Exhibit 10.1

EXECUTION COPY


JPMORGAN CHASE BANK, N.A.


and


THE BANK OF NEW YORK
MELLON

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

and not individually


	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 ALLOCATED ACCOUNT
 AGREEMENT

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 









THIS AGREEMENT is made
with effect on and from October 18, 2010


BETWEEN


	
  

 	
  

 
	
 (1)

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

 
	
  

 	
  

 
	
 (2)

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

 
	
  

 	
  

 
	
 INTRODUCTION

 
	
  

 	
  

 
	
 (1)

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

 
	
  

 	
  

 
	
 (2)

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

 
	
  

 	
  

 
	
 (3)

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

 
	
  

 	
  

 
	
 (4)

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

 






	
  

 	
  

 
	
 IT IS AGREED AS FOLLOWS

 
	
  

 	
  

 
	
 1.

 	
 INTERPRETATION

 
	
  

 	
  

 
	
 1.1

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

 
	
  

 	
  

 
	
  

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

 


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 “Allocated
 Account” means the following loco London allocated Bullion
 accounts or loco Zurich allocated Bullion accounts, each established in the
 name of the Trustee with the Custodian pursuant to this Agreement:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Location

 	
  

 	
 Metal

 	
  

 	
 Account
 Number

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 London

 	
  

 	
 Gold

 	
  

 	
 01532

 	
  

 
	
 London

 	
  

 	
 Silver

 	
  

 	
 00658

 	
  

 
	
 London

 	
  

 	
 Platinum

 	
  

 	
 00185

 	
  

 
	
 London

 	
  

 	
 Palladium

 	
  

 	
 00213

 	
  

 
	
 Zurich

 	
  

 	
 Platinum

 	
  

 	
 00188

 	
  

 
	
 Zurich

 	
  

 	
 Palladium

 	
  

 	
 00215

 	
  

 






	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “New York
 Business Day” means a “Business Day” as defined in the Trust
 Agreement;

 
	
  

 	
  

 
	
  

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

 


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 “Prospectus”
 means the prospectus constituting a part of the registration statement filed
 on Form S-1, Registration Number 333-164769 with the Securities Exchange
 Commission in accordance with the U.S. Securities Act of 1933, as amended, in
 relation to the Shares dated on or about October 18, 2010 as the same may be
 modified, supplemented or amended from time to time;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
  “Relevant Association” means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
 (ii)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Trust
 Agreement” means the Depositary Trust Agreement of
 the ETFS Precious Metals Basket Trust dated on or October 18, 2010, as
 amended from time to time, 

 


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 between ETF
 Securities USA LLC, as Sponsor, and The Bank of New York Mellon, as
 Trustee;

 
	
  

 	
  

 
	
  

 	
 “Unallocated
 Account” means the following loco London unallocated Bullion
 accounts or loco Zurich unallocated Bullion accounts, each established in the
 name of the Trustee with the Custodian pursuant to the Unallocated Account
 Agreement:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Location

 	
  

 	
 Metal

 	
  

 	
 Account Number

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 London

 	
  

 	
 Gold

 	
  

 	
 01531

 	
  

 
	
 London

 	
  

 	
 Silver

 	
  

 	
 00657

 	
  

 
	
 London

 	
  

 	
 Platinum

 	
  

 	
 00184

 	
  

 
	
 London

 	
  

 	
 Palladium

 	
  

 	
 00212

 	
  

 
	
 Zurich

 	
  

 	
 Platinum

 	
  

 	
 00187

 	
  

 
	
 Zurich

 	
  

 	
 Palladium

 	
  

 	
 00214

 	
  

 






	
  

 	
  

 
	
  

 	
 “Unallocated
 Account Agreement” means the Unallocated Account Agreement dated
 on or about October 18, 2010 between the Trustee and the Custodian pursuant
 to which the Unallocated Account is established and operated;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 1.2

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

 
	
  

 	
  

 
	
 1.3

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

 
	
  

 	
  

 
	
 2.

 	
 ALLOCATED ACCOUNT

 
	
  

 	
  

 
	
 2.1

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

 
	
  

 	
  

 
	
 2.2

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

 
	
  

 	
  

 
	
 2.3

 	
 Denomination of Allocated Account: The Allocated Account will hold deposits of 

 


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 Bullion and
 will be denominated in fine troy ounces to three decimal places.

