Exhibit 10.2 

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


	
  

 
	

 


 
	
  

 
	
 UNALLOCATED 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)

 	
 An Authorized Participant may apply to become a Shareholder by: (i)
 applying for Shares in accordance with an Authorized Participant Agreement
 and (ii) depositing the relevant amount of Bullion into the Unallocated
 Account. 

 
	
  

 	
  

 
	
 (3)

 	
 The Custodian has agreed to transfer Bullion deposited into the
 Unallocated Account to the Allocated Account and where applicable, other
 accounts, pursuant to the terms of this Agreement. 

 
	
  

 	
  

 
	
 (4)

 	
 In order to effect redemptions of Shares, Bullion must be transferred
 from the Allocated Account to the Unallocated Account by way of
 de-allocation, and must then be delivered to the Shareholder Account. 

 
	
  

 	
  

 
	
 (5)

 	
 The Trustee has agreed that the Unallocated Account will be established
 by the Trustee for the account of the Trust, and that the Trustee will have
 the sole right to give instructions for the making of any payments into or
 out of the Unallocated 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 

 


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 intermediaries, controls, or is controlled by, or is under common
 control with the Custodian; 

 
	
  

 	
  

 
	
  

 	
 “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 the Allocated Account Agreement: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Location

 	
  

 	
 Metal

 	
  

 	
 Account
 Number

 
	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
 London

 	
  

 	
 Gold

 	
  

 	
 01532

 
	
  

 	
 London

 	
  

 	
 Silver

 	
  

 	
 00658

 
	
  

 	
 London

 	
  

 	
 Platinum

 	
  

 	
 00185

 
	
  

 	
 London

 	
  

 	
 Palladium

 	
  

 	
 00213

 
	
  

 	
 Zurich

 	
  

 	
 Platinum

 	
  

 	
 00188

 
	
  

 	
 Zurich

 	
  

 	
 Palladium

 	
  

 	
 00215

 






	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “AP Account” means a
 loco London or loco Zurich account maintained on an unallocated basis by the
 Custodian or a Bullion clearing bank for the Authorized Participant, as
 specified in the applicable Transfer Notice;

 
	
  

 	
  

 
	
  

 	
 “Application” means an
 offer by an Authorized Participant to the Trust (in the form prescribed by
 the Trust) to subscribe for Shares, being an offer on terms referred to in
 the Prospectus and in accordance with the provisions of the relevant
 Authorized Participant Agreement; 

 
	
  

 	
  

 
	
  

 	
 “Application Date” means
 the New York Business Day on which a valid Application Form is received (or
 deemed to be received) by the Trustee in accordance with the relevant
 Authorized Participant Agreement; 

 
	
  

 	
  

 
	
  

 	
 “Application Form” means
 a Purchase Order as defined in the Authorized Participant Agreement; 

 
	
  

 	
  

 
	
  

 	
 “Authorized Participant”
 means a person which has entered into an Authorized Participant Agreement
 with the Sponsor and the Trustee in relation to Shares and which: (a) is a
 person who (i) is a registered broker-dealer or other securities market
 participant such as a bank or other financial institution which is not
 required to register as a broker-dealer to engage in securities transactions
 and (ii) is a participant in DTC; (b) is approved by the Sponsor (in its
 absolute discretion); and (c) has established an AP Account; 

 
	
  

 	
  

 
	
  

 	
 “Authorized Participant Agreement”
 means a written agreement between the Trustee, the Sponsor and another person
 under which such person is appointed to act as an “Authorized Participant,”
 in relation to Shares and if such agreement is subject to conditions
 precedent, provided that such conditions have been satisfied; 

 


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 “Authorized 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 authorized
 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 Unallocated Account Bullion debited from the Allocated Account;
 

 
	
  

 	
  

 
	
  

 	
 “Benchmark Price” means, as of any day,
 that publicly available per ounce price of Bullion used by the Trust on such
 day to value the Trust’s Bullion, which is expected to be the afternoon
 London fixing price for gold, platinum and palladium or the noon London
 fixing price for Silver, each as published by the Relevant Association, but
 is subject to change by the Sponsor in accordance with the Trust Agreement; 

 
	
  

 	
  

 
	
  

