Further, Shareholders’ recourse against the Trust, the
Trustee and the Sponsor, under New York law, the Custodian, the Zurich Sub-Custodian and any other sub-custodian under English
law and any other sub-custodian under the law governing their custody operations is limited. Consequently, a loss may be suffered
with respect to the Trust’s platinum which is not covered by insurance and for which no person is liable in damages.
The Custodian’s limited liability
under the Custody Agreements and English law may impair the ability of the Trust to recover losses concerning its platinum and
any recovery may be limited, even in the event of fraud, to the market value of the platinum at the time the fraud is discovered.
The liability of the Custodian is limited
under the Custody Agreements. Under the Custody Agreements between the Trustee and the Custodian which establish the Trust Unallocated
Account and the Trust Allocated Account, the Custodian is only liable for losses that are the direct result of its own negligence,
fraud or willful default in the performance of its duties. Any such liability is further limited to the market value of the platinum
lost or damaged at the time such negligence, fraud or willful default is discovered by the Custodian provided the Custodian notifies
the Trust and the Trustee promptly after the discovery of the loss or damage. Under each Authorized Participant Unallocated Bullion
Account Agreement (between the Custodian and an Authorized Participant establishing an Authorized Participant Unallocated Account),
the Custodian is not contractually or otherwise liable for any losses suffered by any Authorized Participant or Shareholder that
are not the direct result of its own gross negligence, fraud or willful default in the performance of its duties under such agreement,
and in no event will its liability exceed the market value of the balance in the Authorized Participant Unallocated Account at
the time such gross negligence, fraud or willful default is discovered by the Custodian. For any Authorized Participant Unallocated
Bullion Account Agreement between an Authorized Participant and another platinum clearing bank, the liability of the platinum clearing
bank to the Authorized Participant may be greater or lesser than the Custodian’s liability to the Authorized Participant
described in the preceding sentence, depending on the terms of the agreement. In addition, the Custodian will not be liable for
any delay in performance or any non-performance of any of its obligations under the Allocated Account Agreement, the Unallocated
Account Agreement or the Authorized Participant Unallocated Bullion Account Agreement by reason of any cause beyond its reasonable
control, including acts of God, war or terrorism. As a result, the recourse of the Trustee or a Shareholder, under English law,
is limited. Furthermore, under English common law, the Custodian, the Zurich Sub-Custodian or any other sub-custodian will not
be liable for any delay in the performance or any non-performance of its custodial obligations by reason of any cause beyond its
reasonable control.
The obligations of the Custodian, the
Zurich Sub-Custodian and any other sub-custodians are governed by English law, which may frustrate the Trust in attempting to seek
legal redress against the Custodian, the Zurich Sub-Custodian or any other sub-custodian concerning its platinum.
The obligations of the Custodian under
the Custody Agreements are, and the Authorized Participant Unallocated Bullion Account Agreements may be, governed by English law.
The Custodian has entered into arrangements with the Zurich Sub-Custodian and may enter into arrangements with any other sub-custodians
for the temporary custody of the Trust’s platinum, which arrangements may also
be governed by English law. The Trust is a New York common law trust. Any United States, New York or other court situated in the
United States may have difficulty interpreting English law (which, insofar as it relates to custody arrangements, is largely derived
from court rulings rather than statute), LPPM rules or the customs and practices in the London custody market. It may be difficult
or impossible for the Trust to sue the Zurich Sub-Custodian or any other sub-custodian in a United States, New York or other court
situated in the United States. In addition, it may be difficult, time consuming and/or expensive for the Trust to enforce in a
foreign court a judgment rendered by a United States, New York or other court situated in the United States.
Although the relationship between the
Custodian and the Zurich Sub-Custodian concerning the Trust’s allocated platinum is expressly governed by English law, a
court hearing any legal dispute concerning their arrangement may disregard that choice of law and apply Swiss law, in which case
the ability of the Trust to seek legal redress against the Zurich Sub-Custodian may be frustrated.
The obligations of the Zurich Sub-Custodian
under its arrangement with the Custodian with respect to the Trust’s allocated platinum is expressly governed by English
law. Nevertheless, a court in the United States, England or Switzerland may determine that English law should not apply and, instead,
apply Swiss law to that arrangement.
Not only might it be difficult or impossible
for a United States or English court to apply Swiss law to the Zurich Sub-Custodian’s arrangement, but application of Swiss
law may, among other things, alter the relative rights and obligations of the Custodian and the Zurich Sub-Custodian to the extent
that a loss to the Trust’s platinum may not have adequate or any legal redress. Further, the ability of the Trust to seek
legal redress against the Zurich Sub-Custodian may be frustrated by application of Swiss law.
The Trust may not have adequate sources
of recovery if its platinum is lost, damaged, stolen or destroyed.
If the Trust’s platinum is lost,
damaged, stolen or destroyed under circumstances rendering a party liable to the Trust, the responsible party may not have the
financial resources sufficient to satisfy the Trust’s claim. For example, as to a particular event of loss, the only source
of recovery for the Trust might be limited to the Custodian, the Zurich Sub-Custodian or any other sub-custodian or, to the extent
identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including
liability insurance coverage) to satisfy a valid claim of the Trust.
Shareholders and Authorized Participants
lack the right under the Custody Agreements to assert claims directly against the Custodian, the Zurich Sub-Custodian and any other
sub-custodian.
Neither the Shareholders nor any Authorized
Participant have a right under the Custody Agreements to assert a claim of the Trust against the Custodian, the Zurich Sub-Custodian
or any other sub-custodian. Claims under the Custody Agreements may only be asserted by the Trustee on behalf of the Trust.
The Custodian is reliant on the Zurich
Sub-Custodian for the safekeeping of all or a substantial portion of the Trust’s platinum. Furthermore, the Custodian has
limited obligations to oversee or monitor the Zurich Sub-Custodian. As a result, failure by any Zurich Sub-Custodian to exercise
due care in the safekeeping of the Trust’s platinum could result in a loss to the Trust.
Platinum generally trades on a loco London
or loco Zurich basis whereby the physical platinum is held in vaults located in London or Zurich or is transferred into accounts
established in London or Zurich. The Custodian does not have a vault in Zurich and is reliant on the Zurich Sub-Custodian for the
safekeeping of all or a substantial portion of the Trust’s allocated platinum. Other than obligations to (1) use reasonable
care in appointing the Zurich Sub-Custodian, (2) require any Zurich Sub-Custodian to segregate the platinum held by it for the
Trust from any other platinum held by it for the Custodian and any other customers of the Custodian by making appropriate entries
in its books and records and (3) ensure that the Zurich Sub-Custodian provides confirmation to the Trustee that it has undertaken
to segregate the platinum held by it for the Trust, the Custodian is not liable for the acts or omissions of the Zurich Sub-Custodian.
Other than as described above, the Custodian does not undertake to monitor the performance by the Zurich Sub-Custodian of its custody
functions. The Trustee’s obligation to monitor the performance of the Custodian is limited to receiving and reviewing the
reports of the Custodian. The Trustee does not monitor the performance of the Zurich Sub-Custodian or any other sub-custodian.
In addition, the ability of the Trustee and the Sponsor to monitor the performance of the Custodian may be limited because under
the Custody Agreements, the Trustee and the Sponsor have only limited rights to visit the premises of the Custodian or the Zurich
Sub-Custodian for the purpose of examining the Trust’s platinum and certain related records maintained by the Custodian or
the Zurich Sub-Custodian.
As a result of the above, any failure by
any Zurich Sub-Custodian to exercise due care in the safekeeping of the Trust’s platinum may not be detectable or controllable
by the Custodian or the Trustee and could result in a loss to the Trust.
The Custodian relies on its Zurich Sub-Custodian
to hold the platinum allocated to the Trust Allocated Account and used to settle redemptions. As a result, settlement of platinum
in connection with redemptions loco London may require more than two business days.
The Custodian is reliant on its Zurich
Sub-Custodian to hold the platinum allocated to the Trust Allocated Account in order to effect redemption of Shares. As a result,
in the case for redemption orders electing platinum deliveries to be received loco London, it may take longer than two business
days for platinum to be credited to the Authorized Participant Unallocated Account, which may result in a delay of settlement of
the redemption order that is settled loco London.
Because the Trustee does not, and the
Custodian has limited obligations to, oversee or monitor the activities of sub-custodians who may hold the Trust’s platinum,
failure by the sub-custodians to exercise due care in the safekeeping of the Trust’s platinum could result in a loss to the
Trust.
Under the Allocated Account Agreement,
the Custodian may appoint from time to time one or more sub-custodians to hold the Trust’s platinum on a temporary basis
pending delivery to the Custodian. The sub-custodian which the Custodian currently uses for platinum as of the date of this Prospectus
is UBS Zurich, but the Custodian may use other LPPM clearing members that provide bullion vaulting and clearing services to third
parties. The Custodian selects the Zurich Sub-Custodian, and the Zurich Sub-Custodian maintains custody of all of the Trust’s
allocated platinum to be held in Zurich for the Custodian. The Custodian is required under the Allocated Account Agreement to use
reasonable care in appointing the Zurich Sub-Custodian and any other sub-custodians, making the Custodian liable only for negligence
or bad faith in the selection of such sub-custodians, and has an obligation to use commercially reasonable efforts to obtain delivery
of the Trust’s platinum from any sub-custodians appointed by the Custodian. Otherwise, the Custodian is not liable for the
acts or omissions of its sub-custodians. These sub-custodians may in turn appoint further sub-custodians, but the Custodian is
not responsible for the appointment of these further sub-custodians. The Custodian does not undertake to monitor the performance
by sub-custodians of their custody functions or their selection of further sub-custodians. The Trustee does not monitor the performance
of the Custodian other than to review the reports provided by the Custodian pursuant to the Custody Agreements and does not undertake
to monitor the performance of any sub-custodian. Furthermore, except for the Zurich Sub-Custodian, the Trustee may have no right
to visit the premises of any sub-custodian for the purposes of examining the Trust’s platinum or any records maintained by
the sub-custodian, and no sub-custodian will be obligated to cooperate in any review the Trustee may wish to conduct of the facilities,
procedures, records or creditworthiness of such sub-custodian. In addition, the ability of the Trustee to monitor the performance
of the Custodian and the Zurich Sub-Custodian may be limited because under the Allocated Account Agreement and the Unallocated
Account Agreement the Trustee has only limited rights to visit the premises of the Custodian and the Zurich Sub-Custodian for the
purpose of examining the Trust’s platinum and certain related records maintained by the Custodian and the Zurich Sub-Custodian.
See “Custody of the Trust’s Platinum” for more information about sub-custodians that may hold the Trust’s
platinum.
The obligations of any sub-custodian
of the Trust’s platinum are not determined by contractual arrangements but by LPPM rules and London platinum market customs
and practices, which may prevent the Trust’s recovery of damages for losses on its platinum custodied with sub-custodians.
Except for the Custodian’s arrangement
with the Zurich Sub-Custodian, there are expected to be no written contractual arrangements between sub-custodians that hold the
Trust’s platinum and the Trustee or the Custodian because traditionally such arrangements are based on the LPPM’s rules
and on the customs and practices of the London platinum markets. In the event of a legal dispute with respect to or arising from
such arrangements, it may be difficult to define such customs and practices. The LPPM’s rules may be subject to change outside
the control of the Trust. Under English law, neither the Trustee nor the Custodian would have a supportable breach of contract
claim against a sub-custodian for losses relating to the safekeeping of platinum. If the Trust’s platinum is lost or damaged
while in the custody of a sub-custodian, the Trust may not be able to recover damages from the Custodian or the sub-custodian.
Whether a sub-custodian will be liable for the failure of sub-custodians appointed by it to exercise due care in the safekeeping
of the Trust’s platinum will depend on the facts and circumstances of the particular situation. Shareholders cannot be assured
that the Trustee will be able to recover damages from sub-custodians whether appointed by the Custodian or by another sub-custodian
for any losses relating to the safekeeping of platinum by such sub-custodians.
Platinum bullion allocated to the Trust
in connection with the creation of a Basket may not meet the London/Zurich Good Delivery Standards and, if a Basket is issued against
such platinum, the Trust may suffer a loss.
Neither the Trustee nor the Custodian independently
confirms the fineness of the physical platinum allocated to the Trust in connection with the creation of a Basket. The platinum
bullion allocated to the Trust by the Custodian may be different from the reported fineness or weight required by the LPPM’s
standards for platinum plates or ingots delivered in settlement of a platinum trade (London/Zurich Good Delivery Standards), the
standards required by the Trust. The Custodian is responsible to replace any platinum bullion that is different from the London/Zurich
Good Delivery Standards. If the Trustee nevertheless issues a Basket against such platinum, and if the Custodian fails to satisfy
its obligation to credit the Trust the amount of any deficiency, the Trust may suffer a loss.
Platinum held in the Trust’s unallocated
platinum account and any Authorized Participant’s unallocated platinum account is not segregated from the Custodian’s
assets. If the Custodian becomes insolvent, its assets may not be adequate to satisfy a claim by the Trust or any Authorized Participant.
In addition, in the event of the Custodian’s insolvency, there may be a delay and costs incurred in identifying the bullion
held in the Trust’s allocated platinum account.
Platinum which is part of a deposit for
a purchase order or part of a redemption distribution is held for a time in the Trust Unallocated Account and, previously or subsequently
in, the Authorized Participant Unallocated Account of the purchasing or redeeming Authorized Participant. During those times, the
Trust and the Authorized Participant, as the case may be, have no proprietary rights to any specific plates or ingots of platinum
held by the Custodian and are each an unsecured creditor of the Custodian with respect to the amount of platinum held in such unallocated
accounts. In addition, if the Custodian fails to allocate the Trust’s platinum in a timely manner, in the proper amounts
or otherwise in accordance with the terms of the Unallocated Account Agreement, or if a sub-custodian fails to so segregate platinum
held by it on behalf of the Trust, unallocated platinum will not be segregated from the Custodian’s assets, and the Trust
will be an unsecured creditor of the Custodian with respect to the amount so held in the event of the insolvency of the Custodian.
In the event the Custodian becomes insolvent, the Custodian’s assets might not be adequate to satisfy a claim by the Trust
or the Authorized Participant for the amount of platinum held in their respective unallocated platinum accounts.
In the case of the insolvency of the Custodian,
a liquidator may seek to freeze access to the platinum held in all of the accounts held by the Custodian, including the Trust Allocated
Account. Although the Trust would be able to claim ownership of properly allocated platinum, the Trust could incur expenses in
connection with asserting such claims, and the assertion of such a claim by the liquidator could delay creations and redemptions
of Baskets.
In issuing Baskets, the Trustee relies
on certain information received from the Custodian which is subject to confirmation after the Trustee has relied on the information.
If such information turns out to be incorrect, Baskets may be issued in exchange for an amount of platinum which is more or less
than the amount of platinum which is required to be deposited with the Trust.
The Custodian’s definitive records
are prepared after the close of its business day. However, when issuing Baskets, the Trustee relies on information reporting the
amount of platinum credited to the Trust’s accounts which it receives from the Custodian during the business day and which
is subject to correction during the preparation of the Custodian’s definitive records after the close of business. If the
information relied upon by the Trustee is incorrect, the amount of platinum actually received by the Trust may be more or less
than the amount required to be deposited for the issuance of Baskets.
GENERAL RISKS
The Trust relies on the information
and technology systems of the Trustee, the Custodian, the Marketing Agent and the Sponsor, which could be adversely affected by
information systems interruptions, cybersecurity attacks or other disruptions which could have a material adverse effect on the
Trust’s record keeping and operations.
The Custodian, the Trustee, the Marketing
Agent and the Sponsor depend upon information technology infrastructure, including network, hardware and software systems to conduct
their business as it relates to the Trust. A cybersecurity incident, or a failure to protect their computer systems, networks and
information against cybersecurity threats, could result in a loss of information and adversely impact their ability to conduct
their business, including their business on behalf of the Trust. Despite implementation of network and other cybersecurity measures,
their security measures may not be adequate to protect against all cybersecurity threats.
War,
a major terrorist attack and other geopolitical events, including but not limited to the war between Russia and Ukraine, outbreaks
or public health emergencies (as declared by the World Health Organization), the continuation or expansion of war or other hostilities,
or a prolonged government shutdown may cause volatility in the price of platinum due to the importance of a country or region to
the platinum markets, market access restrictions imposed on some local platinum producers and refiners, potential impacts to global
transportation and shipping and other supply chain disruptions. These events are unpredictable and may lead to extended periods
of price volatility.
The operations
of the Trust, the exchanges, brokers and counterparties with which the Trust does business, and the markets in which the Trust
does business, could be severely disrupted in the event of war, a major terrorist attack and other geopolitical events, including
but not limited to, the war between Russia and Ukraine, outbreaks or public health emergencies (as declared by the World Health
Organization), the continuation or expansion of war or other hostilities, or a prolonged government shutdown. Such events may cause
volatility in the price of platinum due to the importance of a country or region to the platinum markets, market access restrictions
imposed on some local platinum producers and refiners, or potential impacts to global transportation, shipping, and other supply
chain disruptions.
In late February
2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries
in the region and in the West. The responses of countries and political bodies to Russia’s actions, the larger overarching
tensions, and Ukraine’s military response and the potential for wider conflict may increase financial market volatility generally,
have severe adverse effects on regional and global economic markets, and cause volatility in the price of platinum and the share
price of the Trust. The conflict in Ukraine, along with global political fallout and implications including sanctions, shipping
disruptions, collateral war damage, and a potential expansion of the conflict beyond Ukraine’s borders, could disturb the
platinum markets. Russia is one of the world’s largest producers of several precious metals, including platinum. On April
8, 2022, the LPPM suspended its accreditation of two Russian refiners of platinum and palladium. The LPPM stated that existing
bars produced by the refiners before their suspension will still be accepted as good delivery. See “Risk Factors— The
price of physical platinum has fluctuated widely over the past several years” above for a discussion of how the Russian platinum
refiners' accreditation has impacted the platinum market and how Russia's production levels have impacted platinum prices subsequent
to the suspension.
War and other
geopolitical events in eastern Europe, including but not limited to Russia and Ukraine, may cause volatility in commodity prices
including precious metals prices. These events are unpredictable and may lead to extended periods of price volatility.
The Trust may be negatively impacted
by the effects of the spread of illnesses or other public health emergencies on the global economy and the markets and service
providers relevant to the performance of the Trust.
The COVID-19 pandemic has
adversely affected the economies of many nations and the entire global economy as well as individual issuers, assets and capital
markets and could continue to, and other future public health emergencies could, have serious negative effects on social, economic
and financial systems, including significant uncertainty and volatility in the financial markets. For instance, the suspension
of operations of mines, refineries and vaults that extract, produce or store platinum, restrictions on travel that delay or prevent
the transportation of platinum, and an increase in demand for platinum may disrupt supply chains for platinum, which could cause
secondary market spreads to widen and compromise our ability to settle transactions on time. Any inability of the Trust to issue
or redeem Shares or the Custodian or any sub-custodian to receive or deliver platinum as a result of the outbreak will negatively
affect the Trust’s operations. Future infectious illness outbreaks or other public health emergencies could have similar or other
unforeseen impacts and may exacerbate pre-existing political, social and economic risks in certain countries or globally, which
could adversely affect the value of the Shares.
A significant resurgence of the COVID-19
pandemic or other future public health emergencies could result in an increase of the costs of the Trust and affect liquidity in the
market for platinum, as well as the correlation between the price of the Shares and the net asset value of the Trust, any of which
could adversely affect the value of your Shares. In addition, the COVID-19 pandemic or other future public health emergencies could
impair the information technology and other operational systems upon which the Trust's service providers, including the Sponsor, the
Trustee and the Custodian, rely, and could otherwise disrupt the ability of employees of the Trust’s service providers to perform
essential tasks on behalf of the Trust. Governmental and quasi-governmental authorities and regulators throughout the world have at
times responded to major economic disruptions with a variety of fiscal and monetary policy changes, including, but not limited to,
direct capital infusions into companies and other issuers, new monetary tools and lower interest rates. An unexpected or sudden
reversal of these policies, or the ineffectiveness of these policies, is likely to increase volatility in the market for platinum,
which could adversely affect the price of the Shares.
Further, the COVID-19 pandemic or other
future public health emergencies could interfere with or prevent the operation of the electronic pricing system administered by
the LME to determine the LME PM Fix, which the Trustee uses to value the platinum held by the Trust and calculate the net asset
value of the Trust. The COVID-19 pandemic or other future public health emergencies could also cause the closure of futures exchanges,
which could eliminate the ability of Authorized Participants to hedge purchases of Baskets, increasing trading costs of Shares
and resulting in a sustained premium or discount in the Shares. Each of these outcomes would negatively impact the Trust.
Potential conflicts of interest may arise among the Sponsor
or its affiliates and the Trust.
Conflicts of interest may arise among the Sponsor and its affiliates,
on the one hand, and the Trust and its Shareholders, on the other hand. As a result of these conflicts, the Sponsor may favor its
own interests and the interests of its affiliates over the Trust and its Shareholders. As an example, the Sponsor, its affiliates
and their officers and employees are not prohibited from engaging in other businesses or activities, including those that might
be in direct competition with the Trust.
