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and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing |
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial |
Reporting A company’s internal control over financial reporting |
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial |
statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over |
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, |
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions |
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and |
that receipts and expenditures of the company are being made only in |
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or |
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the |
financial statements. Because of its inherent limitations, internal control over financial |
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject |
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or |
procedures may deteriorate. /s/ KPMG LLP New York, New York February 28, 2023 44 Item |
9B. Other Information Not |
applicable. 45 PART |
III Item |
10. Directors, Executive Officers and Corporate Governance The |
Trust has no directors or executive officers. The biographies of the President and Chief Executive Officer of the Sponsor and |
the Chief Financial Officer and Treasurer of the Sponsor are set out be Steven |
Dunn – President and Chief Executive Officer Mr. |
Dunn, CIMA®, is the Head of Exchange Traded Funds at abrdn Inc.. Mr. Dunn guides the firm's strategic direction and distribution |
strategy for ETFs. Previously, he was a Director with Deutsche Asset and Wealth Management in charge of managing relationships |
with US ETF Strategists and overseeing the Eastern Division sales team. Prior to that, Mr. Dunn was a consultant at Brandywine |
Global Investment Management and has also held sales and distribution strategy positions at iShares, Blackrock and Vanguard. Mr. |
Dunn holds a B.A. degree in Public Administration from Shippensburg University of Pennsylvania and has completed his MBA at Pennsylvania |
State University. He holds the Series 7, 24, and 63 registrations as well as the Certified Investment Management Analyst® |
(CIMA®). Andrea |
Melia – Chief Financial Officer and Treasurer Ms. |
Melia is Vice President and Senior Director of Product Management for abrdn Inc. Ms. Melia has managed the fund administration |
team since joining abrdn Inc. in September 2009. Prior to joining abrdn Inc., Ms. Melia was Director of fund administration |
and accounting oversight for Princeton Administrators LLC, a division of BlackRock Inc. and had worked with Princeton Administrators |
since 1992. Ms. Melia holds a BS in Accounting from University of Scranton and a MBA from Rider University. Departure of Directors or Principal Officers; Election of Directors; |
Appointment of Principal Officers. In connection with her retirement, |
Andrea Melia has resigned as Chief Financial Officer and Treasurer of the Sponsor, to be effective on February 28, 2023, immediately after |
the filing of this report. Ms. Melia has served as Principal Financial Officer of the Registrant. Brian Kordeck was appointed as Chief |
Financial Officer and Treasurer of the Sponsor, to be effective on February 28, 2023, immediately after the filing of this report. Mr. |
Kordeck will serve as Principal Financial Officer of the Registrant. Brian Kordeck, age 44, joined abrdn Inc. (the parent company of the |
Sponsor) as a Senior Fund Administrator in 2013 and is currently a Senior Product Manager with the company. Prior to joining abrdn Inc., |
Mr. Kordeck held financial reporting manager roles at the Bank of New York Mellon and The Investment Fund for Foundations. Mr. Kordeck |
began his career as an auditor with PricewaterhouseCoopers LLP, focusing on the investment management industry. Mr. Kordeck holds a BS |
in Business Administration from La Salle University. As |
described under Item 1 above, abrdn Inc. is the parent of the Sponsor. Item |
11. Executive Compensation The |
Trust has no directors or executive officers. The only ordinary expense paid by the Trust is the Sponsor’s Fee. Item |
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security |
Ownership of Certain Beneficial Owners There |
are no persons known by the Trust to own directly or indirectly beneficially more than 5% of the outstanding Shares of the Trust. Security |
Ownership of Management Not |
applicable. Change |
in Control Neither |
the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in control of the Trust. 46 Item |
13. Certain Relationships and Related Transactions, and Director Independence The |
Trust has no directors or executive officers. 47 Item |
14. Principal Accounting Fees and Services Fees |
for services performed by KPMG LLP for the years ended December 31, 2022 and 2021 New |
York, NY Auditor ID: 185 December 31, 2022 December 31, 2021 Audit fees – KPMG $ 77,250 $ 77,250 Audit related fees - KPMG 21,000 — $ 98,250 $ 77,250 Audit |
Fees are fees paid by the Sponsor to KPMG LLP for professional services for the audit of the Trust’s financial statements |
included in the Form 10-K and review of financial statements included in the Form 10-Qs, and for services that are normally provided |
by the accountants in connection with regulatory filings or engagements. Audit Related Fees are paid by the Sponsor to KPMG LLP |
for assurance and related services that are reasonably related to the performance of the audit or review of the Trust’s |
financial statements. These services include the accountant providing a consent letter related to the Trust's registration statement |
filing. Pre-Approval |
Policies and Procedures As |
referenced in Item 10 above, the Trust has no board of directors, and as a result, has no pre-approval policies or procedures |
with respect to fees paid to KPMG LLP. Such determinations are made by the Sponsor. 48 PART |
IV Item |
15. Exhibits, Financial Statement Schedules 1. |
Financial Statements See |
Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein. 2. |
Financial Statement Schedules Schedules |
have been omitted since they are either not required, not applicable, or the information has otherwise been included. 3. |
Exhibits Exhibit |
No. Description 4.1(a) Depositary |
Trust Agreement, incorporated by reference to Exhibit 4.1 filed with Registration Statement No. 333-158221 on September 1, |
2009 4.1(b) Amendment |
to the Depositary Trust Agreement effective October 1, 2018, incorporated by reference to Exhibit 4.1 filed with Registration |
Statement No. 333-234637 on November 12, 2019 4.1(c) Second |
Amendment to the Depositary Trust Agreement effective December 1, 2018, incorporated by reference to Exhibit 4.1 filed with |
the Trust’s Current Report on Form 8-K on December 6, 2018 4.1(d) Third |
Amendment to the Depository Trust Agreement effective June 20, 2019, incorporated by reference to Exhibit 4.1 filed with the |
Trust’s Current Report on Form 8-K on June 13, 2019 4.2 Form |
of Authorized Participant Agreement, incorporated by reference to Exhibit 4.2 with Registration Statement No, 333-262463 on |
February 1, 2022. 4.3 Certificate |
of Beneficial Interest, incorporated by reference to Exhibit 4.3 filed with Registration Statement No. 333-158221 on September |
1, 2009 10.1(a) Allocated |
Account Agreement, incorporated by reference to Exhibit 10.1 filed with Registration Statement No. 333-158221 on September |
1, 2009 10.1(b) Amendment |
to the Allocated Account Agreement effective October 1, 2018, incorporated by reference to Exhibit 10.1 filed with the Trust’s |
Current Report on Form 8-K on October 5, 2018 10.1(c) Amendment |
to the Allocated Account Agreement and the Unallocated Account Agreement effective June 29, 2019, incorporated by reference |
to Exhibit 10.1 field with the Trust’s Current Report on Form 8-K on June 13, 2019 10.1(d) Second |
amendment to the Allocated Account Agreement effective June 5, 2020 incorporated by reference to Exhibit 10.1 filed with the |
Trust’s Current Report on Form 8-K on June 11, 2020 10.2(a) Unallocated |
Account Agreement, incorporated by reference to Exhibit 10.2 filed with Registration Statement No. 333-158221 on September |
1, 2009 10.2(b) Amendment |
to the Unallocated Account Agreement effective October 1, 2018, incorporated by reference to Exhibit 10.2 filed with the Trust’s |
Current Report on Form 8-K on October 5, 2018 49 10.2(c) Second |
amendment to the Unallocated Account Agreement effective June 5, 2020 incorporated by reference to Exhibit 10.2 filed with |
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