 	
 “Bullion” means any and all gold, silver,
 platinum and palladium in physical form complying with the Rules of the
 Relevant Association to be delivered to or held by the Custodian or any Sub-Custodian
 under the Allocated Account 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; 

 
	
  

 	
  

 
	
  

 	
 “Loco London” means in respect of an
 account holding Bullion, the custody, trading or clearing of such Bullion in
 London, United Kingdom; 

 
	
  

 	
  

 
	
  

 	
 “Loco Zurich” means in respect of an
 account holding Bullion, the custody, trading or clearing of such Bullion in
 Zurich, Switzerland; 

 
	
  

 	
  

 
	
  

 	
 “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; 

 
	
  

 	
  

 
	
  

 	
 “Management Fee” means the amount of
 Bullion which may be debited from the Metal Accounts at the end of each month
 and paid to the Sponsor Account in accordance with the terms of the
 Prospectus; 

 
	
  

 	
  

 
	
  

 	
 “Metal Accounts” means the Allocated
 Account and the Unallocated 

 


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 Account; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Metal Entitlement”
 means as at any date and in relation to any Share the amount(s) of Bullion to
 which the Shareholder is entitled on Redemption of that Share on that date in
 accordance with the Conditions;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “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;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “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 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; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Shareholder Account”
 means a loco London or loco Zurich account maintained on an unallocated basis
 by the Custodian or a Bullion clearing bank, as applicable, for an Authorized
 Participant or a Shareholder, as specified in the applicable Redemption
 Notice; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 


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

 
	
  

 	
  

 
	
  

 	
 “Sponsor Account” means
 a loco London or Zurich account maintained on an unallocated basis by the
 Custodian or a Bullion clearing bank, as applicable, for the Sponsor; 

 
	
  

 	
  

 
	
  

 	
 “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 about October 18, 2010, as amended from time to time, between ETF Securities
 USA LLC, as Sponsor, and The Bank of New York Mellon, as Trustee; 

 
	
  

 	
  

 
	
  

 	
 “Unallocated Account”
 means the 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 this Agreement on an Unallocated Basis: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Location

 	
  

 	
 Metal

 	
  

 	
 Account
 Number

 
	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
 London

 	
  

 	
 Gold

 	
  

 	
 01531

 
	
  

 	
 London

 	
  

 	
 Silver

 	
  

 	
 00657

 
	
  

 	
 London

 	
  

 	
 Platinum

 	
  

 	
 00184

 
	
  

 	
 London

 	
  

 	
 Palladium

 	
  

 	
 00212

 
	
  

 	
 Zurich

 	
  

 	
 Platinum

 	
  

 	
 00187

 
	
  

 	
 Zurich

 	
  

 	
 Palladium

 	
  

 	
 00214

 






	
  

 	
  

 
	
  

 	
 “Unallocated Basis”
 means, with respect to an Unallocated Account maintained with the Custodian,
 that the person in whose name the account is held is entitled to delivery in
 accordance with the Rules of an amount of Bullion equal to the amount of
 Bullion standing to the credit of the person’s account but is an unsecured
 creditor in any Bullion that the Custodian owns or holds; 

 
	
  

 	
  

 
	
  

 	
 “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 Unallocated 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 

 


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 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 and 7.3 of the Allocated Account
 Agreement 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.

 	
 UNALLOCATED ACCOUNT 

 
	
  

 	
  

 
	
 2.1

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

 
	
  

 	
  

 
	
 2.2

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

 
	
  

 	
  

 
	
 2.3

 	
 Unallocated
Account Reports: For each London/Zurich Business
Day, by no later than the following London/Zurich Business Day, the Custodian
will provide the Trustee access to information showing the increases and
decreases to the Bullion standing to the Trustee’s credit in the Unallocated
Account, and identifying separately each transaction and the New York
Business Day, London Business Day or Zurich Business Day on which it
occurred. On each London/Zurich Business Day on which Bullion is deposited or
that is a Withdrawal Date, the Custodian will send the Trustee a notification
of (i) each separate transaction transferring Bullion to the Unallocated
Account, including the amount of Bullion transferred to the Unallocated
Account and the AP Account or Shareholder Account from which such Bullion is
transferred, (ii) the amount of Bullion transferred from the Unallocated
Account to the Allocated Account or to any AP Account or Shareholder Account
and (iii) the amount of any remaining Bullion in the Unallocated Account, and
the Custodian will use commercially reasonable efforts to send the
notification by 9:00 a.m. (New York time). In addition, the Custodian will
provide the Trustee such information about the increases and decreases to the
Bullion standing to the Trustee’s credit in the Unallocated Account on a
same-day basis at such other times and in such other form as the Trustee and
the Custodian shall agree. 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 Unallocated 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 upon a temporary
notification  

 


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 system for making such reports available to the Trustee. 