USE OF PROCEEDS
Proceeds received by the Trust from the
issuance and sale of Baskets, including the Shares (which are described on the front page of this prospectus) consist of platinum
deposits and, possibly from time to time, cash. Pursuant to the Trust Agreement, during the life of the Trust such proceeds will
only be (1) held by the Trust, (2) distributed to Authorized Participants in connection with the redemption of Baskets or (3) disbursed
to pay the Sponsor’s Fee or sold as needed to pay the Trust’s expenses not assumed by the Sponsor.
OVERVIEW OF THE PLATINUM INDUSTRY
Introduction
This section provides a brief introduction
to the platinum industry by looking at some of the key participants and detailing the primary sources of demand and supply.
Platinum Group Metals
Platinum and palladium are the two best known metals of the
six platinum group metals (“PGMs”). Platinum and palladium have the greatest economic importance and are found in the
largest quantities. The other four—iridium, rhodium, ruthenium and osmium—are produced only as co-products of platinum
and palladium. PGMs are known for their purity, high melting points and unique catalytic properties. In addition to their oxidation
and reduction properties, they are also extremely resistant to corrosion. PGMs are utilized in a number of industrial processes,
technologies and commercial applications. Their unique chemical and physical properties make PGMs an excellent raw material, catalyst
and ingredient for manufacturing processes. Consumer and industrial products made with platinum and other PGMs include flat panel
monitors, glass fiber, medical tools, computer hard drives, nylon and razors, among others. PGMs play a critical role in autocatalysis
and pollution control in the automotive sector.
PGM mining is heavily concentrated in southern Africa (South
Africa and Zimbabwe), with smaller percentages coming from the United States, Russia and other locations. South Africa is the world’s
leading platinum producer and one of the largest palladium producers. Russia is the second largest producer of platinum. All of
South Africa’s production is sourced from the Bushveld Igneous Complex, which hosts the world’s largest resource of
PGMs. Together, South Africa and Russia accounted for 83% of platinum mine supply in 2022.
World Platinum Supply and Demand 2013-2022
The following table sets forth
a summary of the world platinum supply and demand over the last 10 years (from 2013 to 2022) and is based on information reported
by Johnson Matthey PGM Market Reports – (2013-2022). As of the date of this Prospectus, final figures (i.e., non-forecasted)
for 2023 are not yet available.
| (thousands of ounces) |
2013 |
2014 |
2015 |
2016 |
2017 |
2018 |
2019 |
2020 |
2021 |
2022 |
| Primary supply1 |
|
|
|
|
|
|
|
|
|
|
| South Africa |
4,208 |
3,546 |
4,572 |
4,392 |
4,450 |
4,467 |
4,344 |
3,243 |
4,609 |
3,965 |
| Russia |
736 |
700 |
670 |
714 |
720 |
687 |
721 |
699 |
638 |
600 |
| North America |
322 |
346 |
354 |
370 |
368 |
370 |
367 |
334 |
279 |
266 |
| Zimbabwe |
410 |
401 |
400 |
489 |
466 |
474 |
451 |
482 |
465 |
488 |
| Others |
174 |
167 |
158 |
162 |
157 |
152 |
154 |
205 |
222 |
211 |
| Total primary supply |
5,850 |
5,160 |
6,154 |
6,127 |
6,161 |
6,150 |
6,037 |
4,963 |
6,213 |
5,530 |
| |
|
|
|
|
|
|
|
|
|
|
| Secondary supply2 |
|
|
|
|
|
|
|
|
|
|
| Automotive3 |
1,186 |
1,235 |
1,147 |
1,132 |
1,249 |
1,332 |
1,389 |
1,154 |
1,234 |
1,153 |
| Electronics/other |
24 |
28 |
30 |
32 |
35 |
38 |
40 |
38 |
44 |
51 |
| Jewelry |
790 |
762 |
574 |
738 |
746 |
699 |
663 |
506 |
367 |
264 |
| Total secondary supply |
2,000 |
2,025 |
1,751 |
1,902 |
2,030 |
2,069 |
2,092 |
1,698 |
1,645 |
1,468 |
| |
|
|
|
|
|
|
|
|
|
|
| Total combined supply |
7,850 |
7,185 |
7,905 |
8,029 |
8,191 |
8,219 |
8,129 |
6,661 |
7,858 |
6,998 |
| |
|
|
|
|
|
|
|
|
|
|
| Demand by application4 |
|
|
|
|
|
|
|
|
|
|
| Auto5 |
2,827 |
2,888 |
3,134 |
3,165 |
3,061 |
2,815 |
2,589 |
2,024 |
2,405 |
2,762 |
| Chemical |
522 |
576 |
502 |
477 |
453 |
654 |
665 |
615 |
677 |
699 |
| Dental & Biomedical |
217 |
214 |
227 |
227 |
238 |
241 |
254 |
218 |
224 |
253 |
| Electrical & Electronics |
219 |
224 |
227 |
227 |
224 |
228 |
215 |
226 |
259 |
235 |
| Glass |
102 |
143 |
227 |
247 |
314 |
501 |
468 |
507 |
908 |
594 |
| Investment |
871 |
277 |
451 |
620 |
361 |
67 |
1,131 |
1,022 |
-28 |
-565 |
| Jewelry6 |
2,984 |
2,839 |
2,746 |
2,413 |
2,385 |
2,258 |
2,073 |
1,657 |
1,468 |
1,344 |
| Petroleum |
146 |
172 |
140 |
186 |
228 |
380 |
262 |
287 |
216 |
230 |
| Pollution Control |
143 |
168 |
172 |
189 |
184 |
193 |
190 |
175 |
205 |
223 |
| Other |
388 |
438 |
464 |
498 |
530 |
531 |
542 |
417 |
444 |
483 |
| Demand |
8,419 |
7,939 |
8,290 |
8,249 |
7,978 |
7,868 |
8,389 |
7,148 |
6,778 |
6,258 |
| Total Demand |
8,419 |
7,939 |
8,290 |
8,249 |
7,978 |
7,868 |
8,389 |
7,148 |
6,778 |
6,258 |
| |
|
|
|
|
|
|
|
|
|
|
| Movements in stocks7 |
-569 |
-754 |
-385 |
-220 |
213 |
351 |
-260 |
-487 |
1,080 |
740 |
Source: Johnson Matthey PGM Market
Reports (2013-2022)
1 Primary supply: Supply
figures represent sales of primary PGM by producers and are allocated to the region where mining took place, rather than the region
of subsequent processing.
2 Secondary supply: Secondary
supply is the quantity of metal recovered from open-loop recycling (i.e. where the original purchaser does not retain ownership
of the PGM). Outside the automotive, jewelry and electronics markets, open-loop recycling is negligible.
3 Automotive recycling
represents the weight of metal recovered from end-of-life vehicles and aftermarket scrap. It does not include warranty or production
scrap.
4 Demand: Demand figures
for any given application represent the sum of industry demand for new metal in that application, net of any closed-loop recycling
(i.e. where industry participants retain ownership of the metal: an example would be recycling of spent chemical catalysts where
the metal is retained to be used on fresh catalyst that replaces the spent charge).
5 Automotive demand is
allocated to the region where the vehicle is manufactured and is accounted for at the time of vehicle production. It includes emissions
catalysts on vehicles, motorcycles and three-wheelers, as well as fuel cell vehicles. Non-road mobile machinery is counted as industrial
demand, in the pollution control category.
6 Jewelry demand is allocated
to the region where the finished jewelry is manufactured, not sold.
7 Movements in stocks:
This figure gives the overall market balance in any one year and reflects the extent of stocks that must be mobilised to balance
the market in that year. It is thus a proxy for changes in stocks held by fabricators, dealers, banks and depositories, but excludes
stocks held by primary and secondary refiners and final consumers. A positive figure (market surplus) thus reflects an increase
in global market stocks. A negative value (market deficit) indicates a decrease in global market stocks.
The following are some of the main characteristics of the platinum
market illustrated by the table:
The main supplier of platinum is South
Africa, providing approximately 72% of total mine supply over the past 10 years (2013-2022). Russia is the second largest
supplier of platinum. Its share of world production has averaged around 12% of total mine supply over the past ten years
ended 2022. Scrap supply, from recycling of autocatalysts and other sources, has accounted for an average of roughly 24% of total
supply over the last 10 years.
Over the ten years ended December 2022,
jewelry demand for platinum peaked at approximately 35% of total demand in 2014. Jewelry demand has since declined to 21%
total demand in 2022, following a consistent downward trend. Automotive demand for platinum, which accounted for around 34%
of total demand at the end of 2013, has increased to roughly 44% of total demand as of the end of 2022. Following two consecutive
years of growth, investment demand fell from a high of 14% in 2020 into negative territory in 2022 at (9%). Pollution control demand,
which captures the production demand of non-road vehicles such as agricultural equipment and industrial machinery as well as small
engines and stationary source emissions controls in factories that use technology that is similar to autocatalysts, increased to
4% of total demand in 2022.
World Platinum
Supply and Demand in 2023
While final (i.e., non-forecasted)
supply and demand figures for 2023 are not available as of the date of this Prospectus, the following is a general discussion of
supply and demand in 2023:
In 2023, platinum
production in South Africa has continued to impact global supply, as the country continues to experience power supply disruptions
along with rising electricity prices. Labor strikes, political instability, inflation and volatile prices, have compressed profit
margins and subsequently led to a decrease in expected supply from the world’s leading producer. While industry analysis
groups see potential for a nearly 1-million-ounce deficit in platinum in 2023, the price performance has not reflected this
sentiment over the course of the year as the market remains well supplied pulling from existing above ground stockpiles. Despite a
positive outlook at the beginning of the year, fueled by China’s rollback of COVID-19-related restrictions, that drove the
price as high as $1,128 per ounce on April 21, 2023, the Chinese economic rebound disappointed investors and the price of platinum
fell below 2022’s closing price. Some of the same challenges that have continued to impacted supply from South Africa are
expected to persist and the potential for Russian sanctions on platinum still exists. Thus, while the global macroeconomic outlook
remains unclear, the supply side issues and discounted price relative to palladium may benefit platinum moving forward. There are
two demand trends which are still in the early development stage that could potentially benefit platinum demand. One is consumer
preference for hybrid (gasoline and electric assist) vehicles where platinum is a preferred autocatalyst metal to palladium due to
the unique stop/start use case of hybrids. A second is the use of platinum in fuel cells of hydrogen powered vehicles.
Historical Chart of the Price of Platinum
The price of platinum is volatile and fluctuations
are expected to have a direct impact on the value of the Shares. However, movements in the price of platinum in the past are not
a reliable indicator of future movements. The following chart illustrates the movements in the price of an ounce of platinum in
U.S. Dollars from December 31, 2012 to December 31, 2023, and is based on information provided by Bloomberg:
Source: Bloomberg, abrdn.
Chart data from 12/31/2012 to 12/31/2023.
The following is a discussion of the movements in the price of platinum illustrated by the table:
In 2012, platinum prices rose on the back
of supply disruptions in South Africa, which has accounted for approximately 72% of total mine supply over the past 10 years (2013-2022).
A strike at one of South Africa’s biggest platinum mines caused the price of platinum to rise from $1,387 to $1,709 per ounce
in August 2012. At the beginning of 2013, Anglo American Platinum, the world’s biggest producer of the metal, announced its
intention to close four mine shafts and its consideration of selling another mine complex as part of a radical overhaul of its
South African operations. This statement prompted a strong reaction on platinum prices, which rose from $1,656 to $1,736 per ounce
in the days following the announcement, on fears of a further tightening in platinum supply. However, platinum’s correlation
to gold weighed on platinum prices in 2013 overall. Prolonged strikes at South African mines in 2014 led to the deepest supply
deficit in platinum since 1975 (the earliest date we have supply and demand data). However, that failed to arrest the price slide
which saw prices fall 11% in 2014, highlighting the extent of negative sentiment towards industrially-exposed precious metals.
Despite autocatalyst demand for platinum increasing in 2015, tightening nitrogen oxide emission standards have led to pessimism
about the future demand for platinum-heavy diesel autocatalysts relative to palladium-heavy gasoline autocatalysts. Further pessimistic
outlook for South Africa’s economy and its currency the South African Rand weighed on platinum prices throughout 2017, and
platinum continued to fall in 2018 driven by lackluster investor sentiment, a stronger US dollar, weaker diesel demand and rising
mine supply. Platinum prices bounced back, rising 19.9% to $952 per ounce at the end of 2019. After seeing the price fall as low
as $593 per ounce on March 19, 2020, platinum rebounded from pandemic lows and finished 2020 at $1,068 per ounce. At the time,
the steep climb in palladium price had led some investors to conclude that platinum appeared under-valued, in view of its potential
to substitute for palladium in automotive applications in the future. Additionally, the outlook for mining in South Africa was
increasingly uncertain, with producers facing steep increases in electricity prices, periodic disruption to power supplies and
a risk of industrial action during anticipated wage negotiations. In 2021, platinum took a back seat to risky assets, similarly
to other precious metals, as it returned -10% (as of December 31, 2021). Follow through from auto production disruptions during
the pandemic were a major contributor to the price performance in 2021. The price of platinum reached as high as $1,151 per ounce
on March 8, 2022, as Russia’s invasion of Ukraine and the threat of sanctions on Russian exports, including platinum, pushed
prices higher. However, while other precious metals (gold, silver, palladium) saw prices fluctuate throughout the year, platinum’s
volatility was much more pronounced within the first quarter of 2022, as the price fell roughly 15% by March 31, 2022, to close
the first quarter at $983 per ounce. Aggressive interest rate hikes by the U.S. Federal Reserve, a strong U.S. Dollar and risks
of diminishing global economic growth exerted additional pressure on prices, as the price of platinum fell as low as $831 per ounce
on July 14, 2022. Through the end of 2022, increasing autocatalyst demand and a growing substitution of platinum for palladium
contributed to ongoing physical market tightness, despite a global surplus, which saw the price of platinum increase roughly 24%
from July 14, 2022 through December 31, 2022 to $1,031 per ounce.
In 2023, a decrease in platinum production in South Africa, the world's leading producer, has continued to impact global supply (see “World
Platinum Supply and Demand in 2023” above for additional discussion). While industry analysis groups see
potential for a nearly 1-million-ounce deficit in platinum in 2023, the price performance has not reflected this sentiment over
the course of the year as the market remains well supplied pulling from existing above ground stockpiles. Despite a positive outlook
at the beginning of the year, fueled by China’s rollback of Covid-related restrictions, that drove the price as high as $1,128
per ounce on April 21, 2023, the Chinese economic rebound disappointed investors and led the price of platinum to fall as low as
$850 per ounce on November 13, 2023. While an end-of-year rally saw the price of platinum increase roughly 18% off the yearly low
to $1,000 per ounce, platinum ended the year approximately 3% below its 2022 closing price.
OPERATION OF THE PLATINUM MARKET
The global trade in platinum consists
of Over-the-Counter (“OTC”) transactions in spot, forwards, and options and other derivatives, together with exchange-traded
futures and options.
Global Over-The-Counter Market
The OTC market trades on a 24-hour per
day continuous basis and accounts for most global platinum trading. Market makers, as well as others in the OTC market, trade with
each other and with their clients on a principal-to-principal basis. All risks and issues of credit are between the parties directly
involved in the transaction. Market makers include the market making members of the LPPM, the trade association that acts as the
coordinator for activities conducted on behalf of its members and other participants in the LPPM. Five member participants of the
LPPM are currently participating in the LME PM Fix. The OTC market provides a relatively flexible market in terms of quotes, price,
size, destinations for delivery and other factors. Bullion dealers customize transactions to meet clients’ requirements.
The OTC market has no formal structure and no open outcry meeting place.
The main centers of the OTC market are
London, New York, Hong Kong and Zurich for platinum. Mining companies, manufacturers of jewelry and industrial products, together
with investors and speculators, tend to transact their business through one of these market centers. Centers such as Dubai and
several cities in the Far East also transact substantial OTC market business, typically involving jewelry and small plates or ingots
of platinum (1 kilogram or less) and will hedge their exposure by selling into one of these main OTC centers. Precious metals dealers
have offices around the world and most of the world’s major bullion dealers are either members or associate members of the
LBMA and/or the LPPM. In the OTC market for platinum, the standard size of trades between market makers is 1,000 ounces.
Liquidity in the OTC market can vary from
time to time during the course of the 24-hour trading day. Fluctuations in liquidity are reflected in adjustments to dealing spreads—the
differential between a dealer’s “buy” and “sell” prices. The period of greatest liquidity in the
platinum market generally occurs at the time of day when trading in the European time zones overlaps with trading in the United
States, which is when OTC market trading in London, New York, Zurich and other centers coincides with futures and options trading
on the COMEX. This period lasts for approximately four hours each New York business day morning.
The Platinum Market
The Zurich and London Platinum Bullion
Markets
Although the market for physical platinum
is distributed globally, most platinum is stored and most OTC market trades are cleared through Zurich. As of September 1, 2009,
London also serves as a center for the clearing of OTC trades in platinum. In addition to coordinating market activities, the LPPM
acts as the principal point of contact between the market and its regulators. A primary function of the LPPM is its involvement
in the promotion of refining standards by maintenance of the “London/Zurich Good Delivery Lists,” which are the lists
of LPPM accredited refiners of platinum. The LPPM also coordinates market clearing and vaulting, promotes good trading practices
and develops standard documentation.
Platinum is traded generally on a “loco
Zurich” basis, meaning the precious metal is physically held in vaults in Zurich or is transferred into accounts established
in Zurich. As of September 1, 2009, platinum began trading on a “loco London” basis as well, meaning the precious metal
is physically held in vaults in London or is transferred into accounts established in London. The basis for settlement and delivery
of a loco Zurich spot trade is payment (generally in U.S. Dollars) two business days after the trade date against delivery. Delivery
of the platinum can either be by physical delivery or through the clearing systems to an unallocated account.
The unit of trade in London and Zurich
is the troy ounce, whose conversion between grams is: 1,000 grams is equivalent to 32.1507465 troy ounces, and one troy ounce equals
31.1034768 grams. A good delivery platinum plate or ingot on the LPPM approved list is acceptable for delivery in settlement of
a transaction on the OTC market (a “Good Delivery Platinum Plate or Ingot”). A Good Delivery Platinum Plate or Ingot
must contain between 32 and 192 troy ounces of platinum with a minimum fineness (or purity) of 999.5 parts per 1,000 (99.95%),
be of good appearance, and be easy to handle and stack. The platinum content of a platinum Good Delivery Platinum Plate or Ingot
is calculated by multiplying the gross weight by the fineness of the plate or ingot. A Good Delivery Platinum Plate or Ingot must
also bear the stamp of one of the refiners who are on the LPPM approved list. Unless otherwise specified, the platinum spot price
always refers to the “Good Delivery Standards” set by the LPPM. Business is generally conducted over the phone and
through electronic dealing systems.
Since December 1, 2014, the LME has been
administering the operation of an electronic platinum bullion price fixing system (“LMEbullion”) that replicates electronically
the manual London platinum fix processes previously employed by the LPPFCL, as well as providing electronic market clearing processes
for platinum bullion transactions at the fixed prices established by the LME pricing mechanism. The LME’s electronic price
fixing processes, like the previous London platinum fix processes, establishes and publishes fixed prices for troy ounces of platinum
twice each London trading day during fixing sessions beginning at 9:45 a.m. London time (the “LME AM Fix”) and 2:00
p.m. London time (the “LME PM Fix”). In addition to utilizing the same London platinum fix standards and methods, the
LME also supervises the platinum electronic price fixing processes through its market operations, compliance, internal audit and
third-party complaint handling capabilities in order to support the integrity of the LME PM Fix. The LME, in administering LMEbullion,
uses a pricing methodology that meets the administrative and regulatory needs of platinum market participants, including the International
Organization of Securities Commission’s (IOSCO) Principles for Financial Benchmarks (the “IOSCO Principles”).
Daily during London trading hours the LME
AM Fix and the LME PM Fix each provide reference platinum prices for that day’s trading. Many long-term contracts will be
priced on the basis of either the LME AM Fix or the LME PM Fix, and market participants will usually refer to one or the other
of these prices when looking for a basis for valuations. The Trust values its platinum on the basis of the LME PM Fix.
Formal participation in the LME PM Fix
is limited to participating LPPM members. Five LPPM members are currently participating in establishing the LME PM Fix (Goldman
Sachs International, HSBC Bank USA NA, ICBC Standard Bank plc, Johnson Matthey plc and BASF Metals Ltd. ). Any other market
participant wishing to participate in the trading on the LME PM Fix is required to do so through one of the participating LPPM
members.
Orders are placed either with one of the
participating LPPM member participants or with another precious metals dealer who will then be in contact with a participating
LPPM member during the fixing. The fix begins with the chair reflecting the market price and other data, prevailing at the opening
of the fix. This is relayed by the LPPM member participants to their dealing rooms which have direct communication with all interested
parties. Any member participant may enter the fixing process at any time, or adjust or withdraw his order. The platinum price is
adjusted up or down until all the buy and sell orders are electronically matched, at which time the price is declared fixed. All
orders are transacted on the basis of this fixed price, which is instantly relayed to the market through various media.
