Exhibit 4.2

AUTHORIZED
PARTICIPANT AGREEMENT



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

RECITALS

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

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

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

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

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

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

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

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

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

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

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

| |                                    
| | -----------------------------------
| |                                    
| | (i) If to
 the Trustee:            
| | The Bank of
 New York Mellon       
| | 2 Hanson
 Place  Floor 9th        
| | Brooklyn, NY
 11217                
| | Attn: Jarvis
 Joseph               
| | Telephone:
 (718) 315-7500         
| | Facsimile:
 (732) 667-9478         
| | E-Mail: jarvis.joseph@bnymellon.com
| |                                    
| | (ii) If to
 the Sponsor:           
| |                                    
| | ETF Securities USA LLC             
| | c/o ETF
 Securities Limited        
| | Ordnance
 House                    

2

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| |                                         
| | ----------------------------------------
| | 31 Pier Road                            
| | Jersey                                  
| | JE4 8PW                                 
| | Channel
 Islands                        
| | Attn: Legal
 and Compliance             
| | Telephone:
 +44 1543 825 200            
| | Facsimile:
 [to be provided]            
| | E-Mail:
 legal.compliance@etfsl.com     
| | (iii) If to
 the Authorized Participant:
| |                                         
| | [AUTHORIZED
 PARTICIPANT]               
| | Attn:                                   
| | [APS
 ADDRESS]                         
| | Telephone:                              
| | Facsimile:                              
| | Telex:                                  

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

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

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

Section 9. Assignment.
No party to this Agreement shall assign any rights, or delegate the performance
of any obligations, arising hereunder without the prior written consent of the
other parties



3

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hereto, which shall not be unreasonably withheld; provided, that any
entity into which a party hereto may be merged or converted, or with which it
may be consolidated, or any entity resulting from any merger, consolidation or
conversion to which a party hereunder shall be a party, shall be the successor
of such party hereto. The party resulting from any such merger, conversion,
consolidation or succession shall promptly notify the other parties hereto of
the change. Any purported assignment or delegation in violation of these
provisions shall be null and void. Notwithstanding the foregoing, any successor
Trustee appointed in compliance with the applicable Trust Agreement shall
automatically become a party hereto and shall assume all the obligations, and
be entitled to all the rights and remedies of the Trustee hereunder with
respect to the applicable Trust.

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

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

[Signatures
Follow on Next Page]

4

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IN WITNESS WHEREOF,
the parties hereto have executed this Authorized Participant Agreement as of the
date set forth above.

THE BANK OF NEW YORK
MELLON, in its capacity as 
Trustee of the Trusts listed on Schedule A hereto

|       |  |  | 
|------ |  |  | 
|By:    | 
|       |  | 
|Name:  | 
|Title: | 
|Date:  | 

ETF SECURITIES USA
LLC, in its capacity as 
Sponsor of the Trusts listed on Schedule A hereto

|       |  |  | 
|------ |  |  | 
|By:    | 
|       |  | 
|Name:  | 
|Title: | 
|Date:  | 

[AUTHORIZED
PARTICIPANT]

|       |  |  | 
|------ |  |  | 
|By:    | 
|       |  | 
|Name:  | 
|Title: | 
|Date:  | 

5

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SCHEDULE A  APPLICABLE TRUSTS

|  |                                                                                                                                                                                                       
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ETFS Silver
 Trust, a trust created under New York law pursuant to that certain Depositary
 Trust Agreement between the Trustee and the Sponsor, as may be amended from
 time to time.                
|  |                                                                                                                                                                                                       
| | ETFS Gold
 Trust, a trust created under New York law pursuant to that certain Depositary
 Trust Agreement between the Trustee and the Sponsor, as may be amended from
 time to time.                  
|  |                                                                                                                                                                                                       
| | ETFS
 Platinum Trust, a trust created under New York law pursuant to that certain
 Depositary Trust Agreement between the Trustee and the Sponsor, as may be
 amended from time to time.              
|  |                                                                                                                                                                                                       
| | ETFS
 Palladium Trust, a trust created under New York law pursuant to that certain
 Depositary Trust Agreement between the Trustee and the Sponsor, as may be
 amended from time to time.             
|  |                                                                                                                                                                                                       
| | ETFS
 Precious Metals Basket Trust, a trust created under New York law pursuant to
 that certain Depositary Trust Agreement between the Trustee and the Sponsor,
 as may be amended from time to time.
|  |                                                                                                                                                                                                       
| | ETFS White
 Metals Basket Trust, a trust created under New York law pursuant to that
 certain Depositary Trust Agreement between the Trustee and the Sponsor, as
 may be amended from time to time.   
|  |                                                                                                                                                                                                       
| | ETFS Asian
 Gold Trust, a trust created under New York law pursuant to that certain
 Depositary Trust Agreement between the Trustee and the Sponsor, as may be
 amended from time to time.            

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

6

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DELIVERY LOCATIONS, BASKET SIZES 
AND BULLION OUNCES PER SHARE

Description of
Delivery and Basket Sizes:

|                                 |  |                       |  |                   |  |                           
|-------------------------------- |  | --------------------- |  | ----------------- |  | --------------------------
|                                 |  | Delivery of Bullion   |  | Shares Per Basket |  | Oz. per Share at Inception
|                                 |  |                       |  |                   |  |                           
|ETFS Physical Silver
 Shares     |  | Loco-London           |  | 100,000           |  | 1.0
 (Silver)             
|                                 |  |                       |  |                   |  |                           
|ETFS Physical Swiss Gold
 Shares |  | Loco-Zurich/London    |  | 50,000            |  | 0.1
 (Gold)               
|                                 |  |                       |  |                   |  |                           
|ETFS Physical Platinum
 Shares   |  | Loco-Zurich/London    |  | 50,000            |  | 0.1
 (Platinum)           
|                                 |  |                       |  |                   |  |                           
|ETFS Physical Palladium
 Shares  |  | Loco-Zurich/London    |  | 50,000            |  | 0.1
 (Palladium)          
|                                 |  |                       |  |                   |  |                           
|                                 |  |                       |  |                   |  | 0.03
 (Gold) &            
|ETFS Physical PM Basket
 Shares  |  | Loco-London           |  | 50,000            |  | 1.1
 (Silver);            
|                                 |  |                       |  |                   |  |                           
|                                 |  | Loco-Zurich/London    |  |                   |  | 0.004
 (Platinum) &       
|                                 |  |                       |  |                   |  | 0.006(Palladium)          
|                                 |  |                       |  |                   |  |                           
|ETFS Physical WM Basket Shares   |  | Loco-London           |  | 50,000            |  | 1.0
 (Silver);            
|                                 |  |                       |  |                   |  |                           
|                                 |  | Loco-Zurich/London    |  |                   |  | 0.01
 (Platinum) &        
|                                 |  |                       |  |                   |  | 0.008
 (Palladium)        
|                                 |  |                       |  |                   |  |                           
|ETFS Physical Asian Gold
 Shares |  | Loco-London/Singapore |  | 50,000            |  | 0.1
 (Gold)               

7

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SCHEDULE 1- CREATION AND REDEMPTION
PROCEDURES

8

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TABLE OF CONTENTS - SCHEDULE 1

|                                                                   |                                |    |     
|------------------------------------------------------------------ | ------------------------------ | -- | ----
|                                                                   |                                |    | Page
|                                                                   |                                |    |     
|                                                                   |                                |    |     
|ARTICLE I
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION |                                |   
|Section 1.01                                                       | Definitions                    |    | 2   
|Section 1.02                                                       | Interpretation                 |    | 6   
|                                                                   |                                |    |     
|ARTICLE II
 CREATION PROCEDURES                                    |                                |   
|Section 2.01                                                       | Initial
 Creation of Shares    |    | 7   
|Section 2.02                                                       | Subsequent
 Creation of Shares |    | 7   
|                                                                   |                                |    |     
|ARTICLE III
 REDEMPTION PROCEDURES                                 |                                |   
|Section 3.01                                                       | Redemption
 of Shares          |    | 9   
|                                                                   |                                |    |     
|ANNEX I TO
 CREATION AND REDEMPTION PROCEDURES                     |                                |   
|Creation/Redemption Order Form                                     |                                | 14
|                                                                   |                                |    |     
|ANNEX II TO
 CREATION AND REDEMPTION PROCEDURES                    |                                |   
|Order Entry System Terms and Conditions                            |                                | 16

S1-1

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SECOND AMENDED AND RESTATED 
CREATION AND REDEMPTION PROCEDURES

Adopted by
the Sponsor and Trustee (each as defined below) as of September 27, 2010

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

1933 Act means the
U.S. Securities Act of 1933, as amended.

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

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

Authorized Participantshall
have the meaning ascribed to the term in the introductory paragraph of the
Authorized Participant Agreement.