 
	
  

 	
  

 	
  

 
	
 2.4

 	
 Reversal of
 Entries: The Custodian shall reverse any
 provisional or erroneous entries to the Unallocated 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
 (including, without limitation, where the Custodian has credited a deposit made
 pursuant to clause 3.1(b) and on receipt by the Custodian of the Bullion if
 it is determined that the Bullion does not comply with the Rules or that it
 is not the required weight). 

 
	
  

 	
  

 	
  

 
	
 2.5

 	
 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
 Unallocated Account or any of the amounts standing to the credit thereof. 

 
	
  

 	
  

 	
  

 
	
 2.6

 	
 Access: The Custodian will allow the Sponsor and the Trustee and their Bullion
 auditors (currently Inspectorate International Limited) 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, provided
 however that any second visit within the same calendar year shall be subject
 to the consent of the Custodian, such consent not to be unreasonably
 withheld. 

 
	
  

 	
  

 	
  

 
	
 3. DEPOSITS 

 
	
  

 	
  

 	
  

 
	
 3.1

 	
 Procedure:
 The Custodian shall receive deposits of Bullion into the Unallocated Account
 (in the manner and accompanied by such documentation as the Custodian may
 require) by: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 de-allocation of Bullion held in the Allocated Account on redemption
 of Shares by a Shareholder or Authorized Participant or for any other purpose
 authorized by the Trust Agreement; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 de-allocation of Bullion held in the Allocated Account for payment of
 the Management Fee; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 transfer of Bullion from an AP Account relating to the same kind of
 Bullion and having the same denomination as that to which the Unallocated
 Account relates on Application by an Authorized Participant for Shares. 

 
	
  

 	
  

 	
  

 
	
  

 	
 No other methods of deposit are permitted. 

 
	
  

 	
  

 	
  

 
	
 3.2

 	
 Loco Designation for
 Deposits: The Custodian shall receive deposits
 of Bullion pursuant to clause 3.1 into the Unallocated Account either loco
 Zurich or loco London as follows: 

 


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 (a)

 	
 For gold and silver, loco London; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 For platinum and palladium, either loco London or loco Zurich;
 provided, however, that the Custodian shall bear all costs, including all
 insurance costs, relating to any transfers of Bullion between loco London and
 loco Zurich. 

 
	
  

 	
  

 	
  

 
	
 3.3

 	
 Notice
 Requirements: Notice of intended deposit must be
 received by the Custodian from the Trustee no later than 3:00 p.m. (London
 time) one London/Zurich Business Day prior to the Availability Date and
 specify the weight (in fine troy ounces of gold, silver, platinum or
 palladium) to be credited to the Unallocated Account, the Availability Date,
 the account from which such deposit will be transferred, and any other
 information which the Custodian may, with the agreement of the Trustee, from
 time to time require. When by reference to the Trustee’s notifications and
 instructions to the Custodian, the Custodian reasonably believes an amount of
 Bullion has been credited to the Unallocated Account in error, the Custodian
 will notify the Trustee promptly and, pending a joint resolution of the
 error, will treat such amount as not being subject to the standing
 instruction in clause 5.2 below. 