 
	
  

 	
  

 
	
 2.4

 	
 Reports: For each day which is a London/Zurich
 Business Day, by no later than the following London/Zurich Business Day, the
 Custodian will transmit to the Trustee a report showing the movement of
 Bullion into and out of the Allocated Account, identifying separately each
 transaction and the London/Zurich Business Day on which it occurred and
 providing sufficient information to identify each individual bar of Bullion
 held in the Allocated Account. For each calendar month, the Custodian will
 provide the Trustee within a reasonable time after the end of the month a
 statement of account for the Allocated Account. Such reports will be made available to the
 Trustee by means of the Custodian’s proprietary electronic Bullion Transfer
 System website (“eBTS”). In the event eBTS is unavailable for
 any reason, the Trustee and the Custodian will agree on a temporary
 notification system for making such reports available to the Trustee.

 
	
  

 	
  

 
	
 2.5

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

 
	
  

 	
  

 
	
 2.6

 	
 Provision of Information: The Custodian agrees that it will forthwith notify the Trustee in
 writing of any encumbrance of which it is aware is or is purported to have
 been created over or in respect of the Allocated Account or any of the
 amounts standing to the credit thereof.

 
	
  

 	
  

 
	
 2.7

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

 
	
  

 	
  

 
	
 3.

 	
 DEPOSITS

 
	
  

 	
  

 
	
 3.1

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

 
	
  

 	
  

 
	
 3.2

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

 


5









	
  

 	
  

 
	
 3.3

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

 
	
  

 	
  

 
	
 4.

 	
 WITHDRAWALS

 
	
  

 	
  

 
	
 4.1

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

 
	
  

 	
  

 
	
 4.2

 	
 Notice Requirements: A confirmation from the Trustee to the Custodian, given through
 eBTS (or such other authenticated method as may be agreed by the parties) or
 in writing, that a valid Redemption Form has been lodged for Shares shall be
 deemed an instruction given under clause 4.1 unless otherwise notified in
 writing by the Trustee. Any other notice relating to a withdrawal of Bullion
 must be in writing. 

 
	
  

 	
  

 
	
 4.3

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

 
	
  

 	
  

 
	
 4.4

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

 
	
  

 	
  

 
	
 4.5

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

 
	
  

 	
  

 
	
 4.6

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

 


6









	
  

 	
  

 
	
 4.7

 	
 Risk: With the
 exception of any transfer of Bullion between loco London and loco Zurich
 pursuant to clause 3.2 or clause 4.2 of the Unallocated Account Agreement,
 where there is a shipment to or from the Custodian of Bullion, all right,
 title and risk in and to such Bullion shall pass at the Point of Delivery to
 the relevant person for whose account the Bullion is being delivered.

 
	
  

 	
  

 
	
 5.

 	
 INSTRUCTIONS

 
	
  

 	
  

 
	
 5.1

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

 
	
  

 	
  

 
	
 5.2

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

 
	
  

 	
  

 
	
 5.3

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

 
	
  

 	
  

 
	
 5.4

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

 
	
  

 	
  

 
	
 5.5

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

 
	
  

 	
  

 
	
 6.

 	
 CONFIDENTIALITY

 
	
  

 	
  

 
	
 6.1

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

 


7









	
  

 	
  

 
	
 6.2

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

 
	
  

 	
  

 
	
 7.

 	
 CUSTODY SERVICES

 
	
  

 	
  

 
	
 7.1

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

 
	
  

 	
  

 
	
 7.2

 	
 Segregation of Bullion: The Custodian will be responsible for the safekeeping of the
 Bullion on the terms and conditions of this Agreement. The Custodian will
 segregate the Bullion from any Bullion which the Custodian owns or holds for
 others by making appropriate entries in its books and records and will
 require Sub-Custodians to segregate the Bullion from any Bullion which they
 own or hold for others by making appropriate entries in their books and
 records. The Custodian shall be deemed to have required such segregation in
 relation to the Sub-Custodians named in clause 8.1.

 
	
  

 	
  

 
	
 7.3

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

 
	
  

 	
  

 
	
 7.4

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

 
	
  

 	
  

 
	
 8.