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

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

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

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

Basket Amount
shall mean the specific basket amount term defined in Section 1.1 of the
relevant Trust Agreement (e.g., the Basket Silver Amount in the case of the
ETFS Silver Trust;

S1-2

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the Basket Gold Amount in the case of the ETFS Gold Trust and the ETFS
Asian Gold Trust; the Basket Platinum Amount in the case of the ETFS Platinum
Trust; the Basket Palladium Amount in the case of the ETFS Palladium Trust;
and the Basket Bullion Amount in the case of the ETFS Precious Metals Basket
Trust and the ETFS White Metals Basket Trust).

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

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

Bullion shall mean
Silver, Gold, Platinum and/or Palladium as appropriate.

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

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

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

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

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

Custodian shall
mean, with respect to the ETFS Silver Trust, HSBC Bank USA National
Association, London Branch and, with respect to the ETFS Gold Trust, the ETFS
Platinum Trust, the ETFS Palladium Trust, the ETFS Precious Metals Basket Trust,
the ETFS White Metals Basket Trust and the ETFS Asian Gold Trust, JPMorgan
Chase Bank, N.A., each in their capacity as custodian under the Custodian
Agreements and any successor thereto or additional or other custodian appointed
in compliance with the provisions of the relevant Trust Agreements and relevant
Custodian Agreement(s).

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

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

S1-3

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

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

DTC shall mean The
Depository Trust Company, its nominees and their respective successors.

FINRA means the
Financial Industry Regulatory Authority.

Gold shall have
the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the
ETFS Gold Trust, the ETFS Precious Metals Basket Trust and the ETFS Asian Gold
Trust, as applicable, relating to gold.

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

LBMA shall mean
the London Bullion Market Association.

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

LPPM shall mean
the London Platinum and Palladium Market.

Order shall have
the meaning ascribed to it in Section 1 of the Authorized Participant
Agreement.

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

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

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

S1-4

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Palladium shall have the
meaning ascribed to the term in Section 1.1 of the Trust Agreements of the ETFS
Palladium Trust, the ETFS Precious Metals Basket Trust and the ETFS White
Metals Trust, as applicable, relating to palladium.

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

Platinum shall have the
meaning ascribed to the term in Section 1.1 of the Trust Agreements of the ETFS
Platinum Trust, the ETFS Precious Metals Basket Trust and the ETFS White Metals
Trust, as applicable, relating to platinum.

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

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

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

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

Shares means Shares
issued by the relevant Trust pursuant to the provisions of the relevant Trust
Agreement.

Silver shall have the
meaning ascribed to the term in Section 1.1 of the Trust Agreements of the ETFS
Silver Trust, the ETFS Precious Metals Basket Trust and the ETFS White Metals
Trust, as applicable, relating to silver.

Singapore Business Day
shall mean a day (other than a Saturday, Sunday or a public holiday in
Singapore) on which commercial banks generally and the over-the-counter markets
in gold, with respect to the ETFS Asian Gold Trust, are open for the
transaction of business in Singapore.

Sponsor shall mean ETF
Securities USA LLC, a Delaware limited liability company.

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

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

S1-5

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

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

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

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

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

Section
1.02. Interpretation. In these Procedures:

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

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

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

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

S1-6

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

ARTICLE II

CREATION PROCEDURES

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

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

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

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

| |                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 Telephone/fax Order  An Authorized Representative shall have placed a
 telephone call to the Trustees Creation and Redemption Line and has received
 an Order Number from the Trustee for insertion in the Purchase Order, or
| |                                                                                                                                                                                                                                     
| | (ii)
Web-based Order  An Authorized Representative shall have accessed the
 Trustees online services (www.etfservices.bankofny.com)                                                                                               

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

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

d. As soon as reasonably practicable following
receipt of a properly completed Purchase Order but not later than 5:30 p.m.
(New York time) on the Order Date for such Purchase Order, the Trustee shall
send to the Authorized Participant (with copy to the

S1-7

---



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

e. Each Purchase Order shall settle on the third
Business Day following the Order Date. The Basket Amount corresponding to each
Basket must be deposited in the Custodial Unallocated Account in unallocated
Bullion (i) loco London with respect to Silver for the ETFS Silver Trust, the
ETFS Precious Metals Basket Trust and the ETFS White Metals Basket Trust, (ii)
loco London with respect to Gold for the ETFS Precious Metals Basket Trust,
(iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust,
(iv) loco Zurich or loco London with respect to Platinum and Palladium for the
ETFS Platinum Trust, the ETFS Palladium Trust, the ETFS Precious Metals Basket
Trust and the ETFS White Metals Basket Trust, and (v) loco Singapore or loco
London with respect to Gold for the ETFS Asian Gold Trust, , no later than
11:00 a.m. (London time) on the third Business Day following the Order Date.
With respect to Gold for the ETFS Gold Trust and the ETFS Asian Gold Trust and
where the Authorized Participant elects loco London, the Authorized Participant
must first agree to the cost of the loco swap with the Custodian and reimburse
the Custodian for any amount owed under such swap.

f. The Custodian shall advise the Trustee in
writing of the deposits made to the Custodial Allocated Account in connection
with each Purchase Order. Upon receipt of such advice, the Trustee shall
determine whether a deposit of Bullion required to be made pursuant to Section
2.02e. has not been noted as deposited in the Trustees Custodial Unallocated
Account. In such event, the Trustee shall, by the Trustees close of business
on the second Business Day following the Order Date, (i) send to the Custodian,
via electronic mail message, a request that the Custodian confirm that the
Custodian did not receive the anticipated deposit of Bullion, and (ii) send to
the Authorized Participant whose deposit was not received, via facsimile at the
facsimile number specified by the Authorized Participant in the Purchase Order,
a concurrent copy of such request.

g. On the third Business Day following the Order
Date corresponding to a Purchase Order, or on such earlier date and time as the
Trustee in its absolute discretion may agree with

S1-8

---



the Authorized Participant, the Trustee shall issue the aggregate
number of Shares corresponding to the Baskets ordered by the Authorized
Participant and Deliver them, by credit to the account at DTC which the
Authorized Participant shall have identified for such purpose in its Purchase
Order, provided that, by 9:00 a.m. (New York time) on the date such issuance
and Delivery is to take place:

| |                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the
 Custodian shall have reported in writing to the Trustee that the
 corresponding required amount of Bullion has been deposited in the Trustees
 Custodial Unallocated Account in compliance with the provisions of Section
 2.02e. above and
| |                                                                                                                                                                                                                                                      
| | (ii) the
 Authorized Participant shall have paid or agreed to pay the Trustee a per
 order transaction fee in the amount of US$500, if applicable.                                                                                                   

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

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

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

S1-9

---



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

ARTICLE III

REDEMPTION PROCEDURES

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

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

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

| |                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 Telephone/fax Order  An Authorized Representative shall have placed a
 telephone call to the Trustees Creation and Redemption Line and has received
 an Order Number from the Trustee for insertion in the Redemption Order, or
| |                                                                                                                                                                                                                                       
| | (ii)
 Web-based Order  An Authorized Representative shall have accessed the
 Trustees online services (www.etfservices.bankofny.com)                                                                                                