The LBMA and the LME have asserted that
the LME’s electronic price fixing processes are similar to the non-electronic
processes previously used to establish the applicable London platinum fix where the London platinum fix process adjusted the platinum
price up or down until all the buy and sell orders entered by the participating LPPM members are matched, at which time the price
was declared fixed. Nevertheless, the LME PM Fix has several advantages over the previous London platinum fix. The LME’s
electronic price fixing processes are intended to be transparent. The LME asserts that its electronic price fixing processes are
fully auditable by third parties since an audit trail exists from the beginning of each fixing session. The LME also asserts that
the market operation, compliance, internal audit and third-party complaint handling capabilities of the LME supports the integrity
of the LME PM Fix.
Since December 1, 2014, the Sponsor determined
that the London platinum fix, which has been revised based on the new LME method and is now known as the LBMA Platinum Price (PM),
which we refer to herein as the LME PM Fix, is an appropriate basis for valuing platinum bullion received upon purchase of the
Trust’s Shares, delivered upon redemption of the Trust’s Shares and for determining the value of the Trust’s
platinum bullion each trading day. The Sponsor also has determined that the LME PM Fix will fairly represent the commercial value
of platinum bullion held by the Trust and, the “Benchmark Price” (as defined in the Trust Agreement) of the Trust’s
platinum bullion as of any day is the LME PM Fix for such day.
As of December 1, 2014, the LPPFCL transferred
ownership of the historic and future intellectual property of the twice daily “fix” for platinum and palladium bullion
to a subsidiary company of the LBMA.
Futures Exchanges
The most significant platinum futures exchanges
are the COMEX and the Tokyo Commodity Exchange, Inc. (“TOCOM”). The COMEX is the largest exchange in the world for
trading precious metals futures and options and launched platinum futures in 1956, followed with options in 1990. The TOCOM has
been trading platinum since 1984. Trading on these exchanges is based on fixed delivery dates and transaction sizes for the futures
and options contracts traded. Trading costs are negotiable. As a matter of practice, only a small percentage of the futures market
turnover ever comes to physical delivery of the platinum represented by the contracts traded. Both exchanges permit trading on
margin. Margin trading can add to the speculative risk involved given the potential for margin calls if the price moves against
the contract holder. The COMEX trades platinum futures almost continuously (with one short break in the evening) through its CME
Globex electronic trading system and clears through its central clearing system. On June 6, 2003, the TOCOM adopted a similar clearing
system. In each case, the exchange acts as a counterparty for each member for clearing purposes.
Market Regulation
The global platinum markets are overseen
and regulated by both governmental and self-regulatory organizations. In addition, certain trade associations have established
rules and protocols for market practices and participants. In the United Kingdom, responsibility for the regulation of the financial
market participants, including the major participating members of the LPPM, falls under the authority of the FCA as provided by
the Financial Services and Markets Act 2000 (“FSM Act”). Under this act, all U.K.-based banks, together with other
investment firms, are subject to a range of requirements, including fitness and properness, capital adequacy, liquidity, and systems
and controls.
The FCA is responsible for regulating investment
products, including derivatives, and those who deal in investment products. Regulation of spot, commercial forwards, and deposits
of platinum not covered by the FSM Act is provided for by The London Code of Conduct for Non-Investment Products, which was established
by market participants in conjunction with the Bank of England.
The TOCOM has authority to perform financial
and operational surveillance on its members’ trading activities, scrutinize positions held by members and large-scale customers,
and monitor the price movements of futures markets by comparing them with cash and other derivative markets’ prices. To act
as a Futures Commission Merchant Broker on the TOCOM, a broker must obtain a license from Japan’s Ministry of Economy, Trade
and Industry, the regulatory authority that oversees the operations of the TOCOM.
The CFTC regulates trading in commodity
contracts, such as futures, options and swaps. In addition, under the CEA, the CFTC has jurisdiction to prosecute manipulation
and fraud in any commodity (including precious metals) traded in interstate commerce as spot as well as deliverable forwards. The
CFTC is the exclusive regulator of U.S. commodity exchanges and clearing houses.
Not A Regulated Commodity Pool
The Trust does not trade in platinum futures
or options contracts on the COMEX or on any other futures exchange and does not enter into swaps or options on platinum and does
not trade other commodity contracts that would qualify as “commodity interests”. The Trust takes delivery of physical
platinum that complies with the LPPM platinum delivery rules. Because the Trust does not trade in platinum futures contracts on
any futures exchange, the Trust is not regulated by the CFTC under the CEA as a “commodity pool,” and is not operated
by a CFTC-regulated commodity pool operator. Investors in the Trust do not receive the regulatory protections afforded to investors
in regulated commodity pools, nor may the COMEX or any futures exchange enforce its rules with respect to the Trust’s activities.
In addition, investors in the Trust do not benefit from the protections afforded to investors in platinum futures contracts on
regulated futures exchanges.
BUSINESS OF THE TRUST
The activities of the Trust are limited
to (1) issuing Baskets in exchange for the platinum deposited with the Custodian as consideration, (2) delivering platinum as necessary
to cover the Sponsor’s Fee and selling platinum as necessary to pay Trust expenses not assumed by the Sponsor and other liabilities
and (3) delivering platinum in exchange for Baskets surrendered for redemption. The Trust is not actively managed. It does not
engage in any activities designed to obtain a profit from, or to ameliorate losses caused by, changes in the price of platinum.
Trust Objective
The investment objective of the Trust is
for the Shares to reflect the performance of the price of physical platinum, less the Trust’s expenses. The Shares are intended
to constitute a simple and cost-effective means of making an investment similar to an investment in platinum. An investment in
physical platinum requires expensive and sometimes complicated arrangements in connection with the assay, transportation, warehousing
and insurance of the metal. Although the Shares are not the exact equivalent of an investment in platinum, they provide investors
with an alternative that allows a level of participation in the platinum market through the securities market.
Strategy Behind the Shares
The Shares are intended to offer investors
an opportunity to participate in the platinum market through an investment in securities. The logistics of storing and insuring
platinum are dealt with by the Custodian and the related expenses are built into the price of the Shares. Therefore, the investor
does not have any additional tasks or costs over and above those associated with dealing in any other publicly traded security.
The Shares are intended to provide institutional
and retail investors with a simple and cost-efficient means, with minimal credit risk, of gaining investment benefits similar to
those of holding physical platinum bullion. The Shares offer an investment that is:
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Easily Accessible and Relatively Cost Efficient. Investors can access the platinum market through a traditional brokerage account. The Sponsor believes that investors are able to more effectively implement strategic and tactical asset allocation strategies that use platinum by using the Shares instead of using the traditional means of purchasing, trading and holding platinum, and for many investors, transaction costs related to the Shares are lower than those associated with the purchase, storage and insurance of physical platinum. |
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Exchange Traded and Transparent. The Shares trade on the NYSE Arca, providing investors with an efficient means to implement various investment strategies. The Shares are eligible for margin accounts and are backed by the assets of the Trust and the Trust does not hold or employ any derivative securities. Furthermore, the value of the Trust’s holdings are reported on the Trust’s website daily. |
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Minimal Credit Risk. The Shares represent an interest in physical platinum owned by the Trust (other than an amount held in unallocated form which is not sufficient to make up a whole plate or ingot, or which is held temporarily in unallocated form to effect a creation or redemption of Shares). Physical platinum of the Trust in the Custodian’s possession is not subject to borrowing arrangements with third parties. Other than the platinum temporarily being held in an unallocated platinum account with the Custodian, the physical platinum of the Trust is not subject to counterparty or credit risks. See “Risk Factors—Platinum held in the Trust’s unallocated platinum account and any Authorized Participant’s unallocated platinum account is not segregated from the Custodian’s assets....” This contrasts with most other financial products that gain exposure to platinum through the use of derivatives that are subject to counterparty and credit risks. |
The Trust differentiates itself from competing
Platinum ETPs in the following ways:
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Location of Platinum Vault. The Trust’s Custodian holds platinum bullion in a secure vault in London or with a sub-custodian in Zurich. This custodial arrangement differentiates the Trust from other precious metals ETPs, which may custody bullion in locations such as the United States, Canada, the United Kingdom or Switzerland or which may use financial instruments to seek their investment objectives. The geographic and political considerations of owning platinum in London or Zurich may appeal to certain investors. |
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Experienced Management Team. The Sponsor has operated the Trust since its inception on December 30, 2009. The management team of the Sponsor has established a long track record of operating precious metals ETPs backed by physical gold, silver, platinum and palladium. Prior to April 27, 2018, the Sponsor was wholly-owned by ETF Securities Limited, a Jersey, Channel Islands based company. Effective April 27, 2018, ETF Securities Limited sold its membership interest in the Sponsor to abrdn Inc. See “Prospectus Summary—Trust Structure” for more information regarding abrdn Inc.’s acquisition of the Trust’s Sponsor. |
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Platinum Plate and Ingot List. In the interests of transparency, the Custodian maintains a list of the uniquely identifiable platinum ingots and plates held by the Trust. This list is updated daily and published at www.abrdn.com/usa/etf. Although some precious metals ETPs that custody physical bullion, such as the Trust, may utilize similar disclosure, United States and non-United States precious metals ETPs that do not hold platinum in allocated form do not maintain inventory reports of platinum holdings. |
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Vault Inspection. The Sponsor has contracted with a specialist bullion assaying firm to normally provide biannual inspections of the platinum plates and ingots held on behalf of the Trust. Under normal circumstances, one inspection will be conducted at the end of each calendar year and the other at random, with the consent of the Custodian, on a date selected by the assaying firm. The inspections may be conducted in person or by performing other appropriate procedures. Other Platinum ETPs may not allow third party inspections of bullion bar, plate or ingot holdings. |
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Custodian. The Custodian of the Trust’s platinum is JPMorgan Chase Bank, N.A. The Custodian may be different for other Platinum ETPs. |
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Allocated Platinum. The Trust holds physical platinum in allocated form with the Custodian in the Custodian’s London vaulting premises or the Zurich Sub-Custodian’s Zurich vaulting premises. The physical allocated platinum of the Trust is not subject to counterparty or credit risks. A small portion of the Trust’s physical platinum bullion, which amount is not expected to exceed 192 ounces of platinum on any given day, is held in unallocated form. This may differ from other Platinum ETPs that provide platinum exposure through other means, such as the use of financial instruments. |
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Structure. The Shares intend to track the performance of the price of platinum bullion, less the Trust’s expenses. The Trust seeks to achieve this objective by holding physical platinum bullion. This structure may be different from other precious metals ETPs that seek to track the performance of the price of physical platinum through the use of commodity futures contracts or through derivatives. |
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Sponsor’s Fee. The Sponsor’s Fee associated with the Trust is a competitive factor that may influence an investor’s decision to purchase Shares. |
Secondary Market Trading
While the Trust’s investment objective
is for the Shares to reflect the performance of the price of physical platinum, less the Trust’s expenses, the Shares may
trade in the secondary market on the NYSE Arca at prices that are lower or higher relative to their NAV per Share. The amount of
the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between
the NYSE Arca, COMEX, and the London and Zurich platinum bullion markets. While the Shares trade on the NYSE Arca until 4:00 p.m.
New York time, liquidity in the global platinum markets is reduced after the close of the COMEX at 1:30 p.m. New York time. As
a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may widen.
Trust Expenses
The Trust’s only ordinary recurring
expense is the Sponsor’s Fee. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume the organizational
expenses of the Trust and the following administrative and marketing expenses incurred by the Trust: the Trustee’s monthly
fee and out-of-pocket expenses, the Custodian’s fee and reimbursement of the Custodian’s expenses under the Custody
Agreements, Exchange listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in
legal expenses.
The Sponsor’s Fee accrues daily at
an annualized rate equal to 0.60% of the ANAV of the Trust and is payable monthly in arrears. The Sponsor, from time to time, may
temporarily waive all or a portion of the Sponsor’s Fee at its discretion for a stated period of time. Presently, the Sponsor
does not intend to waive any of its fee.
Furthermore, the Sponsor may, in its sole
discretion, agree to rebate all or a portion of the Sponsor’s Fee attributable to Shares held by certain institutional investors
subject to minimum shareholding and lock up requirements as determined by the Sponsor to foster stability in the Trust’s
asset levels. Any such rebate will be subject to negotiation and written agreement between the Sponsor and the investor on a case-by-case
basis. The Sponsor is under no obligation to provide any rebates of the Sponsor’s Fee. Neither the Trust nor the Trustee
will be a party to any Sponsor’s Fee rebate arrangements negotiated by the Sponsor. Any Sponsor’s Fee rebate shall
be paid from the funds of the Sponsor and not from the assets of the Trust.
The Sponsor’s Fee is paid by delivery
of platinum to an account maintained by the Custodian for the Sponsor on an unallocated basis, monthly on the first business day
of the month in respect of fees payable for the prior month. The delivery is of that number of ounces of platinum which equals
the daily accrual of the Sponsor’s Fee for such prior month calculated at the LME PM Fix.
The Trustee will, when directed by the
Sponsor, and, in the absence of such direction, may, in its discretion, sell platinum in such quantity and at such times as may
be necessary to permit payment in cash of Trust expenses not assumed by the Sponsor. The Trustee is authorized to sell platinum
at such times and in the smallest amounts required to permit such payments as they become due, it being the intention to avoid
or minimize the Trust’s holdings of assets other than platinum. Accordingly, the amount of platinum to be sold will vary
from time to time depending on the level of the Trust’s expenses and the market price of platinum. The Custodian is authorized
to purchase from the Trust, at the request of the Trustee, platinum needed to cover Trust expenses not assumed by the Sponsor at
the price used by the Trustee to determine the value of the platinum held by the Trust on the date of the sale.
Cash held by the Trustee pending payment
of the Trust’s expenses will not bear any interest. Each delivery or sale of platinum by the Trust to pay the Sponsor’s
Fee or other Trust expenses will be a taxable event to Shareholders. See “United States Federal Income Tax Consequences—Taxation
of US Shareholders.”
Impact of Trust Expenses on the Trust’s
Net Asset Value
The Trust delivers platinum to the Sponsor
to pay the Sponsor’s Fee and sells platinum to raise the funds needed for the payment of all Trust expenses not assumed by
the Sponsor. The purchase price received as consideration for such sales is the Trust’s sole source of funds to cover its
liabilities. The Trust does not engage in any activity designed to derive a profit from changes in the price of platinum. Platinum
not needed to redeem Baskets, or to cover the Sponsor’s Fee and Trust expenses not assumed by the Sponsor, is held in physical
form by the Custodian (except for residual amounts not exceeding 192 ounces of platinum, the maximum weight to make one Good Delivery
Platinum Plate or Ingot, which will be held in unallocated form by the Custodian on behalf of the Trust). As a result of the recurring
deliveries of platinum necessary to pay the Sponsor’s Fee in-kind and potential sales of platinum to pay in cash the Trust
expenses not assumed by the Sponsor, the NAV of the Trust and, correspondingly, the fractional amount of physical platinum represented
by each Share will decrease proportionately over the life of the Trust. New deposits of platinum, received in exchange for additional
new Baskets issued by the Trust, will not reverse this trend.
Hypothetical Expense Example
The following table, prepared by the Sponsor,
illustrates the anticipated impact of the deliveries and sales of platinum discussed above on the fractional amount of platinum
represented by each outstanding Share for three years. It assumes that the only dispositions of platinum will be those deliveries
needed to pay the Sponsor’s Fee and that the price of platinum and the number of Shares remain constant during the three-year
period covered. The table does not show the impact of any extraordinary expenses the Trust may incur. Any such extraordinary expenses,
if and when incurred, will accelerate the proportional decrease in the fractional amount of platinum represented by each Share.
In addition, the table does not show the effect of any waivers of the Sponsor’s Fee that may be in effect from time to time.
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Year |
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1 |
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2 |
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3 |
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| Hypothetical platinum price per ounce |
|
$ |
1,000.00 |
|
$ |
1,000.00 |
|
$ |
1,000.00 |
|
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| Sponsor’s Fee |
|
|
0.60 |
% |
|
0.60 |
% |
|
0.60 |
% |
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| Shares of Trust, beginning |
|
|
100,000.00 |
|
|
100,000.00 |
|
|
100,000.00 |
|
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| Ounces of platinum in Trust, beginning |
|
|
10,000.00 |
|
|
9,940.00 |
|
|
9,880.36 |
|
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| Beginning adjusted net asset value of the Trust |
|
$ |
10,000,000.00 |
|
$ |
9,940,000.00 |
|
$ |
9,880,360.00 |
|
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| Ounces of platinum to be delivered to cover Sponsor’s Fee |
|
|
60.00 |
|
|
59.64 |
|
|
59.28 |
|
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| Ounces of platinum in Trust, ending |
|
|
9,940.00 |
|
|
9,880.36 |
|
|
9,821.08 |
|
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|
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| Ending adjusted net asset value of the Trust |
|
$ |
9,940,000.00 |
|
$ |
9,880,360.00 |
|
$ |
9,821,078.00 |
|
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| Ending NAV per share |
|
$ |
99.40 |
|
$ |
98.80 |
|
$ |
98.21 |
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DESCRIPTION OF THE TRUST
The Trust is a common law trust, formed on December 30, 2009
under New York law pursuant to the Trust Agreement. The name of the Trust is abrdn Platinum ETF Trust (known as Aberdeen Standard
Platinum ETF Trust prior to March 31, 2022 and ETFS Platinum Trust prior to October 1, 2018). The Trust holds platinum and is expected
from time to time to issue Baskets in exchange for deposits of platinum and to distribute platinum in connection with redemptions
of Baskets. The investment objective of the Trust is for the Shares to reflect the performance of the price of physical platinum,
less the Trust’s expenses. The Sponsor believes that, for many investors, the Shares represent a cost-effective investment
relative to traditional means of investing in platinum. The material terms of the Trust Agreement are discussed under “Description
of the Trust Agreement.” The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust.
The Trust is not managed like a corporation or an active investment vehicle. The platinum held by the Trust will only be delivered
to pay the Sponsor’s Fee, distributed to Authorized Participants in connection with the redemption of Baskets or sold (1)
on an as-needed basis to pay Trust expenses not assumed by the Sponsor, (2) in the event the Trust terminates and liquidates its
assets, or (3) as otherwise required by law or regulation. The delivery or sale of platinum to pay fees and expenses by the Trust
is a taxable event to Shareholders. See “United States Federal Income Tax Consequences—Taxation of US Shareholders.”
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. The Trust does not hold or trade in commodity futures
contracts, “commodity interests” or any other instruments regulated by the CEA, as administered by the CFTC or NFA.
The Trust is not a commodity pool for purposes of the CEA, and neither the Sponsor, nor the Trustee is subject to regulation as
a commodity pool operator or a commodity trading adviser in connection with the Trust or Shares.
The Trust creates and redeems Shares from time to time but only
in Baskets (a Basket equals a block of 50,000 Shares). The number of outstanding Shares is expected to increase and decrease from
time to time as a result of the creation and redemption of Baskets. The creation and redemption of Baskets requires the delivery
to the Trust or the distribution by the Trust of the amount of platinum and any cash represented by the Baskets being created or
redeemed. The total amount of platinum and any cash required for the creation of Baskets is based on the combined NAV of the number
of Baskets being created or redeemed. The number of ounces of platinum required to create a Basket or to be delivered upon a redemption
of a Basket gradually decreases over time. This is because the Shares comprising a Basket represent a decreasing amount of platinum
due to the delivery or sale of the Trust’s platinum to pay the Sponsor’s Fee or the Trust’s expenses not assumed
by the Sponsor. Baskets may be created or redeemed only by Authorized Participants, who pay a transaction fee of $500 for each
order to create or redeem Baskets. Authorized Participants may sell to other investors all or part of the Shares included in the
Baskets they purchase from the Trust. See “Plan of Distribution.”
The Trustee determines the NAV of the Trust on each day that
the NYSE Arca is open for regular trading, as promptly as practicable after 4:00 p.m. New York time. The NAV of the Trust is the
aggregate value of the Trust’s assets less its estimated accrued but unpaid liabilities (which include accrued expenses).
In determining the Trust’s NAV, the Trustee values the platinum held by the Trust based on the LME PM Fix price for a troy
ounce of platinum or such other publicly available price as the Sponsor may deem fairly represents the commercial value of the
Trust’s platinum. The Trustee also determines the NAV per Share. If on a day when the Trust’s NAV is being calculated
the LME PM Fix is not available or has not been announced by 4:00 p.m. New York time, the platinum price from the next most recent
LME PM Fix is used, unless the Sponsor determines that such price is inappropriate to use.
