GraniteShares Platinum Trust S-1


Exhibit 4.2 


 


AUTHORIZED PARTICIPANT AGREEMENT


 


This AUTHORIZED PARTICIPANT
AGREEMENT (this “Agreement”) dated as of _____________, 2017, by and among (i) [Name of Authorized Participant],
a [AP Entity Type] 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”), with 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) GraniteShares LLC, in its capacity as sponsor of each Trust (in such capacity,
the “Sponsor”).


 


RECITALS


 


Section
A.         Pursuant to the provisions of the applicable Trust Agreement, 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
of Shares as set out on Schedule A (each 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 entered into an effective Authorized
Participant Agreement with the Sponsor and the Trustee.


 


Section
B.         [Name of AP] 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 the relevant Trust in compliance
with procedures provided in 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 issued by a specified Trust
and a “Redemption Order”, in case of an order to redeem one or more Baskets issued by a specified Trust) or
(ii) through the Trustee’s electronic order entry system, as such may he 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 for Authorized Participant Agreements (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
2-A is a certificate listing the Authorized Representatives of the Authorized Participant.


 


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


 


(a)          to ensure that any Delivery of Bullion to the Custodian, or any withdrawal of applicable Bullion from the applicable
Trust, made in connection with a Purchase Order or Redemption Order placed by the Authorized Participant will take place only through
one or more custodian members of the London Bullion Market Association 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, the Sponsor, the Trustee or the Custodian the amount of any taxes (including, without
limitation, value added taxes) or governmental charges, and any applicable penalties, assessments to tax or interest thereon, that
may be imposed on the relevant Trust, the Sponsor, the Trustee or the Custodian in connection with (i) 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 (ii) 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, by nationally recognized overnight courier (delivery confirmation received), by
postage prepaid registered or certified United States first class mail, return receipt requested, or, if available, by facsimile
(transmission confirmation received, with a confirming copy given by regular mail) addressed as follows:


 


(i)        If
to the Trustee:


 


The Bank of New York Mellon 


2 Hanson Place 


9th Floor 


Brooklyn, New York 11217 


Attn: ETF Services, Brooklyn 


Telephone: (718) 315-5013 


Facsimile: (718) 315-4850


E-Mail: etfservicescom@bnymellon.com 


 






     


     


    

 





(ii)       If
to the Sponsor: 


 


GraniteShares LLC 


30 Vesey Street 


9th Floor 


New York, New York 10007 


Attn: President 


Telephone: (917) 338-0565 


E-Mail: benoit.autier@graniteshares.com


 


(iii)       if
to the Authorized Participant:


 


[Name of Authorized Participant] 


[Address]  


		 	Telephone:	 	 



		 	Facsimile:	 	 



		 	E-Mail:	 	 



 


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. Notice shall be deemed
received as indicated by the delivery confirmation (if delivery is by overnight courier or facsimile) or on the third Business
Day following mailing (if delivery is by registered or certified United States first class mail).


 


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 (60) 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, without limitation, 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 Registered Owner or Beneficial Owner
by the following procedure: the Trustee or the Sponsor will deliver 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. Notwithstanding anything
in this Agreement to the contrary, Schedule A to this Agreement may be updated from time to time by the Sponsor’s
delivery of an updated Schedule A to the Authorized Participant and the Trustee using the facsimile or electronic mail contact
information provided for in Section 6 hereof or such other facsimile or electronic mail contact information as has been
communicated to the Sponsor pursuant to Section 6 hereof. Any updated Schedule A to this Agreement shall be effective upon
its receipt by the Authorized Participant and the Trustee.


 






     


     


    

 


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, without limitation, 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 of such party
hereunder without further action. 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 this Section 9 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 of, 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]


 






     


     


    

 


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:	 









 


GRANITESHARES LLC, 


in its capacity as Sponsor of the Trusts listed on Schedule
A hereto


 





	By:	 	 
	Name:	 
	Title:	 


  


[Name of Authorized Participant], 


in its capacity as an Authorized Participant of the Trusts listed
on Schedule A hereto


 





	By:	 	 
	Name:	 
	Title:	 


 






     


     


    

 


 


SCHEDULE A – APPLICABLE TRUSTS


 


		●	GraniteShares Gold Trust, a trust created under New York law pursuant to that certain Depositary
Trust Agreement dated as of _____________, 2017, between the Trustee and the Sponsor, as may be amended from time to time.