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

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

d. The Trustee shall, by the Trustees close of
business on the second Business Day following the Order Date of a Redemption
Order, confirm in writing to the Custodian whether each of the following has
occurred:

S1-10

---



| |                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the
 Authorized Participant has Delivered to the Trustees account at DTC the
 total number of Shares to be redeemed by such Authorized Participant pursuant
 to such Redemption Order; and
| |                                                                                                                                                                                                
| | (ii) the
 Authorized Participant has paid or agreed to pay the Trustee a per order
 transaction fee of US$500, if applicable.                                                                  

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

(1) on the
next following Business Day, Deliver:

| |   |                                                                                
| | - | -------------------------------------------------------------------------------
| |  | unallocated Silver loco London;                                                
| |  | unallocated Gold loco London (for the ETFS Precious Metals Basket
 Trust only);
| |  | unallocated Gold loco Zurich (for the ETFS Gold Trust only);                   
| |  | unallocated Gold loco Singapore (for the ETFS Asian Gold Trust only);          
| |  | unallocated Platinum loco Zurich;                                              
| |  | unallocated Platinum loco London;                                              
| |  | unallocated Palladium loco Zurich; and/or                                      
| |  | unallocated Palladium loco London                                              

(as
applicable to the specific Redemption Order); and

(2) within
the next following three Business Days, Deliver:

| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | unallocated Gold loco London (for the ETFS Gold Trust and ETFS Asian
 Gold Trust only)

(as
applicable to the specific Redemption Order)

in the amounts specified
in the communication sent in compliance with Section 3.01c. above, to the
account indicated by the redeeming Authorized Participant in its Redemption
Order (which shall be an appropriate bullion account with an LBMA member
or LPPM member, as applicable for the type of Bullion involved). With respect
to Gold from the ETFS Gold Trust and ETFS Asian Gold Trust and where the
Authorized Participant elects loco London delivery, the Authorized Participant
must first agree to the cost of the loco swap with the Custodian and reimburse
the Custodian for any amount owed under such swap. Having made such Delivery,
the Custodian shall send written confirmation thereof to the Trustee who shall
then cancel the Shares so redeemed.

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

S1-11

---



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

g. In the event that, by 4:00 p.m. (New York
time) on the second Business Day following the Order Date of a Redemption
Order, Trustees account at DTC shall not have been credited with the total
number of Shares corresponding to the total number of Baskets to be redeemed
pursuant to such Redemption Order, the Trustee shall send to the Authorized
Participant and the Custodian via fax or electronic mail message notice of such
fact and the Authorized Participant shall have two (2) Business Days following
receipt of such notice to correct such failure. If such failure is not cured
within such two (2) Business Day period, the Trustee (in consultation with the
Sponsor) will cancel such Redemption Order and will send via fax or electronic
mail message notice of such cancellation to the Authorized Participant and the
Custodian, and the Authorized Participant will be solely responsible for all
costs incurred by the Trust, the Trustee or the Custodian related to the
cancelled Order. The Trustee is authorized to Deliver the Basket Amount for a
Redemption Order notwithstanding that the Basket(s) to be redeemed are not
credited to the Trustees DTC account by 9:00 a.m. (New York time) on the third
Business Day following the Order Date of a Redemption Order if the Authorized
Participant has collateralized its obligation to deliver the Baskets through
DTCs book entry system on such terms as the Sponsor and the Trustee may from
time to time agree upon.

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

[Signatures
Follow on Next Page]

S1-12

---



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

|                                                         |  | 
|-------------------------------------------------------- |  | 
|THE BANK OF
 NEW YORK MELLON, in its capacity as Trustee
|                                                         |  | 
|By:                                                      | 
|                                                         |  | 
|Name:                                                    | 
|Title:                                                   | 
|                                                         |  | 
|ETF
 SECURITIES USA LLC, in its capacity as Sponsor     
|                                                         |  | 
|By:                                                      | 
|                                                         |  | 
|Name:                                                    | 
|Title:                                                   | 

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

S1-13

---



ANNEX I TO CREATION AND REDEMPTION PROCEDURES

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

|                                          |                
|----------------------------------------- | ---------------
|CONTACT
 INFORMATION FOR ORDER EXECUTION:
|Telephone
 order number:                  | (718)
 315-7500
|Fax order
 number:                        | (732)
 667-9478

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

I. TO BE COMPLETED BY
PARTICIPANT:

Name of Trust:
____________________________________________

|                                         |  |                                                                       
|---------------------------------------- |  | ----------------------------------------------------------------------
|Date:
 ________________________________  |  | Time:
 ___________________________________________________________    
|Broker Name:
 _________________________  |  | Authorized
 Participant Firm Name: ___________________________________
|DTC
 Participant Number: _______________ |  | Fax Number:
 _____________________________________________________    
|Telephone
 Number: ____________________  |  | Symbol:
 _________________________________________________________    

Type of order
(Check Creation or Redemption please)

|                                          |  |                                                                       
|----------------------------------------- |  | ----------------------------------------------------------------------
|Creation:
 _____________________________  |  | Redemption:
 _____________________________________________________    
|                                          |  |                                                                       
|# of
 Baskets: __________________________ |  | Number of
 Baskets written out: ______________________________________
|                                          |  |                                                                       
|Order #
 ______________________________   |  |                                                                       

Please
indicate Bullion clearing agent:

For Silver involving the ETFS Silver Trust
only

HSBC     o

For Silver involving the ETFS Precious Metals
Basket Trust or the ETFS White Metals Basket Trust and for Gold, Palladium and
Platinum

JP
Morgan          o          Other
(please specify clearing agent): ____________________

Account number
for Bullion delivery:
_______________________________________________________________

|                                                                              |             |   |                 |  
|----------------------------------------------------------------------------- | ----------- | - | --------------- | -
|(With
 respect to Silver only):                                               | loco London | o |                 |  
|                                                                              |             |   |                 |  
|(With
 respect to Gold involving the ETFS Precious Metals Basket Trust only): | loco London | o |                 |  
|                                                                              |             |   |                 |  
|(With
 respect to Gold involving the ETFS Gold Trust only):                   | loco London | o | loco Zurich     | o
|                                                                              |             |   |                 |  
|(With
 respect to Gold involving the ETFS Asian Gold Trust only):             | loco London | o | loco
 Singapore | o
|                                                                              |             |   |                 |  
|(With
 respect to Platinum only):                                             | loco London | o | loco Zurich     | o
|                                                                              |             |   |                 |  
|(With
 respect to Palladium only):                                            | loco London | o | loco Zurich     | o

This Purchase or Redemption Order is subject to the terms and
conditions of the Trust Agreement of the Shares of the Trust as currently in
effect and the Authorized Participant Agreement between the Authorized
Participant, the Trustee and the Sponsor named therein. All representations and
warranties of the Authorized Participant set forth in such Trust Agreement
(including, if this is a

S1-14

---



Purchase Order, the representations in Section 3.2 of the Trust Agreement)
and in the Authorized Participant Agreement are incorporated herein by
reference and are true and accurate as of the date hereof.