 
	
  

 	
  

 	
  

 
	
 3.4

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 4. WITHDRAWALS 

 
	
  

 	
  

 	
  

 
	
 4.1

 	
 Procedure: The Trustee may at any time give instructions to the Custodian for the
 withdrawal of Bullion standing to the credit of the Unallocated Account in
 such form as may be agreed by the parties from time to time, provided that a withdrawal may be made
 only by: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 transfer to a Shareholder Account relating to the same kind of
 Bullion and having the same denomination as that to which the Unallocated
 Account relates when Shares are redeemed; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 transfer to the Sponsor Account for payment of the Management Fee; or
 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 transfer of Bullion to the Allocated Account; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the collection of Bullion from the Custodian at its vault premises,
 or such other location as the Custodian may direct by notice to the party
 taking delivery received not later than one London/Zurich Business Day prior
 to the Availability Date, at the Trust’s expense and risk; or 

 


8









	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 delivery of Bullion to such location as the Trustee directs, at the
 Trust’s expense and risk; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 transfer to an account maintained by the Custodian or by a third
 party on an unallocated basis in connection with the sale of Bullion or other
 transfers permitted under the Trust Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 and no other methods of withdrawal are permitted, save that the
 Trustee agrees to exercise its rights under clauses 4.1(d) and (e) on an
 exceptional basis only. Any Bullion made available to the relevant person (as
 instructed by the Trustee) pursuant to clauses 4.1(d) and (e) will be in a
 form which complies with the Rules or in such other form as may be agreed between
 the Trustee and the Custodian the combined fine weight of which will not
 exceed the number of fine ounces of Bullion the Trustee has instructed the
 Custodian to debit. The Custodian is entitled to select the Bullion to be
 made available to the relevant person (as instructed by the Trustee) provided
 it is in the same form as that deposited. The Custodian shall select Bullion
 in such ratio of gold, silver, platinum and palladium as designated by the
 Trustee. To the extent that the Trustee is authorized to sell Bullion under
 the Trust Agreement, the Custodian may, but is not required to, purchase such
 Bullion; provided that the Custodian’s purchase price for such Bullion must
 be the Benchmark Price.

 
	
  

 	
  

 	
  

 
	
 4.2

 	
 Loco Designations
 for Withdrawals: The Custodian may transfer
 Bullion from the Unallocated Account loco Zurich or loco London for all
 withdrawals under clause 4.1 as follows: (a) for gold and silver, loco
 London, and (b) for platinum and palladium, either loco London or loco
 Zurich; provided, however, that the Custodian shall bear all costs, including
 all insurance costs, relating to any transfers of Bullion between loco London
 and loco Zurich. 

 
	
  

 	
  

 	
  

 
	
 4.3

 	
 Notice
 Requirements: Any notice relating to a
 withdrawal of Bullion must be in writing and: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 if it relates to a withdrawal pursuant to clauses 4.1(a), 4.1(b) or
 4.1(f), to be in such form as may be agreed by the parties from time to time
 and be received by the Custodian no later than 3:00 p.m. (London time) on the
 Withdrawal Date unless otherwise agreed; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 if it relates to a transfer pursuant to clause 4.1(c), be in the form
 of an Application (which shall be sufficient instruction for the purposes of
 this Agreement) and be received by the Custodian no later than 3:00 p.m.
 (London time) on the day which is one London/Zurich Business Day prior to the
 Withdrawal Date; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 if it relates to a withdrawal pursuant to clause 4.1(d) or (e), be
 received by the Custodian no later than 11:30 a.m. (London time) not less
 than two London/Zurich Business Days prior to the Withdrawal Date unless
 otherwise agreed and specify the name of the person or carrier that will
 collect the Bullion from the Custodian or the identity of the person to whom
 delivery is to be made, as the case may be; 

 


9









	
  

 	
  

 
	
  

 	
 and in all cases, specify the weight (in fine troy ounces of gold,
 silver, platinum and palladium) of the Bullion to be debited from the
 Unallocated Account, the Withdrawal Date and any other information which the
 Custodian may, with the agreement of the Trustee, from time to time require. 

 
	
  

 	
  

 
	
 4.4

 	
 Right to Amend
 Procedure: The Custodian may amend the procedure
 for the withdrawal of Bullion from the Unallocated Account 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 3.4 and will be promptly notified to the Sponsor and the
 Trustee, such notice to be given in advance of implementation whenever
 practicable. 