 	
 SUB-CUSTODIANS

 
	
  

 	
  

 
	
 8.1

 	
 Sub-Custodians: With the exception of the Zurich Sub-Custodians, which shall, for
 the avoidance of doubt, be governed by clause 8.3, the Custodian may employ
 Sub-Custodians solely for the temporary custody and safekeeping of Bullion
 until transported to the relevant vault premises as provided in clause 7.4.
 The Sub-Custodians the Custodian selects may themselves select sub-custodians
 to provide such temporary custody and safekeeping of Bullion, but such
 sub-custodians shall not by such selection or otherwise be, or be considered
 to be, a Sub-Custodian as such term is used herein. The Custodian will use
 reasonable care in selecting any Sub-Custodian. As of the date of this
 Agreement, the Sub-Custodians that the Custodian

 


8









	
  

 	
  

 
	
  

 	
 uses are:
 (i) in London only for all Bullion, Barclays Bank plc, The Bank of Nova
 Scotia (ScotiaMocatta), HSBC Bank USA, N.A. and Deutsche Bank AG; (ii) in
 London only for gold only, The Bank of England; (iii) in London and Zurich
 for all Bullion, Union Bank of Switzerland (UBS), Brink’s Global Services
 Inc. and Via Mat International; and (iv) in Zurich only for platinum and
 palladium only, Credit Suisse. The Custodian will notify each of the Trustee
 and the Sponsor if it selects any additional Sub-Custodian, or stops using
 any Sub-Custodian for such purpose. The receipt of notice by each of the
 Trustee and the Sponsor that the Custodian has selected a Sub-Custodian
 (including those named in this clause 8.1) shall not be deemed to limit the
 Custodian’s responsibility in selecting such Sub-Custodian. 

 
	
  

 	
  

 
	
 8.2

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

 
	
  

 	
  

 
	
 8.3

 	
 Zurich Sub-Custodians: The Custodian may employ Zurich Sub-Custodians for the custody
 and safekeeping of platinum and palladium in their Zurich vault premises. The
 Custodian will use reasonable care in selecting any Zurich Sub-Custodian. As
 of the date of this Agreement, the Zurich Sub-Custodian that the Custodian uses
 is UBS AG. The Custodian will notify each of the Trustee and the Sponsor if
 it selects any additional Zurich Sub-Custodian, or stops using any Zurich
 Sub-Custodian for such purpose. The receipt of notice by each of the Trustee
 and the Sponsor that the Custodian has selected a Zurich Sub-Custodian
 (including those named in this clause 8.3) shall not be deemed to limit the
 Custodian’s responsibility in selecting such Zurich Sub-Custodian. Nothing in
 clause 8.2 shall limit the Custodian’s liability with respect to platinum or
 palladium held by a Zurich Sub-Custodian. In addition to the requirements of
 clauses 7.2 and 7.3, the Custodian shall require any Zurich
 Sub-Custodian to segregate the Bullion from any platinum and palladium which
 they hold for the Custodian and any other customers of the Custodian or the
 Zurich Sub-Custodian by making appropriate entries in their books and
 records. On entering into this Agreement and on the appointment of any
 subsequent Zurich Sub-Custodian, the Custodian shall give to such Zurich
 Sub-Custodian a notice in the form of Schedule 1 and ensure that such Zurich
 Sub-Custodian delivers to the Custodian (with a copy to the Trustee and the
 Sponsor) a countersigned copy of such notice prior to delivery of any Bullion
 to it.

 
	
  

 	
  

 
	
 9.

 	
 REPRESENTATIONS

 
	
  

 	
  

 
	
 9.1

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

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

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

 


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 (2)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

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

 






	
  

 	
  

 	
  

 	
  

 
	
 9.2

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

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

 






	
  

 	
  

 
	
 10.

 	
 FEES AND EXPENSES

 
	
  

 	
  

 
	
 10.1

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

 
	
  

 	
  

 
	
 10.2

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

 


10









	
  

 	
  

 
	
 10.3

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

 
	
  

 	
  

 
	
 10.4

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

 
	
  

 	
  

 
	
 10.5

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

 
	
  

 	
  

 
	
 11.

 	
 VALUE ADDED TAX

 
	
  

 	
  

 
	
 11.1

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

 
	
  

 	
  

 
	
 11.2

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

 
	
  

 	
  

 
	
 12.