The Trust’s assets consist of allocated physical platinum,
platinum credited to an unallocated platinum account and, from time to time, cash, which is used to pay expenses not assumed by
the Sponsor. Except for the transfer of platinum in or out of the Trust Unallocated Account in connection with the creation or
redemption of Baskets, upon a delivery of platinum to pay the Sponsor’s Fee or upon a sale of platinum to pay the Trust’s
expenses not assumed by the Sponsor, it is anticipated that only a small amount of unallocated platinum will be held in the Trust
Unallocated Account. Cash held by the Trust will not generate any income. Each Share represents a proportional interest, based
on the total number of Shares outstanding, in the platinum and any cash held by the Trust, less the Trust’s liabilities (which
include accrued but unpaid fees and expenses). The Sponsor expects that the secondary market trading price of the Shares will fluctuate
over time in response to the price of platinum. In addition, the Sponsor expects that the trading price of the Shares will reflect
the estimated accrued but unpaid expenses of the Trust.
Investors may obtain on a 24-hour basis platinum pricing information
based on the spot price for an ounce of platinum from various financial information service providers. Current spot prices are
also generally available with bid/ask spreads from physical platinum dealers. In addition, the Trust’s website (www.abrdn.com/usa/etf)
provides ongoing pricing information for platinum spot prices and the Shares. Market prices for the Shares are available from a
variety of sources including brokerage firms, information websites and other information service providers. The NAV of the Trust
is published by the Sponsor on each day that the NYSE Arca is open for regular trading and is posted on the Trust’s website.
The Trust has no fixed termination date.
THE SPONSOR
The Trust’s Sponsor is abrdn ETFs
Sponsor LLC (known as Aberdeen Standard Investments ETFs Sponsor LLC prior to March 1, 2022 and ETF Securities USA LLC prior to
October 1, 2018), a Delaware limited liability company formed on June 17, 2009.
The Sponsor’s office is located at
c/o abrdn ETFs Sponsor LLC, 1900 Market Street, Suite 200, Philadelphia, PA 19103. Prior to April 27, 2018, the Sponsor was wholly-owned
by ETF Securities Limited, a Jersey, Channel Islands based company. Effective April 27, 2018, ETF Securities Limited sold its membership
interest in the Sponsor to abrdn Inc. (known as Aberdeen Standard Investments Inc. prior to January 1, 2022), a Delaware corporation.
As a result of the sale, abrdn Inc. became the sole member of the Sponsor. abrdn Inc. is a wholly-owned indirect subsidiary of
Standard Life Aberdeen plc, which together with its affiliates and subsidiaries, is collectively referred to as “abrdn.”
Under the Delaware Limited Liability Company Act and the governing documents of the Sponsor, the sole member of the Sponsor, abrdn
Inc., is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason of being the sole member of
the Sponsor.
The Sponsor’s Role
The Sponsor arranged for the creation of
the Trust and is responsible for the ongoing registration of the Shares for their public offering in the United States and the
listing of the Shares on the NYSE Arca. The Sponsor has agreed to assume the organizational expenses of the Trust and the following
administrative and marketing expenses incurred by the Trust: the Trustee’s monthly fee and out-of-pocket expenses, the Custodian’s
fee and the reimbursement of the Custodian’s expenses under the Custody Agreements, Exchange listing fees, SEC registration
fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal expenses. The Sponsor also paid the costs of
the Trust’s organization and the initial sale of the Shares, including the applicable SEC registration fees.
The Sponsor does not exercise day-to-day
oversight over the Trustee or the Custodian. The Sponsor may remove the Trustee and appoint a successor Trustee (1) if the Trustee
ceases to meet certain objective requirements (including the requirement that it have capital, surplus and undivided profits of
at least $150 million); (2) if, having received written notice of a material breach of its obligations under the Trust Agreement,
the Trustee has not cured the breach within 30 days; or (3) if the Trustee refuses to consent to the implementation of an amendment
to the Trust’s initial Internal Control Over Financial Reporting. The Sponsor also has the right to replace the Trustee during
the 90 days following any merger, consolidation or conversion in which the Trustee is not the surviving entity or, in its discretion,
on the fifth anniversary of the creation of the Trust or on any subsequent third anniversary thereafter. The Sponsor also has the
right to approve any new or additional custodian that the Trustee may wish to appoint and any new or additional sub-custodian,
including the Zurich Sub-Custodian, that the Custodian may wish to appoint.
The Sponsor or one of its affiliates or
agents (1) develops a marketing plan for the Trust on an ongoing basis, (2) prepares marketing materials regarding the Shares,
including the content of the Trust’s website and (3) executes the marketing plan for the Trust.
THE TRUSTEE
The Bank of New York Mellon, a banking
corporation organized under the laws of the State of New York with trust powers (“BNYM”), serves as the Trustee. BNYM
has a trust office at 2 Hanson Place, Brooklyn, New York 11217. BNYM is subject to supervision by the New York State Financial
Services Department and the Board of Governors of the Federal Reserve System. Information regarding creation and redemption Basket
composition, NAV of the Trust, transaction fees and the names of the parties that have each executed an Authorized Participant
Agreement may be obtained from BNYM. A copy of the Trust Agreement is available for inspection at BNYM’s trust office identified
above. Under the Trust Agreement, the Trustee is required to have capital, surplus and undivided profits of at least $150 million.
The Trustee’s Role
The Trustee is generally responsible for
the day-to-day administration of the Trust, including keeping the Trust’s operational records. The Trustee’s principal
responsibilities include (1) transferring the Trust’s platinum as needed to pay the Sponsor’s Fee in platinum (platinum
transfers are expected to occur approximately monthly in the ordinary course), (2) valuing the Trust’s platinum and calculating
the NAV of the Trust and the NAV per Share, (3) receiving and processing orders from Authorized Participants to create and redeem
Baskets and coordinating the processing of such orders with the Custodian and DTC, (4) selling the Trust’s platinum as needed
to pay any extraordinary Trust expenses that are not assumed by the Sponsor, (5) when appropriate, making distributions of cash
or other property to Shareholders, and (6) receiving and reviewing reports from or on the Custodian’s custody of and transactions
in the Trust’s platinum. The Trustee shall, with respect to directing the Custodian, act in accordance with the instructions
of the Sponsor. If the Custodian resigns, the Trustee shall appoint an additional or replacement custodian selected by the Sponsor.
The Trustee intends to regularly communicate
with the Sponsor to monitor the overall performance of the Trust. The Trustee does not monitor the performance of the Custodian,
the Zurich Sub-Custodian or any other sub-custodian other than to review the reports provided by the Custodian pursuant to the
Custody Agreements. The Trustee, along with the Sponsor, liaises with the Trust’s legal, accounting and other professional
service providers as needed. The Trustee assists and supports the Sponsor with the preparation of all periodic reports required
to be filed with the SEC on behalf of the Trust.
The Trustee’s monthly fees and out-of-pocket
expenses are paid by the Sponsor.
Affiliates of the Trustee may from time
to time act as Authorized Participants or purchase or sell platinum or Shares for their own account, as agent for their customers
and for accounts over which they exercise investment discretion. Affiliates of the Trustee are subject to the same transaction
fee as other Authorized Participants.
THE CUSTODIAN
JPMorgan Chase Bank, N.A. (“JPMorgan”)
serves as the Custodian of the Trust’s platinum. JPMorgan is a national banking association organized under the laws of the
United States of America. JPMorgan is subject to supervision by the Federal Reserve Bank of New York and the Federal Deposit Insurance
Corporation. JPMorgan’s London office is regulated by the FCA and is located at 25 Bank Street, Canary Wharf, London, E14
5JP, United Kingdom. JPMorgan is a subsidiary of JPMorgan Chase & Co. While the U.K. operations of the Custodian are regulated
by the FCA, the custodial services provided by the Custodian and any sub-custodian, including the Zurich Sub-Custodian under the
Custody Agreements are presently not a regulated activity subject to the supervision and rules of the FCA. As of the date of the
Custody Agreements, the Zurich Sub-Custodian selected by the Custodian was UBS AG, which is located at 45 Bahnhofstrasse, 8001
Zurich, Switzerland.
The Custodian’s Role
The Custodian is responsible for the safekeeping
of the Trust’s platinum deposited with it by Authorized Participants in connection with the creation of Baskets. The Custodian
is also responsible for selecting the Zurich Sub-Custodian and its other direct sub-custodians, if any. The Custodian facilitates
the transfer of platinum in and out of the Trust through the unallocated platinum accounts it maintains for each Authorized Participant
and the unallocated and allocated platinum accounts it will maintain for the Trust. The Custodian holds at its London, England
vault premises that portion of the Trust’s allocated platinum to be held in London. The Zurich Sub-Custodian holds at its
Zurich, Switzerland vault premises that portion of the Trust’s allocated platinum to be held in Zurich on behalf of the Custodian.
The Custodian is responsible for allocating specific plates or ingots of physical platinum to the Trust’s allocated platinum
account. The Custodian provides the Trustee with regular reports detailing the platinum transfers in and out of the Trust’s
unallocated and allocated platinum accounts and identifying the platinum plates or ingots held in the Trust’s allocated platinum
account.
The Custodian’s fees and expenses
under the Custody Agreements are paid by the Sponsor.
The Custodian and its affiliates may from
time to time act as Authorized Participants or purchase or sell platinum or Shares for their own account, as agent for their customers
and for accounts over which they exercise investment discretion. Affiliates of the Custodian are subject to the same transaction
fee as other Authorized Participants.
Inspection of Platinum
Under the Custody Agreements, the Trustee,
the Sponsor and the Sponsor’s auditors and inspectors may, under normal circumstances and only up to twice a year, visit
the premises of the Custodian or the Zurich Sub-Custodian for the purpose of examining the Trust’s platinum and certain related
records maintained by the Custodian. Any such inspection rights with respect to the Zurich Sub-Custodian are expected to be granted
in accordance with the normal course of dealing between the Custodian and the Zurich Sub-Custodian. Visits by auditors and inspectors
to the Zurich Sub-Custodian’s facilities will be arranged through the Custodian. Other than with respect to the Zurich Sub-Custodian,
the Trustee and the Sponsor have no right to visit the premises of any sub-custodian for the purposes of examining the Trust’s
platinum or any records maintained by the sub-custodian, and no sub-custodian is obligated to cooperate in any review the Trustee
or the Sponsor may wish to conduct of the facilities, procedures, records or creditworthiness of such sub-custodian.
The Sponsor has exercised its right to
visit the Custodian and the Zurich Sub-Custodian in order to examine the platinum and the records maintained by the Custodian.
An inspection was most recently conducted by Bureau Veritas Commodities UK Ltd, a
leading commodity inspection and testing company retained by the Sponsor, as of August 10, 2023. The results can be found on www.abrdn.com/usa/etf.
There can be no guarantee that the Sponsor
or the Trust’s auditors and inspectors will be able to perform physical inspections of the Trust’s platinum as planned.
Local policies, regulations, or ordinances, as well as polices or restrictions adopted by the Custodian, any Zurich Sub-Custodian,
or any other sub-custodian, may temporarily prevent, or otherwise impair the ability of, the Sponsor or the Trust’s auditors
and inspectors, from performing a physical inspection of the Trust’s platinum on a desired date. In those situations, the
Sponsor or the Trust’s auditors and inspectors may seek to verify the platinum held by the Trust by alternate means, including
through virtual inspections of the Trust’s platinum and/or a review of pertinent records.
DESCRIPTION OF THE SHARES
General
The Trustee is authorized under the Trust
Agreement to create and issue an unlimited number of Shares. The name of the Trust’s Shares is abrdn Physical Platinum Shares
ETF (known as Aberdeen Standard Physical Platinum Shares ETF prior to March 31, 2022 and ETFS Physical Platinum Shares prior to
October 1, 2018). The Trustee creates Shares only in Baskets (a Basket equals a block of 50,000 Shares) and only upon the order
of an Authorized Participant. The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust
and have no par value. Any creation and issuance of Shares above the amount registered on the Trust’s then-current and effective
registration statement with the SEC will require the registration of such additional Shares.
Description of Limited Rights
The Shares do not represent a traditional
investment and Shareholders should not view them as similar to “shares” of a corporation operating a business enterprise
with management and a board of directors. Shareholders do not have the statutory rights normally associated with the ownership
of shares of a corporation, including, for example, the right to bring “oppression” or “derivative” actions.
All Shares are of the same class with equal rights and privileges. Each Share is transferable, is fully paid and non-assessable
and entitles the holder to vote on the limited matters upon which Shareholders may vote under the Trust Agreement. The Shares do
not entitle their holders to any conversion or pre-emptive rights, or, except as provided below, any redemption rights or rights
to distributions.
Distributions
If the Trust is terminated and liquidated,
the Trustee will distribute to the Shareholders any amounts remaining after the satisfaction of all outstanding liabilities of
the Trust and the establishment of such reserves for applicable taxes, other governmental charges and contingent or future liabilities
as the Trustee shall determine. Shareholders of record on the record date fixed by the Trustee for a distribution will be entitled
to receive their pro rata portion of any distribution.
Voting and Approvals
Under the Trust Agreement, Shareholders
have no voting rights, except in limited circumstances. The Trustee may terminate the Trust upon the agreement of Shareholders
owning at least 75% of the outstanding Shares. In addition, certain amendments to the Trust Agreement require advance notice to
the Shareholders before the effectiveness of such amendments, but no Shareholder vote or approval is required for any amendment
to the Trust Agreement.
Redemption of the Shares
The Shares may only be redeemed by or through
an Authorized Participant and only in Baskets. See “Creation and Redemption of Shares” for details on the redemption
of the Shares.
Book Entry Form
Individual certificates will not be issued
for the Shares. Instead, one or more global certificates are deposited by the Trustee with DTC and registered in the name of Cede
& Co., as nominee for DTC. The global certificates evidence all of the Shares outstanding at any time. Under the Trust Agreement,
Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies (DTC Participants), (2)
those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (Indirect Participants), and
(3) those banks, brokers, dealers, trust companies and others who hold interests in the Shares through DTC Participants or Indirect
Participants. The Shares are only transferable through the book entry system of DTC. Shareholders who are not DTC Participants
may transfer their Shares through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant
or other entity through which their Shares are held) to transfer the Shares. Transfers are made in accordance with standard securities
industry practice.
CUSTODY OF THE TRUST’S PLATINUM
Custody of the physical platinum deposited
with and held by the Trust is provided by the Custodian at its London, England vaults and by the Zurich Sub-Custodian selected
by the Custodian in its Zurich, Switzerland vaults and by other sub-custodians on a temporary basis. The Custodian is a market
maker, clearer and approved weigher under the rules of the LPPM.
The Custodian is the custodian of the physical
platinum credited to Trust Allocated Account in accordance with the Custody Agreements. The Custodian segregates the physical platinum
credited to the Trust Allocated Account from any other precious metal it holds or holds for others by entering appropriate entries
in its books and records, and requires the Zurich Sub-Custodian to also segregate the physical platinum of the Trust that it holds
from the other platinum held by it for other customers of the Custodian and the Zurich Sub-Custodian’s other customers. The
Custodian requires the Zurich Sub-Custodian to identify in its books and records the Trust as having the rights to the physical
platinum credited to its Trust Allocated Account. Under the Custody Agreements, the Trustee, the Sponsor and the Trust’s
auditors and inspectors may inspect the vaults of the Custodian and the Zurich Sub-Custodian. See “Inspection of Platinum”.
The Custodian, as instructed by the Trustee
on behalf of the Trust, is authorized to accept, on behalf of the Trust, deposits of platinum in unallocated form. Acting on standing
instructions specified in the Custody Agreements, the Custodian allocates, or requires the Zurich Sub-Custodian to allocate, platinum
deposited in unallocated form with the Trust by selecting plates or ingots of platinum for deposit to the Trust Allocated Account.
All physical platinum allocated to the Trust must conform to the rules, regulations, practices and customs of the LPPM, and the
Custodian must replace any non-conforming physical platinum with conforming physical platinum as soon as practical upon a determination
by the Custodian any physical platinum is non-conforming.
The process of withdrawing platinum
from the Trust for a redemption of a Basket is the same general procedure as for depositing platinum with the Trust for a creation
of a Basket, only in reverse. Each transfer of platinum between the Trust Allocated Account and the Trust Unallocated Account connected
with a creation or redemption of a Basket may result in a small amount of platinum being held in the Trust Unallocated Account
after the completion of the transfer. In making deposits and withdrawals between the Trust Allocated Account and the Trust Unallocated
Account, the Custodian will use commercially reasonable efforts to minimize the amount of platinum held in the Trust Unallocated
Account as of the close of each business day. See “Creation and Redemption of Shares.”
DESCRIPTION OF THE CUSTODY AGREEMENTS
The Allocated Account Agreement between
the Trustee and the Custodian establishes the Trust Allocated Account. The Unallocated Account Agreement between the Trustee and
the Custodian establishes the Trust Unallocated Account. These agreements are sometimes referred to together as the “Custody
Agreements” in this prospectus. The following is a description of the material terms of the Custody Agreements. As the Custody
Agreements are similar in form, they are discussed together, with material distinctions between the agreements noted.
Reports
The Custodian provides the Trustee with
reports for each business day, no later than the following business day, identifying the movements of platinum in and out of the
Trust Allocated Account and the credits and debits of platinum to the Trust Unallocated Account and containing sufficient information
to identify each plate or ingot of platinum held in the Trust Allocated Account and whether the Custodian or the Zurich Sub-Custodian
has possession of such plate or ingot. The Custodian also provides the Trustee with monthly statements of account for the Trust
Allocated Account and the Trust Unallocated Account as of the last business day of each month. Under the Custody Agreements, a
“business day” generally means any day that is both a “London Business Day,” when commercial banks generally
and the London platinum market are open for the transaction of business in London, and a “Zurich Business Day,” when
commercial banks generally and the Zurich platinum market are open for the transaction of business in Zurich.
The Custodian’s records of all deposits
to and withdrawals from, and all debits and credits to, the Trust Allocated Account and the Trust Unallocated Account which are
to occur on a business day, and all end of business day account balances in the Trust Allocated Account and Trust Unallocated Account,
are stated as of the close of the Custodian’s business (usually 4:00 p.m. London time) on such business day.
Zurich Sub-Custodian
Under the Allocated Account Agreement,
the Custodian selects the Zurich Sub-Custodian, whose appointment is approved by the Sponsor, for the custody and safekeeping of
the Trust’s physical platinum to be held in Zurich in its vault premises.
The Custodian will use reasonable care
in selecting any Zurich Sub-Custodian. The Custodian must require the Zurich Sub-Custodian to segregate the platinum held by it
for the Trust from platinum which it holds for its other customers, the Custodian, and any other customers of the Custodian by
making appropriate entries in its books and records. The Custodian has required the Zurich Sub-Custodian to deliver, and the Zurich
Sub-Custodian has delivered, to the Custodian (with a copy to the Trustee and the Sponsor) an acknowledgement and undertaking to
segregate all physical platinum held by it for the Trust from any platinum which it owns or holds for others and which it holds
for the Custodian and any other customers of the Custodian, and in each case make appropriate entries in its books and records
reflecting such segregation of the Trust’s platinum. The Zurich Sub-Custodian that the Custodian currently uses is UBS AG.
Sub-custodians
Under the Allocated Account Agreement,
the Custodian may select, with the exception of the Zurich Sub-Custodian, other sub-custodians solely for the temporary holding
of platinum for it until transported to the Custodian’s London vault premises or the Zurich Sub-Custodian’s Zurich
vault premises, as applicable. These sub-custodians may in turn select other sub-custodians to perform their duties, including
temporarily holding platinum for them, but the Custodian is not responsible for (and therefore has no liability in relation to)
the selection of those other sub-custodians. The Allocated Account Agreement requires the Custodian to use reasonable care in selecting
any sub-custodian and provides that, except for the Custodian’s obligation to use commercially reasonable efforts to obtain
delivery of platinum held by any other sub-custodians when necessary, the Custodian is not liable for the acts or omissions, or
for the solvency, of any sub-custodian that it selects unless the selection of that sub-custodian was made negligently or in bad
faith.
The sub-custodian selected and used by
the Custodian as of the date of this prospectus is UBS Zurich. The Custodian may use LPPM
market-making members that provide bullion vaulting and clearing services to third parties. The Allocated Account Agreement
provides that the Custodian will notify the Trustee if it selects any additional sub-custodians or stops using any sub-custodian
it has previously selected.
Location and Segregation of Platinum;
Access
Platinum held for the Trust Allocated Account
by the Custodian is held at the Custodian’s London vault premises or by the Zurich Sub-Custodian in its Zurich vault premises.
Platinum may be temporarily held for the Trust Allocated Account by other sub-custodians selected by the Custodian and by sub-custodians
of sub-custodians in vaults located in London, Zurich or in other locations. Where the physical platinum is held for the Trust
Allocated Account by any sub-custodian, the Custodian agrees to use commercially reasonable efforts to promptly arrange for the
delivery of any such physical platinum held on behalf of the Trust to the Custodian’s London vault premises, as applicable,
or the Zurich Sub-Custodian’s Zurich vault premises at the Custodian’s own cost and risk.