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

| |  |                                        |  |      | 
| |  | -------------------------------------- |  | ---- | 
| |  |                                        |  |      | 
| |  | Authorized
 Representatives Signature |  | Date | 

S1-15

---



II. TO BE COMPLETED
BY TRUSTEE:

This certifies
that the above order has been:

| |                          | 
| | ------------------------ | 
| | Accepted by
 the Trustee
| |                         
| |                         
| | Declined-Reason:         | 
| |                          | 

Final # of
Ounces:

| |            
| | -----------
| | (Gold)     
| |            
| |            
| | (Silver)   
| |            
| |            
| | (Platinum) 
| |            
| |            
| | (Palladium)
| |            

|                    | 
|------------------- | 
|Final # of
 Shares: | 
|                    | 

|                        | 
|----------------------- | 
|Final Cash
 Due to BNYM | 
|                        | 

|     |  |      |  |                                 
|---- |  | ---- |  | --------------------------------
|     |  |      |  |                                 
|Date |  | Time |  | Authorized
 Signature of Trustee

S1-16

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ANNEX II TO CREATION AND REDEMPTION
PROCEDURES

ORDER ENTRY SYSTEM TERMS AND CONDITIONS

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

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

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

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

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

S1-17

---



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

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

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

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

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

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

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

S1-18

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SCHEDULE 2- STANDARD TERMS

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|----------------------------------------------------------------- | -------------- | ---------------------------------------------------------------- | ---- | --
|                                                                  |                | TABLE OF CONTENTS - SCHEDULE 2                                   |      |   
|                                                                  |                |                                                                  | Page
|                                                                  |                |                                                                  |     
|ARTICLE I
 ORDERS FOR PURCHASE AND REDEMPTION                     |                |                                                                 
|                                                                  | Section
 1.01. | Authorization
 to Purchase and Redeem Baskets                    |      | 1 
|                                                                  | Section
 1.02. | Procedures
 for Orders                                           |      | 1 
|                                                                  | Section
 1.03. | Consent to
 Recording                                            |      | 1 
|                                                                  | Section
 1.04. | Irrevocability                                                   |      | 1 
|                                                                  | Section
 1.05. | Costs and
 Expenses                                              |      | 2 
|                                                                  | Section
 1.06. | Delivery of
 Property to the Trust                               |      | 2 
|                                                                  | Section
 1.07. | Title to
 Deposit Property and Shares Surrendered for Redemption |      | 2 
|                                                                  | Section
 1.08. | Certain
 Payments or Distributions                               |      | 3 
|                                                                  | Section
 1.09. | Ambiguous
 Instructions                                          |      | 3 
|                                                                  |                |                                                                  |      |   
|ARTICLE II
 AUTHORIZED REPRESENTATIVES                            |                |                                                                 
|                                                                  | Section
 2.01. | Certification                                                    |      | 4 
|                                                                  | Section
 2.02. | PIN Numbers                                                      |      | 4 
|                                                                  | Section
 2.03. | Termination
 of Authority                                        |      | 4 
|                                                                  | Section
 2.04. | Verification                                                     |      | 5 
|                                                                  |                |                                                                  |      |   
|ARTICLE III
 STATUS OF THE AUTHORIZED PARTICIPANT                 |                |                                                                 
|                                                                  | Section
 3.01. | Clearing
 Status                                                 |      | 5 
|                                                                  | Section
 3.02. | Broker-Dealer
 Status                                            |      | 5 
|                                                                  | Section
 3.03. | Foreign
 Status                                                  |      | 5 
|                                                                  | Section
 3.04. | Compliance
 with Certain Laws                                    |      | 6 
|                                                                  | Section
 3.05. | Authorized
 Participant Status                                   |      | 6 
|                                                                  |                |                                                                  |      |   
|ARTICLE IV
 ROLE OF AUTHORIZED PARTICIPANT                        |                |                                                                 
|                                                                  | Section
 4.01. | No Agency                                                        |      | 6 
|                                                                  | Section
 4.02. | Rights and
 Obligations of DTC Participant                       |      | 6 
|                                                                  | Section
 4.03. | Beneficial
 Owner Communications                                 |      | 6 
|                                                                  | Section
 4.04. | Authorized
 Participant Customer Information                     |      | 7 
|                                                                  |                |                                                                  |      |   
|ARTICLE V
 MARKETING MATERIALS AND REPRESENTATIONS AND WARRANTIES |                |                                                                 
|                                                                  | Section
 5.01. | Authorized
 Participants Representation                         |      | 7 
|                                                                  | Section
 5.02. | Prospectus                                                       |      | 7 
|                                                                  |                |                                                                  |      |   
|ARTICLE VI
 INDEMNIFICATION; LIMITATION OF LIABILITY              |                |                                                                 
|                                                                  | Section
 6.01. | Indemnification                                                  |      | 8 
|                                                                  |                |                                                                  |      |   
|ARTICLE VII
 MISCELLANEOUS                                        |                |                                                                 
|                                                                  | Section
 7.01. | Commencement
 of Trading                                         |      | 10

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FIRST
AMENDED AND RESTATED STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS
(the Standard Terms) agreed to
as of September 27, 2010 by and between The Bank of New York Mellon, a New York
banking corporation (the Trustee),
and ETF Securities USA LLC, a Delaware limited liability company (the Sponsor).

ARTICLE I

ORDERS FOR PURCHASE AND REDEMPTION

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

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

Section
1.03. Consent to Recording. The phone lines used by the Trustee, the
Custodian, the Sponsor and/or their affiliated persons may be recorded, and the
Authorized Participant hereby consents to the recording of all calls with any
of those parties. In the event that the Trustee, the Custodian, the Sponsor or
any of their affiliated persons becomes legally compelled to disclose to any
third party any recording involving communications with the Authorized
Participant, the Sponsor agrees to provide the Authorized Participant with
reasonable advance written notice identifying the recordings to be so disclosed
unless prohibited by applicable rule, law or order, together with copies of
such recordings, so that the Authorized Participant may seek a protective order
or other appropriate remedy with respect to the recordings or waive its right
to do so. In the event that such protective order or other remedy is not
obtained or the Authorized Participant waives its right to seek such protective
order or remedy, the Sponsor will use commercially reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded the recorded
conversation. The Trustee, the Sponsor or any of their affiliated persons shall
not otherwise disclose to any third party any recording involving
communications with the Authorized Participant without the Authorized Participants
express written consent, except the Trustee and the Sponsor may disclose to any
regulatory or self-regulatory organization, to the extent required by
applicable rule or law, any recording involving communications with the
Authorized Participant.

Section
1.04. Irrevocability. The Authorized Participant agrees that delivery to
the Trustee of an Order shall be irrevocable; provided that the Trust will
reject any Order that is not properly completed. In the event that the purchase
or redemption of Baskets is suspended by the Trustee or the Sponsor and such
suspension affects any Order submitted by the Authorized Participant, the
Trustee or Sponsor, as applicable, will promptly notify the Authorized
Participant of such suspension. In such case, the Sponsor agrees to undertake
commercially reasonable efforts to accommodate any request by the Authorized
Participant to cancel a previously placed Order.

Section
1.05. Costs and Expenses. The Authorized Participant shall be responsible
for the expenses and costs incurred by the Trust that can be directly
attributable to Orders submitted by the Authorized Participant other than
ordinary course expenses and costs which are reimbursed

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through payment of the fee contemplated in Section 2.02(g) of the
Procedures. The Trustee or the Sponsor shall provide the Authorized Participant
with reasonably detailed information relating to such expenses and costs upon
request by the Authorized Participant.

Section
1.06. Delivery of Property to the Trust and Shares Surrendered for
Redemption. The Authorized Participant understands and agrees that in the
event Deposit Property is not transferred to the Trust by the time specified
for the Purchase Order, or Shares are not delivered to the Trustee by the time
specified for the Redemption Order and, in each such case, in compliance with
the Procedures and the relevant Prospectus, the Purchase Order or Redemption
Order may be cancelled by the Trustee 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 Authorized Participant will not, however,
be responsible for costs incurred by the Trust, the Trustee, or the Custodian
related to cancelled Orders where the failure to transfer Deposit Property to
the Trust is due to the gross negligence, bad faith, or reckless or willful
misconduct of the Trustee, the Sponsor, or the Custodian. The foregoing
provisions notwithstanding, the Authorized Participant shall not be liable for
any failure or delay in making Delivery of Bullion in respect of a Purchase
Order or for any failure or delay in surrendering Shares for redemption arising
from nuclear fission or fusion, radioactivity, war, terrorist event, invasion,
insurrection, civil commotion, riot, strike, act of government, public
authority, public service or utility problems, power outages resulting in
telephone, telecopy and computer failures, acts of God, such as fires, floods,
extreme weather conditions, market conditions or activities causing trading
halts, systems failures involving computer or other information systems
affecting the Authorized Participant, or similar extraordinary events beyond
the Authorized Participants control. In the event of any such delay, the time
to complete Delivery in respect of a Purchase Order or Redemption Order will be
extended for a period equal to that during which the inability to perform
continues. Upon the deposit of any Bullion, the Authorized Participant as Depositor
represents and warrants that (i) the Bullion meets the relevant requirements to
be such Bullion and contains the required number of Ounces, (ii) the Authorized
Participant is duly authorized to make such deposit of Bullion and (iii) at the
time of delivery, the Bullion is free and clear of any lien, pledge,
encumbrance, right, charge or claim.

