SECOND AMENDMENT TO DEPOSITARY TRUST AGREEMENT

EXHIBIT 4.4

SECOND AMENDMENT TO DEPOSITARY TRUST AGREEMENT

THIS SECOND AMENDMENT (this “Amendment”) to the Depositary Trust Agreement dated as of April 21, 2006 is entered into on October 31, 2012, by and among BLACKROCK ASSET MANAGEMENT INTERNATIONAL INC., a Delaware corporation, in its capacity as retiring sponsor, iSHARES^® DELAWARE TRUST SPONSOR LLC, a Delaware limited liability company, as successor sponsor (the “Successor Sponsor”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee.

W I T N E S S E T H :

WHEREAS the “iShares^® Silver Trust” was created pursuant to the Depositary Trust Agreement dated as of April 21, 2006 executed by Barclays Global Investors International Inc., a Delaware corporation now known as BlackRock Asset Management International Inc., as the initial sponsor of the Trust (in such capacity, the “Initial Sponsor”) and the Trustee (the “Depositary Trust Agreement”); and

WHEREAS the Depositary Trust Agreement was previously amended by a First Amendment dated November 30, 2009; and

WHEREAS the parties hereto wish further to amend the Depositary Trust Agreement to substitute iShares^® Delaware Trust Sponsor LLC in lieu of BlackRock Asset Management International Inc. as the sponsor of the Trust;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1. Definitions. Except as otherwise specified in this Amendment, or as the context may otherwise require, capitalized terms shall have the meaning ascribed to them in the Depositary Trust Agreement.

Section 1.2. Rules of Construction. Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect in the United States;

(iii) “or” is not exclusive;

(iv) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Amendment as a whole and not to any particular Article, Section or other subdivision;

(v) “including” means including without limitation; and

(vi) words in the singular include the plural and words in the plural include the singular.

---

ARTICLE 2

AMENDMENTS TO THE DEPOSITARY TRUST AGREEMENT

Section 2.1. Text of the Amendments.

 

(a)

Section 1.1 of the Depositary Trust Agreement is amended as follows:

 

(1)

The definition of “Initial Sponsor”, with the meaning specified in the first recital hereof, is incorporated into such section.

 

(2)

The definition of “Sponsor” is amended to read in full as follows:

“Sponsor” means: from the date of the Depositary Trust Agreement to the effective date of the Second Amendment to the Depositary Trust Agreement, the Initial Sponsor; and from the effective date of the Second Amendment to the Depositary Trust Agreement, iShares^® Delaware Trust Sponsor LLC, a Delaware limited liability company, or its successor.

 

(b)

Section 7.5(b) of the Depositary Trust Agreement is amended to designate the following addresses for notices to the Sponsor:

iShares^® Delaware Trust Sponsor LLC

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Product Management Team, Intermediary Investor and Exchange-Traded Products Department

Telephone:            (▇▇▇) ▇▇▇-▇▇▇▇

Facsimile:             (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

iShares^® Delaware Trust Sponsor LLC

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Legal Department

Telephone:            (▇▇▇) ▇▇▇-▇▇▇▇

Facsimile:             (▇▇▇) ▇▇▇-▇▇▇▇

ARTICLE 3

ACCEPTANCE OF APPOINTMENT

Section 3.1 Acceptance of Appointment by Sponsor. iShares^® Delaware Trust Sponsor LLC hereby assumes all of the rights, duties and responsibilities of the sponsor under the Depositary Trust Agreement as of the effective date hereof.

 

-2-

---

ARTICLE 4

MISCELLANEOUS

Section 4.1. Certification and Effective Date of Amendment. In accordance with Section 6.1 of the Depositary Trust Agreement, the Initial Sponsor hereby certifies to the Trustee that the provisions of this Amendment do not increase any fees or charges relating to the Trust and do not otherwise prejudice any substantial existing right of the Registered Owners. This Amendment is effective as of the time when (i) an amendment to Registration Statement No. 333-184107 has been filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) such amendment has become effective under the Securities Act.

Section 4.1. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument. Copies of this Amendment shall be filed with the Trustee and shall be open to inspection by any Registered Owner during the Trustee’s business hours.

Section 4.2. Third-Party Beneficiaries. This Amendment is for the exclusive benefit of the parties hereto, and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.

Section 4.3. Severability. In case any one or more of the provisions contained in this Amendment should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Amendment shall in no way be affected, prejudiced or disturbed thereby.

Section 4.4. Governing Law. This Amendment shall be interpreted under, and all rights and duties under this Amendment shall be governed by, the internal substantive laws (but not the choice of law rules) of the State of New York.

[Signature Page Follows]

 

-3-

---

IN WITNESS WHEREOF, BLACKROCK ASSET MANAGEMENT INTERNATIONAL INC., iSHARES^® DELAWARE TRUST SPONSOR LLC, and THE BANK OF NEW YORK MELLON have duly executed this Second Amendment to the Depositary Trust Agreement as of the day and year first set forth above.

 

[Signature Page to Second Amendment to

Depositary Trust Agreement of iShares^® Silver Trust]

 

-4-