Exhibit 10.1 


JPMORGAN CHASE BANK, N.A.


and


THE BANK OF NEW YORK MELLON

solely in its capacity as trustee of the ETFS Precious Metals Basket Trust

and not individually


	
  

 
	

 


 
	
  

 
	
 ALLOCATED ACCOUNT AGREEMENT 

 
	
  

 
	

 


 









THIS AGREEMENT is
made with effect on and from [       ], 2010 


BETWEEN 


	
  

 	
  

 
	
 (1)

 	
 JPMORGAN CHASE BANK, N.A, whose principal
 place of business in England is at 125 London Wall, London EC2Y 5AJ (the “Custodian”); and 

 
	
  

 	
  

 
	
 (2)

 	
 THE BANK OF NEW YORK MELLON, a New York banking corporation, solely
 in its capacity as trustee of the ETFS Precious Metals Basket Trust created
 under the Trust Agreement identified below and not individually (the
 “Trustee”), which expression
 shall, wherever the context so admits, include the named Trustee and all
 other persons or companies for the time being the trustee or trustees of the
 Trust Agreement (as defined below) as trustee for the Shareholders (as
 defined below). 

 



INTRODUCTION 


	
  

 	
  

 
	
 (1)

 	
 The Trustee
 has agreed to act as trustee for the Shareholders of the Shares pursuant to
 the Trust Agreement. 

 
	
  

 	
  

 
	
 (2)

 	
 Shares may
 be issued by the Trust against delivery of Bullion made by way of payment for
 the issue of such Shares. The Trustee has agreed that Bullion delivered to it
 on subscription for Shares will be paid into the Metal Accounts. 

 
	
  

 	
  

 
	
 (3)

 	
 The
 Custodian has agreed to transfer Bullion from the Allocated Account into the
 Unallocated Account pursuant to the terms of this Agreement. 

 
	
  

 	
  

 
	
 (4)

 	
 The Trustee
 has agreed that the Allocated Account will be established by the Trustee in
 its name (for each Shareholder pursuant to the Trust Agreement), and that the
 Trustee will have the sole right to give instructions for the making of any
 payments out of the Allocated Account. 

 



IT IS AGREED AS FOLLOWS  


	
  

 	
  

 
	
 1.  

 	
 INTERPRETATION  

 
	
  

 	
  

 
	
 1.1

 	
 Definitions: Words and expressions defined in the
 Prospectus, unless otherwise defined herein, have the same meanings when used
 in this Agreement. In addition, in this Agreement, unless there is anything
 in the subject or context inconsistent therewith the following expressions
 shall have the following meanings: 

 
	
  

 	
  

 
	
  

 	
 “Affiliate” means an entity that directly
 or indirectly through one or more intermediaries, controls, or is controlled
 by, or is under common control with the Custodian; 

 


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 “Allocated Account” means the loco London
 allocated Bullion account, number [ ], or the loco Zurich allocated Bullion
 account, number [ ], each established in the name of the Trustee with the
 Custodian pursuant to this Agreement; 

 
	
  

 	
  

 
	
  

 	
 “Authorised Signatory” means, in relation
 to any person, an individual who is duly empowered to bind such person and
 whose authority is evidenced by a resolution of the board of directors (or
 any other appropriate means of authorisation) of such person, and, in
 relation to the Trustee, any individual named in the Trustee’s Authorised
 Signatory list having due authority to bind the Trustee, which list shall be
 provided by the Trustee from time to time; 

 
	
  

 	
  

 
	
  

 	
 “Availability Date” means the
 London/Zurich Business Day on which the Trustee requests the Custodian to
 credit to the Allocated Account Bullion debited from the Unallocated Account;
 

 
	
  

 	
  

 
	
  

 	
 “Bullion” means any and all gold, silver,
 platinum and palladium in physical form complying with the Rules of the
 Relevant Association to be delivered to or held by the Custodian or any
 Sub-Custodian under this Agreement and/or any credit balance in the
 Unallocated Account, as the context requires; 

 
	
  

 	
  

 
	
  

 	
 “Conditions” means the terms and
 conditions on and subject to which Shares are issued in the form or
 substantially in the form set out in the Trust Agreement; 

 
	
  

 	
  

 
	
  

 	
 “General Notice” means any notice given in
 accordance with this Agreement other than a Transfer Notice; 

 
	
  

 	
  

 
	
  

 	
 “London Business Day” means a day (other
 than a Saturday or a Sunday or a public holiday in England) on which
 commercial banks generally and the London gold, silver, platinum and
 palladium markets are open for the transaction of business in London; 

 
	
  

 	
  

 
	
  

 	
 “London/Zurich Business Day” means a day
 which is both a London Business Day and a Zurich Business Day; 

 
	
  

 	
  

 
	
  

 	
 “Metal Accounts” means the Allocated
 Account and the Unallocated Account; 

 
	
  

 	
  

 
	
  

 	
 “Point of Delivery” means such date and
 time that the recipient (or its agent) acknowledges in written form its
 receipt of delivery of Bullion; 

 
	
  

 	
  

 
	
  

 	
 “Prospectus” means the prospectus
 constituting a part of the registration statement initially filed on Form
 S-1, Registration Number 333-164769 with the Securities Exchange Commission
 in accordance with the U.S. Securities Act of 1933, as amended, in relation
 to the Shares dated on or about February 8, 2010 as the same may be modified,
 supplemented or amended from time to time; 

 
	
  

 	
  

 
	
  

 	
 “Redemption” means the redemption of
 Shares by the Trust in accordance with the Conditions; 

 
	
  

 	
  

 
	
  

 	
 “Redemption Form” means a notice in the form
 prescribed from time to time by the Trust requesting Redemption of Shares; 

 


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 “Redemption Obligations” means the
 obligation of the Trust on Redemption of a Share to make payment or deliver
 Bullion to the relevant Authorized Participant or Shareholder in accordance
 with the Conditions;

 
	
  

 	
  

 
	
  

 	
  “Relevant Association” means: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 in respect
 of gold and silver, the London Bullion Market Association or its successors;
 and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 in respect
 of platinum and palladium, the London Platinum and Palladium Market or its
 successors; 

 
	
  

 	
  

 	
  

 
	
  

 	
 “Rules” means the rules, regulations,
 practices and customs of the Relevant Association (including without
 limitation the “rules as to Good Delivery”), the Bank of England and such
 other regulatory authority or other body as shall affect the activities
 contemplated by this Agreement or the activities of a Sub-Custodian; 

 
	
  

 	
  

 
	
  

 	
 “Shareholder” means the beneficial owner
 of one or more Shares; 

 
	
  

 	
  

 
	
  