 
	
  

 	
  

 
	
 4.5

 	
 Delivery
 Obligations: Unless otherwise instructed by the
 Trustee on behalf of the Trust or the relevant person, the Custodian shall
 make any transportation and insurance arrangements in respect of delivery of
 Bullion in accordance with its usual practice. Where instructions are given,
 the Custodian shall use all reasonable efforts to comply with the same. The
 Custodian shall not be obliged to effect any requested delivery if, in its
 reasonable opinion, this would cause the Custodian or its agents to be in breach
 of the Rules or other applicable law, court order or regulation; the costs
 incurred would be excessive or delivery is impracticable for any reason. With
 the exception of any delivery of Bullion between loco London and loco Zurich
 under clause 3.2 or clause 4.2, all insurance and transportation costs shall
 be for the account of the Trust. 

 
	
  

 	
  

 
	
 4.6

 	
 Risk:
 With the exception of any transfer of Bullion between loco London and
 loco Zurich pursuant to clause 3.2 or clause 4.2, where there is a shipment
 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. 

 
	
  

 	
  

 
	
 4.7

 	
 Allocation:
 Subject to clause 5.2 below, in the case of a transfer under clause
 4.1(c), the Custodian will use its commercially reasonable endeavours to
 complete the allocation of such deposits of Bullion by not later than 2:00
 p.m. (London time) on the London/Zurich Business Day after receipt of notice
 given in the form prescribed in clause 4.3(b). Following the Custodian’s
 receipt of such notice, the Custodian shall identify bars or ingots for gold
 and silver and plates or ingots for platinum and palladium of a weight most
 closely approximating, but not exceeding, the balance in the Unallocated
 Account and shall transfer such weight from the Unallocated Account to the
 Allocated Account. 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. 

 
	
  

 	
  

 
	
 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 

 


10









	
  

 	
  

 
	
  

 	
 from the Unallocated Account. All instructions given by the Trustee
 to the Custodian shall be given in writing and signed by two Authorized
 Signatories of the Trustee. The Trustee shall notify the Custodian in writing
 of the names of the people who are authorized 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

 	
 Continuous
 Allocation of Bullion: Without prejudice to
 clause 5.1 above, unless otherwise notified by the Trustee in writing, the
 Trustee hereby instructs the Custodian that, whenever Bullion is to be
 transferred from an AP Account to the Metal Accounts, it will combine such
 Bullion with any Bullion then standing to the credit of the Unallocated
 Account (excluding Bullion which has been de-allocated in order to effect
 delivery of Bullion to a redeeming Authorized Participant or Shareholder or
 pursuant to other withdrawals occurring on such day) and to the fullest
 extent possible, transfer such Bullion to the Allocated Account such that the
 amounts of gold, silver, platinum and palladium that remains standing to the
 credit of the Trustee in the Unallocated Account does not exceed 430 fine
 ounces of gold, 1,100 fine ounces of silver, 192 fine ounces of platinum and
 192 fine ounces of palladium, respectively, at the close of each
 London/Zurich Business Day. 

 
	
  

 	
  

 
	
 5.3

 	
 Account not to be
 Overdrawn: The Unallocated 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 Unallocated Account to
 have a debit balance thereon. 

 
	
  

 	
  

 
	
 5.4

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

 
	
  

 	
  

 
	
 5.5

 	
 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. 

 
	
  

 	
  

 
	
 5.6

 	
 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 

 


11









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Agreement and will not, without the other party’s consent, disclose
 to any other person any transaction or other information acquired about the
 other party, its business or the Trust under this Agreement, in the event
 such other party has made clear, at or before the time such information is
 provided, that such information is being provided on a confidential basis. 

 
	
  

 	
  

 
	
 6.2

 	
 Permitted Disclosures: Each party accepts that from time
 to time any other party may be required by law or the Rules, or requested by
 a government department or agency, fiscal body or regulatory or listing
 authority or as otherwise necessary in conducting the Trust’s business, to
 disclose information acquired under this Agreement. In addition, the
 disclosure of such information may be required by a party’s auditors, by its
 legal or other advisors, by a company which is in the same group of companies
 as a party (i.e., a subsidiary
 or holding company of a party) 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

 	
 Safekeeping of
 Bullion: The Custodian will be responsible for
 the safekeeping of the Bullion on the terms and conditions of this Agreement.
 

 
	
  

 	
  

 
	
 7.3

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

 
	
  

 	
  

 
	
 8. REPRESENTATIONS

 
	
  

 
	
 8.1

 	
 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 withdrawal of Bullion under this
 Agreement): 

 
	
  

 	
  

 
	
  

 	
  

 	
 (1)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 the person entering into this Agreement on the Trustee’s behalf has
 been duly authorized 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. 