		●	GraniteShares Silver Trust, a trust created under New York law pursuant to that certain Depositary
Trust Agreement dated as of _____________, 2017, between the Trustee and the Sponsor, as may be amended from time to time.






		●	GraniteShares Platinum Trust, a trust created under New York law pursuant to that certain Depositary
Trust Agreement dated as of _____________, 2017, between the Trustee and the Sponsor, as may be amended from time to time.






		●	GraniteShares Palladium Trust, a trust created under New York law pursuant to that certain Depositary
Trust Agreement dated as of _____________, 2017, 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
	GraniteShares Gold Shares	 	Loco London	 	10,000	 	0.1
	 	 	 	 	 	 	 
	GraniteShares Silver Shares	 	Loco London	 	50,000	 	1.0
	 	 	 	 	 	 	 
	GraniteShares Platinum Shares	 	Loco London	 	15,000	 	0.1
	 	 	 	 	 	 	 
	GraniteShares Palladium Shares	 	Loco London	 	25,000	 	0.1




 






     


     


    




 


SCHEDULE 1- CREATION AND REDEMPTION PROCEDURES


 


TABLE OF CONTENTS - SCHEDULE 1


 


ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 


Section 1.01 Definitions 


Section 1.02 Interpretation


Section 1.03 Two Day Settlement


 


ARTICLE II CREATION PROCEDURES 


Section 2.01 Initial Creation of Shares 


Section 2.02 Subsequent Creation of Shares


 


ARTICLE III REDEMPTION PROCEDURES 


Section 3.01 Redemption of Shares


 


ANNEX I TO CREATION AND REDEMPTION PROCEDURES 


Creation/Redemption Order Form


 


ANNEX II TO CREATION AND REDEMPTION PROCEDURES 


Order Entry System Terms and Conditions


 






     


     


    

 


CREATION AND REDEMPTION PROCEDURES


 


Adopted by the Sponsor and Trustee (each
as defined below) as of ___________, 2017


 


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:


 


“Affiliate” shall have
the meaning given to it by Rule 501(b) under the Securities 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 authorizing the
Authorized Participant to submit Purchase Orders and Redemption Orders and into which these Procedures, attached as Schedule I
thereto, and the Standard Terms, attached as Schedule 2 thereto, 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 Orders 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” meaning
the specific amount of Bullion defined in Section 1.1 of the relevant Trust Agreement.


 


“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 ascribed to the term in Section 1.1 of the relevant Trust Agreement.


 


“Bullion” means Gold,
Silver, Platinum or Palladium, as appropriate.


 


“Business Day” shall
have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.


 


“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 Shares of such Trust.


 


“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.


 


“Custodian” shall have
the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.


 


“Custody Agreement”
shall have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.


 


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


 


“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 such Trust’s Shares.


 


“DTC” shall mean The
Depository Trust Company, its nominees and their respective successors.


 


“DTC Participant” shall
have the meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement.


 


“FINRA” means the Financial
Industry Regulatory Authority.


 


“Gold” or “gold”
shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreement for the GraniteShares Gold Trust 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 or its successor.


 


“LBMA London Good Delivery Standards”
shall mean the specifications for “good delivery” gold and silver bars, including the specifications for weight, dimensions,
fineness (or purity), identifying marks and appearance of gold and silver bars, set forth in “The Good Delivery Rules for
Gold and Silver Bars” published by the LBMA.


 


“LPMCL” means London
Precious Metals Clearing Limited or its successor.


 


“LPPM” shall mean the
London Platinum and Palladium Market or its successor.


 


“LPPM Good Delivery Standards”
shall mean the specifications for “good delivery” platinum and palladium plates and ingots, including the specifications
for weight, fineness (or purity), identifying marks and appearance of platinum and palladium plates and ingots, set forth in “The
Good Delivery Rules for Platinum and Palladium Plates and Ingots published by the LPPM.


 


“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.