 	
 “Shares” means the units of fractional
 undivided beneficial interest in and ownership of the Trust which are issued
 by the Trust, named “ETFS Physical PM Basket Shares” and created pursuant to
 and constituted by the Trust Agreement; 

 
	
  

 	
  

 
	
  

 	
 “Sponsor” means ETF USA Securities LLC,
 its successors and assigns and any successor Sponsor appointed pursuant to
 the Trust Agreement; 

 
	
  

 	
  

 
	
  

 	
 “Sub-Custodian” means a sub-custodian,
 agent or depository (including an entity within the Custodian’s corporate
 group) appointed by the Custodian pursuant to clause 8 to perform any of the
 Custodian’s duties under this Agreement including the custody and safekeeping
 of Bullion; 

 
	
  

 	
  

 
	
  

 	
 “Transfer Notice” means any notice of a
 deposit or withdrawal made pursuant to clause 3 or clause 4 of this
 Agreement; 

 
	
  

 	
  

 
	
  

 	
 “Trust” means the ETFS Precious Metals
 Basket Trust formed pursuant to the Trust Agreement; 

 
	
  

 	
  

 
	
  

 	
 “Trust Agreement” means the Depositary
 Trust Agreement of the ETFS Precious Metals Basket Trust dated on or
 [              ],
 2010, as amended from time to time, between ETF Securities USA LLC, as Sponsor,
 and The Bank of New York Mellon, as Trustee; 

 
	
  

 	
  

 
	
  

 	
 “Unallocated Account” means the loco
 London unallocated Bullion account, number
 [              ],
 or loco Zurich the unallocated Bullion, account number
 [              ],
 each established in the name of the Trustee with the Custodian pursuant to
 the Unallocated Account Agreement; 

 
	
  

 	
  

 
	
  

 	
 “Unallocated Account Agreement” means the
 Unallocated Account Agreement dated on or about
 [              ],
 2010 between the Trustee and the Custodian pursuant to which the Unallocated
 Account is established and operated; 

 


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 “VAT” means value added tax as provided
 for in the Value Added Tax Act 1994 (as amended or re-enacted from time to
 time) and legislation supplemental thereto and any other tax (whether imposed
 in the United Kingdom in substitution thereof or in addition thereto or
 elsewhere) of a similar fiscal nature; 

 
	
  

 	
  

 
	
  

 	
 “Withdrawal Date” means the London/Zurich
 Business Day on which the Trustee wishes a withdrawal of Bullion from the
 Allocated Account to take place; 

 
	
  

 	
  

 
	
  

 	
 “Zurich Business Day” means a day (other
 than a Saturday or a Sunday or a public holiday in Zurich) on which
 commercial banks generally and the Zurich platinum and palladium markets are
 open for the transaction of business in Zurich; and 

 
	
  

 	
  

 
	
  

 	
 “Zurich Sub-Custodian” means any firm
 selected by the Custodian to hold platinum or palladium on behalf of the
 Custodian in the firm’s Zurich vault premises on a segregated basis, in the
 manner provided in clauses 7.2, 7.3 and 8.3 and whose appointment has been
 approved in writing by the Sponsor (such approval not to be unreasonably
 withheld). 

 
	
  

 	
  

 
	
 1.2

 	
 Headings: The headings in this Agreement do not
 affect its interpretation. 

 
	
  

 	
  

 
	
 1.3

 	
 Singular and plural:
 References to the singular include the plural and vice versa. 

 
	
  

 	
  

 
	
 2. 

 	
 ALLOCATED ACCOUNT 

 
	
  

 	
  

 
	
 2.1

 	
 Opening Allocated Account:
 The Custodian shall open and maintain the Allocated Account in the name of
 the Trustee (in its capacity as trustee for the Shareholders). 

 
	
  

 	
  

 
	
 2.2

 	
 Deposits and Withdrawals: The Allocated Account shall evidence
 and record deposits and withdrawals of Bullion made pursuant to the terms of
 this Agreement. 

 
	
  

 	
  

 
	
 2.3

 	
 Denomination of Allocated Account: The Allocated Account will hold
 deposits of Bullion and will be denominated in fine troy ounces to three
 decimal places. 

 
	
  

 	
  

 
	
 2.4

 	
 Reports: For each day which is a London/Zurich
 Business Day, by no later than the following London/Zurich Business Day, the
 Custodian will transmit to the Trustee a report showing the movement of
 Bullion into and out of the Allocated Account, identifying separately each
 transaction and the London/Zurich Business Day on which it occurred and
 providing sufficient information to identify each individual bar of Bullion
 held in the Allocated Account. For each calendar month, the Custodian will
 provide the Trustee within a reasonable time after the end of the month a
 statement of account for the Allocated Account. 

 
	
  

 	
  

 
	
 2.5

 	
 Reversal of Entries:
 The Custodian shall reverse any provisional or erroneous entries to the
 Allocated Account which it discovers or of which it is notified with effect
 back-valued to the date upon which the final or correct entry (or no entry)
 should have been made. 

 
	
  

 	
  

 
	
 2.6

 	
 Provision of Information:
 The Custodian agrees that it will forthwith notify the Trustee in writing of
 any encumbrance of which it is aware is or is purported to have 

 


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 been created
 over or in respect of the Allocated Account or any of the amounts standing to
 the credit thereof. 

 
	
  

 	
  

 
	
 2.7

 	
 Access: The
 Custodian will allow the Sponsor and the Trustee and their Bullion auditors
 (currently Inspectorate International Limited), and will procure that any
 Zurich Sub-Custodian that it appoints allows, access to its premises during
 normal business hours, to examine the Bullion and such records as they may
 reasonably require to perform their respective duties with regard to
 investors in Shares. The Trustee agrees that any such access shall be subject
 to execution of a confidentiality agreement and agreement to the Custodian’s
 security procedures, and such audit shall be at the Trust’s expense and shall
 be limited to no more than twice a calendar year. 

 
	
  

 	
  

 
	
 3.

 	
 DEPOSITS 

 
	
  

 	
  

 
	
 3.1

 	
 Procedure: The
 Custodian shall receive deposits of Bullion into the Allocated Account
 relating to the same kind of Bullion and having the same denomination as that
 (or one of those) to which the Allocated Account relates only pursuant to
 transfers from the Unallocated Account. 

 
	
  

 	
  

 
	
 3.2

 	
 Right to Amend Procedure:
 The Custodian may amend the procedure in relation to the deposit of Bullion
 only where such amendment is caused by a change in the Rules or procedures of
 the Relevant Association. The Custodian will, whenever practicable, notify
 the Trustee and the Sponsor within a commercially reasonable time before the
 Custodian amends its procedures or imposes additional ones in relation to the
 transfer of Bullion into and from the Unallocated Account, and in doing so
 the Custodian will consider the Trustee’s needs to communicate any such
 change to Authorized Participants and others. 