The Custodian segregates by identification
in its books and records the Trust’s platinum in the Trust Allocated Account from any other platinum which it owns or holds
for others and requires the Zurich Sub-Custodian and any other sub-custodians it selects to so segregate the Trust’s platinum
held by them. This requirement reflects the current custody practice in the London platinum market, and under the Allocated Account
Agreement, the Custodian is required to communicate this segregation requirement to the Zurich Sub-Custodian, who in turn must
provide written acknowledgment of this requirement to the Custodian. The Custodian’s books and records are expected, as a
matter of current London platinum market custody practice, to identify each plate or ingot of platinum held in the Trust Allocated
Account in its own vault by refiner, assay or fineness, serial number and gross and fine weight. The Zurich Sub-Custodian and any
other sub-custodians selected by the Custodian are also expected, as a matter of current industry practice, to identify in their
books and records each plate or ingot of platinum held for the Custodian by serial number and such sub-custodians may use other
identifying information.
The Trustee and the Sponsor, their auditors
and inspectors may, during normal business hours, visit the Custodian’s premises up to twice a year and examine the Trust’s
platinum held there and such records of the Custodian concerning the Trust Allocated Account and the Trust Unallocated Account
as they may be reasonably required to perform their respective duties to investors in the Shares. With respect to the Trust Unallocated
Account, a second visit to the Custodian’s premises in any calendar year shall require the consent of the Custodian, which
consent may not be withheld unreasonably. Visits by auditors and inspectors to the Zurich Sub-Custodian’s facilities will
be arranged through the Custodian.
Transfers into the Trust Unallocated
Account
The Custodian credits to the Trust Unallocated
Account the amount of platinum it receives from the Trust Allocated Account, an Authorized Participant Unallocated Account or from
other third-party unallocated accounts for credit to the Trust Unallocated Account. Unless otherwise agreed by the Custodian in
writing, the only platinum the Custodian accepts for credit to the Trust Unallocated Account is platinum that the Trustee has transferred
from the Trust Allocated Account, an Authorized Participant Unallocated Account or a third party unallocated account.
Transfers from the Trust Unallocated
Account
The Custodian transfers platinum from the
Trust Unallocated Account only in accordance with the Trustee’s instructions to the Custodian. A transfer of platinum from
the Trust Unallocated Account may only be made (1) by transferring platinum to an Authorized Participant Unallocated Account; (2)
by transferring platinum to the Trust Allocated Account; (3) by transferring platinum to pay the Sponsor’s Fee; (4) by making
platinum available for collection at the Custodian’s vault premises or at such other location as the Custodian may direct,
at the Trust’s expense and risk; (5) by delivering the platinum to such location as the Trustee directs, at the Trust’s
expense and risk; or (6) by transfer to an account maintained by the Custodian or by a third party on an unallocated basis in connection
with the sale of platinum or other transfers permitted under the Trust Agreement. Transfers made pursuant to clauses (4), (5) and
(6) will be made only on an exceptional basis, with transfers under clause (6) expected to include transfers made in connection
with a sale of platinum to pay expenses of the Trust not paid by the Sponsor or with the liquidation of the Trust. Any platinum
made available in physical form will be in a form which complies with the rules, regulations, practices and customs of the LPPM
or any applicable regulatory body (Custody Rules) or in such other form as may be agreed between the Trustee and the Custodian,
and in all cases all platinum made available will comprise one or more whole platinum plates or ingots selected by the Custodian.
The Custodian uses commercially reasonable
efforts to transfer platinum from the Trust Unallocated Account to the Trust Allocated Account by 2:00 p.m. London time on each
business day. In doing so, the Custodian shall identify plates and ingots of a weight most closely approximating, but not exceeding,
the balance in the Trust Unallocated Account and shall transfer such weight from the Trust Unallocated Account to the Trust Allocated
Account.
Transfers into the Trust Allocated Account
The Custodian receives transfers of platinum
into the Trust Allocated Account only at the Trustee’s instructions given pursuant to the Unallocated Account Agreement by
debiting platinum from the Trust Unallocated Account and crediting such platinum to the Trust Allocated Account.
Transfers from the Trust Allocated Account
The Custodian transfers platinum from the
Trust Allocated Account only in accordance with the Trustee’s instructions. Generally, the Custodian transfers platinum from
the Trust Allocated Account only by debiting platinum from the Trust Allocated Account and crediting the platinum to the Trust
Unallocated Account.
Right to Refuse Transfers or Amend Transfer
Procedures
The Custodian may refuse to accept instructions
to transfer platinum to or from the Trust Unallocated Account and the Trust Allocated Account if in the Custodian’s opinion
they are or may be contrary to the rules, regulations, practices and customs of the LPPM or contrary to any applicable law. The
Custodian may amend the procedures for transferring platinum to or from the Trust Unallocated Account or for the physical withdrawal
of platinum from the Trust Unallocated Account or the Trust Allocated Account or impose such additional procedures in relation
to the transfer of platinum to or from the Trust Unallocated Account as the Custodian may from time to time consider necessary
due to a change in rules of the LPPM or a banking or regulatory association governing the Custodian. The Custodian will notify
the Trustee within a commercially reasonable time before the Custodian amends these procedures or imposes additional ones.
The Custodian receives no fee under the
Unallocated Account Agreement.
Trust Unallocated Account Credit and
Debit Balances
No interest will be paid by the Custodian
on any credit balance to the Trust Unallocated Account. The Trust Unallocated Account may not at any time have a debit or negative
balance.
Exclusion of Liability
The Custodian uses reasonable care in the
performance of its duties under the Custody Agreements and is only responsible for any loss or damage suffered by the Trust as
a direct result of any negligence, fraud or willful default in the performance of its duties. The Custodian’s liability under
the Allocated Account Agreement is further limited to the market value of the platinum lost or damaged at the time such negligence,
fraud or willful default is discovered by the Custodian, provided that the Custodian promptly notifies the Trustee after any discovery
of such lost or damaged platinum. The Custodian’s liability under the Unallocated Account Agreement is further limited to
the amount of the platinum lost or damaged at the time such negligence, fraud or willful default is discovered by the Custodian,
provided that the Custodian promptly notifies the Trustee after any discovery of such lost or damaged platinum.
Furthermore, the Custodian has no duty
to make or take or to require the Zurich Sub-Custodian or any other sub-custodian selected by it to make or take any special arrangements
or precautions beyond those required by the Custody Rules or as specifically set forth in the Custody Agreements.
Indemnity
The Trustee will, solely out of the Trust’s
assets, indemnify the Custodian (on an after tax basis) on demand against all costs and expenses, damages, liabilities and losses
which the Custodian may suffer or incur in connection with the Custody Agreements, except to the extent that such sums are due
directly to the Custodian’s negligence, willful default or fraud.
Insurance
The Custodian maintains such insurance
for its business, including its bullion and custody business, as it deems appropriate in connection with its custodial and other
obligations and is responsible for all costs, fees and expenses arising from the insurance policy or policies attributable to its
relationship with the Trust. The Trust is not a beneficiary of any such insurance and does not have the ability to dictate the
existence, nature or amount of coverage. Therefore, Shareholders cannot be assured that the Custodian maintains adequate insurance
or any insurance with respect to the platinum held by the Custodian on behalf of the Trust. Consistent with industry standards,
the Custodian maintains a group insurance policy that covers all metal types held in its, its sub-custodians’, and the Zurich
Sub-Custodian’s vaults for the accounts of all its customers for a variety of events. The Trustee and the Sponsor may, subject
to confidentiality restrictions, be provided with details of this insurance coverage from time to time upon reasonable prior notice.
Force Majeure
The Custodian is not liable for any delay
in performance or any non-performance of any of its obligations under the Custody Agreements by reason of any cause beyond its
reasonable control, including acts of God, war or terrorism.
Termination
Beginning January 1, 2022, the Custody
Agreements will automatically renew for successive one-year terms unless otherwise terminated. The Trustee and the Custodian may
each terminate any Custody Agreement for any reason, including if either the Custodian or the Zurich Sub-Custodian ceases to offer
the services contemplated by the Custody Agreements to its clients or proposes to withdraw from the physical platinum business,
upon 90 business days’ prior notice. The Custody Agreements may also be terminated with immediate effect as follows: (1)
by the Trustee, if the Custodian ceases to offer the services contemplated by either Custody Agreement to its clients or proposed
to withdraw from the physical platinum business; (2) by the Trustee or the Custodian, if it becomes unlawful for the Custodian
or the Trustee to be a party to either Custody Agreement or for the Custodian to provide or the Trustee or Trust to receive the
services thereunder; (3) by the Custodian, if the Custodian determines in its reasonable view that the Trust is insolvent or faces
impending insolvency; (4) by the Trustee, if the Trustee determines in its sole view that the Custodian is insolvent or faces impending
insolvency; (5) by the Trustee, if the Trust is to be terminated; or (6) by the Trustee or the Custodian, if either of the Custody
Agreements ceases to be in full force and effect.
If redelivery arrangements acceptable to
the Custodian for the platinum held in the Trust Allocated Account are not made, the Custodian may continue to store the platinum
and continue to charge for its fees and expenses, and, after six months from the termination date, the Custodian may sell the platinum
and account to the Trustee for the proceeds. If arrangements acceptable to the Custodian for redelivery of the balance in the Trust
Unallocated Account are not made, the Custodian may continue to charge for its fees and expenses payable under the Allocated Account
Agreement, and, after six months from the termination date, the Custodian may close the Trust Unallocated Account and account to
the Trustee for the proceeds.
Amendments
The Trustee and the Custodian entered into
the Custody Agreements with effect on and from December 30, 2009. On September 20, 2018, the Trustee and the Custodian entered
into amendments to the Custody Agreements (the “2018 Custody Amendments”), effective as of October 1, 2018, as approved
and directed by the Sponsor on behalf of the Trust. The 2018 Custody Amendments reflect the changed name of the Trust from ETFS
Platinum Trust to Aberdeen Standard Platinum ETF Trust, the changed name of the Shares from ETFS Physical Platinum Shares to Aberdeen
Standard Physical Platinum Shares ETF, and the changed name of the Sponsor from ETF Securities USA LLC to Aberdeen Standard Investments
ETFs Sponsor LLC. On June 5, 2020, the Trustee and the Custodian entered into amendments to the Custody Agreements (the “2020
Custody Amendments”), as approved and directed by the Sponsor on behalf of the Trust. The 2020 Custody Amendments reflect
changes to the terms of the Custody Agreements such that each Custody Agreement had a term ending December 31, 2021 and will automatically
renew for successive one-year terms unless otherwise terminated. On March 11, 2022,
the Trustee, the Custodian and the Sponsor entered into amendments to the Custody Agreements (the “2022 Custody Amendments”,
and together with the 2018 Custody Amendments and 2020 Custody Amendments, the “Custody Amendments”) as approved and
directed by the Sponsor on behalf of the Trust. The 2022 Custody Amendments reflect (1) the
changes in the name of the Trust, effective March 31, 2022, from Aberdeen Standard Platinum ETF Trust to abrdn Platinum ETF Trust
and the change in the name of Shares, effective March 31, 2022, from Aberdeen Standard Physical Platinum Shares ETF to abrdn Physical
Platinum Basket Shares ETF; (2) the change in the name of the Sponsor from “Aberdeen Standard Investments ETFs Sponsor LLC”
to “abrdn ETFs Sponsor LLC,” which occurred on March 1, 2022; and (3) the addition of a new “Replacement of Bullion”
section, which requires that, upon a determination by the Custodian that any platinum credited to the Trust Allocated Account does
not comply with the Good Delivery Standards, the Custodian shall as soon as practical replace such platinum with platinum which
complies with the Good Delivery Standards. No other material changes to the Custody Agreements were made in connection with
the Custody Amendments.
Governing Law
The Custody Agreements and the Custodian’s
arrangement with the Zurich Sub-Custodian are governed by English law. The Trustee and the Custodian both consent to the non-exclusive
jurisdiction of the courts of the State of New York and the federal courts located in the borough of Manhattan in New York City.
Such consent is not required for any person to assert a claim of New York jurisdiction over the Trustee or the Custodian.
CREATION AND REDEMPTION OF SHARES
The Trust creates and redeems Shares from
time to time, but only in one or more Baskets (a Basket equals a block of 50,000 Shares). 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 physical platinum and
any cash 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 are the only persons
that may place orders to create and redeem Baskets. Authorized Participants must be (1) registered broker-dealers or other securities
market participants, such as banks and other financial institutions, which are not required to register as broker-dealers to engage
in securities transactions, and (2) participants in DTC. To become an Authorized Participant, a person must enter into an Authorized
Participant Agreement with the Sponsor and the Trustee. The Authorized Participant Agreement provides the procedures for the creation
and redemption of Baskets and for the delivery of the platinum and any cash required for such creations and redemptions. The Authorized
Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent
of any Shareholder or Authorized Participant. Authorized Participants pay a transaction fee of $500 to the Trustee for each order
they place to create or redeem one or more Baskets. Authorized Participants who make deposits with the Trust in exchange for Baskets
receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Trust for serving
as an Authorized Participant, and no such person has any obligation or responsibility to the Sponsor or the Trust to effect any
sale or resale of Shares.
Authorized Participants are cautioned that
some of their activities will result in their being deemed participants in a distribution in a manner which would render them statutory
underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act, as described in “Plan
of Distribution.”
Prior to initiating any creation or redemption
order, an Authorized Participant must have entered into an agreement with the Custodian or a platinum clearing bank to establish
an Authorized Participant Unallocated Account in London or Zurich (Authorized Participant Unallocated Bullion Account Agreement).
Platinum held in Authorized Participant Unallocated Accounts is typically not segregated from the Custodian’s or other platinum
clearing bank’s assets, as a consequence of which an Authorized Participant will have no proprietary interest in any specific
plates or ingots of platinum held by the Custodian or the platinum clearing bank. Credits to its Authorized Participant Unallocated
Account are therefore at risk of the Custodian’s or other platinum clearing bank’s insolvency. No fees will be charged
by the Custodian for the use of the Authorized Participant Unallocated Account as long as the Authorized Participant Unallocated
Account is used solely for platinum transfers to and from the Trust Unallocated Account and the Custodian (or one of its affiliates)
receives compensation for maintaining the Trust Allocated Account. Authorized Participants should be aware that the Custodian’s
liability threshold under the Authorized Participant Unallocated Bullion Account Agreement is generally gross negligence, not negligence,
which is the Custodian’s liability threshold under the Trust’s Custody Agreements.
As the terms of the Authorized Participant
Unallocated Bullion Account Agreement differ in certain respects from the terms of the Trust Unallocated Account Agreement, potential
Authorized Participants should review the terms of the Authorized Participant Unallocated Bullion Account Agreement carefully.
A copy of the Authorized Participant Agreement may be obtained by potential Authorized Participants from the Trustee.
Certain Authorized Participants are expected
to have the facility to participate directly in the physical platinum market and the platinum futures market. In some cases, an
Authorized Participant may from time to time acquire platinum from or sell platinum to its affiliated platinum trading desk, which
may profit in these instances. Each Authorized Participant must be registered as a broker-dealer under the Securities Exchange
Act of 1934 (Exchange Act) and regulated by FINRA or be exempt from being or otherwise not be required to be so regulated or registered,
and be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires.
Certain Authorized Participants are regulated under federal and state banking laws and regulations. Each Authorized Participant
has its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of
its own regulatory regime.
Authorized Participants may act for their
own accounts or as agents for broker-dealers, custodians and other securities market participants that wish to create or redeem
Baskets. An order for one or more Baskets may be placed by an Authorized Participant on behalf of multiple clients. As of the date
of this prospectus, Goldman Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc., Mizuho Securities USA LLC,
Merrill Lynch Professional Clearing Corporation, Morgan Stanley & Co. Inc., Scotia Capital (USA) Inc., UBS Securities LLC and
Virtu Americas, LLC have each signed an Authorized Participant Agreement with the Trust and, upon the effectiveness of such
agreement, may create and redeem Baskets as described above. Persons interested in purchasing Baskets should contact the Sponsor
or the Trustee to obtain the contact information for the Authorized Participants. Shareholders who are not Authorized Participants
will only be able to redeem their Shares through an Authorized Participant.
All platinum is delivered to the Trust
and distributed by the Trust in unallocated form through credits and debits between Authorized Participant Unallocated Accounts
and the Trust Unallocated Account. Platinum transferred from an Authorized Participant Unallocated Account to the Trust in unallocated
form will first be credited to the Trust Unallocated Account. Thereafter, the Custodian will allocate, or cause the allocation
by the Zurich Sub-Custodian of, specific plates or ingots of platinum, in each case representing the amount of platinum credited
to the Trust Unallocated Account (to the extent such amount is representable by whole platinum plates or ingots) to the Trust Allocated
Account. The movement of platinum is reversed for the distribution of platinum to an Authorized Participant in connection with
the redemption of Baskets.
All physical platinum represented by a
credit to any Authorized Participant Unallocated Account and to the Trust Unallocated Account and all physical platinum held in
the Trust Allocated Account with the Custodian or for the Custodian by the Zurich Sub-Custodian must be of at least a minimum fineness
(or purity) of 999.5 parts per 1,000 (99.95%) and otherwise conform to the rules, regulations practices and customs of the LPPM,
including the specifications for a Good Delivery Platinum Plate or Ingot.
Under the Authorized Participant Agreement,
the Sponsor has agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the Securities
Act.
Loco London and Loco Zurich Platinum
Delivery Elections. Authorized Participants can elect to deliver platinum loco London or loco Zurich in connection with the
creation of a Basket. Authorized Participants can also elect to receive delivery of platinum loco London or loco Zurich in connection
with the redemption of a Basket. A Basket creation order that elects a loco London or loco Zurich delivery of platinum will cause
the Custodian to effect an allocation of such platinum to the Trust Allocated Account maintained by the Custodian in its London
vault premises or by the Zurich Sub-Custodian in its Zurich vault premises. Likewise, a Basket redemption order that elects a loco
London or loco Zurich delivery of platinum will cause the Custodian to effect a de-allocation of platinum necessary to satisfy
such redemption requests from the Trust Allocated Account maintained by the Custodian to the Trust Unallocated Account.
In the event that there is not sufficient
platinum in the Trust Allocated Account in London to satisfy loco London redemptions, the Custodian shall cause the Zurich Sub-Custodian
to de-allocate sufficient platinum held by it for the Trust Allocated Account in Zurich and cause a transfer of platinum from the
Trust Unallocated Account maintained by the Custodian in Zurich to the Authorized Participant Unallocated Account maintained in
London. Likewise, in the event that there is not sufficient platinum in the Trust Allocated Account in Zurich to satisfy loco Zurich
redemptions, the Custodian will initiate the reverse procedure to transfer platinum from London to Zurich. These transfers between
London and Zurich unallocated accounts will generally occur pursuant to loco swap arrangements and will not expose the Authorized
Participant or the Trust to any additional expense. The Custodian has assumed the responsibility and expenses for loco swap transfers
and shall bear any risk of loss related to the platinum being transferred. If no loco swap counterparty is available, the Custodian
shall arrange, at its own expense and risk, for the physical transportation of platinum between the Zurich Sub-Custodian’s
Zurich vault premises and the Custodian’s London vault premises. If such a loco swap or physical transfer is necessary to
effect a loco London or loco Zurich redemption, the settlement of loco London or loco Zurich redemption deliveries may be delayed
more than two, but not more than five, business days. The Custodian, in its sole discretion, has the right to limit the location
where Authorized Participants can elect to receive delivery of platinum to either loco London or loco Zurich.
The following description of the procedures
for the creation and redemption of Baskets is only a summary and an investor should refer to the relevant provisions of the Trust
Agreement and the form of Authorized Participant Agreement for more detail, each of which is attached as an exhibit to the registration
statement of which this prospectus is a part. See “Where You Can Find More Information” for information about where
you can obtain the registration statement.
Creation Procedures
On any business day, an Authorized Participant
may place an order with the Trustee to create one or more Baskets. Creation and redemption orders are accepted on “business
days” the NYSE Arca is open for regular trading. Settlements of such orders requiring receipt or delivery, or confirmation
of receipt or delivery, of platinum in the United Kingdom, Zurich or another jurisdiction will occur on “business days”
when (1) banks in the United Kingdom, Zurich and such other jurisdiction and (2) the London and Zurich platinum markets are regularly
open for business. If such banks or the London or Zurich platinum markets are not open for regular business for a full day, such
a day will only be a “business day” for settlement purposes if the settlement procedures can be completed by the end
of such day. Redemption settlements including platinum deliveries loco London may be delayed longer than two, but no more than
five, business days following the redemption order date. Settlement of orders requiring receipt or delivery, or confirmation of
receipt or delivery, of Shares will occur, after confirmation of the applicable platinum delivery, on “business days”
when the NYSE Arca is open for regular trading. Purchase orders must be placed no later than 3:59:59 p.m. on each business day
the NYSE Arca is open for regular trading. In the event of a level 3 market-wide circuit breaker resulting in a trading halt for
the remainder of the trading day, the time of the market-wide trading halt is considered the close of regular trading and no creation
orders for the current trade date will be accepted after that time (the “cutoff”). Orders placed after the cutoff will
be deemed to be rejected and will not be processed. Orders should be placed in proper form on the following business day. The day
on which the Trustee receives a valid purchase order is the purchase order date.
By placing a purchase order, an Authorized
Participant agrees to deposit platinum with the Trust. Prior to the delivery of Baskets for a purchase order, the Authorized Participant
must also have wired to the Trustee the non-refundable transaction fee due for the purchase order.