 	
 SCOPE OF RESPONSIBILITY

 
	
  

 	
  

 
	
 12.1

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

 
	
  

 	
  

 
	
 12.2

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

 
	
  

 	
  

 
	
 12.3

 	
 Insurance: The
 Custodian (or one of its Affiliates) shall make such insurance arrangements
 from time to time in connection with the Custodian’s custodial obligations as
 the Custodian considers appropriate and the Custodian will be responsible for
 all costs, fees and expenses (including any relevant taxes) in relation to
 any such insurance policy or policies; provided, however, that, unless the
 Sponsor wishes to enter into additional insurance arrangements specifically
 relating to the Bullion held in the Allocated Account, the Custodian is under
 no duty or obligation to

 


11









	
  

 	
  

 
	
  

 	
 specifically
 insure such Bullion against any risk (including the risk of loss, damage,
 destruction or mis-delivery) and, in respect of any such insurance
 specifically relating to the Trust’s Bullion held in the Allocated Account,
 the Trust will be responsible for all costs, fees and expenses (including any
 relevant taxes) in relation to the insurance policy. Upon reasonable prior
 written notice, in connection with the preparation of the initial
 registration statement under the United States Securities Act of 1933, as amended,
 covering any Shares, the Custodian will allow its insurance to be reviewed by
 the Trustee and by the Sponsor. The Custodian also will allow the Trustee and
 the Sponsor to review such insurance in connection with any amendment to that
 initial registration statement and from time to time, in each case upon
 reasonable prior written notice from the Trustee. Any permission to review
 the Custodian’s insurance is limited to the term of this Agreement and is
 conditioned on the reviewing party executing a form of confidentiality
 agreement provided by the Custodian, or if the confidentiality agreement is
 already in force, acknowledging that the review is subject thereto.

 
	
  

 	
  

 
	
 12.4

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

 
	
  

 	
  

 
	
 12.5

 	
 Indemnity: The Trustee, solely from and to the extent of the assets of the
 Trust, shall indemnify and keep indemnified the Custodian (on an after tax
 basis) on demand against all costs and expenses, damages, liabilities and
 losses (other than VAT and the expenses assumed by the Sponsor under its
 agreement with the Custodian procured under clause 10.2) which the Custodian
 may suffer or incur, directly or indirectly in connection with this Agreement
 except to the extent that such sums are due directly to the negligence,
 wilful default or fraud of the Custodian.

 
	
  

 	
  

 
	
 12.6

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

 


12









	
  

 	
  

 	
  

 	
  

 
	
 13.

 	
 TERM AND TERMINATION

 
	
  

 	
  

 
	
 13.1

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 the date on
 which the termination will take effect;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 13.2

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (4)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (5)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (6)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 13.3

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

 
	
  

 	
  

 	
  

 	
  

 


13









	
  

 	
  

 
	
 13.4

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

 
	
  

 	
  

 
	
 13.5

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

 
	
  

 	
  

 
	
 14.

 	
 NOTICES

 
	
  

 	
  

 
	
 14.1

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

 
	
  

 	
  

 
	
 14.2

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

 
	
  

 	
  

 
	
 14.3

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

 






	
  

 	
  

 	
  

 
	
  

 	
 The Custodian:

 	
 JPMorgan Chase Bank, N.A. 

 
	
  

 	
  

 	
 125 London Wall

 
	
  

 	
  

 	
 London EC2Y 5AJ

 
	
  

 	
  

 	
 Attention: Peter Smith – Global Commodities

 
	
  

 	
  

 	
 Facsimile No. +44 207 777 4915

 


14









	
  

 	
  

 	
  

 
	
  

 	
 The Trustee:

 	
 The Bank of New York Mellon

 
	
  

 	
  

 	
 2 Hanson Place

 
	
  

 	
  

 	
 Brooklyn, New York 11217

 
	
  

 	
  

 	
 Attention: Donald Guire

 
	
  

 	
  

 	
 Facsimile: 718-315-4927

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 The Sponsor:

 	
 ETF Securities USA LLC

 
	
  

 	
  

 	
 Ordnance House

 
	
  

 	
  

 	
 31 Pier Road

 
	
  

 	
  

 	
 St. Helier, Jersey

 
	
  

 	
  

 	
 JE4 Channel Islands

 
	
  

 	
  

 	
 Fax: +441534825335 

 
	
  

 	
  

 	
 Attention: US Fund Services 

 






	
  

 	
  

 
	
 14.4

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

 
	
  

 	
  

 
	
 15.