Section
1.07. Title to Deposit Property and Shares Surrendered for Redemption.
The Authorized Participant represents and warrants to the Trustee and the
Sponsor that

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. in
 connection with each Purchase Order, the Authorized Participant will have the
 right and authority to transfer to the Trust the corresponding Deposit
 Property, and that upon delivery of such Deposit Property to the Custodian
 and/or the relevant sub-custodian in accordance with the Procedures, the
 Trust will acquire good and unencumbered title to such property, free and
 clear of all liens, charges, duties imposed on the transfer of assets and
 encumbrances and not subject to any adverse claims or transferability
 restrictions, whether arising by operation of law or otherwise; and          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | b. in
 connection with a Redemption Order, the Authorized Participant will have the
 right and authority to surrender to the Trustee for redemption the
 corresponding Shares, and upon such surrender the Trust will acquire good and
 unencumbered title to such Shares, free and clear of all liens, charges,
 duties imposed on the transfer of assets and encumbrances and not subject to
 any adverse claims, transferability restrictions (whether arising by
 operation of law or otherwise), loan, pledge, repurchase or securities
 lending agreements or other arrangements which, under such circumstances,
 would

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| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
| | preclude the delivery of such Shares to the Trustee on the third
 Business Day following the date of the Redemption Order.

Section
1.08. Certain Payments or Distributions.

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| | a. With
 respect to any Purchase Order, the Trustee acknowledges and agrees to return
 to the Authorized Participant or any Authorized Participant Client for which
 it is acting any payment, distribution or other amount paid to the Trust in
 respect of any Deposit Property transferred to the Trust that, based on the
 valuation of such Deposit Property at the time of transfer, should have been
 paid to the Authorized Participant or any Authorized Participant Client.
 Likewise, the Authorized Participant acknowledges and agrees to return to the
 Trust any payment, distribution or other amount paid to the Authorized
 Participant or any Authorized Participant Client in respect of any Deposit
 Property transferred to the Trust that, based on the valuation of such
 Deposit Property at the time of transfer, should have been paid to the Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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| | b. With
 respect to any Redemption Order, the Authorized Participant on behalf of
 itself and any Authorized Participant Client acknowledges and agrees to
 return to the Trust any payment, distribution or other amount paid to it or
 an Authorized Participant Client in respect of any property transferred to
 the Authorized Participant or any Authorized Participant Client that, based
 on the valuation of such property at the time of transfer, should have been
 paid to the Trust. The Trustee is entitled to reduce the amount of any
 property due to the Authorized Participant or any Authorized Participant
 Client by an amount equal to any payment, distribution or other sum to be
 paid to the Authorized Participant or to the Authorized Participant Client in
 respect of any property transferred to the Authorized Participant or any
 Authorized Participant Client that, based on the valuation of such property
 at the time of transfer, should be paid to the Trust. If, however, the
 Trustee so reduces an amount of any property appropriately due to the
 Authorized Participant, the Authorized Participant shall not be required to
 return to the Trust payments, distributions or other amounts equal to such
 reduction that has been paid to the Authorized Participant or the Authorized
 Participant Client as is contemplated in the first sentence of this Section
 1.08(b). Likewise, the Trust acknowledges and agrees to return to the
 Authorized Participant or any Authorized Participant Client any payment,
 distribution or other amount paid to it in respect of any Shares transferred
 to the Trust that, based on the valuation of such Shares at the time of
 transfer, should have been paid to the Authorized Participant or such
 Authorized Participant Client.

Section
1.09. Ambiguous Instructions. In the event that a Purchase Order or
Redemption Order contains terms that differ from the information provided in
the related telephone call or email transmission, the Trustee will attempt to
contact the Authorized Participant to request confirmation of the terms of the
order at the telephone number indicated in the Purchase Order or Redemption
Order. If an Authorized Representative confirms the terms as they appear in the
Purchase Order or Redemption Order, then the order will be accepted and
processed. If an Authorized Representative contradicts the terms of the
Purchase Order or Redemption Order, the order will be deemed invalid, and a
corrected Purchase Order or Redemption Order must be received by the Trustee
not later than the earlier of (i) within fifteen (15) minutes of such contact
with the Authorized Representative or (ii) thirty (30) minutes after the Order
Cutoff Time. For the avoidance of doubt, notwithstanding the invalidation of
the initial Purchase Order or Redemption Order pursuant to this paragraph, a
Purchase Order or Redemption Order that is

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otherwise in proper form shall be deemed submitted at the time of its
initial submission for purposes of determining when orders are deemed
received. If the Trustee is not able to contact an Authorized Person, then
the Purchase Order or Redemption Order shall be accepted and processed in
accordance with its terms notwithstanding any inconsistency from the terms of
the telephone information. In the event that a Purchase Order or Redemption
Order contains terms that are illegible, the submission will be deemed invalid
and the Trustee will attempt to contact the Authorized Participant to request
retransmission. A corrected Purchase Order or Redemption Order must be received
by the Trustee, as applicable, not later than the earlier of (i) within fifteen
(15) minutes of such contact with the Authorized Participant or (ii) thirty
(30) minutes after the Order Cutoff Time.

ARTICLE II

AUTHORIZED REPRESENTATIVES

Section
2.01. Certification. Concurrently with the execution of the Authorized
Participant Agreement, the Authorized Participant shall deliver to the Trustee
a certificate in a form as attached at Schedule 3-A to the Authorized
Participant Agreement (an Authorized
Representative Certificate) signed by the Authorized Participants
Secretary or other duly authorized person setting forth the names, signatures,
e-mail addresses and telephone and facsimile numbers of all persons authorized
to give instructions relating to any activity contemplated hereby or any other
notice, request or instruction on behalf of the Authorized Participant (each an
Authorized Representative). Such
certificate may be accepted and relied upon by the Trustee as conclusive
evidence of the facts set forth therein and shall be considered to be in full
force and effect until (i) receipt by the Trustee of a superseding Authorized
Representative Certificate, or (ii) termination of the Authorized Participant
Agreement. After such Authorized Representative Certificate is accepted by the
Trustee, the Authorized Participant may authorize additional Authorized
Representatives to give instructions relating to any activity contemplated
hereby or any other notice, request or instruction on behalf of the Authorized
Participant by delivering to the Trustee an addendum to the certificate
described above in a form as attached at Schedule 3-B to the Authorized
Participant Agreement.

Section
2.02. PIN Numbers. The Trustee shall issue to each Authorized
Participant a unique personal identification number (PIN Number) by which such Authorized
Participant shall be identified and instructions issued by the Authorized
Participant shall be authenticated. The PIN Number shall be kept confidential
and only provided to Authorized Representatives. The Authorized Participant may
revoke the PIN Number at any time upon written notice to the Trustee, and the
Authorized Participant shall be responsible for doing so in the event that it
becomes aware that an unauthorized person has received access to its PIN Number
or has or intends to use the PIN Number in an unauthorized manner. Upon receipt
of such written request, the Trustee shall, as promptly as practicable,
de-activate the PIN Number. If an Authorized Participants PIN Number is
changed, the new PIN Number will become effective on a date mutually agreed
upon by the Authorized Participant and the Trustee. Except as otherwise
provided in these Standard Terms, the Authorized Participant agrees that,
absent the Trustees fraud, gross negligence, bad faith or reckless or willful
misconduct in failing to cancel the PIN Number promptly following a written
request to do so from the Authorized Participant or the termination of the
Authorized Participant Agreement, none of the Trust or the Trustee shall be
liable for losses incurred by the Authorized Participant as a result of
unauthorized use of the Authorized Participants PIN Number prior to the time
when the Authorized Participant provides

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notice to the Trustee of the termination or revocation of authority
pursuant to Section 2.03 and the Trustee has de-activated the PIN Number as
provided for in this paragraph.

