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”).  


R E C I T A L S


          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.  


          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 

          31 Pier Road

          Jersey

          JE4 8PW 


2





          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 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 


3





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





          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






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. 




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)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
ETFS Physical PM Basket
Shares

	
 

	
Loco-London

	
 

	
50,000

	
 

	
 

	
0.03
(Gold) & 1.1 (Silver);


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Loco-Zurich/London

	
 

	
 

	
 

	
 

	
0.004
(Platinum) & 0.006 (Palladium)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
ETFS Physical WM Basket
Shares

	
 

	
Loco-London

	
 

	
50,000

	
 

	
 

	
[0.0] (Silver);


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Loco-Zurich/London

	
 

	
 

	
 

	
 

	
[0.0]
(Platinum) & [0.0] (Palladium)




6





SCHEDULE 1- CREATION AND REDEMPTION
PROCEDURES


7





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





SECOND AMENDED AND RESTATED

CREATION AND REDEMPTION PROCEDURES


          Adopted
by the Sponsor and Trustee (each as defined below) as of _________, 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





the “Basket Gold Amount” in the case of the ETFS 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. 


“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 and the ETFS White
Metals Basket 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







“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 Agreement of
the ETFS Gold Trust and the ETFS Precious Metals Basket 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 and the ETFS Precious Metals Basket 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





“Palladium” shall have the meaning ascribed to the term in Section 1.1 of the Trust
Agreement 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
Agreement 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
Agreement of the ETFS Silver Trust, the ETFS Precious Metals Basket Trust and
the ETFS White Metals Trust, as applicable, relating to silver. 


“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. 


“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. 


S1-5





“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. 


          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. 


S1-6






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 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 


S1-7





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, and (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, 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 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 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: 


S1-8









	
  

 	
  

 
	
  

 	
     (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.

          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: 


S1-9





          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: 


	
  

 	
  

 
	
  

 	
      (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: 


S1-10









	
  

 	
  

 	
  

 
	
  

 	
 (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
 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 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 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. 


          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. 


S1-11





          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 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:

 	
  

 
	
  

 	
  

 
	
  

 	
  

 


S1-13






ANNEX I TO CREATION AND REDEMPTION PROCEDURES


THE
BANK OF NEW YORK MELLON, TRUSTEE

CREATION/REDEMPTION ORDER FORM

UNALLOCATED 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 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 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.


S1-14





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





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





SCHEDULE 2- STANDARD TERMS






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

 




i





          STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS (the
“Standard Terms”) agreed to as of _________, 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 through payment of
the fee contemplated in Section 2.02(g) of the Procedures. The Trustee or 


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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. 


	
  

 	
  

 	
  

 
	
  

 	
           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. 

 
	
  

 	
  

 	
  

 
	
  

 	
           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









	
  

 	
  

 
	
  

 	
 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








	
  

 	
  

 
	
  

 	
 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





          IN
WITNESS WHEREOF, the Sponsor and the Trustee have
executed these 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: 

 


S2-11





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





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 AUHTORIZED 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