 	
 GENERAL

 
	
  

 	
  

 
	
 15.1

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

 
	
  

 	
  

 
	
 15.2

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

 
	
  

 	
  

 
	
 15.3

 	
 Rights and Remedies: The Custodian hereby waives any
 right it has or may hereafter acquire to combine, consolidate or merge the
 Metal Accounts with any other account of the Trust or the Trustee or to set
 off any liabilities of the Trust or of the Trustee to the Custodian and
 agrees that it may not set off, transfer or combine or withhold 

 


15









	
  

 	
  

 
	
  

 	
 payment of
 any sum standing to the credit or to be credited to the Metal Accounts in or
 towards or conditionally upon satisfaction of any liabilities to it of the
 Trust or the Trustee. Subject thereto, the Custodian’s rights under this
 Agreement are in addition to, and independent of, any other rights which the
 Custodian may have at any time in relation to the Bullion.

 
	
  

 	
  

 
	
 15.4

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

 
	
  

 	
  

 
	
 15.5

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

 
	
  

 	
  

 
	
 15.6

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

 
	
  

 	
  

 
	
 15.7

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

 
	
  

 	
  

 
	
 15.8

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

 
	
  

 	
  

 
	
 15.9

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

 
	
  

 	
  

 
	
 15.10

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

 


16









	
  

 	
  

 
	
 16.

 	
 GOVERNING LAW AND JURISDICTION 

 
	
  

 	
  

 
	
 16.1

 	
 Governing Law:
 This Agreement and any dispute or claim arising out of or in connection with
 it or its subject matter or formation (including non-contractual disputes or
 claims) is governed by, and will be construed in accordance with, English
 law.

 
	
  

 	
  

 
	
 16.2

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

 
	
  

 	
  

 
	
 16.3

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

 
	
  

 	
  

 
	
 16.4

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

 
	
  

 	
  

 
	
  

 	
 Custodian’s Address for service of process:

 
	
  

 	
  

 
	
  

 	
 JPMorgan Chase Bank, N.A. 

 
	
  

 	
 125 London Wall

 
	
  

 	
 London EC2Y 5AJ

 
	
  

 	
 Facsimile No. +44 207 777 4915

 
	
  

 	
 Attention: Peter Smith – Global
 Commodities

 
	
  

 	
  

 
	
  

 	
 With
 a copy to:

 
	
  

 	
  

 
	
  

 	
 JPMorgan Chase Bank, N.A.

 
	
  

 	
 125 London Wall, 13th Floor

 
	
  

 	
 London EC2Y 5AJ

 
	
  

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

 
	
  

 	
 Attention: Legal Department-FX and Derivatives Group

 
	
  

 	
  

 
	
  

 	
 Trustee’s
 Address for service of process:

 
	
  

 	
  

 
	
  

 	
 The Bank of New York Mellon

 
	
  

 	
 One Wall Street

 
	
  

 	
 New York, New York 10286 

 
	
  

 	
 Attention: Legal Department 

 


17





EXECUTED by the Parties: 


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


Signature /s/ Peter L. Smith


Name Peter L. Smith


Title Executive Director 


Signed on behalf of and for 


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


Signature /s/ Andrew Pfeifer 


Name Andrew Pfeifer 


Title Vice President 


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


18





Schedule
1

Notice to Zurich Sub-Custodians


	
  

 	
  

 
	
 From:

 	
 JPMorgan Chase Bank, N.A. 

 
	
  

 	
 125 London Wall

 
	
  

 	
 London
 EC2Y 5AJ 

 



To:


Date:


Dear Sirs



	
  

 
	
 Allocated Account Agreement (the “Agreement”)

 dated ___________ between 

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

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

 
	
  

 
	

 


 




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


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


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


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


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


Yours faithfully


	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 
	
 for an on behalf of

 	
  

 	
  

 
	
 JPMorgan Chase Bank, N.A.

 	
  

 	
 Acknowledged and Agreed

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 For and on behalf of 

 



19