Section
2.03. Termination of Authority. Upon the termination or revocation of
authority of an Authorized Representative by the Authorized Participant, the
Authorized Participant shall (i) give, as promptly as practicable under the
circumstances, written notice of such fact to the Trustee and such notice shall
be effective upon receipt by the Trustee; and (ii) request a new PIN Number.
The Trustee shall, as promptly as practicable, de-activate the PIN Number upon
receipt of such written notice.

Section
2.04. Verification. The Trustee may assume that all instructions issued
to it using the Authorized Participants PIN Number have been properly placed
by Authorized Representatives, unless the Trustee has actual knowledge to the
contrary or the Authorized Participant has revoked its PIN Number. The Trustee
shall have no duty to verify that an Order is being placed by an Authorized
Representative that uses a valid PIN Number. The Authorized Participant agrees
that the Trustee shall not be responsible, absent the Trustees fraud, gross
negligence, bad faith or reckless or willful misconduct, for any losses
incurred by the Authorized Participant as a result of an Authorized
Representative identifying himself or herself as a different Authorized
Representative or an unauthorized person identifying himself or herself as an
Authorized Representative, unless the Trustee previously received from the
Authorized Participant written notice to revoke its PIN Number.

ARTICLE III

STATUS OF THE AUTHORIZED PARTICIPANT

Section
3.01. Clearing Status. The Authorized Participant represents, covenants
and warrants that, as of the date of execution of the Authorized Participant
Agreement, and at all times during the term of the Authorized Participant
Agreement, the Authorized Participant is and will be entitled to use the
clearing and settlement services of each of the national or international
clearing and settlement organizations through which, in compliance with the
Procedures, the transactions contemplated hereby will clear and settle. Any
change in the foregoing status of the Authorized Participant shall terminate
the Authorized Participant Agreement and the Authorized Participant shall give
prompt written notice thereof to the Trustee.

Section
3.02. Broker-Dealer Status. The Authorized Participant represents and
warrants that, if required under U.S. law, it is (i) registered as a
broker-dealer under the Securities Exchange Act of 1934, as amended, (ii)
qualified to act as a broker or dealer in the states or other jurisdictions
where it transacts business to the extent so required by applicable law, and
(iii) a member in good standing with FINRA. The Authorized Participant agrees
that it will maintain such registrations, qualifications, and membership in
good standing and in full force and effect throughout the term of the
Authorized Participant Agreement. The Authorized Participant further agrees to
comply with all applicable U.S. federal laws, the laws of the states or other
jurisdictions concerned, and the rules and regulations promulgated thereunder,
to the extent such laws and regulations are applicable to the Authorized Participants
transactions in Shares, and with the FINRA By-Laws and Conduct Rules of the
NASD (or with comparable FINRA Conduct Rules, if such NASD Conduct Rules are
subsequently repealed, rescinded, or are otherwise replaced by FINRA Conduct
Rules) to the extent the foregoing relates to the Authorized Participants
transactions in, and activities with respect to, Shares, and that it will not

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offer or sell Shares in any state or jurisdiction where they may not
lawfully be offered and/or sold.

Section
3.03. Foreign Status. If the Authorized Participant is offering and
selling Shares in jurisdictions outside the several states, territories and
possessions of the United States and is not otherwise required to be
registered, qualified, or a member of FINRA as set forth in the preceding
paragraph, the Authorized Participant nevertheless agrees to observe the
applicable laws of the jurisdiction in which such offer and/or sale is made and
to conduct its business in accordance with the FINRA Conduct Rules, to the
extent the foregoing relates to the Authorized Participants transactions in,
and activities with respect to, Shares.

Section
3.04. Compliance with Certain Laws. If the Authorized Participant is
subject to the requirements of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (the U.S.A. PATRIOT Act),
the Authorized Participant has policies and procedures reasonably designed to
comply with the anti-money laundering and related provisions of the U.S.A.
PATRIOT Act.

Section
3.05. Authorized Participant Status. The Authorized Participant understands
and acknowledges that the method by which Baskets of Shares will be created and
traded may raise certain issues under applicable securities laws. For example,
because new Baskets of Shares may be issued and sold by the Trust on an ongoing
basis, at any point a distribution, as such term is used in the 1933 Act, may
occur.

ARTICLE IV

ROLE OF AUTHORIZED PARTICIPANT

Section
4.01. No Agency. The Authorized Participant acknowledges and agrees that
for all purposes of the Authorized Participant Agreement, the Authorized
Participant will have no authority to act as agent for the Trust or the Trustee
in any matter or in any respect. The Authorized Participant agrees to make
itself and its employees available, upon reasonable request, during normal
business hours to consult with the Trustee, the Sponsor or their designees
concerning the performance of the Authorized Participants responsibilities
under the Authorized Participant Agreement; provided,
however, that the Authorized Participant shall be under no
obligation to divulge or otherwise disclose any information that the Authorized
Participant reasonably believes (i) the disclosure of which to third parties is
in violation of any applicable law or regulation or is otherwise prohibited, or
(ii) is confidential or proprietary in nature.

Section
4.02. Rights and Obligations of DTC Participant. The Authorized
Participant, as a DTC Participant, agrees that it shall be bound by all of the
obligations of a DTC Participant in addition to any obligations that it
undertakes hereunder or in accordance with the Procedures.

Section
4.03. Beneficial Owner Communications. The Authorized Participant agrees
(i) subject to any limitations arising under federal or state securities laws
relating to privacy, its internal privacy policies, or other obligations it may
have to its customers, to assist the Trustee or the Sponsor in determining
certain information regarding sales of Shares made by or through the Authorized
Participant (including, without limitation, the ownership level of each
beneficial owner relating to positions in Shares that the Authorized
Participant may hold as record holder) upon the request of the Trustee or the
Sponsor that is necessary for the Trustee or Sponsor to

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comply with their obligations to distribute information to beneficial
owners of Shares under applicable state or federal securities laws or (ii) in
lieu thereof, and at the option of the Authorized Participant, to forward to
such beneficial owners written materials and communications received from the
Sponsor or the Trustee in sufficient quantities to allow mailing thereof to
such beneficial owners, including notices, annual reports, disclosure or other
informational materials and any amendments or supplements thereto that may be
required to be sent by the Sponsor or the Trustee to such beneficial owners
pursuant applicable law or regulation or otherwise, or that the Sponsor or the
Trustee reasonably wishes to distribute to such beneficial owners, in each case
at the expense of the Sponsor and/or the Trust.

Section
4.04. Authorized Participant Customer Information. The Sponsor and the
Trustee agree that the names and addresses and other information concerning the
Authorized Participants customers are and shall remain the sole property of
the Authorized Participant, and none of the Sponsor, the Trust, or the Trustee,
or any of their respective affiliates shall use such names, addresses or other
information for any purpose except in connection with the performance of their
duties and responsibilities under the Authorized Participant Agreement, the
Procedures, the Standard Terms and the applicable Prospectus and except for
servicing and informational mailings related to the Trust(s) referred to in
Section 4.03 above.