 
	
  

 	
  

 
	
 3.3

 	
 Allocation:
 The Trustee acknowledges that the process of allocation of Bullion to the
 Allocated Account from the Unallocated Account may involve minimal
 adjustments to the weights of Bullion to be allocated to adjust such weight
 to the number of whole bars available. 

 
	
  

 	
  

 
	
 4.

 	
 WITHDRAWALS 

 
	
  

 	
  

 
	
 4.1

 	
 Procedure: The
 Trustee may at any time give instructions to the Custodian for the withdrawal
 of Bullion from the Allocated Account but only by way of de-allocation to the
 Unallocated Account or such other account as the Trustee may instruct
 (subject to clause 4.3 below). 

 
	
  

 	
  

 
	
 4.2

 	
 Notice Requirements:
 A confirmation from the Trustee to the Custodian, given in writing, that a
 valid Redemption Form has been lodged for Shares shall be deemed an
 instruction given under clause 4.1 unless otherwise notified in writing by
 the Trustee. Any other notice relating to a withdrawal of Bullion must be in
 writing. 

 
	
  

 	
  

 
	
 4.3

 	
 Right to amend procedure:
 The Custodian may amend the procedure for the withdrawal of Bullion only where
 such amendment is caused by a change in the Rules or procedures of the
 Relevant Association. Any such amendment will be subject to the notification
 conditions of the preceding clause 3.2 and will be promptly notified to 

 






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 the Sponsor
 and the Trustee, such notice to be given in advance of implementation
 whenever practicable. 

 
	
  

 	
  

 
	
 4.4

 	
 Specification of Bullion:
 The Custodian may specify the serial numbers of the bars to be withdrawn once
 it receives instructions from the Trustee to effect a withdrawal of Bullion
 pursuant to clause 4.1. The Custodian is entitled to select the Bullion to be
 made available to the Trustee; provided, however, that to the extent the
 Trustee provides specific serial numbers of bars for gold or silver and
 plates for platinum or palladium to be so selected, the Custodian will take
 reasonable efforts to select such Bullion as specified by the Trustee. The
 Custodian shall select Bullion in such ratio of gold, silver, platinum and
 palladium as designated by the Trustee. The Custodian may require more than
 two London/Zurich Business Days prior notice in the event that the Trustee
 does specify the serial numbers of bars to be withdrawn. 

 
	
  

 	
  

 
	
 4.5

 	
 Collection of Bullion:
 The Trustee agrees that in the normal course (which, for the avoidance of
 doubt, shall not include withdrawal in connection with the termination of
 this Agreement) withdrawal of Bullion from the Allocated Account shall be by
 way of de-allocation and subsequent credit of Bullion to the Unallocated
 Account. 

 
	
  

 	
  

 
	
 4.6

 	
 De-allocation: Following receipt by the Custodian of
 notice for the withdrawal of Bullion from the Allocated Account pursuant to
 clause 4.1, the Custodian shall de-allocate sufficient Bullion from the
 Allocated Account to credit the Unallocated Account in the amount required.
 The Trustee acknowledges that the process of de-allocation of Bullion for
 withdrawal and/or credit to the Unallocated Account may involve minimal
 adjustments to the weight of Bullion to be withdrawn to adjust such weight to
 the whole bars available. 

 
	
  

 	
  

 
	
 4.7

 	
 Risk: With the
 exception of any transfer pursuant to clause 4.2 of the Unallocated Account
 Agreement, where there is a shipment to or from the Custodian of Bullion, all
 right, title and risk in and to such Bullion shall pass at the Point of
 Delivery to the relevant person for whose account the Bullion is being
 delivered.

 
	
  

 	
  

 
	
 5.

 	
 INSTRUCTIONS 

 
	
  

 	
  

 
	
 5.1

 	
 Giving of Instructions:
 Only the Trustee shall have the right to give instructions to the Custodian
 for deposit of Bullion to or withdrawal of Bullion from the Allocated
 Account. All such instructions given by the Trustee to the Custodian shall be
 given in writing and signed by two Authorised Signatories of the Trustee. The
 Trustee shall notify the Custodian in writing of the names of the people who
 are authorised to give instructions on the Trustee’s behalf. Until the
 Custodian receives written notice to the contrary, the Custodian is entitled
 to assume that any of those people have full and unrestricted power to give
 instructions on the Trustee’s behalf. The Custodian is also entitled to rely
 on any instructions which are from, or which purport to emanate from, any
 person who appears to have such authority. 

 
	
  

 	
  

 
	
 5.2

 	
 Account not to be Overdrawn:
 The Allocated Account may not at any time have a debit balance thereon, and
 no instruction shall be valid to the extent that the effect thereof would be
 for the Allocated Account to have a debit balance thereon. 

 


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 5.3

 	
 Amendments:
 Once given, instructions continue in full force and effect until they are
 cancelled, amended or superseded. Notice of amendment shall have effect only
 after actual receipt by the Custodian. 

 
	
  

 	
  

 
	
 5.4

 	
 Unclear or Ambiguous Instructions:
 If, in the Custodian’s opinion, any instructions are unclear or ambiguous,
 the Custodian shall use reasonable endeavours (taking into account any
 relevant time constraints) to obtain clarification of those instructions from
 the Trustee and, failing that, the Custodian may in its absolute discretion
 and without any liability on its part, act upon what the Custodian believes
 in good faith such instructions to be or refuse to take any action or execute
 such instructions until any ambiguity or conflict has been resolved to the
 Custodian’s satisfaction. 

 
	
  

 	
  

 
	
 5.5

 	
 Refusal to Execute:
 The Custodian will, where practicable, refuse to execute instructions if in
 the Custodian’s opinion they are or may be contrary to the Rules or any
 applicable law. 

 
	
  

 	
  

 
	
 6.

 	
 CONFIDENTIALITY 

 
	
  

 	
  

 
	
 6.1

 	
 Disclosure to Others:
 Subject to clause 6.2, each of the Trustee and the Custodian shall respect
 the confidentiality of information acquired under this Agreement and will
 not, without the other party’s consent, disclose to any other person any
 transaction or other information acquired about the other party, its business
 or the Trust under this Agreement, in the event such other party has made
 clear, at or before the time such information is provided, that such
 information is being provided on a confidential basis. 