 


“Palladium” shall have
the meaning ascribed to the term in Section 1.1 of the Trust Agreement of the GraniteShares Palladium Trust 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 other entity 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 GraniteShares Platinum Trust 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.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Shares” means shares
issued by the relevant Trust pursuant to the provisions of the relevant Trust Agreement.


 


“Sponsor” shall mean
GraniteShares LLC, a Delaware limited liability company, in its capacity as the sponsor of each Trust under the corresponding Trust
Agreement, and any successor thereto in compliance with the provisions thereof.


 


“Sponsor Indemnified Party”
shall have the meaning ascribed to such term in Section 6.01(b) of the Standard Terms.


 


“Standard Terms” shall
have the meaning ascribed to such term in Section 2 of the Authorized Participant Agreement.


 


“Transaction Fee” means
a fee of $500 to be paid by the Authorized Participant to the Trustee for each Purchase Order or Redemption Order. The fee may
be changed by the Trustee with the prior written consent of the Sponsor.


 


“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.


 


“Trust Allocated Account”
shall have the meaning ascribed to it in Section 1.1 of the relevant Trust Agreement.


 


“Trust Unallocated Account”
shall have the meaning ascribed to it in Section 1.1 of the relevant Trust Agreement.


 


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


 






     


     


    

 


“VAT” shall mean (a)
any tax imposed pursuant to or in compliance with the Sixth Directive of the Council of the European Economic Communities (77/388/EEC)
including, without limitation, 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)”.


 


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 Trust and its Shares contained in the Authorized Participant Agreement shall have no effect until such Trust commences
operations and its applicable Trust Agreement and applicable Custody Agreements 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.


 


Section 1.03. Two
Day Settlement. For all Orders which are placed and accepted on or after such day (the “Effective Date”)
as the settlement cycle for most broker-dealer securities transactions is changed from a three business day settlement cycle to
a two business day settlement cycle (such change is currently scheduled to occur on September 5, 2017), all actions to be performed
by, and all actions to be performed on, the third Business Day after the applicable Order Date in these Procedures shall, on and
after the Effective Date, be performed by, or performed on, the second Business Day after the applicable Order Date. All Orders
which are placed and accepted prior to the Effective Date are not subject to this provision.


 






     


     


    

 


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 on which the Benchmark price is announced. Purchase Orders received by the Trustee
on or after the Order Cutoff Time on a Business Day, or on a Business Day on which the Benchmark Price is not announced, will not
be accepted.


 


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 (https://inform.bnymellon.com),
the use of which is subject to the terms and conditions of the Order Entry System Terms and Conditions set forth on Annex II
to these Procedures,


 


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 Participant’s unilateral offer to deposit Bullion in exchange for Baskets
and will have no binding effect upon the relevant 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 relevant Trust and the Authorized
Participant for the creation and purchase of Baskets 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, currently within fifteen (15) minutes
of such contact with the Authorized Participant, provided that the corrected Purchase Order is received by the Trustee prior
to the Order Cutoff Time.


 






     


     


    

 


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 Trust Unallocated Account in unallocated Bullion loco London no later than 10:00 a.m. (London time) on
the third Business Day following the Order Date. The Authorized Participant shall bear all risk of any loss until the Bullion is
credited to the relevant Trust Unallocated Account.


 


f.            The
Custodian shall advise the Trustee in writing of the deposits made to the relevant Trust 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. above has not been noted as deposited in the relevant Trust Unallocated Account. In such event, the Trustee
shall, by the Trustee’s close of business on the third 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 1:00 p.m. (New York time) on the date such issuance
and Delivery is to take place:


 


(i)        the
Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been deposited in
the Trust Unallocated Account in compliance with the provisions of Section 2.02e, above;


 


(ii)       the
Custodian shall have reported in writing to the Trustee that the corresponding required amount of Bullion has been allocated to
the Trust Allocated Account (other than up to 430 Ounces of Gold, 1,100 Ounces of Silver and 192 Ounces of Platinum and Palladium
held on an Unallocated Basis) and the Custodian is holding that Bullion for the account of the Trust;


 






     


     


    

 


(iii)      the
Trustee shall have received from the Authorized Participant the applicable Transaction Fee;


 


(iv)      the
Authorized Participant shall have paid or agreed to pay, or reimbursed or agreed to reimburse the Custodian, the Trustee or the
relevant Trust for, the amount of any applicable taxes (including, without limitation, any VAT), governmental charges and fees
which are or become due in connection with the Delivery of Bullion to the Custodian and the issuance and Delivery of Shares to
the Authorized Participant; and


 


(v)       any
other conditions to the issuance of Shares under the Trust Agreement shall have been satisfied.