ARTICLE V

MARKETING MATERIALS AND REPRESENTATIONS AND
WARRANTIES

Section
5.01. Authorized Participants Representation. The Authorized
Participant represents, warrants and agrees that, in connection with any sale
or solicitation of a sale of Shares, it will not make, or permit any of its
representatives to make on its behalf, any representations concerning Shares
other than those not inconsistent with the Trusts then current Prospectus or
any promotional materials or sales literature furnished to the Authorized
Participant by the Sponsor. The Authorized Participant agrees not to furnish or
cause to be furnished to any person or display or publish any information or
materials relating to Shares (excluding, without limitation, promotional
materials and sales literature, advertisements, press releases, announcements,
statements, posters, signs or other similar materials not inconsistent with the
Trusts then current Prospectus and in accordance with applicable laws and
regulations, and any materials prepared and used for the Authorized
Participants internal use only or brokerage communications prepared by the
Authorized Participant in the normal course of its business), except such
information and materials as may be furnished to the Authorized Participant by
the Sponsor and such other information and materials as may be approved in
writing by the Sponsor. The Authorized Participant understands that the Trust
will not be advertised as offering redeemable securities, and that any advertising
materials will prominently disclose that the Shares are not redeemable units of
beneficial interest in the Trust. Notwithstanding the foregoing, the Authorized
Participant and its Affiliates and representatives may, without the approval of
the Sponsor, prepare and circulate in the regular course of their respective
businesses, research, reports, marketing materials, sales literature or similar
materials that include information, opinions or recommendations relating to
Shares (i) for public dissemination, provided that such reports, research,
marketing materials, sales literature or other similar materials comply with
applicable FINRA rules and (ii) for internal use by the Authorized Participant
and its Affiliates and representatives.

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Section
5.02. Prospectus. The Sponsor will provide, or cause to be provided, to the
Authorized Participant copies of the then current Prospectus and any printed
supplemental information in reasonable quantities upon request. The Sponsor
will, as promptly as practicable under the circumstances, notify the Authorized
Participant when a revised, supplemented or amended Prospectus for the Shares
is available, and deliver or otherwise make available to the Authorized
Participant copies of such revised, supplemented or amended Prospectus at such
time and in such quantities as may be reasonable to permit the Authorized
Participant to comply with any obligation the Authorized Participant may have
to deliver such Prospectus to its customers. The Sponsor will make such revised,
supplemented or amended Prospectus available to the Authorized Participant no
later than its effective date. The Sponsor shall be deemed to have complied
with this Section 5.02 when the Authorized Participant has received such
revised, supplemented or amended Prospectus by e-mail, in printable form, with
such number of hard copies as may be agreed from time to time by the parties
promptly thereafter

ARTICLE VI

INDEMNIFICATION; LIMITATION OF LIABILITY

Section
6.01. Indemnification. The provisions of this Section 6.01 shall survive
termination of the Agreement.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. The
 Authorized Participant shall indemnify and hold harmless the Sponsor, in its
 capacity as sponsor of the applicable Trust, the Trustee, the Trust and their
 respective Affiliates, subsidiaries, directors, officers, employees and
 agents, and each person, if any, who controls such persons within the meaning
 of Section 15 of the 1933 Act (each an AP
 Indemnified Party) from and
 against any loss, liability, cost and expense (including reasonable
 attorneys fees) incurred by such AP Indemnified Party as a result of (i) any
 breach by the Authorized Participant of any provision of the Authorized
 Participant Agreement that relates to the Authorized Participant; (ii) any failure
 on the part of the Authorized Participant to perform any of its obligations
 set forth in the Authorized Participant Agreement applicable to it; (iii) any
 failure by the Authorized Participant to comply in all material respects with
 applicable laws, including rules and regulations of self-regulatory
 organizations to the extent such laws, rules and regulations are applicable
 to the transactions being undertaken pursuant to the Authorized Participant
 Agreement; or (iv) actions of such AP Indemnified Party pursuant to any
 instructions issued in accordance with the relevant Prospectus, Authorized
 Participant Agreement, the Procedures, or the Standard Terms reasonably
 believed by the AP Indemnified Party to be genuine and to have been given by
 the Authorized Participant except to the extent that the Authorized
 Participant had previously revoked a PIN Number used in giving such
 instructions or representations (where applicable) and such revocation was
 given by the Authorized Participant and received by the Trustee in accordance
 with the terms of Section 2.03 hereto. The Authorized Participant shall not
 be liable under its indemnity agreement contained in this paragraph with
 respect to any claim made against any AP Indemnified Party unless the AP
 Indemnified Party shall have notified the Authorized Participant in writing
 of the claim within a reasonable time after the summons or other first
 written notification giving information of the nature of the claim was served
 upon the AP Indemnified Party (or after the AP Indemnified Party shall have
 received notice of service on any designated agent). However, failure to
 notify the Authorized Participant of any claim shall not relieve the
 Authorized Participant from any liability which it may

S2-8

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | have to any AP Indemnified Party against whom such action is brought
 otherwise than on account of its indemnity agreement contained in this
 paragraph and shall only release it from such liability under this paragraph
 to the extent it has been materially prejudiced by such failure to give
 notice. The Authorized Participant shall be entitled to participate at its
 own expense in the defense, or, if it so elects, to assume the defense of any
 suit brought to enforce any claims, but if the Authorized Participant elects
 to assume the defense, the defense shall be conducted by counsel chosen by it
 and satisfactory to the AP Indemnified Parties in the suit and who shall not,
 except with consent of the AP Indemnified Parties, be counsel to the
 Authorized Participant. If the Authorized Participant does not elect to
 assume the defense of any suit, it will reimburse the AP Indemnified Parties
 in the suit for the reasonable fees and expenses of any counsel retained by
 them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | b. The
 Sponsor hereby agrees to indemnify and hold harmless the Authorized
 Participant, its Affiliates, subsidiaries, directors, officers, employees and
 agents, and each person, if any, who controls such persons within the meaning
 of Section 15 of the 1933 Act (each a Sponsor
 Indemnified Party) from and against any loss, liability, cost and
 expense (including reasonable attorneys fees) incurred by such Sponsor
 Indemnified Party as a result of (i) any breach by the Sponsor of any
 provision of the Authorized Participant Agreement that relates to the Sponsor;
 (ii) any failure on the part of the Sponsor to perform any of its obligations
 set forth in the Authorized Participant Agreement applicable to it; (iii) any
 failure on the part of the Sponsor to comply in all material respects with
 applicable laws, including rules and regulations of self-regulatory
 organizations to the extent such laws, rules and regulations are applicable
 to the transactions being undertaken pursuant to the Authorized Participant
 Agreement; (iv) actions of such Sponsor Indemnified Party pursuant to any
 instructions issued or representations made in accordance with the relevant
 Prospectus, Authorized Participant Agreement, the Procedures, or the Standard
 Terms reasonably believed by the Sponsor Indemnified Party to be genuine and
 to have been given by the Sponsor; or (v) any untrue statements or omissions
 made in any promotional material or sales literature furnished to the
 Authorized Participant by the Sponsor or otherwise approved in writing by the
 Sponsor. The Sponsor shall not be liable under its indemnity agreement
 contained in this paragraph with respect to any claim made against any
 Sponsor Indemnified Party unless the Sponsor Indemnified Party shall have
 notified the Sponsor in writing of the claim within a reasonable time after
 the summons or other first written notification giving information of the
 nature of the claim shall have been served upon the Sponsor Indemnified Party
 (or after the Sponsor Indemnified Party shall have received notice of service
 on any designated agent). However, failure to notify the Sponsor of any claim
 shall not relieve the Sponsor from any liability which it may have to any
 Sponsor Indemnified Party against whom such action is brought otherwise than
 on account of its indemnity agreement contained in this paragraph and shall
 only release it from such liability under this paragraph to the extent it has
 been materially prejudiced by such failure to give notice. The Sponsor shall
 be entitled to participate at its own expense in the defense, or, if it so
 elects, to assume the defense of any suit brought to enforce any claims, but
 if the Sponsor elects to assume the defense, the defense shall be conducted
 by counsel chosen by it and satisfactory to the Sponsor Indemnified Parties
 in the suit and who shall not, except with the consent of the Sponsor
 Indemnified Parties, be counsel to the Sponsor. If the Sponsor does not elect
 to assume the defense of any suit, it will