 


12









	
  

 	
  

 	
  

 	
  

 
	
 8.2

 	
 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 withdrawal 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
 Authorized 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 9. FEES AND EXPENSES

 
	
  

 	
  

 	
  

 	
  

 
	
 9.1

 	
 Fees:
 There will be no fees charged by the Custodian for the services provided
 by it under this Agreement. Payment of such fees will be made by the Sponsor
 under the Allocated Account Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
 9.2

 	
 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,
 which will be recovered under the Allocated Account Agreement, and (iii)
 indemnification obligations of the Trustee under clause 11.5, which will be
 paid under 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 9.2 (including any relevant
 taxes and VAT, duties, other governmental charges and indemnification claims
 of the Custodian payable by the Trustee pursuant to clause 11.5, but
 excluding fees for storage and insurance of the Bullion, which will be
 recovered under the Allocated Account Agreement) incurred by the Custodian in
 connection with the Bullion. 

 
	
  

 	
  

 	
  

 	
  

 
	
 9.3

 	
 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
 judgment) 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. 

 


13









	
  

 	
  

 
	
 9.4

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

 
	
  

 	
  

 
	
 9.5

 	
 Recovery from
 Trust: Amounts payable pursuant to this clause 9
 shall not be debited from the Unallocated 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 Unallocated Account
 or to the Trustee in respect of any such amounts. 

 
	
  

 	
  

 
	
 10.

 	
 VALUE ADDED TAX 

 
	
  

 	
  

 
	
 10.1

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

 
	
  

 	
  

 
	
 10.2

 	
 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. 

 
	
  

 	
  

 
	
 11.

 	
 SCOPE OF RESPONSIBILITY 

 
	
  

 	
  

 
	
 11.1

 	
 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 that the Custodian notifies
 the Trust and the Trustee promptly after any discovery of such lost or
 damaged Bullion. If the Custodian delivers from the Unallocated Account
 Bullion that is not of the fine weight the Custodian has represented to the
 Trustee, recovery by the Trustee, to the extent such recovery is otherwise
 allowed, shall not be barred by any delay in asserting a claim because of the
 failure to discover such loss or damage regardless of whether such loss or
 damage could or should have been discovered. 

 
	
  

 	
  

 
	
 11.2

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

 
	
  

 	
  

 
	
 11.3

 	
 Insurance:
 The Custodian (or one of its Affiliates) shall make such insurance
 arrangements from time to time in connection with the Custodian’s custodial
 obligations under this Agreement as the Custodian considers appropriate and
 will be responsible for all costs, fees and expenses (including any relevant
 taxes) in relation to such insurance policy or policies. Upon reasonable
 prior written notice, in connection with the preparation of the initial
 registration statement under the United States Securities Act of 1933, as
 amended, covering any Shares, the Custodian will allow its insurance to be
 reviewed by the Trustee and by the Sponsor. The Custodian also will allow the
 Trustee and 

 


14









	
  

 	
  

 
	
  

 	
 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. 

 
	
  

 	
  

 
	
 11.4

 	
 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 organization or failure of 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 11.4 so prevent the
 Custodian from performing its obligations. 

 
	
  

 	
  

 
	
 11.5

 	
 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 9.2) 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. 

 
	
  

 	
  

 
	
 11.6

 	
 Third Parties:
 Except with respect to the Trust, which shall be considered a beneficiary
 of this entire Agreement, and the Sponsor, which shall be a beneficiary (as
 applicable) of clauses 2.6 and 11.3, 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 11.6, this Agreement does
 not confer a benefit on any person who is not a party to it. The parties to
 this Agreement 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 2.6
 and 11.3. 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. TERM AND TERMINATION

 
	
  

 	
  

 
	
 12.1

 	
 Method:
 Subject to clause 12.2 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 

 


15









	
  

 	
  

 	
  

 
	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 12.2

 	
 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 12; 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 to the Trust on the terms
 contemplated by this Agreement or if 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 by the Custodian, if the Allocated Account Agreement ceases to be
 in full force and effect at any time. 