 
	
  

 	
  

 
	
 6.2

 	
 Permitted Disclosures:
 Each party accepts that from time to time any other party may be required by
 law or the Rules, or requested by a government department or agency, fiscal
 body or regulatory or listing authority or as otherwise necessary in
 conducting the Trust’s business, to disclose information acquired under this
 Agreement. In addition, the disclosure of such information may be required by
 a party’s auditors, by its legal or other advisors, by a company which is in
 the same group of companies as a party (i.e.,
 a subsidiary or holding company of a party), by a Sub-Custodian or (in the
 case of the Trustee) by any beneficiary of the trusts constituted by the
 Trust Agreement. Each party irrevocably authorises the others to make such
 disclosures without further reference to such party. 

 
	
  

 	
  

 
	
 7.

 	
 CUSTODY SERVICES 

 
	
  

 	
  

 
	
 7.1

 	
 Appointment:
 The Trustee hereby appoints the Custodian to
 act as custodian of the Bullion in accordance with this Agreement and any
 Rules which apply to the Custodian. 

 
	
  

 	
  

 
	
 7.2

 	
 Segregation of Bullion: The Custodian will be responsible for
 the safekeeping of the Bullion on the terms and conditions of this Agreement.
 The Custodian will segregate the Bullion from any Bullion which the Custodian
 owns or holds for others by making appropriate entries in its books and
 records and will require Sub-Custodians to segregate the Bullion from any
 Bullion which they own or hold for others by making appropriate entries in
 their books and records. The Custodian shall be 

 


7









	
  

 	
  

 
	
  

 	
 deemed to
 have required such segregation in relation to the Sub-Custodians named in
 clause 8.1. 

 
	
  

 	
  

 
	
 7.3

 	
 Ownership of Bullion: The Custodian will identify in its
 books that the Bullion belongs to the Trustee (on trust for the
 Shareholders). 

 
	
  

 	
  

 
	
 7.4

 	
 Location of Bullion:
 Subject to and in accordance with clause 8.1 and unless otherwise agreed between
 the parties, gold and silver must be held by the Custodian at its London
 vaulting premises and platinum and palladium must be held by the Custodian at
 its London vaulting premises or at the Zurich Sub-Custodian’s Zurich vaulting
 premises. The Custodian agrees that it shall use, or where applicable procure
 any Sub-Custodian to use, commercially reasonable efforts promptly to
 transport any Bullion held for the Trustee to these locations at the
 Custodian’s cost and risk. The Custodian agrees that all delivery and packing
 shall be in accordance with the Rules and Relevant Association good market
 practices. 

 
	
  

 	
  

 
	
 8.

 	
 SUB-CUSTODIANS 

 
	
  

 	
  

 
	
 8.1

 	
 Sub-Custodians:
 With the exception of the Zurich Sub-Custodians, which shall, for the
 avoidance of doubt, be governed by clause 8.3, the Custodian may employ
 Sub-Custodians solely for the temporary custody and safekeeping of Bullion
 until transported to the relevant vault premises as provided in clause 7.4.
 The Sub-Custodians the Custodian selects may themselves select sub-custodians
 to provide such temporary custody and safekeeping of Bullion, but such
 sub-custodians shall not by such selection or otherwise be, or be considered
 to be, a Sub-Custodian as such term is used herein. The Custodian will use
 reasonable care in selecting any Sub-Custodian. As of the date of this
 Agreement, the Sub-Custodians that the Custodian uses are: Bank of England,
 Barclays, Brinks Global Services, Credit Suisse, Deutsche Bank, HSBC, Scotia
 Mocatta, UBS and Via Mat International. The Custodian will notify each of the
 Trustee and the Sponsor if it selects any additional Sub-Custodian, or stops
 using any Sub-Custodian for such purpose. The receipt of notice by each of
 the Trustee and the Sponsor that the Custodian has selected a Sub-Custodian
 (including those named in this clause 8.1) shall not be deemed to limit the
 Custodian’s responsibility in selecting such Sub-Custodian. 

 
	
  

 	
  

 
	
 8.2

 	
 Liability:
 Except for the Custodian’s obligation to make commercially reasonable efforts
 to obtain delivery of Bullion from Sub-Custodians, the Custodian shall not be
 liable in contract, tort or otherwise for any loss, damage or expense arising
 directly or indirectly from an act or omission, or insolvency, of any
 Sub-Custodian or any further delegate of such Sub-Custodian unless the
 appointment of that Sub-Custodian was made by the Custodian negligently or in
 bad faith. 

 
	
  

 	
  

 
	
 8.3

 	
 Zurich Sub-Custodians:
 The Custodian may employ Zurich Sub-Custodians for the custody and
 safekeeping of platinum and palladium in their Zurich vault premises. The
 Custodian will use reasonable care in selecting any Zurich Sub-Custodian. As
 of the date of this Agreement, the Zurich Sub-Custodian that the Custodian
 uses is UBS AG. The Custodian will notify each of the Trustee and the Sponsor
 if it selects any additional Zurich Sub-Custodian, or stops using any Zurich
 Sub-Custodian for such purpose. The receipt of notice by each of the Trustee
 and the Sponsor that the Custodian has selected a Zurich Sub-Custodian
 (including those named in this clause 

 


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 8.3) shall
 not be deemed to limit the Custodian’s responsibility in selecting such
 Zurich Sub-Custodian. Nothing in clause 8.2 shall limit the Custodian’s
 liability with respect to platinum or palladium held by a Zurich
 Sub-Custodian. In addition to the requirements of clauses 7.2 and 7.3, the
 Custodian shall require any Zurich Sub-Custodian to segregate the Bullion
 from any platinum and palladium which they hold for the Custodian and any
 other customers of the Custodian or the Zurich Sub-Custodian by making
 appropriate entries in their books and records. On entering into this
 Agreement and on the appointment of any subsequent Zurich Sub-Custodian, the
 Custodian shall give to such Zurich Sub-Custodian a notice in the form of
 Schedule 1 and ensure that such Zurich Sub-Custodian delivers to the
 Custodian (with a copy to the Trustee and the Sponsor) a countersigned copy
 of such notice prior to delivery of any Bullion to it. 

 
	
  

 	
  

 
	
 9.

 	
 REPRESENTATIONS 

 
	
  

 	
  

 
	
 9.1

 	
 Trustee’s Representations:
 The Trustee represents and warrants to the Custodian that (such
 representations and warranties being deemed to be repeated upon each occasion
 of deposit of Bullion under this Agreement): 

 
	
  

 	
  

 
	
  

 	
 (1)

 	
 the Trustee
 has all necessary authority, powers, consents, licences and authorisations
 (which have not been revoked) and has taken all necessary action to enable it
 lawfully to enter into and perform its duties and obligations under this
 Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 the person
 entering into this Agreement on behalf of the Trustee has been duly
 authorised to do so; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

 	
 this
 Agreement and the obligations created under it are binding upon and
 enforceable against the Trustee, as trustee of the Trust, in accordance with
 its terms (subject to applicable principles of equity) and do not and will
 not violate the terms of the Rules or any order, charge or agreement by which
 the Trustee is bound. 