S2-9

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | reimburse the Sponsor Indemnified Parties in the suit for the
 reasonable fees and expenses of any counsel retained by them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | d. No
 indemnifying party, as described in paragraphs (a) and (b) above, shall,
 without the written consent of the AP Indemnified Party or the Sponsor
 Indemnified Party, as the case may be, effect the settlement or compromise
 of, or consent to the entry of any judgment with respect to, any pending or
 threatened action or claim in respect of which indemnification may be sought
 hereunder (whether or not the indemnified party is an actual or potential
 party to such action or claim) unless such settlement, compromise or judgment
 (i) includes an unconditional release of the AP Indemnified Party or Sponsor
 Indemnified Party, as the case may be, from all liability arising out of such
 action or claim and (ii) does not include a statement as to or an admission
 of fault, culpability or a failure to act, by or on behalf of any AP
 Indemnified Party or Sponsor Indemnified Party, as the case may be.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | e. The
 Authorized Participant shall not be liable to any AP Indemnified Party for
 any damages arising out of (i) mistakes or errors in data provided in
 connection with purchase or redemption transactions except for data provided
 by the Authorized Participant, or (ii) mistakes or errors by, or arising out
 of interruptions or delays of communications with, the Trustee or any AP
 Indemnified Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | f. The
 indemnification provided for in Section 6.01(a) shall not apply to the extent
 any such losses, liabilities, damages, costs and expenses are incurred as a
 result of any fraud, gross negligence, bad faith or reckless or willful
 misconduct on the part of an AP Indemnified Party. The indemnification
 provided for in Section 6.01(b) shall not apply to the extent any such
 losses, liabilities, damages, costs and expenses are incurred as a result of
 any fraud, gross negligence, bad faith or reckless or willful misconduct on
 the part of a Sponsor Indemnified Party.                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | f. The
 indemnity agreements contained in this Section 6.01 shall remain in full force
 and effect and shall survive any termination of this Agreement. The Sponsor
 and the Authorized Participant agree promptly to notify each other of the
 commencement of any Proceeding against it and against any of their officers
 or directors in connection with the issuance and sale of the Shares or in
 connection with the registration statement or the relevant Prospectus.                                                                                                                                                                                                                                                                                                                                                                                                                                                               

ARTICLE VII

MISCELLANEOUS

Section
7.01. Commencement of Trading. The Authorized Participant may not submit
an Order prior to the effectiveness of the registration statement, or amendment
to the registration statement, filed with the Securities and Exchange
Commission and pursuant to which the Authorized Participant is identified as
such in the relevant Prospectus.



[Signatures
Follow on Next Page]



S2-10

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IN
WITNESS WHEREOF, the Sponsor and the Trustee have
executed these these First Amended and Restated Standard Terms as of the date
set forth above.

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

|       |  | 
|------ |  | 
|By:    |  | 
|       |  | 
|Name:  | 
|Title: | 

ETF SECURITIES USA LLC,
in its capacity as Sponsor

|       |  | 
|------ |  | 
|By:    |  | 
|       |  | 
|Name:  | 
|Title: | 



[First Amended and Restated Standard Terms
Signature Page]



S2-11

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SCHEDULE 3-A: AUTHORIZED REPRESENTATIVES OF
THE AUTHORIZED PARTICIPANT

Certificate of Authorized Representatives of the Authorized Participant

The
following are the names, titles, signatures, phone numbers, and email addresses
of all persons (each, an Authorized Representative) authorized to give
instructions relating to any activity contemplated by the Authorized
Participant Agreement between [AUTHORIZED PARTICIPANT], The Bank of New York
Mellon and ETF Securities USA LLC dated [DATE] (the Agreement) or any other
notice, request or instruction on behalf of the Authorized Participant pursuant
to the Agreement.

|           |  |  |            | 
|---------- |  |  | ---------- | 
|Name:      |  |  | Name:      | 
|           |  |  |            | 
|Title:     |  |  | Title:     | 
|           |  |  |            | 
|           |  |  |            | 
|Signature: |  |  | Signature: | 
|           |  |  |            | 
|Phone:     |  |  | Phone:     | 
|           |  |  |            | 
|Email:     |  |  | Email:     | 
|           |  |  |            | 
|           |  |  |            | 
|Name:      |  |  | Name:      | 
|           |  |  |            | 
|Title:     |  |  | Title:     | 
|           |  |  |            | 
|           |  |  |            | 
|Signature: |  |  | Signature: | 
|           |  |  |            | 
|Phone:     |  |  | Phone:     | 
|           |  |  |            | 
|Email:     |  |  | Email:     | 
|           |  |  |            | 
|           |  |  |            | 
|Name:      |  |  | Name:      | 
|           |  |  |            | 
|Title:     |  |  | Title:     | 
|           |  |  |            | 
|Signature: |  |  | Signature: | 
|           |  |  |            | 
|Phone:     |  |  | Phone:     | 
|           |  |  |            | 
|Email:     |  |  | Email:     | 
|           |  |  |            | 

The
undersigned, [APS AUTHORIZED SIGNATORY], does hereby certify that the persons
listed above have been duly authorized to act as Authorized Representatives
pursuant to the Authorized Participant Agreement.

|       |  | 
|------ |  | 
|By:    |  | 
|       |  | 
|Name: 
|Title:
|Date: 

S3-1

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SCHEDULE 3-B: ADDENDUM TO CERTIFICATE OF
AUTHORIZED REPRESENTATIVES OF THE AUTHORIZED
PARTICIPANT

[On APs Firm Letterhead]

|                            
|----------------------------
|[DATE]                      
|Attn: Jarvis Joseph         
|The Bank of New York
 Mellon
|2 Hanson Place  Floor 9th  
|Brooklyn, NY 11217          
|New York                    

|    |                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Re: | Addendum
 to the Certificate of Authorized Representatives for [AUTHORIZED PARTICIPANT]
 under the Authorized Participant Agreement for the relevant Trusts sponsored
 by ETF Securities USA LLC dated [DATE] (the Agreement)
|    |                                                                                                                                                                                                                                

Ladies and Gentlemen:

Pursuant
to the Agreement, the following are the names, titles, signatures, phone
numbers, and email addresses of additional Authorized Representatives of
[AUTHORIZED PARTICIPANT] (the AP) authorized to give instructions relating to
any activity contemplated by the Agreement or any other notice, request or
instruction on behalf of the AP pursuant to the Agreement. This list of
Authorized Representatives is an addendum and adds further Authorized
Representatives to the APs most recently executed certificate (entitled
Certificate of Authorized Representatives of the Authorized Participant).

|           |  |  |            | 
|---------- |  |  | ---------- | 
|Name:      |  |  | Name:      | 
|           |  |  |            | 
|Title:     |  |  | Title:     | 
|           |  |  |            | 
|           |  |  |            | 
|Signature: |  |  | Signature: | 
|           |  |  |            | 
|Phone:     |  |  | Phone:     | 
|           |  |  |            | 
|Email:     |  |  | Email:     | 
|           |  |  |            | 
|           |  |  |            | 
|Name:      |  |  | Name:      | 
|           |  |  |            | 
|Title:     |  |  | Title:     | 
|           |  |  |            | 
|           |  |  |            | 
|Signature: |  |  | Signature: | 
|           |  |  |            | 
|Phone:     |  |  | Phone:     | 
|           |  |  |            | 
|Email:     |  |  | Email:     | 
|           |  |  |            | 

Please
provide PIN numbers for those listed above.

The
undersigned, [APS AUTHORIZED SIGNATORY], does hereby certify that the persons
listed above have been duly authorized to act as Authorized Representatives
pursuant to the Authorized Participant Agreement.

|       |  | 
|------ |  | 
|By:    |  | 
|       |  | 
|Name: 
|Title:
|Date: 

S3-2

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