 


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 (1), (ii), (iii),
(iv) and (v) of Section 2.02g. above shall have been met. In the event that, by 10:00 a.m. (New York time) on the third
Business Day following the Order Date of a Purchase Order, the relevant Trust 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 damages, losses, costs and expenses incurred by the relevant Trust, the
Sponsor, 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 or extreme weather conditions,
market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting
the relevant Trust, the Trustee, the Custodian or sub-custodian and similar extraordinary events beyond the Custodian’s or
the Trustee’s reasonable 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 as determined by the Trustee
in its sole discretion.


 






     


     


    

 


j.             Except
as provided in Sections 2.02d., 2.02f., 2.02h. and the Standard Terms, none of the Trustee, the Sponsor or
the Custodian is 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.            The
Creation of Shares may he suspended or rejected under the circumstances specified in the relevant Trust Agreement, these Procedures
or the Standard Terms.


 


ARTICLE III



REDEMPTION PROCEDURES


 


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


 


a.           Authorized
Participants wishing to redeem one or more Baskets shall place a Redemption Order with the Trustee no later than 3:59:59 p.m. (New
York time) on any Business Day on which the Benchmark Price is announced. Redemption Orders received by the Trustee on or after
the Order Cutoff Time on any Business Day, or on a Business Day on which the Benchmark Price is not announced, will not be accepted.


 


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 (https://inform.bnymellon.corn), the
use of which is subject to the terms and conditions of the Order Entry System Terms and Conditions set forth on Annex II
to these Procedures,


 


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


 






     


     


    

 


d.           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. Prior to the transmission of the Trustee’s acceptance as specified above, a Redemption Order will only represent
the Authorized Participant’s unilateral offer to deposit Baskets in exchange for a Delivery of Bullion and will have no binding
effect upon the relevant Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above,
a Redemption Order will be a binding agreement among the relevant Trust and the Authorized Participant for the redemption of Baskets
and the Delivery of Bullion pursuant to the terms of the Redemption Order and these Procedures. If a Redemption Order is rejected,
the Trustee shalt 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 “Declined” by the Trustee and indicating the reason. The preceding sentence
notwithstanding, Redemption Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Redemption
Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit
a corrected Redemption Order within the time period specified in Section 1.09 of the Standard Terms, currently within fifteen (15)
minutes of such contact with the Authorized Participant, provided that the corrected Redemption Order is received by the Trustee
prior to the Order Cutoff Time.


 


e.            The
Trustee shall, by 10:00 a.m. (New York Time) on the third 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 by 10:00 a.m. on the third Business Day following the Order Date to the Trustee’s account
at DTC the total number of Shares to be redeemed by such Authorized Participant pursuant to such Redemption Order;


 


(ii)       the
Trustee shall have received from the Authorized Participant the applicable Transaction Fee;


 


(iii)      the
Authorized Participant shall have paid or agreed to pay, or reimbursed or agreed to reimburse the Custodian, the Trustee or the
relevant Trust for, the amount of any applicable taxes (including, without limitation, any VAT), governmental charges and fees
which are or become due in connection with the Delivery of Shares to the Trustee and the Delivery of Bullion to the Authorized
Participant, as well as any expense associated with the Delivery of Bullion to the Authorized Participant other than by a credit
to an account of the Authorized Participant maintained by the Custodian on an Unallocated Basis; and


 


(iv)      any
other conditions to the redemption of Shares under the Trust Agreement shall have been satisfied.