 
	
  

 	
  

 
	
 9.2

 	
 Custodian’s Representations:
 The Custodian represents and warrants to the Trust that (such representations
 and warranties being deemed to be repeated upon each occasion of deposit of
 Bullion under this Agreement): 

 
	
  

 	
  

 
	
  

 	
 (1)

 	
 the
 Custodian has all necessary authority, powers, consents, licences and
 authorisations (which have not been revoked) and has taken all necessary
 action to enable it lawfully to enter into and perform its duties and
 obligations under this Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 the person
 entering into this Agreement on behalf of the Custodian has been duly
 authorised to do so; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

 	
 this
 Agreement and the obligations created under it are binding upon the Custodian
 and enforceable against the Custodian in accordance with its terms (subject
 to applicable principles of equity) and do not 

 


9









	
  

 	
  

 	
           and will not
 violate the terms of the Rules or any order, charge or agreement by which the
 Custodian is bound.

 
	
  

 	
  

 	
  

 
	
 10.

 	
 FEES AND EXPENSES 

 
	
  

 	
  

 
	
 10.1

 	
 Fees: For the
 Custodian’s services under this Agreement, the Trustee has procured the
 Sponsor’s written agreement, to which the Custodian has agreed, to pay the
 Custodian’s fee for services under this Agreement. 

 
	
  

 	
  

 
	
 10.2

 	
 Expenses: The
 Trustee has procured the Sponsor’s written agreement, to which the Custodian
 has agreed, to pay to the Custodian on demand all costs, charges and expenses
 (excluding (i) any relevant taxes and VAT, duties and other governmental
 charges, (ii) fees for storage and insurance of the Bullion and any fees and
 expenses of Sub-Custodians, which will be recovered under clause 10.1, and
 (iii) indemnification obligations of the Trustee under clause 12.5 which will
 be paid pursuant to the following sentence) incurred by the Custodian in
 connection with the performance of its duties and obligations under this
 Agreement or otherwise in connection with the Bullion. The Trustee will
 procure payment on demand, solely from and to the extent of the assets of the
 Trust, of any other costs, charges and expenses not paid by the Sponsor under
 its agreement with the Custodian procured under this clause 10.2 (including
 any relevant taxes and VAT, duties, other governmental charges and indemnification
 claims of the Custodian payable by the Trustee pursuant to clause 12.5, but
 excluding fees for storage and insurance of the Bullion and any fees and
 expenses of Sub-Custodians, which will be recovered under clause 10.1)
 incurred by the Custodian in connection with the Bullion. 

 
	
  

 	
  

 
	
 10.3

 	
 Default Interest:
 If neither the Trustee nor the Sponsor, as the case may be, procures payment
 to the Custodian of any amount when it is due, the Custodian reserves the
 right to charge the relevant party interest (both before and after any
 judgement) on any such unpaid amount calculated at a rate equal to 1% above
 the overnight London Interbank Offered Rate (LIBOR) for the currency in which
 the amount is due. Interest will accrue on a daily basis and will be due and payable
 as a separate debt. 

 
	
  

 	
  

 
	
 10.4

 	
 Credit Balances: No interest or other amount will be
 paid by the Custodian on any credit balance on an Allocated Account. 

 
	
  

 	
  

 
	
 10.5

 	
 Recovery from Trust: 
 Amounts payable pursuant to this clause 10 shall not be debited from the
 Allocated Account, but shall be payable on behalf of the Trust, and the
 Custodian hereby acknowledges that it will have no recourse against Bullion
 standing to the credit of the Allocated Account or to the Trustee
 individually in respect of any such amounts. 

 
	
  

 	
  

 
	
 11.

 	
 VALUE ADDED TAX 

 
	
  

 	
  

 
	
 11.1

 	
 VAT Inclusive: 
 All sums payable under this Agreement by the Trust to the Custodian shall be
 deemed to be inclusive of VAT if and to the extent VAT is properly chargeable
 on any supplies made by the Custodian to the Trust pursuant to this
 Agreement. 

 


10









	
  

 	
  

 
	
 11.2

 	
 VAT Invoice: 
 If VAT is properly chargeable on any supplies made by the Custodian to the
 Trust pursuant to this Agreement, the Custodian shall provide a valid VAT
 invoice to the Trust. 

 
	
  

 	
  

 
	
 12.

 	
 SCOPE OF RESPONSIBILITY

 
	
  

 	
  

 
	
 12.1

 	
 Exclusion of Liability :
 The Custodian will use reasonable care in the performance of its duties under
 this Agreement and will only be responsible for any loss or damage suffered
 as a direct result of any negligence, fraud or wilful default on its part in
 the performance of its duties, and in which case its liability will not
 exceed the market value of the Bullion lost or damaged at the time such
 negligence, fraud or wilful default is discovered by the Custodian, provided
 the Custodian notifies the Trustee promptly after any discovery of such lost
 or damaged Bullion. 

 
	
  

 	
  

 
	
 12.2

 	
 No Duty or Obligation: 
 The Custodian is under no duty or obligation to make or take, or require any
 Sub-Custodian to make or take, any special arrangements or precautions beyond
 those required by the Rules or as specifically set forth in this Agreement. 

 
	
  

 	
  

 
	
 12.3

 	
 Insurance: The
 Custodian (or one of its Affiliates) shall make such insurance arrangements
 from time to time in connection with the Custodian’s custodial obligations
 under this Agreement as the Custodian considers appropriate and will be
 responsible for all costs, fees and expenses (including any relevant taxes)
 in relation to any such insurance policy or policies. Upon reasonable prior
 written notice, in connection with the preparation of the initial
 registration statement under the United States Securities Act of 1933, as
 amended, covering any Shares, the Custodian will allow its insurance to be
 reviewed by the Trustee and by the Sponsor. The Custodian also will allow the
 Trustee and the Sponsor to review such insurance in connection with any
 amendment to that initial registration statement and from time to time, in
 each case upon reasonable prior written notice from the Trustee. Any
 permission to review the Custodian’s insurance is limited to the term of this
 Agreement and is conditioned on the reviewing party executing a form of
 confidentiality agreement provided by the Custodian, or if the
 confidentiality agreement is already in force, acknowledging that the review
 is subject thereto. 