Determination of required deposits
The amount of the required platinum deposit
is determined by dividing the number of ounces of platinum held by the Trust by the number of Baskets outstanding, as adjusted
for the amount of platinum constituting estimated accrued but unpaid fees and expenses of the Trust.
Fractions of a fine ounce of platinum smaller
than 0.001 of a fine ounce which are included in the platinum deposit amount are disregarded in the foregoing calculation. All
questions as to the composition of a Creation Basket Deposit will be finally determined by the Trustee. The Trustee’s determination
of the Creation Basket Deposit shall be final and binding on all persons interested in the Trust.
Delivery of required deposits
An Authorized Participant who places a
purchase order is responsible for crediting its Authorized Participant Unallocated Account with the required platinum deposit amount
by the second business day in London or Zurich, as applicable, following the purchase order date. Upon receipt of the
platinum deposit amount, the Custodian, after receiving appropriate instructions from the Authorized Participant and the Trustee,
will transfer on the second business day following the purchase order date the platinum deposit amount from the Authorized Participant
Unallocated Account to the Trust Unallocated Account and the Trustee will direct DTC to credit the number of Baskets ordered to
the Authorized Participant’s DTC account. The expense and risk of delivery, ownership and safekeeping of platinum until such
platinum has been received by the Trust shall be borne solely by the Authorized Participant. The Trustee may accept delivery of
physical platinum by such other means as the Sponsor, from time to time, may determine with the Trustee to be acceptable for the
Trust, provided that the same is disclosed in a prospectus relating to the Trust filed with the SEC pursuant to Rule 424 under
the Securities Act. If platinum is to be delivered other than as described above, the Sponsor is authorized to establish such procedures
and to appoint such custodians and establish such custody accounts in addition to those described in this prospectus, as the Sponsor
determines to be desirable.
Acting on standing instructions given by
the Trustee, the Custodian will transfer the platinum deposit amount from the Trust Unallocated Account to the Trust Allocated
Account by transferring platinum plates and ingots from its inventory or the inventory of the Zurich Sub-Custodian to the Trust
Allocated Account. The Custodian will use commercially reasonable efforts to complete the transfer of platinum to the Trust Allocated
Account prior to the time by which the Trustee is to credit the Basket to the Authorized Participant’s DTC account; if, however,
such transfers have not been completed by such time, the number of Baskets ordered will be delivered against receipt of the platinum
deposit amount in the Trust Unallocated Account, and all Shareholders will be exposed to the risks of unallocated platinum to the
extent of that platinum deposit amount until the Custodian completes the allocation process or the Zurich Sub-Custodian completes
the allocation process for the Custodian. See “Risk Factors—Platinum held in the Trust’s unallocated platinum
account and any Authorized Participant’s unallocated platinum account is not segregated from the Custodian’s assets....”
Because platinum is only allocated in multiples
of whole plates or ingots, the amount of platinum allocated from the Trust Unallocated Account to the Trust Allocated Account may
be less than the total fine ounces of platinum credited to the Trust Unallocated Account. Any balance will be held in the Trust
Unallocated Account. The Custodian uses commercially reasonable efforts to minimize the amount of platinum held in the Trust Unallocated
Account; no more than 192 ounces of platinum (maximum weight to make one Good Delivery Platinum Plate or Ingot) is expected to
be held in the Trust Unallocated Account at the close of each business day.
Rejection of purchase orders
The Trustee may reject a purchase order
or a Creation Basket Deposit if such order or Creation Basket Deposit is not presented in proper form as described in the Authorized
Participant Agreement or if the fulfillment of the order, in the opinion of counsel, might be unlawful. None of the Trustee, the
Sponsor or the Custodian will be liable for the rejection of any purchase order or Creation Basket Deposit.
Redemption Procedures
The procedures by which an Authorized Participant
can redeem one or more Baskets mirror the procedures for the creation of Baskets. On any business day, an Authorized Participant
may place an order with the Trustee to redeem one or more Baskets. Redemption orders must be placed no later than 3:59:59 p.m.
on each business day the NYSE Arca is open for regular trading. In the event of a level 3 market-wide circuit breaker resulting
in a trading halt for the remainder of the trading day, the time of the market-wide trading halt is considered the close of regular
trading and no redemption orders for the current trade date will be accepted after that time (the “cutoff”). Orders
placed after the cutoff will be deemed to be rejected and will not be processed. Orders should be placed in proper form on the
following business day. A redemption order so received is effective on the date it is received in satisfactory form by the Trustee.
The redemption procedures allow Authorized Participants to redeem Baskets and do not entitle an individual Shareholder to redeem
any Shares in an amount less than a Basket, or to redeem Baskets other than through an Authorized Participant.
By placing a redemption order, an Authorized
Participant agrees to deliver the Baskets to be redeemed through DTC’s book entry system to the Trust not later than the
second business day following the effective date of the redemption order. Prior to the delivery of the redemption distribution
for a redemption order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for
the redemption order.
Determination of redemption distribution
The redemption distribution from the Trust
consists of a credit to the redeeming Authorized Participant’s Authorized Participant Unallocated Account representing the
amount of the platinum held by the Trust evidenced by the Shares being redeemed. Fractions of a fine ounce of platinum included
in the redemption distribution smaller than 0.001 of a fine ounce are disregarded. Redemption distributions will be subject to
the deduction of any applicable tax or other governmental charges which may be due.
Delivery of redemption distribution
The redemption distribution due from the
Trust will be delivered to the Authorized Participant on the second business day following a loco Zurich redemption order date
if, by 10:00 a.m. New York time on such second business day, the Trustee’s DTC account has been credited with the Baskets
to be redeemed. The redemption distribution due from the Trust will be delivered to the Authorized Participant on or before the
fifth business day following a loco London redemption order date if, by 10:00 a.m. New York time on the second business day after
the loco London redemption order date, the Trustee’s DTC account has been credited with the Baskets to be redeemed. If a
loco swap or physical transfer is necessary to effect a loco London or loco Zurich redemption, the redemption distribution due
from the Trust will be delivered to the Authorized Participant on or before the fifth business day following such a loco London
or loco Zurich redemption order date if, by 10:00 a.m. New York time on the second business day after the loco London or loco Zurich
redemption order date, the Trustee’s DTC account has been credited with the Baskets to be redeemed. 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, the Trustee’s DTC account
has not 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 business days following receipt of such notice to correct such failure.
If such failure is not cured within such two 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 also authorized to deliver the redemption distribution notwithstanding
that the Baskets 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 redemption order date 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.
The Custodian transfers the redemption
platinum amount from the Trust Allocated Account to the Trust Unallocated Account and, thereafter, to the redeeming Authorized
Participant’s Authorized Participant Unallocated Account. The Authorized Participant and the Trust are each at risk in respect
of platinum credited to their respective unallocated accounts in the event of the Custodian’s insolvency. See “Risk
Factors—Platinum held in the Trust’s unallocated platinum account and any Authorized Participant’s unallocated
platinum account is not segregated from the Custodian’s assets....”
As with the allocation of platinum to the
Trust Allocated Account which occurs upon a purchase order, if in transferring platinum from the Trust Allocated Account to the
Trust Unallocated Account in connection with a redemption order there is an excess amount of platinum transferred to the Trust
Unallocated Account, the excess over the platinum redemption amount will be held in the Trust Unallocated Account. The Custodian
uses commercially reasonable efforts to minimize the amount of platinum held in the Trust Unallocated Account; no more than 192
ounces of platinum (maximum weight to make one Good Delivery Platinum Plate or Ingot) is expected to be held in the Trust Unallocated
Account at the close of each business day.
Suspension or rejection of redemption
orders
The Trustee may, in its discretion, and
will, when directed by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period
during which the NYSE Arca is closed other than customary weekend or holiday closings, or trading on the NYSE Arca is suspended
or restricted or (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of platinum
is not reasonably practicable. None of the Sponsor, the Trustee or the Custodian are liable to any person or in any way for any
loss or damages that may result from any such suspension or postponement.
The Trustee will reject a redemption order
if the order is not in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order, in
the opinion of its counsel, might be unlawful.
Creation and Redemption Transaction
Fee
To compensate the Trustee for services
in processing the creation and redemption of Baskets, an Authorized Participant is required to pay a transaction fee to the Trustee
of $500 per order to create or redeem Baskets. An order may include multiple Baskets. The transaction fee may be reduced, increased
or otherwise changed by the Trustee with the consent of the Sponsor. From time to time, the Trustee, with the consent of the Sponsor,
may waive all or a portion of the applicable transaction fee. The Trustee shall notify DTC of any agreement to change the transaction
fee and will not implement any increase in the fee for the redemption of Baskets until 30 days after the date of the notice.
Tax Responsibility
Authorized Participants are responsible
for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or governmental charge applicable to the
creation or redemption of Baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant,
and agree to indemnify the Sponsor, the Trustee and the Trust if they are required by law to pay any such tax, together with any
applicable penalties, additions to tax or interest thereon.
DESCRIPTION OF THE TRUST AGREEMENT
The Trust operates under the terms of the
Trust Agreement, dated as of December 30, 2009 between the Sponsor and the Trustee. A copy of the Trust Agreement is available
for inspection at the Trustee’s office. The following is a description of the material terms of the Trust Agreement.
The Sponsor
This section summarizes some of the important
provisions of the Trust Agreement which apply to the Sponsor. For a general description of the Sponsor’s role concerning
the Trust, see “The Sponsor—The Sponsor’s Role.”
Liability of the Sponsor and indemnification
The Sponsor will not be liable to the Trustee
or any Shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for
depreciation or loss incurred by reason of the sale of any platinum or other assets of the Trust. However, the preceding liability
exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, willful misconduct or bad
faith in the performance of its duties.
The Sponsor and its members, managers,
directors, officers, employees, affiliates (as such term is defined under the Securities Act) and subsidiaries shall be indemnified
from the Trust and held harmless against any loss, liability or expense incurred without (1) gross negligence, bad faith, willful
misconduct or willful malfeasance on the part of such indemnified party arising out of or in connection with the performance of
its obligations under the Trust Agreement and under each other agreement entered into by the Sponsor in furtherance of the administration
of the Trust (including, without limiting the scope of the foregoing, the Custody Agreements and any Authorized Participant Agreement)
or any actions taken in accordance with the provisions of the Trust Agreement or (2) reckless disregard on the part of such indemnified
party of its obligations and duties under the Trust Agreement. Such indemnity shall include payment from the Trust of the costs
and expenses incurred by such indemnified party in defending itself against any claim or liability in its capacity as Sponsor.
Any amounts payable to an indemnified party may be payable in advance or shall be secured by a lien on the Trust. The Sponsor may,
in its discretion, undertake any action which it may deem necessary or desirable in respect of the Trust Agreement and the interests
of the Shareholders and, in such event, the legal expenses and costs of any such actions shall be expenses and costs of the Trust
and the Sponsor shall be entitled to be reimbursed therefor by the Trust.
The Sponsor may rely on all information
provided by the Trustee for securities filings, including a free writing prospectus or marketing materials. If such information
is incorrect or omits material information and is the foundation for a claim against the Sponsor, the Sponsor may be entitled to
indemnification from the Trust.
Successor sponsors
If the Sponsor is adjudged bankrupt or
insolvent, or a receiver of the Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes
charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
then, in any such case, the Trustee may terminate and liquidate the Trust and distribute its remaining assets. The Trustee has
no obligation to appoint a successor sponsor or to assume the duties of the Sponsor and will have no liability to any person because
the Trust is or is not terminated as described in the preceding sentence.
The Trustee
This section summarizes some of the important
provisions of the Trust Agreement which apply to the Trustee. For a general description of the Trustee’s role concerning
the Trust, see “The Trustee—The Trustee’s Role.”
Qualifications of the Trustee
The Trustee and any successor trustee must
be (1) a bank, trust company, corporation or national banking association organized and doing business under the laws of the United
States or any of its states, and authorized under such laws to exercise corporate trust powers; (2) a participant in DTC or such
other securities depository as shall then be acting with respect to the Shares; and (3) unless counsel to the Sponsor, the appointment
of which is acceptable to the Trustee, determines that such requirement is not necessary for the exception under section 408(m)(3)(B)
of the United States Internal Revenue Code of 1986, as amended (Code), to apply, a banking institution as defined in Code section
408(n). The Trustee and any successor trustee must have, at all times, an aggregate capital, surplus, and undivided profits of
at least $150 million.
General duty of care of Trustee
The Trustee is a fiduciary under the Trust
Agreement; provided, however, that the fiduciary duties and responsibilities and liabilities of the Trustee are limited by, and
are only those specifically set forth in, the Trust Agreement. For limitations of the fiduciary duties of the Trustee, see the
limitations on liability set forth in “The Trustee—Limitation on Trustee’s liability” and “The Trustee—Trustee’s
liability for custodial services and agents.”
Limitation on Trustee’s liability
The Trustee will not be liable for the
disposition of platinum or moneys, or in respect of any evaluation which it makes under the Trust Agreement or otherwise, or for
any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its
duties under the Trust Agreement in the absence of gross negligence, willful misconduct or bad faith on its part. In no event will
the Trustee be liable for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or
document (1) from the Sponsor or a Custodian or any entity acting on behalf of either which the Trustee believes is given as authorized
by the Trust Agreement or a Custody Agreement, respectively; or (2) from or on behalf of any Authorized Participant which the Trustee
believes is given pursuant to or is authorized by an Authorized Participant Agreement (provided that the Trustee has complied with
the verification procedures specified in the Authorized Participant Agreement). In no event will the Trustee be liable for acting
or omitting to act in reliance upon the advice of or information from legal counsel, accountants or any other person believed by
it in good faith to be competent to give such advice or information. In addition, the Trustee will not be liable for any delay
in performance or for the non-performance of any of its obligations under the Trust Agreement by reason of causes beyond its reasonable
control, including acts of God, war or terrorism. The Trustee will not be liable for any indirect, consequential, punitive or special
damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, or for an amount
in excess of the value of the Trust’s assets.
Trustee’s liability for custodial
services and agents
The Trustee will not be answerable for
the default of the Custodian, the Zurich Sub-Custodian or any other custodian of the Trust’s platinum employed at the direction
of the Sponsor or selected by the Trustee with reasonable care. The Trustee does not monitor the performance of the Custodian,
the Zurich Sub-Custodian or any other sub-custodian other than to review the reports provided by the Custodian pursuant to the
Custody Agreements. The Trustee may also employ custodians for Trust assets other than platinum, agents, attorneys, accountants,
auditors and other professionals and shall not be answerable for the default or misconduct of any of them if they were selected
with reasonable care. The fees and expenses charged by custodians for the custody of platinum and related services, agents, attorneys,
accountants, auditors or other professionals, and expenses reimbursable to any custodian under a custody agreement authorized by
the Trust Agreement, exclusive of fees for services to be performed by the Trustee, are expenses of the Sponsor or the Trust. Fees
paid for the custody of assets other than platinum are an expense of the Trustee.
Taxes
The Trustee will not be personally liable
for any taxes or other governmental charges imposed upon the platinum or its custody, moneys or other Trust assets, or on the income
therefrom or the sale or proceeds of the sale thereof, or upon it as Trustee or upon or in respect of the Trust or the Shares which
it may be required to pay under any present or future law of the United States of America or of any other taxing authority having
jurisdiction in the premises. For all such taxes and charges and for any expenses, including counsel’s fees, which the Trustee
may sustain or incur with respect to such taxes or charges, the Trustee will be reimbursed and indemnified out of the Trust’s
assets and the payment of such amounts shall be secured by a lien on the Trust.
Indemnification of the Trustee
The Trustee, its directors, employees and
agents shall be indemnified from the Trust and held harmless against any loss, liability or expense (including, but not limited
to, the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under
the Trust Agreement and under each other agreement entered into by the Trustee in furtherance of the administration of the Trust
(including, without limiting the scope of the foregoing, the Custody Agreements and any Authorized Participant Agreement, including
the Trustee’s indemnification obligations under these agreements) or by reason of the Trustee’s acceptance of the Trust
incurred without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party
in connection with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken
in accordance with the provisions of the Trust Agreement or any such other agreement or (2) reckless disregard on the part of such
indemnified party of its obligations and duties under the Trust Agreement or any such other agreement. Such indemnity shall include
payment from the Trust of the costs and expenses incurred by such indemnified party in defending itself against any claim or liability
in its capacity as Trustee. Any amounts payable to an indemnified party may be payable in advance or shall be secured by a lien
on the Trust.
Indemnity for actions taken to protect
the Trust
The Trustee is under no obligation to appear
in, prosecute or defend any action that in its opinion may involve it in expense or liability, unless it is furnished with reasonable
security and indemnity against the expense or liability. The Trustee’s costs resulting from the Trustee’s appearance
in, prosecution of or defense of any such action are deductible from and will constitute a lien against the Trust’s assets.
Subject to the preceding conditions, the Trustee shall, in its discretion, undertake such action as it may deem necessary to protect
the Trust and the rights and interests of all Shareholders pursuant to the terms of the Trust Agreement.
Protection for amounts due to Trustee
If any fees or costs owed to the Trustee
under the Trust Agreement are not paid when due by the Sponsor, the Trustee may sell or otherwise dispose of any Trust assets (including
platinum) and pay itself from the proceeds provided, however, that the Trustee may not charge to the Trust unpaid fees owed to
the Trustee by the Sponsor in excess of the fees payable to the Sponsor by the Trust without regard to any waiver by the Sponsor
of its fees. As security for all obligations owed to the Trustee under the Trust Agreement, the Trustee is granted a continuing
security interest in, and a lien on, the Trust’s assets and all Trust distributions.
Holding of Trust property other than
platinum
The Trustee holds and records the ownership
of the Trust’s assets in a manner so that it is owned by the Trust and the Trustee as trustee thereof for the benefit of
the Shareholders for the purposes of, and subject to and limited by the terms and conditions set forth in, the Trust Agreement.
Other than issuance of the Shares, the Trust shall not issue or sell any certificates or other obligations or, except as provided
in the Trust Agreement, otherwise incur, assume or guarantee any indebtedness for money borrowed.
All moneys held by the Trustee shall be
held by it, without interest thereon or investment thereof, as a deposit for the account of the Trust. Such monies held shall be
deemed segregated by maintaining such monies in an account or accounts for the exclusive benefit of the Trust. The Trustee may
also employ custodians for Trust assets other than platinum, agents, attorneys, accountants, auditors and other professionals and
shall not be answerable for the default or misconduct of any such custodians, agents, attorneys, accountants, auditors and other
professionals if such custodians, agents, attorneys, accountants, auditors or other professionals shall have been selected with
reasonable care. Any Trust assets other than platinum or cash are held by the Trustee either directly or through the Federal Reserve/Treasury
Book Entry System for United States and federal agency securities (Book Entry System), DTC, or through any other clearing agency
or similar system (Clearing Agency), if available. The Trustee will have no responsibility or liability for the actions or omissions
of the Book Entry System, DTC or any Clearing Agency. The Trustee shall not be liable for ascertaining or acting upon any calls,
conversions, exchange offers, tenders, interest rate changes, or similar matters relating to securities held at DTC.
Resignation, discharge or removal of
Trustee; successor trustees
The Trustee may at any time resign as Trustee
by written notice of its election so to do, delivered to the Sponsor, and such resignation shall take effect upon the appointment
of a successor Trustee and its acceptance of such appointment.
The Sponsor may remove the Trustee in its
discretion on the fifth anniversary of the date of the Trust Agreement by written notice delivered to the Trustee at least 90 days
prior to such date or, thereafter, on the last day of any subsequent three-year period by written notice delivered to the Trustee
at least 90 days prior to such date.
The Sponsor may also remove the Trustee
at any time if the Trustee (1) ceases to be a Qualified Bank (as defined below), (2) is in material breach of its obligations under
the Trust Agreement and fails to cure such breach within 30 days after receipt of written notice from the Sponsor or Shareholders
acting on behalf of at least 25% of the outstanding Shares specifying such default and requiring the Trustee to cure such default,
or (3) fails to consent to the implementation of an amendment to the Trust’s initial Internal Control Over Financial Reporting
deemed necessary by the Sponsor and, after consultations with the Sponsor, the Sponsor and the Trustee fail to resolve their differences
regarding such proposed amendment. Under such circumstances, the Sponsor, acting on behalf of the Shareholders, may remove the
Trustee by written notice delivered to the Trustee and such removal shall take effect upon the appointment of a successor Trustee
and its acceptance of such appointment.
A “Qualified Bank” means a
bank, trust company, corporation or national banking association organized and doing business under the laws of the United States
or any State of the United States that is authorized under those laws to exercise corporate trust powers and that (1) is a DTC
Participant or a participant in such other depository as is then acting with respect to the Shares; (2) unless counsel to the Sponsor,
the appointment of which is acceptable to the Trustee, determines that the following requirement is not necessary for the exception
under section 408(m) of the Code, to apply, is a banking institution as defined in section 408(n) of the Code and (3) had, as of
the date of its most recent annual financial statements, an aggregate capital, surplus and undivided profits of at least $150 million.