 






     


     


    

 


Provided that the Custodian has received
written confirmation from the Trustee that the conditions set forth in clauses (i), (ii), (iii) and (iv) of Section 3.01e.
above have been satisfied, the Custodian shall, on such day, Deliver, as applicable to the specific Redemption Order:


 


		-	unallocated Gold loco London;






		-	unallocated Silver loco London;






		-	unallocated Platinum loco London; or






		-	unallocated Palladium loco London



 


in the amounts specified in the communication
sent in compliance with Section 3.01d. above to the account indicated by the redeeming Authorized Participant in its Redemption
Order (which shall be an appropriate Bullion account in London with the Custodian or another LPMCL clearing bank. Having made such
Delivery, the Custodian shall send written confirmation thereof to the Trustee who shall then cancel the Shares so redeemed. The
Authorized Participant shall bear all risk of any loss from the time the Bullion is transferred from the relevant Trust Unallocated
Account to the account of the Authorized Participant maintained on an Unallocated Basis.


 


f.            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), (ii), (iii) and (iv) of
Section 3.01e. above have been satisfied.


 


g.           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 or 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 and similar extraordinary events beyond the Custodian’s and the Trustee’s
reasonable 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 as determined by the Trustee in its sole discretion.


 






     


     


    

 


h.           In
the event that, by 10:00 a.m. (New York time) on the third Business Day following the Order Date of a Redemption Order, the 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 one (1) Business Day following receipt of such notice
to correct such failure. If such failure is not cured within such one (1) Business Day period, the Trustee (in consultation with
the Sponsor) will cancel such Redemption Order and will send via electronic mail message notice of such cancellation to the Authorized
Participant and the Custodian. The Authorized Participant will be solely responsible for all damages, losses, costs and expenses
incurred by the relevant Trust, the Sponsor, the Trustee or the Custodian related to the cancelled Redemption Order.


 


i.             The
redemption of Shares may be suspended or rejected under the circumstances specified in the relevant Trust Agreement, these Procedures
or the Standard Terms.


 


j.             Except
as provided in Sections 3.02d., 3.02h. and the Standard Terms, none of the Trustee, the Sponsor or the Custodian
are under any duty to give notification of any defects or irregularities in any Redemption Order or the Delivery of the Shares,
and shall not incur any liability for the failure to give any such notification.


 


[Signatures Follow on Next Page]


 






     


     


    

 


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


 


THE BANK OF NEW YORK MELLON, 


in its capacity as Trustee of the Trust(s) listed on Schedule
A attached to the Authorized Participant Agreement


 





	By:	 	 
	Name:	 
	Title:	 


 


GRANITESHARES LLC, 


in its capacity as Sponsor of the Trust(s) listed on Schedule
A attached to the Authorized Participant Agreement





 





	By:	 	 
	Name:	 
	Title:	 


 






     


     


    

 



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:       (       )         - 


Fax order number:          (      )             -


 


Authorized Participant must complete all
items in Part I. The Trustee shall reject any order not submitted in proper form.


 


I. TO BE COMPLETED BY AUTHORIZED PARTICIPANT: 


 


 


	Name of Trust:	 	 






   


 


	Date:	 	 	Time:	 	 






 


 


	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:


 


_________ Check if ICBC Standard Bank Plc


 








	_________ Other (please specify clearing agent): 	 	 	 






 





	Account number for loco London Bullion delivery: 	 	 



  


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 the 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.


 






     


     


    

  


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 (l) once accepted by the Trustee, this Purchase or Redemption Order will become a legally
binding contract for the delivery of the Basket Amount per Basket, or the number of Baskets, 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, the
Trustee or the Trust by, the Authorized Participant. 





	 	 	 
	Authorized Representative’s Signature 	 	Date



 


 








II. TO BE COMPLETED BY TRUSTEE:


 


This certifies that the above order has been:


 


____________________Accepted by the Trustee


 





	____________________Declined-Reason:  	 
	 	 



  








  


	Final # of Ounces:	 	 	Final # of Shares:	 









 





	Final Cash Due to BNYM 	 	 		 





 











	 	 	 	 	 
	Date	 	Time 		Authorized Signature of Trustee


 








 






     


     


    







 


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 I of the Authorized Participant Agreement. In the event of any conflict between the terms of this Annex
II and Section 1 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.


 



     


     


    




 


3.          (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.


 


             (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.


 


4.          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.


 


5.          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.


 



     


     


    




 


6.          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.


 


7.          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.


 


8.          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 System.


 


9.          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.