 
	
  

 	
  

 
	
 12.4

 	
 Force Majeure:
 The Custodian shall not be liable for any delay in performance, or for the
 non-performance, of any of its obligations under this Agreement by reason of
 any cause beyond the Custodian’s reasonable control. This includes any act of
 God or war or terrorism or any breakdown, malfunction or failure of
 transmission, communication or computer facilities, industrial action, acts
 and regulations of any governmental or supra national bodies or authorities
 or regulatory or self-regulatory organisation or failure to any such body,
 authority or organization, for any reason, to perform its obligations;
 provided, however, that the Custodian agrees to use reasonable efforts to
 assist the Trustee in finding a replacement custodian (including, but not
 limited to, agreeing to an assignment of its rights and obligations
 hereunder) should any event described in this clause 12.4 so prevent the
 Custodian from performing its obligations. 

 
	
  

 	
  

 
	
 12.5

 	
 Indemnity: The
 Trustee, solely from and to the extent of the assets of the Trust, shall
 indemnify and keep indemnified the Custodian (on an after tax basis) on
 demand 

 


11









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 against all
 costs and expenses, damages, liabilities and losses (other than VAT and the
 expenses assumed by the Sponsor under its agreement with the Custodian
 procured under clause 10.2) which the Custodian may suffer or incur, directly
 or indirectly in connection with this Agreement except to the extent that
 such sums are due directly to the negligence, wilful default or fraud of the
 Custodian. 

 
	
  

 	
  

 	
  

 	
  

 
	
 12.6

 	
 Third Parties: 
 Except with respect to the Trust, which shall be considered a beneficiary of
 this entire Agreement, and to the Sponsor, which shall be considered a
 beneficiary (as applicable) of clauses 2.7 and 12.3, the Custodian does not
 owe any duty or obligation or have any liability towards any person who is
 not a party to this Agreement. Except as set forth in this clause 12.6, this
 Agreement does not confer a benefit on any person who is not a party to it.
 The parties hereto do not intend that any term of this Agreement shall be
 enforceable by any person who is not a party to it and do intend that the
 Contracts (Rights of Third Parties) 1999 Act shall not apply to this
 Agreement, provided that the Sponsor may enforce its rights under clauses 2.7
 and 12.3. Nothing in this paragraph is intended to limit the obligations
 hereunder of any successor Trustee of the Trust or to limit the right of any
 successor Trustee of the Trust to enforce the Custodian’s obligations
 hereunder. 

 
	
  

 	
  

 	
  

 	
  

 
	
 13.

 	
 TERM AND TERMINATION 

 
	
  

 	
  

 	
  

 	
  

 
	
 13.1

 	
 Method:
 Subject to clause 13.2 below, either the Trustee or the Custodian may
 terminate this Agreement for any reason, including if the Custodian or Zurich
 Sub-Custodian ceases to offer the services contemplated by this Agreement to
 its clients or proposes to withdraw from the Bullion business, by giving not
 less than 90 days’ written notice to the other party. Any such notice given
 by the Trustee must specify: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 the date on
 which the termination will take effect; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 the person
 to whom the Bullion is to be made available; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

 	
 all other
 necessary arrangements for the redelivery of the Bullion to the order of the
 Trustee. 

 
	
  

 	
  

 	
  

 	
  

 
	
 13.2

 	
 Term: This
 Agreement shall have a fixed term up to and including five years and will automatically renew for a further term of
 five years thereafter unless terminated by the parties in accordance with
 this clause 13; provided that during such periods this
 Agreement may be terminated immediately upon written notice as follows: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 by the
 Trustee, if the Custodian ceases to offer the services contemplated by this
 Agreement to its clients or proposes to withdraw from the Bullion business; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 by the
 Trustee or the Custodian, if it becomes unlawful for the Custodian to be a
 party to this Agreement or to offer its services on the terms contemplated by
 this Agreement or it becomes unlawful for the Trustee or the Trust to receive
 such services or for the Trustee to be a party to this Agreement; 

 


12









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

 	
 by the Custodian,
 if there is any event which, in the Custodian’s reasonable view, indicates
 the Trust’s insolvency or impending insolvency; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (4)

 	
 by the
 Trustee, if there is any event which, in the Trustee’s sole view, indicates
 the Custodian’s insolvency or impending insolvency; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (5)

 	
 by the
 Trustee, if the Trust is to be terminated; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (6)

 	
 by the
 Trustee or the Custodian, if the Unallocated Account Agreement ceases to be
 in full force and effect at any time. 

 
	
  

 	
  

 	
  

 	
  

 
	
 13.3

 	
 Change in Trustee:
 If there is any change in the identity of the Trustee in accordance with the
 Trust Agreement, then the Custodian, the Trustee and the Trust shall execute
 such documents and shall take such actions as the new Trustee and the
 outgoing Trustee may reasonably require for the purpose of vesting in the new
 Trustee the rights and obligations of the outgoing Trustee, and releasing the
 outgoing Trustee from its future obligations under this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
 13.4

 	
 Redelivery Arrangements:
 If the Trustee does not make arrangements acceptable to the Custodian for the
 redelivery of the Bullion, the Custodian may continue to store the Bullion,
 in which case the Custodian will continue to charge the fees and expenses
 payable under clause 10. If the Trustee has not made arrangements acceptable
 to the Custodian for the redelivery of the Bullion within six months of the
 date specified in the termination notice as the date on which the termination
 will take effect, the Custodian will be entitled to sell the Bullion and
 account to the Trustee for the proceeds. 

 
	
  

 	
  

 	
  

 	
  

 
	
 13.5

 	
 Existing Rights:
 Termination shall not affect rights and obligations then outstanding under
 this Agreement which shall continue to be governed by this Agreement until
 all obligations have been fully performed. 

 
	
  

 	
  

 	
  

 	
  

 
	
 14.

 	
 NOTICES

 
	
  

 	
  

 	
  

 	
  

 
	
 14.1

 	
 Transfer Notices: Subject
 to clause 5.1, any Transfer Notice shall be in writing in English and shall
 be marked “Urgent – This Requires Immediate Attention” and signed by or on
 behalf of the party giving it (or its duly authorised representative). Any
 Transfer Notice shall be sent either by facsimile or such other authenticated
 method as may, from time to time, be agreed between the parties. Any Transfer
 Notice shall be deemed to have been given, made or served upon actual receipt
 by the recipient. 

 
	
  

 	
  

 	
  

 	
  

 
	
 14.2

 	
 General Notices:
 Any General Notice shall be in writing in English and shall be marked “Urgent
 – This Requires Immediate Attention” and shall be signed by or on behalf of
 the party giving it (or its duly authorised representative). Any General
 Notice shall be given, made or served by sending the same by pre-paid
 registered post (first class if inland, first class airmail if overseas) or
 facsimile transmission. Any General Notice sent by pre-paid registered post
 shall be deemed to have been received three London/Zurich Business Days in
 the case of inland post or seven 

 


13









	
  

 	
  

 
	
  

 	
 London/Zurich
 Business Days in the case of overseas post after despatch. Any General Notice
 sent by facsimile shall be deemed to have been given, made or served upon
 actual receipt by the recipient. 