 
	
  

 	
  

 	
  

 
	
 12.3

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 12.4

 	
 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 

 


16









	
  

 	
  

 
	
  

 	
 charge the fees and expenses payable under clause 10 of the Allocated
 Account Agreement. 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. 

 
	
  

 	
  

 
	
 12.5

 	
 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. 

 
	
  

 	
  

 
	
 13. NOTICES

 
	
  

 	
  

 
	
 13.1

 	
 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 authorized 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. 

 
	
  

 	
  

 
	
 13.2

 	
 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 authorized 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 dispatch. Any General Notice sent by facsimile shall be
 deemed to have been given, made or served upon actual receipt by the
 recipient. 

 






	
  

 	
  

 	
  

 
	
 13.3

 	
 The
 addresses and numbers of the parties for the purposes of clauses 13.1 and
 13.2 are:

 
	
  

 	
  

 	
  

 
	
  

 	
 The
 Custodian:

 	
 JPMorgan
 Chase Bank, N.A.

 
	
  

 	
  

 	
 125 London
 Wall, London EC2Y 5AJ

 
	
  

 	
  

 	
 Attention:
 Peter Smith – Global Commodities

 
	
  

 	
  

 	
 Facsimile
 No. +44 207 777 4915

 
	
  

 	
  

 	
  

 
	
  

 	
 The Trustee:

 	
  

 
	
  

 	
  

 	
 The Bank of
 New York Mellon

 
	
  

 	
  

 	
 2 Hanson Place

 
	
  

 	
  

 	
 Brooklyn,
 New York 11217

 
	
  

 	
  

 	
 Attention:
 Donald Guire

 
	
  

 	
  

 	
 Facsimile:
 718-315-4927

 
	
  

 	
  

 	
  

 
	
  

 	
 or such
 other address or facsimile number as shall have been notified (in accordance
 with this clause) to the other party hereto. The address and

 


17









	
  

 	
  

 	
  

 
	
  

 	
 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 

 
	
  

 	
  

 	
  

 
	
 13.4

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 14. GENERAL

 	
  

 
	
  

 	
  

 	
  

 
	
 14.1

 	
 Role of Trustee:
The Trustee is a party to this Agreement solely 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.  

 
	
  

 	
  

 	
  

 
	
 14.2

 	
 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 Unallocated Account, the Trustee
 acknowledges that it is acting pursuant to the Trust Agreement and the
 Custodian shall not owe 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 Unallocated Account. 

 
	
  

 	
  

 
	
 14.3

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

 


18









	
  

 	
  

 
	
  

 	
 independent of, any other rights which the Custodian may have at any
 time in relation to the Bullion. 

 
	
  

 	
  

 
	
 14.4

 	
 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 an 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 Trustee from assigning its rights hereunder to a
 Shareholder to the extent required for the Trust to fulfill its obligations
 under the Trust Agreement. 

 
	
  

 	
  

 
	
 14.5

 	
 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. 

 
	
  

 	
  

 
	
 14.6

 	
 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. 

 
	
  

 	
  

 
	
 14.7

 	
 Entire Agreement: This
 document represents the entire agreement between the parties 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 hereto relating
 to the same subject matter. 

 
	
  

 	
  

 
	
 14.8

 	
 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. 

 
	
  

 	
  

 
	
 14.9

 	
 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, as the case may be, then
 the relevant obligations shall be performed on the next succeeding New York
 Business Day or London/Zurich Business Day, as applicable. 

 
	
  

 	
  

 
	
 14.10

 	
 Prior Agreements:
The Custodian or any member of the JP Morgan group of companies (the “JP
Morgan 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 JP Morgan Group or persons associated with
them in respect of any business transacted by them in all or any of the
aforementioned securities or instruments. This  

 


19









	
  

 	
  

 
	
  

 	
 Agreement
 supersedes and replaces any prior existing agreement between the parties
 hereto relating to the same subject matter. 

 
	
  

 	
  

 
	
 15. GOVERNING LAW AND JURISDICTION

 
	
  

 	
  

 
	
 15.1

 	
 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. 

 
	
  

 	
  

 
	
 15.2

 	
 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. 

 
	
  

 	
  

 
	
 15.4

 	
 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. 

 
	
  

 	
  

 
	
 15.5

 	
 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 

 


20





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 Unallocated Account Agreement] 


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