The Sponsor may also remove the Trustee
at any time if the Trustee merges into, consolidates with or is converted into another corporation or entity in a transaction in
which the Trustee is not the surviving entity. The surviving entity from such a transaction shall be the successor of the Trustee
without the execution or filing of any document or any further act; however, during the 90-day period following the effectiveness
of such transaction, the Sponsor may, by written notice to the Trustee, remove the Trustee and designate a successor Trustee.
If the Trustee resigns or is removed, the
Sponsor, acting on behalf of the Shareholders, shall use its reasonable efforts to appoint a successor Trustee, which shall be
a Qualified Bank. Every successor Trustee shall execute and deliver to its predecessor and to the Sponsor, acting on behalf of
the Shareholders, an instrument in writing accepting its appointment, and thereupon such successor Trustee, without any further
act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor,
nevertheless, upon payment of all sums due it and on the written request of the Sponsor, acting on behalf of the Shareholders,
shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor, shall duly assign,
transfer and deliver all right, title and interest in the Trust’s assets to such successor, and shall deliver to such successor
a list of the Shareholders of all outstanding Shares. The Sponsor or any such successor Trustee shall promptly mail notice of the
appointment of such successor Trustee to the Shareholders.
If the Trustee resigns and no successor
trustee is appointed within 60 days after the date the Trustee issues its notice of resignation, the Trustee will terminate and
liquidate the Trust and distribute its remaining assets.
The Custodian and Custody of the Trust’s
Platinum
This section summarizes some of the important
provisions of the Trust Agreement which apply to the Custodian and the custody of the Trust’s platinum. For a general description
of the Custodian’s role, see “The Custodian—The Custodian’s Role.” For more information on the custody
of the Trust’s platinum, see “Custody of the Trust’s Platinum” and “Description of the Custody Agreements.”
The Trustee, on behalf of the Trust, entered
into the Custody Agreements with the Custodian under which the Custodian maintains the Trust Allocated Account and the Trust Unallocated
Account.
If upon the resignation of any custodian
there would be no custodian acting pursuant to the Custody Agreements, the Trustee shall, promptly after receiving notice of such
resignation, appoint a substitute custodian or custodians selected by the Sponsor pursuant to custody agreements approved by the
Sponsor; provided, however, that the rights and duties of the Trustee under the Trust Agreement and such custody agreements shall
not be materially altered without its consent. When directed by the Sponsor or if the Trustee in its discretion determines that
it is in the best interest of the Shareholders to do so and with the written approval of the Sponsor (which approval shall not
be unreasonably withheld or delayed), the Trustee shall appoint a substitute or additional custodian or custodians, which shall
thereafter be one of the custodians under the Trust Agreement. The Trustee shall not enter into or amend any custody agreement
with a custodian without the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed). When
instructed by the Sponsor, the Trustee shall demand that a custodian of the Trust deliver such of the Trust’s platinum held
by it as is requested of it to any other custodian or such substitute or additional custodian or custodians directed by the Sponsor.
Each such substitute or additional custodian shall forthwith upon its appointment enter into a custody agreement in form and substance
approved by the Sponsor.
The Sponsor will appoint accountants or
other inspectors to audit or examine the accounts and operations of the Custodian and any successor custodian or additional custodian
at such times as directed by the Sponsor as permitted by the Custody Agreements and for enforcing the obligations of each such
custodian as is necessary to protect the Trust and the rights and interests of the Shareholders. The Trustee has no obligation
to monitor the activities of any Custodian other than to receive and review such reports of the platinum held for the Trust by
such Custodian and of transactions in platinum held for the account of the Trust made by such Custodian pursuant to the Custody
Agreements. See “The Trustee—The Trustee’s Role” for a description of limitations on the ability of the
Trustee to monitor the performance of the Custodian. In the event that the Sponsor determines that the maintenance of platinum
with a particular custodian is not in the best interests of the Shareholders, the Sponsor will direct the Trustee to initiate action
to remove the platinum from the custody of such custodian or take such other action as the Trustee determines appropriate to safeguard
the interests of the Shareholders. The Trustee shall have no liability for any such action taken at the direction of the Sponsor
or, in the absence of such direction, any action taken by it in good faith. The Trustee’s only contractual rights are to
direct the Custodian pursuant to the Custody Agreements, and the Trustee has no contractual right or obligation to direct the Zurich
Sub-Custodian.
Valuation of Platinum, Definition of
Net Asset Value and Adjusted Net Asset Value
On each day that the NYSE Arca is open
for regular trading, as promptly as practicable after 4:00 p.m. New York time, on such day (Evaluation Time), the Trustee evaluates
the platinum held by the Trust and determines both the ANAV and the NAV of the Trust.
At the Evaluation Time, the Trustee values
the Trust’s platinum on the basis of that day’s LME PM Fix or, if no LME PM Fix is made on such day or has not been
announced by the Evaluation Time, the next most recent LME PM Fix determined prior to the Evaluation Time will be used, unless
the Sponsor determines that such price is inappropriate as a basis for evaluation. In the event the Sponsor determines that the
applicable LME PM Fix or such other publicly available price as the Sponsor may deem fairly represents the commercial value of
the Trust’s platinum is not an appropriate basis for evaluation of the Trust’s platinum, it shall identify an alternative
basis for such evaluation to be employed by the Trustee. Neither the Trustee nor the Sponsor shall be liable to any person for
the determination that the LME PM Fix or such other publicly available price is not appropriate as a basis for evaluation of the
Trust’s platinum or for any determination as to the alternative basis for such evaluation provided that such determination
is made in good faith. See “Operation of the Platinum Market—The Platinum Market” for a description of the LME
PM Fix.
Once the value of the platinum has been
determined, the Trustee subtracts all estimated accrued fees (other than the fees accruing for such day on which the valuation
takes place computed by reference to the value of the Trust or its assets), expenses and other liabilities of the Trust from the
total value of the platinum and any other assets of the Trust. The resulting figure is the ANAV of the Trust. The ANAV of the Trust
is used to compute the Sponsor’s Fee.
All fees accruing for the day on which
the valuation takes place computed by reference to the value of the Trust or its assets are calculated using the ANAV calculated
for such day on which the valuation takes place. The Trustee shall subtract from the ANAV the amount of accrued fees so computed
for such day and the resulting figure is the NAV of the Trust. The Trustee also determines the NAV per Share by dividing the NAV
of the Trust by the number of the Shares outstanding as of the close of trading on the NYSE Arca (which includes the net number
of any Shares created or redeemed on such evaluation day).
Any estimate of the accrued but unpaid
fees, expenses and liabilities of the Trust for purposes of computing the NAV of the Trust and ANAV made by the Trustee in good
faith shall be conclusive upon all persons interested in the Trust and no revision or correction in any computation made under
the Trust Agreement will be required by reason of any difference in amounts estimated from those actually paid.
The Sponsor and the Shareholders may rely
on any evaluation furnished by the Trustee, and the Sponsor has no responsibility for the evaluation’s accuracy. The determinations
the Trustee makes will be made in good faith upon the basis of, and the Trustee will not be liable for any errors contained in,
information reasonably available to it. The Trustee will not be liable to the Sponsor, DTC, Authorized Participants, the Shareholders
or any other person for errors in judgment. However, the preceding liability exclusion will not protect the Trustee against any
liability resulting from bad faith or gross negligence in the performance of its duties.
Other Expenses
If at any time, other expenses are incurred
outside the daily business of the Trust and the Sponsor’s Fee, the Trustee will at the direction of the Sponsor or in its
own discretion sell the Trust’s platinum as necessary to pay such expenses. The Trust shall not bear any expenses incurred
in connection with the issuance and distribution of the securities being registered. These expenses shall be paid by the Sponsor.
Sales of Platinum
The Trustee will at the direction of the
Sponsor or, in the absence of such direction, may, in its own discretion, sell the Trust’s platinum as necessary to pay the
Trust’s expenses not otherwise assumed by the Sponsor. The Trustee will not sell platinum to pay the Sponsor’s Fee.
The Sponsor’s Fee is paid through delivery of platinum from the Trust Unallocated Account that had been de-allocated from
the Trust Allocated Account for this purpose. When selling platinum to pay other expenses, the Trustee is authorized to sell the
smallest amounts of platinum needed to pay expenses in order to minimize the Trust’s holdings of assets other than platinum.
The Trustee places orders with dealers (which may include the Custodian) as directed by the Sponsor or, in the absence of such
direction, with dealers through which the Trustee may reasonably expect to obtain a favorable price and good execution of orders.
The Custodian may be the purchaser of such platinum only if the sale transaction is made at the next LME PM Fix or such other publicly
available price that the Sponsor deems fair, in each case as set following the sale order. Neither the Trustee nor the Sponsor
is liable for depreciation or loss incurred by reason of any sale. See “United States Federal Income Tax Consequences—Taxation
of US Shareholders” for information on the tax treatment of platinum sales.
The Trustee will also sell the Trust’s
platinum if the Sponsor notifies the Trustee that sale is required by applicable law or regulation or in connection with the termination
and liquidation of the Trust. The Trustee will not be liable or responsible in any way for depreciation or loss incurred by reason
of any sale of platinum directed by the Sponsor.
Any property received by the Trust other
than platinum, cash or an amount receivable in cash (such as, for example, an insurance claim) will be promptly sold or otherwise
disposed of by the Trustee at the direction of the Sponsor.
The Securities Depository; Book Entry-Only
System; Global Security
DTC acts as securities depository for the
Shares. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve
System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing
agency” registered pursuant to the provisions of section 17A of the Exchange Act. DTC was created to hold securities of DTC
Participants and to facilitate the clearance and settlement of transactions in such securities among the DTC Participants through
electronic book-entry changes. This eliminates the need for physical movement of securities certificates. DTC Participants include
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or
their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. DTC is
expected to agree with and represent to the DTC Participants that it will administer its book-entry system in accordance with its
rules and by-laws and the requirements of law.
Individual certificates will not be issued
for the Shares. Instead, one or more global certificates are signed by the Trustee on behalf of the Trust, registered in the name
of Cede & Co., as nominee for DTC, and deposited with the Trustee on behalf of DTC. The global certificates evidence all of
the Shares outstanding at any time. The representations, undertakings and agreements made on the part of the Trust in the global
certificates are made and intended for the purpose of binding only the Trust and not the Trustee or the Sponsor individually.
Upon the settlement date of any creation,
transfer or redemption of Shares, DTC credits or debits, on its book-entry registration and transfer system, the amount of the
Shares so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The Trustee and the Authorized
Participants designate the accounts to be credited and charged in the case of creation or redemption of Shares.
Beneficial ownership of the Shares is limited
to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Owners
of beneficial interests in the Shares are shown on, and the transfer of ownership is effected only through, records maintained
by DTC (with respect to DTC Participants), the records of DTC Participants (with respect to Indirect Participants), and the records
of Indirect Participants (with respect to Shareholders that are not DTC Participants or Indirect Participants). Shareholders are
expected to receive from or through the DTC Participant maintaining the account through which the Shareholder has purchased their
Shares a written confirmation relating to such purchase.
Shareholders that are not DTC Participants
may transfer the Shares through DTC by instructing the DTC Participant or Indirect Participant through which the Shareholders hold
their Shares to transfer the Shares. Shareholders that are DTC Participants may transfer the Shares by instructing DTC in accordance
with the rules of DTC. Transfers are made in accordance with standard securities industry practice.
DTC may decide to discontinue providing
its service with respect to Baskets and/or the Shares by giving notice to the Trustee and the Sponsor. Under such circumstances,
the Sponsor will find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable,
the Trustee will terminate the Trust.
The rights of the Shareholders generally
must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC. Because the Shares
can only be held in book entry form through DTC and DTC Participants, investors must rely on DTC, DTC Participants and any other
financial intermediary through which they hold the Shares to receive the benefits and exercise the rights described in this section.
Investors should consult with their broker or financial institution to find out about procedures and requirements for securities
held in book entry form through DTC.
Share Splits
If the Sponsor believes that the per Share
price in the secondary market for Shares has fallen outside a desirable trading price range, the Sponsor may direct the Trustee
to declare a split or reverse split in the number of Shares outstanding and to make a corresponding change in the number of Shares
constituting a Basket.
Books and Records
The Trustee will keep proper books of record
and account of the Trust at its office located in New York or such office as it may subsequently designate. These books of record
are open to inspection by any person who establishes to the Trustee’s satisfaction that such person is a Shareholder at all
reasonable times during the usual business hours of the Trustee.
The Trustee will keep a copy of the Trust
Agreement on file in its office which is available for inspection at all reasonable times during its usual business hours by any
Shareholder.
Statements, Filings and Reports
After the end of each fiscal year, the
Sponsor causes to be prepared an annual report for the Trust containing audited financial statements. The annual report is in such
form and contains such information as is required by applicable laws, rules and regulations and may contain such additional information
which the Sponsor determines shall be included. The annual report shall be filed with the SEC and the NYSE Arca and shall be distributed
to such persons and in such manner, as shall be required by applicable laws, rules and regulations.
The Sponsor is responsible for the registration
and qualification of the Shares under the federal securities laws and any other securities and blue sky laws of the US or any other
jurisdiction as the Sponsor may select. The Sponsor will also prepare, or cause to be prepared, and file any periodic reports or
updates required under the Exchange Act. The Trustee will assist and support the Sponsor in the preparation of such reports.
The accounts of the Trust are audited,
as required by law and as may be directed by the Sponsor, by independent registered public accountants designated from time to
time by the Sponsor. The accountant’s report will be furnished by the Trustee to Shareholders upon request.
The Trustee will make such elections, file
such tax returns, and prepare, disseminate and file such tax reports, as it is advised by its counsel or accountants or as required
from time to time by any applicable statute, rule or regulation.
Fiscal Year
The fiscal year of the Trust is the 12
month period ending December 31 of each year. The Sponsor may select an alternate fiscal year.
Termination of the Trust
The Trustee will set a date on which the
Trust shall terminate and mail notice of the termination to the Shareholders at least 30 days prior to the date set for termination
if any of the following occurs:
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The Trustee is notified that the Shares are delisted from the NYSE Arca and are not approved for listing on another national securities exchange within five business days of their delisting; |
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Shareholders acting in respect of at least 75% of the outstanding Shares notify the Trustee that they elect to terminate the Trust; |
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60 days have elapsed since the Trustee notified the Sponsor of the Trustee’s election to resign and a successor trustee has not been appointed and accepted its appointment; |
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The SEC determines that the Trust is an investment company under the Investment Company Act of 1940 and the Trustee has actual knowledge of such SEC determination; |
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The aggregate market capitalization of the Trust, based on the closing price for the Shares, was less than $350 million (as adjusted for inflation) at any time after the first anniversary after the Trust’s formation and the Trustee receives, within six months after the last of those trading days, notice from the Sponsor of its decision to terminate the Trust; |
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The CFTC determines that the Trust is a commodity pool under the CEA and the Trustee has actual knowledge of that determination; |
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The Trust fails to qualify for treatment, or ceases to be treated, for US federal income tax purposes, as a grantor trust, and the Trustee receives notice from the Sponsor that the Sponsor determines that, because of that tax treatment or change in tax treatment, termination of the Trust is advisable; |
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60 days have elapsed since DTC ceases to act as depository with respect to the Shares and the Sponsor has not identified another depository which is willing to act in such capacity; or |
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The Trustee elects to terminate the Trust after the Sponsor is deemed conclusively to have resigned effective immediately as a result of the Sponsor being adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property being appointed, or a trustee or liquidator or any public officer taking charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. |
On and after the date of termination of
the Trust, the Shareholders will, upon (1) surrender of Shares then held, (2) payment of the fee of the Trustee for the surrender
of Shares, and (3) payment of any applicable taxes or other governmental charges, be entitled to delivery of the amount of Trust
assets represented by those Shares. The Trustee shall not accept any deposits of platinum after the date of termination. If any
Shares remain outstanding after the date of termination, the Trustee thereafter shall discontinue the registration of transfers
of Shares, shall not make any distributions to Shareholders, and shall not give any further notices or perform any further acts
under the Trust Agreement, except that the Trustee will continue to collect distributions pertaining to Trust assets and hold the
same uninvested and without liability for interest, pay the Trust’s expenses and sell platinum as necessary to meet those
expenses and will continue to deliver Trust assets, together with any distributions received with respect thereto and the net proceeds
of the sale of any other property, in exchange for Shares surrendered to the Trustee (after deducting or upon payment of, in each
case, the fee of the Trustee for the surrender of Shares, any expenses for the account of the Shareholders in accordance with the
terms and conditions of the Trust Agreement, and any applicable taxes or other governmental charges).
At any time after the expiration of 90
days following the date of termination of the Trust, the Trustee may sell the Trust assets then held under the Trust Agreement
and may thereafter hold the net proceeds of any such sale, together with any other cash then held by the Trustee under the Trust
Agreement, without liability for interest, for the pro rata benefit of the Shareholders that have not theretofore surrendered their
Shares. After making such sale, the Trustee shall be discharged from all obligations under the Trust Agreement, except to account
for such net proceeds and other cash (after deducting, in each case, any fees, expenses, taxes or other governmental charges payable
by the Trust, the fee of the Trustee for the surrender of Shares and any expenses for the account of the Shareholders in accordance
with the terms and conditions of the Trust Agreement, and any applicable taxes or other governmental charges). Upon the termination
of the Trust, the Sponsor shall be discharged from all obligations under the Trust Agreement except for its certain obligations
to the Trustee that survive termination of the Trust Agreement.
Amendments
The Trustee and the Sponsor may amend any
provisions of the Trust Agreement without the consent of any Shareholder. Any amendment that imposes or increases any fees or charges
(other than taxes and other governmental charges, registration fees or other such expenses), or that otherwise prejudices any substantial
existing right of the Shareholders will not become effective as to outstanding Shares until 30 days after notice of such amendment
is given to the Shareholders. Amendments to allow redemption for quantities of platinum smaller or larger than a Basket or to allow
for the sale of platinum to pay cash proceeds upon redemption shall not require notice pursuant to the preceding sentence. Every
Shareholder, at the time any amendment so becomes effective, shall be deemed, by continuing to hold any Shares or an interest therein,
to consent and agree to such amendment and to be bound by the Trust Agreement as amended thereby. In no event shall any amendment
impair the right of the Shareholder to surrender Baskets and receive therefor the amount of Trust assets represented thereby, except
in order to comply with mandatory provisions of applicable law.
On September 20, 2018, the Sponsor entered
into an amendment to the Trust Agreement with the Trustee (the “2018 DTA Amendment”), effective as of October 1, 2018.
The 2018 DTA Amendment reflects the changed name of the Trust from ETFS Platinum Trust to Aberdeen Standard Platinum ETF Trust,
the changed name of the Shares from ETFS Physical Platinum Shares to Aberdeen Standard Physical Platinum Shares ETF, and the changed
name of the Sponsor from ETF Securities USA LLC to Aberdeen Standard Investments ETFs Sponsor LLC. On
March 8, 2022, the Sponsor entered into an amendment to the Trust Agreement with the Trustee (the “2022 DTA Amendment”,
and together with the 2018 DTA Amendment, the “DTA Amendments”) as approved and directed by the Sponsor on behalf of
the Trust. The 2022 DTA Amendment reflects (1) the changes in the name of the Trust, effective
March 31, 2022, from Aberdeen Standard Platinum ETF Trust to abrdn Platinum ETF Trust and the change in the name of Shares, effective
March 31, 2022, from Aberdeen Standard Physical Platinum Shares ETF to abrdn Physical Platinum Shares ETF; and (2) the change in
the name of the Sponsor from “Aberdeen Standard Investments ETFs Sponsor LLC” to “abrdn ETFs Sponsor LLC,”
which occurred on March 1, 2022. No other material changes to the Trust Agreement were made in connection with the DTA Amendments.
Governing Law; Consent to New York Jurisdiction
The Trust Agreement, and the rights of
the Sponsor, the Trustee, DTC (as registered owner of the Trust’s global certificates for Shares) and the Shareholders under
the Trust Agreement, are governed by the laws of the State of New York. The Sponsor, the Trustee and each Authorized Participant
by its delivery of an Authorized Participant Agreement and each Shareholder by accepting a Share, consents to the jurisdiction
of the courts of the State of New York and any federal courts located in the borough of Manhattan in New York City. Such consent
in not required for any person to assert a claim of New York jurisdiction over the Sponsor or the Trustee.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the material
US federal income tax consequences that generally applies to the purchase, ownership and disposition of Shares by a US Shareholder,
and certain US federal income tax consequences that may apply to an investment in Shares by a Non-US Shareholder (as defined below).