 
	
  

 	
  

 
	
 14.3

 	
 The
 addresses and numbers of the parties for the purposes of clauses 14.1 and
 14.2 are: 

 






	
  

 	
  

 
	
 The
 Custodian:

 	
 JPMorgan
 Chase Bank, N.A.

 
	
  

 	
 125 London
 Wall

 
	
  

 	
 London EC2Y
 5AJ

 
	
  

 	
 Attention:
 Peter Smith – Global Commodities

 
	
  

 	
 Facsimile
 No. +44 207 777 4915

 
	
  

 	
  

 
	
 The Trustee:

 	
 The Bank of
 New York Mellon

 
	
  

 	
 2 Hanson
 Place

 
	
  

 	
 Brooklyn,
 New York 11217

 
	
  

 	
 Attention:
 Donald Guire

 
	
  

 	
 Facsimile:
 718-315-4927

 
	
  

 	
  

 
	
 or such
 other address or facsimile number as shall have been notified (in accordance
 with this clause) to the other party hereto. The address and numbers of the
 Sponsor for purposes of receiving notices under this Agreement is:

 
	
  

 	
  

 
	
 The Sponsor:

 	
 ETF
 Securities USA LLC

 
	
  

 	
 Ordnance
 House

 
	
  

 	
 31 Pier Road

 
	
  

 	
 St. Helier, Jersey

 
	
  

 	
 JE4 Channel
 Islands

 
	
  

 	
 Fax:
 +441534825335

 
	
  

 	
 Attention:
 US Fund Services

 






	
  

 	
  

 
	
 14.4

 	
 Recording of Calls:
 Each of the Custodian and the Trustee may record telephone conversations
 without use of a warning tone. Such records will be the recording party’s
 sole property and accepted by the other parties hereto as evidence of the
 orders or instructions given. 

 
	
  

 	
  

 
	
 15.

 	
 GENERAL

 
	
  

 	
  

 
	
 15.1

 	
 Role of Trustee:
 The Trustee is a party to this Agreement in its capacity as Trustee for the
 Shareholders and accordingly (i) the Trustee shall only be liable to satisfy
 any obligations under this Agreement, including any obligations or
 liabilities arising in connection with any default by the Trustee under this
 Agreement, to the extent of the assets held from time to time by the Trustee
 as trustee of the trusts constituted by the Trust Agreement (the “Trust Assets”) to the extent authorized
 by the Trust Agreement and (ii) no recourse shall be had to (a) any assets
 other than the Trust Assets, including any of the assets held by the Trustee
 as trustee, co-trustee or nominee of a trust other than the trusts
 constituted by the Trust Agreement, as owner in its individual capacity or in
 any way other than as trustee of the trusts constituted 

 


14









	
  

 	
  

 
	
  

 	
 by the Trust
 Agreement; or (b) the Trustee for any assets that have been distributed by
 the Trustee to the beneficiaries of the trusts constituted by the Trust
 Agreement. 

 
	
  

 	
  

 
	
 15.2

 	
 No Advice: The
 Custodian’s duties and obligations under this Agreement do not include
 providing the other party hereto with investment advice. In asking the
 Custodian to open and maintain the Allocated Account, the Trustee
 acknowledges that it is acting pursuant to the Trust Agreement and the
 Custodian shall not owe to the Trustee or the Trust any duty to exercise any
 judgment on their behalf as to the merits or suitability of any deposits
 into, or withdrawals from, the Allocated Account. 

 
	
  

 	
  

 
	
 15.3

 	
 Rights and Remedies:
 The Custodian hereby waives any right it has or may hereafter acquire to
 combine, consolidate or merge the Metal Accounts with any other account of
 the Trust or the Trustee or to set off any liabilities of the Trust or of the
 Trustee to the Custodian and agrees that it may not set off, transfer or
 combine or withhold payment of any sum standing to the credit or to be
 credited to the Metal Accounts in or towards or conditionally upon
 satisfaction of any liabilities to it of the Trust or the Trustee. Subject
 thereto, the Custodian’s rights under this Agreement are in addition to, and
 independent of, any other rights which the Custodian may have at any time in
 relation to the Bullion. 

 
	
  

 	
  

 
	
 15.4

 	
 Assignment:
 This Agreement is for the benefit of and binding upon the parties hereto and
 their respective successors and assigns. Save as expressly provided herein,
 no party may assign, transfer or encumber, or purport to assign, transfer or
 encumber, any right or obligation under this Agreement unless the other party
 otherwise agrees in writing, except that consent is not required where the
 Custodian assigns, transfers or encumbers any right or obligation under this
 Agreement to its Affiliate. This clause shall not restrict the Custodian’s
 power to merge or consolidate with any party, or to dispose of all or part of
 its custody business and further provided that this clause shall not restrict
 the Trust from assigning its rights hereunder to a Shareholder to the extent
 required for the Trust to fulfil its obligations under the Trust Agreement. 

 
	
  

 	
  

 
	
 15.5

 	
 Amendments:
 Any amendment to this Agreement must be agreed in writing and be signed by
 all of the parties hereto. Unless otherwise agreed, an amendment will not
 affect any legal rights or obligations which may already have arisen. 

 
	
  

 	
  

 
	
 15.6

 	
 Partial Invalidity:
 If any of the clauses (or part of a clause) of this Agreement becomes invalid
 or unenforceable in any way under the Rules or any law, the validity of the
 remaining clauses (or part of a clause) will not in any way be affected or
 impaired. 

 
	
  

 	
  

 
	
 15.7

 	
 Entire Agreement: This
 document represents the entire agreement between the parties hereto in
 respect of its subject matter save for any agreements made with fraudulent
 intent, and excludes any prior agreements or representations. This Agreement
 supersedes and replaces any prior existing agreement between the parties relating
 to the same subject matter. 

 
	
  

 	
  

 
	
 15.8

 	
 Counterparts:
 This Agreement may be executed in any number of counterparts each of which
 when executed and delivered is an original, but all the counterparts together
 constitute the same agreement. 

 


15









	
  

 	
  

 
	
 15.9

 	
 Business Days:
 If any obligation falls due to be performed on a day which is not a New York
 Business Day or a London/Zurich Business Day, then the relevant obligations
 shall be performed on the next succeeding New York Business Day or
 London/Zurich Business Day, as applicable. 