 



     


     


    




 





SCHEDULE 2


 


STANDARD TERMS FOR AUTHORIZED PARTICIPANT
AGREEMENTS


 


ARTICLE I ORDERS FOR PURCHASE AND REDEMPTION


 


Section 1.01 Authorization to Purchase and Redeem
Baskets 


Section 1.02 Procedures for Orders 


Section 1.03 Consent to Recording 


Section 1.04 Irrevocability 


Section 1.05 Costs and Expenses 


Section 1.06 Delivery of Property to the Trust 


Section 1.07 Title to Deposit Property and Shares
Surrendered for Redemption 


Section 1.08 Certain Payments or Distributions 


Section 1.09 Ambiguous Instructions


 


ARTICLE II AUTHORIZED REPRESENTATIVES 


Section 2.01 Certification 


Section 2.02 PIN Numbers 


Section 2.03 Termination of Authority 


Section 2.04 Verification


 


ARTICLE III STATUS OF THE AUTHORIZED PARTICIPANT 


Section 3.01 Clearing Status 


Section 3.02 Broker-Dealer Status 


Section 3.03 Foreign Status 


Section 3.04 Compliance with Certain Laws 


Section 3.05 Authorized Participant Status


 


ARTICLE IV ROLE OF AUTHORIZED PARTICIPANT 


Section 4.01 No Agency 


Section 4.02 Rights and Obligations of DTC Participant 


Section 4.03 Beneficial Owner Communications 


Section 4.04 Authorized Participant Customer Information


 


ARTICLE V MARKETING MATERIALS AND REPRESENTATIONS AND WARRANTIES 


Section 501 Authorized Participant’s Representation 


Section 5.02 Prospectus


 


ARTICLE VI INDEMNIFICATION; LIMITATION OF LIABILITY 


Section 6.01 Indemnification


 


ARTICLE VII MISCELLANEOUS 


Section 7.01 Commencement of Trading


Section 7.02 Defined Terms


Section 7.03 Third Party Beneficiaries


 



     


     


    




 


These STANDARD TERMS
FOR AUTHORIZED PARTICIPANT AGREEMENTS (the “Standard Terms”) are agreed to as of ____________, 2017, by and
between The Bank of New York Mellon, a New York banking corporation, as trustee for the Trust(s) listed on Schedule A attached
to the Authorized Participant Agreement (the “Trustee”), and GraniteShares LLC, a Delaware limited liability,
company, as sponsor for the Trust(s) listed on Schedule A attached to the Authorized Participant Agreement (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 in compliance with the provisions
of the applicable Trust Agreement, the Procedures and these Standard Terms.


 


Section 1.02.     Procedures
for Orders. Each party hereto agrees to comply with the provisions of the applicable Trust Agreement, the Procedures and these
Standard Terms 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 that 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 Trustee 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, but the Sponsor
shall have no liability for the Trust’s inability to accommodate such a request.


 



     


     


    




 


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 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 relevant Trust Agreement,
the Procedures and these Standard Terms, the Purchase Order or Redemption Order may be cancelled by the Trustee and the Authorized
Participant will be solely responsible for all damages, losses, costs and expenses incurred by the Trust, the Sponsor, the Trustee
or the Custodian related to the cancelled Order. The Authorized Participant will not, however, be responsible for damages, losses,
costs and expenses incurred by the Trust, the Sponsor, the Trustee or the Custodian related to cancelled Orders to the extent the
failure to transfer Deposit Property to the Trust is due to the gross negligence, bad faith 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 reasonable 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 as determined by the Trustee in its sole discretion. Upon the deposit of any Bullion, the Authorized
Participant as Depositor represents and warrants that (i) the Bullion represents the right to receive Bullion that meets the LBMA
London Good Delivery Standards or the LPPM Good Delivery Standards and otherwise meets the relevant requirements to be Bullion
and contains the required number of Ounces for the applicable Purchase Order, (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 Deposit 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 preclude the delivery of such Shares to the Trustee
in accordance with the Procedures.