The discussion represents, insofar as it describes conclusions as to US federal income tax law and subject to the limitations and
qualifications described below, the opinion of Dechert LLP, counsel to the Sponsor and special US tax counsel to the Trust. An
opinion of counsel, however, is not binding on the United States Internal Revenue Service (IRS) or on the courts, and does not
preclude the IRS from taking a contrary position. The discussion below is based on the Code, United States Treasury Regulations
(“Treasury Regulations”) promulgated under the Code and judicial and administrative interpretations of the Code, all
as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively. The tax
treatment of Shareholders may vary depending upon their own particular circumstances. Certain Shareholders (including broker-dealers,
traders, banks and other financial institutions, insurance companies, real estate investment trusts, tax-exempt entities, Shareholders
whose functional currency is not the US dollar or other investors with special circumstances) may be subject to special rules not
discussed below. In addition, the following discussion applies only to investors who hold Shares as “capital assets”
within the meaning of Code section 1221 and not as part of a straddle, hedging transaction or a conversion or constructive sale
transaction. Moreover, the discussion below does not address the effect of any state, local or foreign tax law or any transfer
tax on an owner of Shares. Purchasers of Shares are urged to consult their own tax advisors with respect to all federal, state,
local and foreign tax law or any transfer tax considerations potentially applicable to their investment in Shares.
For purposes of this discussion, a “US
Shareholder” is a Shareholder that is:
| ● | an individual who is a citizen or resident of the United States; |
| ● | a corporation (or other entity treated as a corporation for US federal tax purposes) created or
organized in or under the laws of the United States or any political subdivision thereof; |
| ● | an estate, the income of which is includible in gross income for US federal income tax purposes
regardless of its source; or |
| ● | a trust, if a court within the United States is able to exercise primary supervision over the administration
of the trust and one or more US persons have the authority to control all substantial decisions of the trust. |
A Shareholder that is not a US Shareholder (other than a partnership, or an entity treated as a partnership for US federal tax purposes)
generally is considered a “Non-US Shareholder” for purposes of this discussion. For US federal income tax purposes, the treatment
of any beneficial owner of an interest in a partnership, including any entity treated as a partnership for US federal income tax purposes,
generally depends upon the status of the partner and upon the activities of the partnership. Partnerships and partners in partnerships
should consult their tax advisors about the US federal income tax consequences of purchasing, owning and disposing of Shares.
Taxation of the Trust
The Trust is classified as a “grantor
trust” for US federal income tax purposes. As a result, the Trust itself is not subject to US federal income tax. Instead,
the Trust’s income and expenses “flow through” to the Shareholders, and the Trustee reports the Trust’s
income, gains, losses and deductions to the IRS on that basis.
Taxation of US Shareholders
Shareholders generally are treated, for
US federal income tax purposes, as if they directly owned a pro rata share of the underlying assets held by the Trust. Shareholders
are also treated as if they directly received their respective pro rata share of the Trust’s income, if any, and as if they
directly incurred their respective pro rata share of the Trust’s expenses. In the case of a Shareholder that purchases Shares
for cash, its initial tax basis in its pro rata share of the assets held in the Trust at the time it acquires its Shares is equal
to its cost of acquiring the Shares. In the case of a Shareholder that acquires its Shares as part of a creation of a Basket, the
delivery of platinum to the Trust in exchange for the Shares is not a taxable event to the Shareholder, and the Shareholder’s
tax basis and holding period for the Shares are the same as its tax basis and holding period for the platinum delivered in exchange
therefor (except to the extent of any cash contributed for such Shares). For purposes of this discussion, it is assumed that all
of a Shareholder’s Shares are acquired on the same date and at the same price per Share. Shareholders that hold multiple
lots of Shares, or that are contemplating acquiring multiple lots of Shares, should consult their tax advisors.
When the Trust sells or transfers platinum,
for example to pay expenses, a Shareholder generally will recognize gain or loss in an amount equal to the difference between (1)
the Shareholder’s pro rata share of the amount realized by the Trust upon the sale or transfer and (2) the Shareholder’s
tax basis for its pro rata share of the platinum that was sold or transferred. Such gain or loss will generally be long-term or
short-term capital gain or loss, depending upon whether the Shareholder has a holding period in its Shares of longer than one year.
A Shareholder’s tax basis for its share of any platinum sold by the Trust generally will be determined by multiplying the
Shareholder’s total basis for its Shares immediately prior to the sale, by a fraction the numerator of which is the amount
of platinum sold, and the denominator of which is the total amount of the platinum held in the Trust immediately prior to the sale.
After any such sale, a Shareholder’s tax basis for its pro rata share of the platinum remaining in the Trust will be equal
to its tax basis for its Shares immediately prior to the sale, less the portion of such basis allocable to its share of the platinum
that was sold.
Upon a Shareholder’s sale of some
or all of its Shares, the Shareholder will be treated as having sold a pro rata share of the platinum held in the Trust at the
time of the sale. Accordingly, the Shareholder generally will recognize gain or loss on the sale in an amount equal to the difference
between (1) the amount realized pursuant to the sale of the Shares, and (2) the Shareholder’s tax basis for the Shares sold,
as determined in the manner described in the preceding paragraph.
A redemption of some or all of a Shareholder’s
Shares in exchange for the underlying platinum represented by the Shares redeemed generally will not be a taxable event to the
Shareholder. The Shareholder’s tax basis for the platinum received in the redemption generally will be the same as the Shareholder’s
tax basis for the Shares redeemed. The Shareholder’s holding period with respect to the platinum received should include
the period during which the Shareholder held the Shares redeemed. A subsequent sale of the platinum received by the Shareholder
will be a taxable event.
An Authorized Participant and other investors
may be able to re-invest, on a tax-deferred basis, in-kind redemption proceeds received from exchange-traded products that are
substantially similar to the Trust in the Trust’s Shares. Authorized Participants and other investors should consult their
tax advisors as to whether and under what circumstances the reinvestment in the Shares of proceeds from substantially similar exchange-traded
products can be accomplished on a tax-deferred basis.
Under current law, gains recognized by
individuals, estates or trusts from the sale of “collectibles,” including physical platinum, held for more than one
year are taxed at a maximum federal income tax rate of 28%, rather than the 20% rate applicable to most other long-term capital
gains. For these purposes, gains recognized by an individual upon the sale of Shares held for more than one year, or attributable
to the Trust’s sale of any physical platinum which the Shareholder is treated (through its ownership of Shares) as having
held for more than one year, generally will be taxed at a maximum rate of 28%. The tax rates for capital gains recognized upon
the sale of assets held by an individual US Shareholder for one year or less or by a corporate taxpayer are generally the same
as those at which ordinary income is taxed.
In addition, high-income individuals and
certain trusts and estates are subject to a 3.8% Medicare contribution tax that is imposed on net investment income and gain. Shareholders
should consult their tax advisor regarding this tax.
Brokerage Fees and Trust Expenses
Any brokerage or other transaction fees
incurred by a Shareholder in purchasing Shares is treated as part of the Shareholder’s tax basis in the Shares. Similarly,
any brokerage fee incurred by a Shareholder in selling Shares reduces the amount realized by the Shareholder with respect to the
sale.
Shareholders will be required to recognize
a gain or loss upon a sale of platinum by the Trust (as discussed above), even though some or all of the proceeds of such sale
are used by the Trustee to pay Trust expenses. Shareholders may deduct their respective pro rata share of each expense incurred
by the Trust to the same extent as if they directly incurred the expense. Shareholders who are individuals, estates or trusts,
however, may be required to treat some or all of the expenses of the Trust, to the extent that such expenses may be deducted, as
miscellaneous itemized deductions. Miscellaneous itemized deductions, including expenses for the production of income, will not
be deductible for either regular federal income tax or alternative minimum tax purposes for taxable years before January 1, 2026,
and thereafter generally are (i) deductible only to the extent that the aggregate of a Shareholder’s miscellaneous itemized
deductions exceeds 2% of such Shareholder’s adjusted gross income for federal income tax purposes, (ii) not deductible for
purposes of the alternative minimum tax and (iii) are subject to the overall limitation on itemized deductions under the Code.
Investment by Regulated Investment Companies
Mutual funds and other investment vehicles
which are “regulated investment companies” within the meaning of Code section 851 should consult with their tax advisors
concerning (1) the likelihood that an investment in Shares, although they are a “security” within the meaning of the
Investment Company Act of 1940, may be considered an investment in the underlying platinum for purposes of Code section 851(b),
and (2) the extent to which an investment in Shares might nevertheless be consistent with preservation of their qualification under
Code section 851. In administrative guidance, the IRS stated that it will no longer issue rulings under Code section 851(b) relating
to the determination of whether or not an instrument or position is a “security”, but, instead, intends to defer to
guidance from the SEC for such determination.
United States Information Reporting
and Backup Withholding Tax for US and Non-US Shareholders
The Trustee or the appropriate broker will
file certain information returns with the IRS, and provides certain tax-related information to Shareholders, in accordance with
applicable Treasury Regulations. Each Shareholder will be provided with information regarding its allocable portion of the Trust’s
annual income (if any) and expenses.
A US Shareholder may be subject to US backup
withholding tax in certain circumstances unless it provides its taxpayer identification number and complies with certain certification
procedures. Non-US Shareholders may have to comply with certification procedures to establish that they are not a US person in
order to avoid the backup withholding tax.
The amount of any backup withholding tax
will be allowed as a credit against a Shareholder’s US federal income tax liability and may entitle such a Shareholder to
a refund, provided that the required information is furnished to the IRS.
Income Taxation of Non-US Shareholders
The Trust does not expect to generate taxable
income except for gains (if any) upon the sale of platinum. A Non-US Shareholder generally is not subject to US federal income
tax with respect to gains recognized upon the sale or other disposition of Shares, or upon the sale of platinum by the Trust, unless
(1) the Non-US Shareholder is an individual and is present in the United States for 183 days or more during the taxable year of
the sale or other disposition, and the gain is treated as being from United States sources; or (2) the gain is effectively connected
with the conduct by the Non-US Shareholder of a trade or business in the United States.
Taxation in Jurisdictions other than
the United States
Prospective purchasers of Shares that are
based in or acting out of a jurisdiction other than the United States are advised to consult their own tax advisers as to the tax
consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United States to which they are subject),
of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular, as to whether any value added
tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing.
ERISA AND RELATED CONSIDERATIONS
The Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), and/or Code section 4975 impose certain requirements on certain employee benefit
plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans, and certain
commingled investment vehicles or insurance company general or separate accounts in which such plans or arrangements are invested
(collectively, “Plans”), and on persons who are fiduciaries with respect to the investment of “plan assets”
of a Plan. Government plans and some church plans are not subject to the fiduciary responsibility provisions of ERISA or the provisions
of section 4975 of the Code, but may be subject to substantially similar rules under other federal law, or under state or local
law (“Other Law”).
In contemplating an investment of a portion
of Plan assets in Shares, the Plan fiduciary responsible for making such investment should carefully consider, taking into account
the facts and circumstances of the Plan and the “Risk Factors” discussed above and whether such investment is consistent
with its fiduciary responsibilities under ERISA or Other Law, including, but not limited to: (1) whether the investment is permitted
under the plan’s governing documents, (2) whether the fiduciary has the authority to make the investment, (3) whether the
investment is consistent with the plan’s funding objectives, (4) the tax effects of the investment on the Plan, and (5) whether
the investment is prudent considering the factors discussed in this prospectus. In addition, ERISA and Code section 4975 prohibit
a broad range of transactions involving assets of a plan and persons who are “parties in interest” under ERISA or “disqualified
persons” under section 4975 of the Code. A violation of these rules may result in the imposition of significant excise taxes
and other liabilities. Plans subject to Other Law may be subject to similar restrictions.
It is anticipated that the Shares will
constitute “publicly offered securities” as defined in the Department of Labor “Plan Asset Regulations,”
§2510.3-101 (b)(2) as modified by section 3(42) of ERISA. Accordingly, pursuant to the Plan Asset Regulations, only Shares
purchased by a Plan, and not an interest in the underlying assets held in the Trust, should be treated as assets of the Plan, for
purposes of applying the “fiduciary responsibility” rules of ERISA and the “prohibited transaction” rules
of ERISA and the Code. Fiduciaries of plans subject to Other Law should consult legal counsel to determine whether there would
be a similar result under the Other Law.
Investment by Certain Retirement Plans
Code section 408(m) provides that the acquisition
of a “collectible” by an individual retirement account (“IRA”) or a participant-directed account maintained
under any plan that is tax-qualified under Code section 401(a) (“Tax Qualified Account”) is treated as a taxable distribution
from the account to the owner of the IRA, or to the participant for whom the Tax Qualified Account is maintained, of an amount
equal to the cost to the account of acquiring the collectible. The term “collectible” is defined to include, with certain
exceptions, “any metal or gem.” The IRS has issued several private letter rulings to the effect that a purchase by
an IRA, or by a participant-directed account under a Code section 401(a) plan, of publicly-traded shares in a trust holding precious
metals will not be treated as resulting in a taxable distribution to the IRA owner or Tax Qualified Account participant under Code
section 408(m). However, the private letter rulings provide that if any of the Shares so purchased are distributed from the IRA
or Tax Qualified Account to the IRA owner or Tax Qualified Account participant, or if any precious metal is received by such IRA
or Tax Qualified Account upon the redemption of any of the Shares purchased by it, the Shares or precious metal so distributed
will be subject to federal income tax in the year of distribution, to the extent provided under the applicable provisions of Code
sections 408(d), 408(m) or 402. Accordingly, potential IRA or Tax Qualified Account investors
are urged to consult with their own professional advisors concerning the treatment of an investment in Shares under Code section
408(m).
PLAN OF DISTRIBUTION
The Trust issues Shares in Baskets to Authorized
Participants in exchange for deposits of platinum on a continuous basis. The Trust does not issue fractions of a Basket. Because
new Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a “distribution,”
as such term is used in the Securities Act, will be occurring. Broker-dealers and other persons are cautioned that some of their
activities will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters
and subject them to the prospectus-delivery and liability provisions of the Securities Act. For example, a broker-dealer firm or
its client will be deemed a statutory underwriter if it purchases a Basket from the Trust, breaks the Basket down into the constituent
Shares and sells the Shares directly to its customers; or if it chooses to couple the creation of a supply of new Shares with an
active selling effort involving solicitation of secondary market demand for the Shares. A determination of whether a particular
market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the
broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description
of all the activities that could lead to designation as an underwriter.
Investors that purchase Shares through
a commission/fee-based brokerage account may pay commissions/fees charged by the brokerage account. We recommend that investors
review the terms of their brokerage accounts for details on applicable charges.
Dealers that are not “underwriters”
but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares
that are part of an “unsold allotment” within the meaning of section 4(a)(3)(C) of the Securities Act, would be unable
to take advantage of the prospectus-delivery exemption provided by section 4(a)(3) of the Securities Act.
The Sponsor intends to qualify the Shares
in states selected by the Sponsor and that sales be made through broker-dealers who are members of FINRA. Investors intending to
create or redeem Baskets through Authorized Participants in transactions not involving a broker-dealer registered in such investor’s
state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements
under the state securities laws prior to such creation or redemption.
The offering of Baskets is being made in
compliance with applicable rules of FINRA. The Authorized Participants will not receive from the Trust or the Sponsor any compensation
in connection with an offering of the Shares. Accordingly, there is, and will be, no payment of underwriting compensation in connection
with any such offering of Shares in excess of 10% of the gross proceeds of the offering.
Pursuant to a Marketing Agent Agreement
(the “Agent Agreement”) between ALPS Distributors, Inc. (the “Marketing Agent”) and the Sponsor, the Marketing
Agent provides marketing services under contract to the Sponsor and is paid by the Sponsor a certain amount per annum, plus any
fees or disbursements incurred by the Marketing Agent in connection with marketing of the Trust and its Shares. The Trust is not
responsible for the payment of any amounts to the Marketing Agent. The Sponsor and its parent, abrdn Inc., are solely responsible
for the payment of the amounts due to the Marketing Agent under the Agent Agreement.
On September 20, 2018, the Agent Agreement
was novated from ETF Securities (US) LLC (formerly known as ETFS Marketing LLC) to the Sponsor, effective as of October 1, 2018.
See “Creation and Redemption of Shares” for additional
information about the Trust’s procedures for issuance of Shares in Baskets.
Under the Agent Agreement, the Marketing Agent provides the
following services to the Sponsor:
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Consult with the Sponsor on the development of FINRA-compliant marketing campaigns; |
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Consult with the Trust’s legal counsel on free-writing prospectus materials and disclosures in all marketing materials; |
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Review and file with FINRA marketing materials that are not free-writing prospectus materials; |
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Register and oversee supervisory activities of FINRA-licensed personnel; and |
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Maintain books and records related to the services provided. |
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The Shares trade on the NYSE Arca under the symbol “PPLT”. |
LEGAL MATTERS
The validity of the Shares has been passed
upon for the Sponsor by Dechert LLP, Washington, DC, who, as special US tax counsel to the Trust, also rendered an opinion regarding
the material US federal income tax consequences relating to the Shares.
EXPERTS
The financial statements of the Trust as
of December 31, 2022, and management’s assessment of the effectiveness of internal control over financial reporting as of
December 31, 2022 have been incorporated by reference herein and in the registration statement in reliance upon the reports of
KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon authority of said firm as experts
in accounting and auditing.
VALUATION OF PLATINUM
At the time of the Trust’s inception,
the Sponsor determined that the Trust was not an investment company within the scope of Financial Accounting Standards Board (“FASB”)
Codification of Accounting Standards, Topic 946, Financial Services—Investment Companies (Topic 946). Consequently, the Trust
did not prepare the disclosures applicable to investment companies under Topic 946, including the presentation of its platinum
assets at “fair value” as defined in Topic 946. Instead, the Trust valued its platinum assets at the lower of cost
or fair value in accordance with ASC 330, Inventory and ASC 270, Interim Reporting.
Following the release of FASB Accounting
Standards Update ASU 2013-08, Financial Services—Investments Companies (Topic 946): Amendments to the Scope, Measurement
and Disclosure Requirements, the Sponsor re-evaluated whether the Trust met the revised definition of an investment company 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.
As a result of the change in the evaluation
of investment company status, the Trust has, from January 1, 2014, presented its platinum assets at “fair value” as
defined in FASB ASC Topic 820, Fair Value Measurements and Disclosures.
INCORPORATION BY REFERENCE OF CERTAIN
DOCUMENTS
This prospectus is a part of a registration
statement on Form S-3 filed by the Sponsor with the SEC under the Securities Act of 1933. As permitted by the rules and regulations
of the SEC, this prospectus does not contain all of the information contained in the registration statement and the exhibits and
schedules thereto. For further information about the Trust and about the securities offered hereby, you should consult the registration
statement and the exhibits and schedules thereto. You should be aware that statements contained in this prospectus concerning the
provisions of any documents filed as an exhibit to the registration statement or otherwise filed with the SEC are not necessarily
complete, and in each instance reference is made to the copy of such document as so filed.
The SEC allows the “Incorporation
by reference” of information into this prospectus, which means that information may be disclosed to you by referring you
to other documents filed or which will be filed with the SEC. The following documents filed or to be filed by the Trust are so
incorporated by reference:
In addition, unless otherwise provided
therein, any reports filed by the Trust with the SEC pursuant to section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 after the initial filing date of the registration statement of which this prospectus forms a part and before the termination
or completion of this offering shall be deemed to be incorporated by reference in this prospectus and to be a part of it from the
filing dates of such documents and shall automatically update or replace, as applicable, any information included in, or incorporated
by reference into this prospectus.
Certain statements in and portions of this
prospectus update, modify, or replace information in the above listed documents incorporated by reference. Likewise, statements
in or portions of a future document incorporated by reference in this prospectus may update, modify or replace statements in and
portions of this prospectus or the above listed documents.
The Trust posts on its website (www.abrdn.com/usa/etf )
its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports
filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably
practicable after the Sponsor, on behalf of the Trust, electronically files such material with, or furnishes it to, the SEC. The
Trust’s website and the information contained on that site, or connected to that site, are not incorporated into and are
not a part of this prospectus. The Trust will provide to each person, including any beneficial owner, to whom a prospectus is
delivered, a copy of any and all reports or documents that have been incorporated by reference in the prospectus but which are
not delivered with the prospectus; copies of any of these documents may be obtained free of charge through the Trust’s website
or by contacting the Trust, c/o abrdn ETFs Sponsor LLC, 1900 Market Street, Suite 200, Philadelphia, PA 19103, or by calling 844-383-7289.
You should rely only on the information
contained in this prospectus or to which we have referred you. We have not authorized any person to provide you with different
information or to make any representation not contained in this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The Sponsor has filed on behalf of the
Trust a registration statement on Form S-3 with the SEC under the Securities Act. This prospectus does not contain all of the information
set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted
in accordance with the rules and regulations of the SEC. For further information about the Trust or the Shares, please refer to
the registration statement.
Information about the Trust and the Shares
can also be obtained from the Trust’s website. The internet address of the Trust’s website is www.abrdn.com/usa/etf.
This internet address is only provided here as a convenience to you to allow you to access the Trust’s website, and the
information contained on or connected to the Trust’s website is not part of this prospectus or the registration statement
of which this prospectus is part.
The Trust is subject to the informational
requirements of the Exchange Act and the Sponsor, on behalf of the Trust, will file quarterly and annual reports and other information
with the SEC.
The SEC maintains a website at http://www.sec.gov
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with
the SEC.
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abrdn
Platinum ETF Trust
Shares of
abrdn Physical Platinum Shares ETF