 
	
  

 	
  

 
	
  

 	
  

 
	
 15.10

 	
 Prior Agreements:
 The Custodian or any member of the JPMorgan group of companies (the “JPMorgan Group”) may trade in Shares for
 its own account as principal, may have underwritten or may underwrite an
 issue of Shares or, together with any such entities’ directors, officers or
 employees, may have a long or short position in Shares or in any related
 security or instrument. Brokerage or other fees may be earned by any member
 of the JPMorgan Group or persons associated with them in respect of any
 business transacted by them in all or any of the aforementioned securities or
 instruments. 

 
	
  

 	
  

 
	
 16.

 	
 GOVERNING LAW AND JURISDICTION 

 
	
  

 	
  

 
	
 16.1

 	
 Governing Law:
 This Agreement is governed by, and will be construed in accordance with, English
 law. 

 
	
  

 	
  

 
	
 16.2

 	
 Jurisdiction: The
 Trustee and the Custodian agree that the courts of the State of New York, in
 the United States of America, and the United States federal court located in
 the Borough of Manhattan in such state are to have jurisdiction to settle any
 disputes or claims which may arise out of or in connection with this
 Agreement and, for these purposes the Trustee and the Custodian irrevocably
 submits to the non-exclusive jurisdiction of such courts, waive any claim of
 forum non conveniens and any objection to laying of venue, and further waive
 any personal service. 

 
	
  

 	
  

 
	
 16.3

 	
 Waiver of Immunity: To
 the extent that the Trustee may in any jurisdiction claim for it as Trustee,
 the Trust or its assets any immunity from suit, judgment, enforcement or
 otherwise howsoever, the Trustee agrees not to claim and irrevocably waives
 any such immunity which it would otherwise be entitled to (whether on grounds
 of sovereignty or otherwise) to the full extent permitted by the laws of such
 jurisdiction. 

 
	
  

 	
  

 
	
 16.4

 	
 Service of Process:
 Process by which any proceedings are begun may be served on a party by being
 delivered to the party’s address specified below. This does not affect any
 right to serve process in another manner permitted by law. 

 
	
  

 	
  

 
	
  

 	
 Custodian’s Address for service of process:

 
	
  

 	
  

 
	
  

 	
 JPMorgan
 Chase Bank, N.A.

 
	
  

 	
 125 London
 Wall

 
	
  

 	
 London EC2Y
 5AJ

 
	
  

 	
 Facsimile
 No. +44 207 777 4915

 
	
  

 	
 Attention:
 Peter Smith – Global Commodities

 
	
  

 	
  

 
	
  

 	
 With a copy to:

 
	
  

 	
  

 
	
  

 	
 JPMorgan
 Chase Bank, N.A.

 
	
  

 	
 125 London
 Wall, 13th Floor

 


16









	
  

 	
  

 
	
  

 	
 London EC2Y

 
	
  

 	
 Facsimile
 No.: +44 (0)20 7325 8150

 
	
  

 	
 Attention:
 Legal Department-FX and Derivatives Group

 
	
  

 	
  

 
	
  

 	
 Trustee’s Address for service of process:

 
	
  

 	
  

 
	
  

 	
 The Bank of
 New York Mellon

 
	
  

 	
 One Wall
 Street

 
	
  

 	
 New York,
 New York 10286

 
	
  

 	
 Attention: Legal
 Department

 


17









	
  

 	
  

 
	
 EXECUTED by the Parties:

 
	
  

 
	
 Signed on
 behalf of and for JPMORGAN CHASE BANK, N.A.
 by

 
	
  

 
	
 Signature

 
	
  

 	

 


 
	
  

 	
  

 




	
  

 	
  

 
	
 Name

 
	
  

 	

 


 
	
  

 	
  

 




	
  

 	
  

 
	
 Title

 
	
  

 	

 


 






	
  

 
	
 Signed on
 behalf of and for

 
	
 THE BANK OF NEW YORK MELLON, solely in its capacity as trustee of the
 ETFS Precious Metals Basket Trust and not individually by

 






	
  

 	
  

 
	
 Signature

 
	
  

 	

 


 
	
  

 	
  

 




	
  

 	
  

 
	
 Name

 
	
  

 	

 


 
	
  

 	
  

 




	
  

 	
  

 
	
 Title

 
	
  

 	

 


 


 [Signature Page to ETFS Precious Metals
Basket Allocated Account Agreement]


18





Schedule 1

Notice to Zurich Sub-Custodians 


	
  

 	
  

 
	
 From:

 	
 JPMorgan Chase Bank, N.A. 

 
	
  

 	
 125 London Wall 

 
	
  

 	
 London EC2Y 5AJ 

 
	
  

 	
  

 
	
 To:

 	
 [Zurich Sub-Custodian] 

 



Date: 


Dear Sirs 


	
  

 
	
 Allocated
 Account Agreement (the “Agreement”)

 dated _______________ between

 The Bank of New York Mellon (the “Trustee”)
 and

 JPMorgan Chase Bank, N.A. (the “Custodian”)

 
	
  

 
	

 


 



Reference is made to the
Agreement between us and the Trustee and to [ ] (the “Sub-Custodian”) General
Terms and Conditions Governing Custody Accounts agreed between us and the
Sub-Custodian. 


We hereby give you notice and
you hereby agree that the platinum or palladium (“Bullion”) that we may deliver
to you or arrange to be delivered to you in connection with the Agreement
belongs to the ETFS Precious Metals Basket Trust (the “Trust”) and/or the
Trustee (as trustee for the holders of certain securities of the Trust) and
that we have agreed to require you and you hereby agree to: (a) hold such
Bullion in Switzerland as Sub-Custodian, (b) to segregate the Bullion from any
platinum and palladium which you own or hold for others and (c) to segregate
the Bullion from any platinum and palladium which you hold for the Custodian
and any other customers of the Custodian, in each case by making appropriate
entries in your books and records. 


Please sign and return the
enclosed copy of this notice to us by way of your confirmation that you have
received this notice and will comply with the requirements of the above
paragraph. You may neither forward this Schedule 1 nor disclose its content to
any third party, except to the Trustee and ETF Securities USA LLC as the
Sponsor of the Trust. 


This letter is governed by
English law, without regard to the application of any choices of law rules. The
exclusive place of jurisdiction of disputes concerning this letter shall be
Zurich, Switzerland. 


The obligations between the
Trustee and the Custodian are governed by the Agreement, and the obligations
between the Custodian and the Sub-Custodian are governed by the individual
agreement among themselves. 


	
  

 	
  

 	
  

 
	
 Yours faithfully

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	

 


 	
  

 	
  

 
	
 for an on behalf of

 	
  

 	
  

 
	
 JPMorgan
 Chase Bank, N.A.

 	
  

 	
 Acknowledged and Agreed

 
	
  

 	
  

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 For and on behalf of
 [               ]

 


19