 


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, for its own benefit
or for the benefit of 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 amount 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 relevant 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 relevant 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 Trustee acknowledges and agrees to return
to the Authorized Participant, for its benefit or for the benefit of any Authorized Participant Client for which it is acting,
any payment, distribution or other amount paid to it in respect of any Shares transferred to the relevant 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 (as defined below) 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 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 Representative, 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 within fifteen (15) minutes of such contact with the Authorized Participant, provided that the corrected
Purchase Order or Redemption Order is received by the Trustee prior to 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 2-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 2-B to the Authorized Participant Agreement.


 



     


     


    




 


Section 2.02.    PIN
Numbers. The Trustee shall issue to each Authorized Representative a unique personal identification number (“PIN Number”)
by which such Authorized Representative 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
any PIN Number at any time upon written notice to the Trustee pursuant to Section 2.03 hereof, 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. Except as otherwise provided in these Standard Terms,
the Authorized Participant agrees that neither the Sponsor, each 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 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 Section 2.03 hereof.


 


Section 2.03.    Termination
of Authority. Upon the termination or revocation of authority of an Authorized Representative by the Authorized Participant
or the revocation of a PIN Number 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. 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.


 


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
properly revoked such PIN Number in accordance with Section 2.03 hereof prior to the placement of such instructions. 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 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 such person uses a PIN Number which the Authorized
Participant had previously revoked in accordance with Section 2.03 hereof.


 


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. The Authorized Participant
shall give prompt written notice to the Trustee of a change in the foregoing status of the Authorized Participant, and any such
change shall terminate the Authorized Participant Agreement.


 



     


     


    




 


Section 3.02.    Broker-Dealer
Status. The Authorized Participant represents and warrants that it is (i) registered as a broker-dealer under the Securities
Exchange Act of 1934, as amended, or other securities market participant, such as a bank or other financial institution, which,
but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions (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, to the extent so required. 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, and activities with respect
to, Shares, and with the applicable rules of any self-regulatory organization of which the Authorized Participant is a member to
the extent the foregoing relates to the Authorized Participant’s transactions in, and activities with respect to, Shares, and that
it will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. The Authorized
Participant shall be solely responsible for determining the application of any such laws. rules or regulations in all cases at
its own expense.


 


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, the Authorized Participant 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 applicable rules of any self-regulatory organization
of which the Authorized Participant is a member, 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, as amended (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, and the operations of the Authorized Participant are conducted in compliance
with the U.S.A. PATRIOT Act.


 


Section 3.05.    Authorized
Participant Status. The Authorized Participant understands and acknowledges that the method by which Baskets will be created
and traded may raise certain issues under applicable securities laws. For example, because new Baskets may be issued and sold by
each Trust on an ongoing basis, at any point a “distribution”, as such term is used in the Securities Act, may occur.
The Authorized Participant understands and acknowledges that some activities on its part, depending on the facts, may result in
its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the
prospectus delivery and liability provisions of the Securities Act.


 



     


     


    




 


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 each 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, 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 comply with their obligations to
distribute information to beneficial owners of Shares under applicable state or federal securities laws and (ii) to forward to
such beneficial owners written materials and communications received, directly or indirectly, from the Sponsor or the Trustee in
sufficient quantities to allow mailing thereof to such beneficial owners, including, without limitation, 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 to 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 applicable 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 arc 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, the relevant Trust Agreement 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, each Trust or the Sponsor other than those not inconsistent with each 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,
the Trust or the Sponsor (excluding, without limitation, promotional materials and sales literature, advertisements, press releases,
announcements, statements, posters, signs or other similar materials not inconsistent with each 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(s) 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(s). 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.


 


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 Authorized Participant Agreement.


 


a.          The
Authorized Participant shall indemnify and hold harmless the Sponsor, in its capacity as sponsor of each Trust, the Trustee, each
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 Securities Act (each an “AP Indemnified Party”) from and
against any loss, liability, cost and expense (including, without limitation, 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 relevant Trust Agreement,
the Authorized Participant Agreement, the Procedures, these Standard Terms and the relevant Prospectus (together, the “Trust
Documents”) 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 Trust Documents applicable to it; (iii) any failure by the Authorized Participant
to comply in all material respects with applicable laws, including, without limitation, 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
Trust Documents; or (iv) actions of such AP Indemnified Party pursuant to any instructions issued in accordance with the relevant
Trust Documents, 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 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 Securities Act
(each a “Sponsor Indemnified Party”) from and against any loss, liability, cost and expense (including, without
limitation, 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, without limitation, 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, the relevant
Trust Agreement or these 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 reimburse the Sponsor Indemnified Parties in the suit for the reasonable fees and expenses of any counsel retained by them.


 


c.          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.


 



     


     


    




 


d.          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.


 


e.          The
indemnification provided for in Section 6.01(a) shall not apply to an AP Indemnified Party to the extent any such losses,
liabilities, damages, costs and expenses are incurred as a result of any fraud, gross negligence, bad faith or willful misconduct
on the part of such AP Indemnified Party. The indemnification provided for in Section 6.01(b) shall not apply to a Sponsor
Indemnified Party to the extent any such losses, liabilities, damages, costs and expenses arc incurred as a result of any fraud,
gross negligence, bad faith or willful misconduct on the part of such 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 Authorized Participant 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 each Trust’s 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 relevant Trust’s registration
statement, or amendment to the relevant Trust’s registration statement, filed with the Securities and Exchange Commission
and pursuant to which the Authorized Participant is identified as such in the relevant Prospectus.


 


Section 7.02. Defined
Terms. All capitalized terms used in these Standard Terms and not otherwise defined herein shall have the meanings ascribed
to such terms in the Authorized Participant Agreement and the Procedures.


 


Section 7.03. Third
Party Beneficiaries. The parties acknowledge and agree that each Trust shall be a third party beneficiary of the Authorized
Participant Agreement, including, without limitation, as to Section 6.01(a) of these Standard Terms.


 


[Signatures Follow on Next Page]


 



     


     


    







 


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 of the Trust(s) listed on Schedule
A attached to the Authorized Participant Agreement


 





	By:	 	 	 
	Name:	 	 
	Title:	 	 






 


 














GRANITESHARES LLC, 


in its capacity as Sponsor of the Trust(s) listed on Schedule
A attached to the Authorized Participant Agreement


 





	By:	 	 	 
	Name:	 	 
	Title:	 	 


 












     


     


    

 


SCHEDULE 2-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 [Name
of Authorized Participant], The Bank of New York Mellon, as trustee of the Trust(s) listed on Schedule A attached to the Authorized
Participant Agreement, and GraniteShares LLC, as sponsor of the Trust(s) listed on Schedule A attached to the Authorized Participant
Agreement, dated ______________, 2017 (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:	 




    


   


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


 











	By:	 	 	 
	Name:	 	 
	Title:	 	 
	Date:	 	 


 



     


     


    




 





SCHEDULE 2-B


 


ADDENDUM TO CERTIFICATE OF 


AUTHORIZED REPRESENTATIVES OF THE AUTHORIZED
PARTICIPANT


 


[On AP’s Firm Letterhead]


 


[DATE]


 


Attn:________________ 


The Bank of New York Mellon, 


as Trustee of the relevant Trusts sponsored by GraniteShares
LLC 


2 Hanson Place - Floor 9th 


Brooklyn, New York 11217


 


Re:          Addendum to the Certificate of Authorized
Representatives for [Name of Authorized Participant] under the Authorized Participant Agreement dated [Date,] for
the relevant Trusts sponsored by GraniteShares LLC (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
[Name of Authorized Participant] (the “AP”) authorized to give instructions relating to any activity
contemplated by the Agreement or any other notice, request or instruction on behalf of the AP pursuant to the Agreement. This list
of Authorized Representatives is an addendum and adds further Authorized Representatives to the AP’s most recently executed
certificate (entitled “Certificate of Authorized Representatives of the Authorized Participant”).


  





	Name:	 	 	Name: 	 






	Title:	 	 	Title:	 



 


	Signature: 	 	 	Signature: 	 






	Phone:	 	 	Phone:	 






	Email:	 	 	Email:	 



  


    


	Name:	 	 	Name: 	 






	Title:	 	 	Title:	 



 


	Signature:	 	 	Signature:	 






	Phone:	 	 	Phone:	 






	Email:	 	 	Email:	 




    


  



     


     


    

 





Please provide PIN
numbers for those listed above.


 


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


 





	By:	 	 	 
	Name:	 	 
	Title:	 	 
	Date: