Exhibit 4.2


AUTHORIZED PARTICIPANT AGREEMENT


          AUTHORIZED
PARTICIPANT AGREEMENT (this “Agreement”) dated as of [DATE] among (i)
[AUTHORIZED PARTICIPANT], a [company] organized under the laws of [JURISDICTION
OF AP] (the “Authorized Participant”), (ii) The Bank of New York Mellon, a
New York Banking corporation acting in its capacity as trustee (in such
capacity, the “Trustee”) of the Trust(s) listed on the attached Schedule A,
which is a part of this Agreement (each a “Trust” and collectively, the “Trusts”),
each Trust created under New York law pursuant to its respective Depositary
Trust Agreement identified on the attached Schedule A (each a “Trust
Agreement” and collectively, the “Trust Agreements”), and (iii)
ETF Securities USA LLC, in its capacity as sponsor of each Trust (in such
capacity, the “Sponsor”).


R E C I T A L S


          A. Pursuant
to the provisions of the applicable Trust Agreements, each Trust may from time
to time issue or redeem equity securities representing an interest in the assets
of such Trust (“Shares”), in each case only in aggregate amounts as set out in
Schedule A (such aggregate amount, a “Basket”), and integral multiples thereof,
and only in transactions with a party who, at the time of the transaction,
shall have signed and in effect an Authorized Participant Agreement with such
Trust.


          B.
[AUTHORIZED PARTICIPANT] has requested to become an “Authorized Participant”
with respect to each Trust (as such term is defined in the applicable Trust
Agreement), and the Sponsor and the Trustee have agreed to such request.


          NOW,
THEREFORE, in consideration of the foregoing premises, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties, hereto, intending to be legally bound, agree as follows: 


          Section 1. Procedures.
The Authorized Participant will purchase or redeem Baskets of Shares of the
relevant Trust in compliance with the relevant Trust Agreement as supplemented
by the Creation and Redemption Procedures attached to this Agreement as
Schedule 1 (such procedures, as the same may be amended or modified from time
to time in compliance with the provisions hereof and thereof, the “Procedures”),
using either (i) the form attached thereto as Annex I (a “Purchase Order”, in the case of an
order to purchase one or more Baskets of Shares issued by a specified Trust and
a “Redemption
Order”, in case of an order to redeem one or more Baskets of Shares
issued by a specified Trust) or (ii) through the Trustee’s electronic order entry
system, as such may be made available and constituted from time to time, the
use of which shall be subject to the terms and conditions attached thereto as
Annex II. All Purchase Orders and Redemption Orders (collectively, “Orders”)
shall be placed and executed in accordance with the relevant Trust Agreement as
supplemented by the Procedures. Capitalized terms used in this Agreement and
not otherwise defined herein have the meaning ascribed to them in the
Procedures. 


          Section 2. Incorporation
of Standard Terms. The Standard Terms attached hereto as Schedule 2 are
hereby incorporated by reference into, and made a part of, this Agreement.





          Section 3. Conflicts
Rules. In case of any inconsistency between the provisions of this
Agreement and an applicable Trust Agreement, the provisions of such Trust
Agreement shall control. In case of inconsistency between the provisions
incorporated by reference into this Agreement pursuant to Section 2 above and
any other provision of this Agreement, the latter will control.


          Section 4. Authorized
Representatives. Pursuant to Section 2.01 of the Standard Terms, attached
hereto as Schedule 3-A is a certificate listing the Authorized Representatives
of the Authorized Participant.


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


          (a) To use
its best efforts to ensure that any Delivery of applicable Bullion to the
Custodian, or any withdrawal of applicable Bullion from the appropriate Trust,
in connection with a Purchase Order or Redemption Order placed by the
Authorized Participant will take place only through one or more members of the
London Bullion Market Association and/or the London Platinum and Palladium
Market as appropriate under the terms of the applicable Trust Agreement.


          (b)
Promptly upon written demand therefore (accompanied by such reasonable evidence
as the Authorized Participant may request), to reimburse the relevant Trust or
the Custodian the amount of any taxes (including value added taxes) that may be
imposed on the relevant Trust or the Custodian in connection with any Delivery
of Bullion by or on behalf of the Authorized Participant to the Custodian (in
the case of a Purchase Order placed by the Authorized Participant), or any
Delivery of Bullion to or for the account of the Authorized Participant (in the
case of a Redemption Order placed by the Authorized Participant).


          Section 6. Notices.
Except as otherwise specifically provided in the Procedures, all notices
required or permitted to be given pursuant hereto shall be given in writing and
delivered by personal delivery or by postage prepaid registered or certified
United States first class mail, return receipt requested, or by telex or
facsimile (with a confirming copy by mail) addressed as follows: 


	
  

 	
  

 
	
  

 	
 (i) If to
 the Trustee: 

 
	
  

 	
  

 
	
  

 	
 The Bank of
 New York Mellon 

 
	
  

 	
 2 Hanson
 Place — Floor 9th 

 
	
  

 	
 Brooklyn, NY
 11217 

 
	
  

 	
 Attn: Jarvis
 Joseph 

 
	
  

 	
 Telephone:
 (718) 315-7500 

 
	
  

 	
 Facsimile:
 (732) 667-9478

 
	
  

 	
 E-Mail: jarvis.joseph@bnymellon.com 

 
	
  

 	
  

 
	
  

 	
 (ii) If to
 the Sponsor:

 
	
  

 	
  

 
	
  

 	
 ETF Securities USA LLC 

 
	
  

 	
 c/o ETF
 Securities Limited 

 
	
  

 	
 Ordnance
 House

 
	
  

 	
 31 Pier Road

 
	
  

 	
 Jersey

 
	
  

 	
 JE4 8PW

 


2









	
  

 	
  

 
	
  

 	
 Channel
 Islands

 
	
  

 	
 Attn: Legal
 and Compliance 

 
	
  

 	
 Telephone:
 +44 1543 825 200

 
	
  

 	
 Facsimile:
 [to be provided]

 
	
  

 	
 E-Mail:
 legal.compliance@etfsl.com 

 
	
  

 	
  

 
	
  

 	
 (iii) If to
 the Authorized Participant: 

 
	
  

 	
  

 
	
  

 	
 [AUTHORIZED
 PARTICIPANT]

 
	
  

 	
 Attn:

 
	
  

 	
 [AP’S
 ADDRESS]

 
	
  

 	
 Telephone:

 
	
  

 	
 Facsimile:

 
	
  

 	
 Telex:

 


or such other address as any of the parties hereto shall have
communicated in writing to the remaining parties in compliance with the
provisions hereof.


          Section 7. Effectiveness,
Termination and Amendment. This Agreement shall become effective upon
execution and delivery by each of the parties hereto. This Agreement may be
terminated at any time by any party upon sixty days prior written notice to the
other parties and may be terminated earlier by the Trustee or the Sponsor at
any time on the event of a breach by the Authorized Participant of any provision
of this Agreement (including the Standard Terms incorporated by Section 2
hereof) or the Procedures. This Agreement, along with any other agreement or
instrument delivered pursuant to this Agreement, supersedes any prior agreement
between or among the parties concerning the matters governed hereby. This
Agreement may be amended by the Trustee and the Sponsor from time to time
without the consent of the Authorized Participant or any Beneficial Owner by
the following procedure: the Trustee or the Sponsor will mail a copy of the
amendment to the Authorized Participant in compliance with the notice
provisions of this Agreement; if the Authorized Participant does not object in
writing to the amendment within fifteen (15) Business Days after receipt of the
proposed amendment, the amendment will become part of this Agreement in
accordance with its terms. Titles and section headings in this Agreement (and
in the Standard Terms incorporated by Section 2 hereof and the Procedures) are
included solely for convenient reference and are not a part of this Agreement. 


          Section 8. Governing
Law. This Agreement and all the transactions hereunder shall be governed by
and interpreted in accordance with the laws of the State of New York
(regardless of the laws that might otherwise govern under applicable New York
conflict law principles) as to all matters including matters of validity,
construction, effect, performance and remedies. The parties irrevocably submit
to the non-exclusive jurisdiction of any New York State or United States
Federal court sitting in New York City over any suit, action or proceeding
arising out of, or relating to, this Agreement.


          Section 9. Assignment.
No party to this Agreement shall assign any rights, or delegate the performance
of any obligations, arising hereunder without the prior written consent of the
other parties hereto, which shall not be unreasonably withheld; provided, that
any entity into which a party hereto may be merged or converted, or with which
it may be consolidated, or any entity resulting from any merger, consolidation
or conversion to which a party hereunder shall be a party, shall be the
successor


3





of such party hereto. The party resulting from any such merger,
conversion, consolidation or succession shall promptly notify the other parties
hereto of the change. Any purported assignment or delegation in violation of
these provisions shall be null and void. Notwithstanding the foregoing, any
successor Trustee appointed in compliance with the applicable Trust Agreement
shall automatically become a party hereto and shall assume all the obligations,
and be entitled to all the rights and remedies of the Trustee hereunder with
respect to the applicable Trust.


          Section 10.
No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rule of strict construction will be applied against any party.


          Section 11.
Counterparts. This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one
and the same instrument.


[Signatures
Follow on Next Page]


4





          IN
WITNESS WHEREOF, the parties hereto have executed this
Authorized Participant Agreement as of the date set forth above.


	
  

 	
  

 	
  

 
	
 THE BANK OF NEW YORK MELLON,
 in its capacity as 

 
	
 Trustee of
 the Trusts listed on Schedule A hereto

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name: 

 
	
 Title: 

 
	
 Date: 

 
	
  

 	
  

 
	
 ETF SECURITIES USA LLC,
 in its capacity as 

 
	
 Sponsor of
 the Trusts listed on Schedule A hereto

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name: 

 
	
 Title: 

 
	
 Date: 

 
	
  

 	
  

 
	
  [AUTHORIZED PARTICIPANT] 

 
	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name: 

 
	
 Title: 

 
	
 Date: 

 


5





SCHEDULE A – APPLICABLE TRUSTS


	
  

 	
  

 
	
 •

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

 
	
  

 	
  

 
	
 •

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

 
	
  

 	
  

 
	
 •

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

 
	
  

 	
  

 
	
 •

 	
 ETFS Palladium Trust, a trust created under New York law pursuant to
 that certain Depositary Trust Agreement between the Trustee and the Sponsor,
 as may be amended from time to time.

 
	
  

 	
  

 
	
 •

 	
 ETFS Precious Metals Basket Trust, a trust created under New York law
 pursuant to that certain Depositary Trust Agreement between the Trustee and
 the Sponsor, as may be amended from time to time.

 
	
  

 	
  

 
	
 •

 	
 ETFS White Metals Basket Trust, a trust created under New York law
 pursuant to that certain Depositary Trust Agreement between the Trustee and
 the Sponsor, as may be amended from time to time.

 
	
  

 	
  

 
	
 •

 	
 ETFS Asian Gold Trust, a trust created under New York law pursuant to
 that certain Depositary Trust Agreement between the Trustee and the Sponsor,
 as may be amended from time to time.

 


 [Delivery Locations, Basket Sizes and Bullion Ounces per Share on Next
Page]


6





DELIVERY
LOCATIONS, BASKET SIZES

AND BULLION OUNCES PER SHARE


Description of Delivery and Basket Sizes:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Delivery
 of Bullion

 	
  

 	
 Shares
 Per Basket

 	
  

 	
 Oz.
 per Share at Inception

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 ETFS Physical Silver
 Shares

 	
  

 	
 Loco-London

 	
  

 	
 100,000

 	
  

 	
 1.0
 (Silver)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ETFS Physical Swiss Gold
 Shares

 	
  

 	
 Loco-Zurich/London

 	
  

 	
 50,000

 	
  

 	
 0.1
 (Gold)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ETFS Physical Platinum
 Shares

 	
  

 	
 Loco-Zurich/London

 	
  

 	
 50,000

 	
  

 	
 0.1
 (Platinum)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ETFS Physical Palladium
 Shares

 	
  

 	
 Loco-Zurich/London

 	
  

 	
 50,000

 	
  

 	
 0.1
 (Palladium)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ETFS Physical PM Basket
 Shares

 	
  

 	
 Loco-London 

 	
  

 	
 50,000

 	
  

 	
 0.03
 (Gold) & 

 1.1 (Silver);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Loco-Zurich/London

 	
  

 	
  

 	
  

 	
 0.004
 (Platinum) & 0.006(Palladium)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ETFS Physical WM Basket
 Shares

 	
  

 	
 Loco-London 

 	
  

 	
 50,000

 	
  

 	
 1.0
 (Silver);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Loco-Zurich/London

 	
  

 	
  

 	
  

 	
 0.01
 (Platinum) &

 0.008 (Palladium)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ETFS Physical Asian Gold
 Shares

 	
  

 	
 Loco-London/Singapore

 	
  

 	
 50,000

 	
  

 	
 0.1
 (Gold)

 


7





SCHEDULE 1- CREATION AND REDEMPTION
PROCEDURES


8





TABLE OF CONTENTS - SCHEDULE 1


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	

 


 
	
 ARTICLE
 I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 	
  

 	
  

 
	
 Section 1.01

 	
 Definitions

 	
  

 	
 S1-2

 
	
 Section 1.02

 	
 Interpretation

 	
  

 	
 S1-6

 
	
  

 	
  

 	
  

 
	
 ARTICLE
 II CREATION PROCEDURES

 	
  

 	
  

 
	
 Section 2.01

 	
 Initial
 Creation of Shares

 	
  

 	
 S1-7

 
	
 Section 2.02

 	
 Subsequent
 Creation of Shares

 	
  

 	
 S1-7

 
	
  

 	
  

 	
  

 
	
 ARTICLE
 III REDEMPTION PROCEDURES

 	
  

 	
  

 
	
 Section 3.01

 	
 Redemption
 of Shares

 	
  

 	
 S1-10

 
	
  

 	
  

 	
  

 
	
 ANNEX I TO
 CREATION AND REDEMPTION PROCEDURES

 	
  

 	
  

 
	
 Creation/Redemption Order Form

 	
  

 	
 S1-14

 
	
  

 	
  

 	
  

 
	
 ANNEX II TO
 CREATION AND REDEMPTION PROCEDURES

 	
  

 	
  

 
	
 Order Entry System Terms and Conditions

 	
  

 	
 S1-17

 


S1-1





SECOND
AMENDED AND RESTATED

CREATION AND REDEMPTION PROCEDURES


Adopted by the Sponsor and Trustee (each as
defined below) as of September 27, 2010


ARTICLE I


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


          Section
1.01. Definitions. For purposes of these Procedures, and the Standard
Terms incorporated by reference into the Authorized Participant Agreement to
which these Procedures are attached, unless the context otherwise requires, the
following terms will have the following meanings: 


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


“Affiliate”
shall have the meaning given to it by Rule 501(b) under the 1933 Act. 


“AP
Indemnified
Party” shall have the meaning ascribed to such term in Section
6.01.a of the Standard Terms.


“Authorized
Participant” shall have the meaning ascribed to the term in the
introductory paragraph of the Authorized Participant Agreement. 


“Authorized
Participant Agreement” shall mean each Authorized Participant
Agreement among the Authorized Participant, the Trustee and the Sponsor into
which these Creation and Redemption Procedures are attached as Schedule 1 and
the Standard Terms and Conditions attached as Schedule 2 shall have been
incorporated by reference. 


“Authorized
Participant Client” means any party on whose behalf the Authorized
Participant acts in connection with an Order (whether a customer or otherwise).



“Authorized
Representative” shall mean, with respect to an Authorized
Participant, each individual who, pursuant to the provisions of the Authorized
Participant Agreement between such Authorized Participant, the Sponsor, and the
Trustee, has the power and authority to act on behalf of the Authorized
Participant in connection with the placement of Purchase Orders or Redemption
Orders and is in possession of the personal identification number (PIN)
assigned by the Trustee for use in any communications regarding Purchase or
Redemption Orders on behalf of such Authorized Participant. 


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


“Basket
Amount” shall mean the specific basket amount term defined in
Section 1.1 of the relevant Trust Agreement (e.g., the “Basket Silver Amount”
in the case of the ETFS Silver Trust;


S1-2





the “Basket Gold Amount” in the case of the ETFS Gold Trust and the
ETFS Asian Gold Trust; the “Basket Platinum Amount” in the case of the ETFS
Platinum Trust; the “Basket Palladium Amount” in the case of the ETFS Palladium
Trust; and the “Basket Bullion Amount” in the case of the ETFS Precious Metals
Basket Trust and the ETFS White Metals Basket Trust). 


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


“Beneficial
Owner” shall have the meaning given to it by Rule 16a-1(a)(2) of the
Securities Exchange Act of 1934. 


“Bullion”
shall mean Silver, Gold, Platinum and/or Palladium as appropriate.


“Business
Day” shall mean, if and as applicable, (i) each day the exchange on
which the relevant Shares trade is open for regular trading, and/or (ii) a
London Business Day, and/or (iii) a Zurich Business Day, and/or (iv) a
Singapore Business Day. 


“Creation”
means the process that begins when an Authorized Participant first indicates to
the Trustee its intention to purchase one or more Baskets of a specified Trust
pursuant to these Procedures and concludes with the issuance by the Trustee and
Delivery to such Authorized Participant of the corresponding number of that
Trust’s Shares. 


“Creation
and Redemption Line” shall mean a telephone number designated as
such by the Trustee and specified in Annex I of the Procedures or otherwise
communicated to each Authorized Participant in compliance with the notice
provisions of the respective Authorized Participant Agreement. 


“Custodial
Allocated Account” shall mean the allocated bullion account
established by the Trustee with the Custodian pursuant to the relevant
Custodian Agreement. 


“Custodial
Unallocated Account” shall mean the unallocated bullion account
established by the Trustee with the Custodian pursuant to the relevant
Custodian Agreement. 


“Custodian”
shall mean, with respect to the ETFS Silver Trust, HSBC Bank USA National
Association, London Branch and, with respect to the ETFS Gold Trust, the ETFS
Platinum Trust, the ETFS Palladium Trust, the ETFS Precious Metals Basket
Trust, the ETFS White Metals Basket Trust and the ETFS Asian Gold Trust,
JPMorgan Chase Bank, N.A., each in their capacity as custodian under the
Custodian Agreements and any successor thereto or additional or other custodian
appointed in compliance with the provisions of the relevant Trust Agreements
and relevant Custodian Agreement(s). 


“Custodian
Agreement” or “Custodian Agreements” shall mean the
applicable Custodian Agreement by and between the Trustee and the Custodian
with respect to the applicable Trust. 


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


S1-3





“Depositor”
shall mean any Authorized Participant that deposits Bullion into the relevant
Trust, either for its own account or on behalf of another Person that is the
owner or beneficial owner of that Bullion. 


“Deposit
Property” means property which, in compliance with the provisions of
the relevant Trust Agreement, must be transferred by the Authorized Participant
to the relevant Trust in exchange for that Trust’s Shares. 


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


“FINRA”
means the Financial Industry Regulatory Authority.


“Gold”
shall have the meaning ascribed to the term in Section 1.1 of the Trust
Agreements of the ETFS Gold Trust, the ETFS Precious Metals Basket Trust and
the ETFS Asian Gold Trust, as applicable, relating to gold. 


“Initial
Creation” shall mean the initial creation of Shares pursuant to the
provisions of Section 2.01 hereof. 


“LBMA”
shall mean the London Bullion Market Association. 


“London
Business Day” shall mean a day (other than a Saturday, Sunday or a
public holiday in England) on which commercial banks generally and the
over-the-counter markets in silver, with respect to ETFS Silver Trust, the ETFS
Precious Metals Basket Trust and the ETFS White Metals Basket Trust, and gold,
with respect to the ETFS Gold Trust, the ETFS Precious Metals Basket Trust and
the ETFS Asian Gold Trust, each as coordinated by the LBMA, and in platinum,
with respect to the ETFS Platinum Trust, the ETFS Precious Metals Basket Trust
and the ETFS White Metals Basket Trust, and palladium, with respect to the ETFS
Palladium Trust, the ETFS Precious Metals Basket Trust and the ETFS White
Metals Basket Trust, each as coordinated by the LPPM, are open for the
transaction of business in London.


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


“Order”
shall have the meaning ascribed to it in Section 1 of the Authorized
Participant Agreement. 


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


“Order
Date” shall have, (i) with respect to a Purchase Order, the meaning
ascribed to the term in Section 2.3(a) of the relevant Trust Agreement; and
(ii) with respect to a Redemption Order, the meaning ascribed to the term in
Section 2.6(a) of the relevant Trust Agreement. 


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


S1-4





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


“Person”
shall mean any natural person or any limited liability company, corporation,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof. 


“Platinum”
shall have the meaning ascribed to the term in Section 1.1 of the Trust
Agreements of the ETFS Platinum Trust, the ETFS Precious Metals Basket Trust
and the ETFS White Metals Trust, as applicable, relating to platinum. 


“Procedures”
shall have the meaning ascribed to it in Section 1 of the Authorized
Participant Agreement. 


“Prospectus”
or “Prospectuses”
means the current prospectus of the relevant Trust included in its effective
registration statement, as supplemented or amended from time to time. 


“Purchase
Order” shall have the meaning ascribed to it in Section 1 of the
Authorized Participant Agreement. 


“Redemption
Order” shall have the meaning ascribed to it in Section 1 of the
Authorized Participant Agreement. 


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


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


“Singapore
Business Day” shall mean a day (other than a Saturday, Sunday or a public
holiday in Singapore) on which commercial banks generally and the
over-the-counter markets in gold, with respect to the ETFS Asian Gold Trust,
are open for the transaction of business in Singapore.


“Sponsor”
shall mean ETF Securities USA LLC, a Delaware limited liability company. 


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


“Trustee”
shall mean The Bank of New York Mellon, a New York banking corporation, in its
capacity as Trustee under each Trust Agreement, and any successor thereto in
compliance with the provisions thereof. 


S1-5





“Trust”
or “Trusts”
shall have the meanings ascribed to them in the introductory paragraph of the
Authorized Participant Agreement. 


“Trust
Agreement” or “Trust Agreements” shall have the meanings
ascribed to them in the introductory paragraph of the Authorized Participant
Agreement.


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


“VAT”
shall mean (a) any tax imposed pursuant to or in compliance with the Sixth
Directive of the Council of the European Economic Communities (77/388/EEC)
including, in relation to the United Kingdom, value added tax imposed by the
Value Added Tax Act 1994 and legislation and regulations supplemental thereto;
and (b) any other tax of a similar nature, whether imposed in a member state of
the European Union or elsewhere, in substitution for, or levied in addition to,
such tax referred to in “(a)”. 


“Zurich
Business Day” shall mean a day (other than a Saturday, Sunday or a
public holiday in Switzerland) on which commercial banks generally and the
over-the-counter markets in gold, with respect to the ETFS Gold Trust,
platinum, with respect to the ETFS Platinum Trust, the ETFS Precious Metals
Basket Trust and the ETFS White Metals Basket Trust, and palladium, with
respect to the ETFS Palladium Trust, the ETFS Precious Metals Basket Trust and
the ETFS White Metals Basket Trust, are open for the transaction of business in
Zurich.


          Section
1.02. Interpretation. In these Procedures: 


          Unless
otherwise indicated, all references to Sections, clauses, paragraphs, schedules
or exhibits, are to Sections, clauses, paragraphs, schedules or exhibits in or
to these Procedures. 


          To the
extent that term(s) defined in Section 1.01 apply to a Trust that has not
commenced operations as of any relevant date and such Trust is listed or to be
listed on Schedule A of the Authorized Participant Agreement, such term(s)
shall not be operative and any provisions relating to such a Trust and its
Shares contained in the Authorized Participant Agreement shall have no effect
until such Trust commences operations and its Trust Agreement and applicable
Custodian Agreement have been executed and delivered whereupon such terms and
provisions shall become automatically operative and effective without any
further action by the parties to the Authorized Participant Agreement.


          The words
“hereof”, “herein”, “hereunder” and words of similar import shall refer to
these Procedures as a whole, and not to any individual provision in which such
words may appear. 


          A reference
to any statute, law, decree, rule, regulation or other applicable norm shall be
construed as a reference to such statute, law, decree, rule, regulation or
other applicable norm as re-enacted, re-designated or amended from time to
time. 


S1-6





          A reference
to any agreement, instrument or document shall be construed as a reference to
such agreement, instrument or document as the same may have been amended from
time to time in compliance with the provisions thereof.


ARTICLE II


CREATION PROCEDURES


          Section
2.01. Initial Creation of Shares. The initial creation of Shares of a
Trust will take place in compliance with such procedures as the Trustee, the
Sponsor and the initial Depositor may agree. 


          Section
2.02. Subsequent Creation of Shares. After the Initial Creation, the
issuance and Delivery of Shares of a specified Trust shall take place only in
integral numbers of Baskets in compliance with the following rules: 


          a.
Authorized Participants wishing to acquire from the Trustee one or more Baskets
shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New
York time) on any Business Day. Purchase Orders received by the Trustee on or
after the Order Cutoff Time on a Business Day shall be considered received at
the opening of business on the next Business Day and shall have as their Order
Date such next Business Day.


          b. For
purposes of Section 2.02a. above, a Purchase Order shall be deemed “received”
by the Trustee only when either of the following has occurred no later than
3:59:59 p.m. (New York time): 


	
  

 	
  

 
	
  

 	
           (i)
 Telephone/fax Order – An Authorized Representative shall have placed a
 telephone call to the Trustee’s Creation and Redemption Line and has received
 an Order Number from the Trustee for insertion in the Purchase Order, or

 
	
  

 	
  

 
	
  

 	
           (ii)
 Web-based Order – An Authorized Representative shall have accessed the
 Trustee’s online services (www.etfservices.bankofny.com)

 


in either case informing the Trustee that the Authorized Participant
wishes to place a Purchase Order for a specified number of Baskets and, in the
case of a telephone order, within 15 minutes following such telephone call the
Trustee shall have received a properly completed, irrevocable Purchase Order in
the form set out in Annex I to these Procedures executed by an Authorized
Representative of such Authorized Participant, via facsimile at the number
specified in such Annex I. 


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


          d. As soon
as reasonably practicable following receipt of a properly completed Purchase
Order but not later than 5:30 p.m. (New York time) on the Order Date for such
Purchase Order, the Trustee shall send to the Authorized Participant (with copy
to the 


S1-7





Custodian), via facsimile or electronic mail message, a copy of the
corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating
the Basket Amount that the Authorized Participant shall Deliver to the
Custodian in respect of each Basket. Prior to the transmission of the Trustee’s
acceptance as specified above, a Purchase Order will only represent the
Authorized Participant’s unilateral offer to deposit Bullion in exchange for
Baskets of Shares and will have no binding effect upon the Trust or any other
party. Following the transmission of the Trustee’s acceptance as specified
above, a Purchase Order will be a binding agreement among the Trust and the
Authorized Participant for the creation and purchase of Baskets of Shares and
the deposit of Bullion pursuant to the terms of the Purchase Order and these
Procedures. If a Purchase Order is rejected, the Trustee shall send to the
Authorized Participant (with copy to the Custodian), via facsimile or
electronic mail message, as soon as reasonably practicable, but not later than
5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of
the corresponding Purchase Order endorsed “Declined” by the Trustee and
indicating the reason. The preceding sentence notwithstanding, Purchase Orders
not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed
cancelled. A Purchase Order which is not properly completed will be deemed
invalid and rejected by the Trustee; the Authorized Participant may submit a
corrected Purchase Order within the time period specified in Section 1.09 of
the Standard Terms. 


          e. Each
Purchase Order shall settle on the third Business Day following the Order Date.
The Basket Amount corresponding to each Basket must be deposited in the Custodial
Unallocated Account in unallocated Bullion (i) loco London with respect to
Silver for the ETFS Silver Trust, the ETFS Precious Metals Basket Trust and the
ETFS White Metals Basket Trust, (ii) loco London with respect to Gold for the
ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with
respect to Gold for the ETFS Gold Trust, (iv) loco Zurich or loco London with
respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS
Palladium Trust, the ETFS Precious Metals Basket Trust and the ETFS White
Metals Basket Trust, and (v) loco Singapore or loco London with respect to Gold
for the ETFS Asian Gold Trust, , no later than 11:00 a.m. (London time) on the
third Business Day following the Order Date. With respect to Gold for the ETFS
Gold Trust and the ETFS Asian Gold Trust and where the Authorized Participant elects
loco London, the Authorized Participant must first agree to the cost of the
loco swap with the Custodian and reimburse the Custodian for any amount owed
under such swap.


          f. The
Custodian shall advise the Trustee in writing of the deposits made to the
Custodial Allocated Account in connection with each Purchase Order. Upon
receipt of such advice, the Trustee shall determine whether a deposit of
Bullion required to be made pursuant to Section 2.02e. has not been noted as
deposited in the Trustee’s Custodial Unallocated Account. In such event, the
Trustee shall, by the Trustee’s close of business on the second Business Day
following the Order Date, (i) send to the Custodian, via electronic mail
message, a request that the Custodian confirm that the Custodian did not
receive the anticipated deposit of Bullion, and (ii) send to the Authorized
Participant whose deposit was not received, via facsimile at the facsimile number
specified by the Authorized Participant in the Purchase Order, a concurrent
copy of such request.


          g. On the
third Business Day following the Order Date corresponding to a Purchase Order,
or on such earlier date and time as the Trustee in its absolute discretion may
agree with


S1-8





the Authorized Participant, the Trustee shall issue the aggregate
number of Shares corresponding to the Baskets ordered by the Authorized
Participant and Deliver them, by credit to the account at DTC which the Authorized
Participant shall have identified for such purpose in its Purchase Order,
provided that, by 9:00 a.m. (New York time) on the date such issuance and
Delivery is to take place: 


	
  

 	
  

 
	
  

 	
           (i) the
 Custodian shall have reported in writing to the Trustee that the
 corresponding required amount of Bullion has been deposited in the Trustee’s
 Custodial Unallocated Account in compliance with the provisions of Section
 2.02e. above and

 
	
  

 	
  

 
	
  

 	
           (ii) the
 Authorized Participant shall have paid or agreed to pay the Trustee a per
 order transaction fee in the amount of US$500, if applicable.

 


          h. In all
other cases, the Trustee shall issue the aggregate number of Shares
corresponding to the Baskets ordered by the Authorized Participant and Deliver
them by credit to the account at DTC which the Authorized Participant shall
have identified for such purpose in its Purchase Order on the Business Day
following the date on which all of the conditions set forth in clauses (i) and
(ii) of Section 2.02g. above shall have been met. In the event that, by 11:00
a.m. (New York time) on the third Business Day following the Order Date of a
Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been
credited with the required amount of Bullion in compliance with the provisions
of section 2.02e. above, the Trustee shall send to the Authorized Participant
and the Custodian via fax or electronic mail message notice of such fact and
the Authorized Participant shall have two (2) Business Days following receipt
of such notice to correct such failure. If such failure is not cured within
such two (2) Business Day period, the Trustee shall, unless the Sponsor shall
otherwise direct, cancel such Purchase Order and will send via fax or
electronic mail message notice of such cancellation to the Authorized
Participant and the Custodian, and the Authorized Participant will be solely
responsible for all costs incurred by the Trust, the Trustee or the Custodian
related to the cancelled Order.


          i. The foregoing
provisions notwithstanding, neither the Trustee nor the Custodian shall be
liable for any failure or delay in making Delivery of Shares in respect of a
Purchase Order arising from nuclear fission or fusion, radioactivity, war,
terrorist event, invasion, insurrection, civil commotion, riot, strike, act of
government, public authority, public service or utility problems, power outages
resulting in telephone, telecopy and computer failures, act of God such as
fires, floods, extreme weather conditions, market conditions or activities
causing trading halts, systems failures involving computer or other information
systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal
clearing bank delays and similar extraordinary events beyond the Trustee’s
control. In the event of any such delay, the time to complete Delivery in
respect of a Purchase Order will be extended for a period equal to that during
which the inability to perform continues.


          j. Except
as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the
Sponsor, the Custodian, nor any sub-custodian are under any duty, to give
notification of any defects or irregularities in any Purchase Order or the
delivery of the Basket Amount, and shall not incur any liability for the
failure to give any such notification.


S1-9





          k. Purchase
Orders may be rejected under the circumstances specified in the applicable
Prospectus.


ARTICLE III


REDEMPTION PROCEDURES


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


          a.
Authorized Participants wishing to redeem one or more Baskets shall place a
Redemption Order with the Trustee no later than 3:59:59 p.m. (New York time) on
any Business Day. Redemption Orders received by the Trustee on or after the
Order Cutoff Time on any Business Day shall be considered received at the
opening of business on the next Business Day and shall have as their Order Date
such next Business Day. 


          b. For
purposes of Section 3.01a. above, a Redemption Order shall be deemed “received”
by the Trustee only when either of the following has occurred no later than
3:59:59 p.m. (New York time): 


	
  

 	
  

 
	
  

 	
           (i) Telephone/fax
 Order – An Authorized Representative shall have placed a telephone call to
 the Trustee’s Creation and Redemption Line and has received an Order Number
 from the Trustee for insertion in the Redemption Order, or

 
	
  

 	
  

 
	
  

 	
           (ii)
 Web-based Order – An Authorized Representative shall have accessed the
 Trustee’s online services (www.etfservices.bankofny.com)

 


in either case informing the Trustee that the Authorized Participant
wishes to place a Redemption Order for a specified number of Baskets and, in
the case of a telephone order, within 15 minutes following such telephone call
the Trustee shall have received a duly completed, irrevocable Redemption Order
in the form set out in Annex I to these Procedures executed by an Authorized
Representative of such Authorized Participant, via facsimile at the number
specified in such Annex I. 


          c. Upon
receipt of a properly completed Redemption Order, the Trustee shall send to the
Authorized Participant (with copy to the Custodian), via facsimile or
electronic mail message, as soon as reasonably practicable, but not later than
5:30 p.m. (New York time) on the Order Date for such Redemption Order a copy of
the corresponding Redemption Order endorsed “Accepted” by the Trustee and
indicating the Basket Amount that the Custodian shall Deliver to the Authorized
Participant in respect of each Basket being redeemed. 


          d. The
Trustee shall, by the Trustee’s close of business on the second Business Day
following the Order Date of a Redemption Order, confirm in writing to the
Custodian whether each of the following has occurred: 


S1-10









	
  

 	
  

 
	
  

 	
           (i) the
 Authorized Participant has Delivered to the Trustee’s account at DTC the
 total number of Shares to be redeemed by such Authorized Participant pursuant
 to such Redemption Order; and

 
	
  

 	
  

 
	
  

 	
           (ii) the
 Authorized Participant has paid or agreed to pay the Trustee a per order
 transaction fee of US$500, if applicable.

 


Provided that the Custodian has received written confirmation from the
Trustee that the conditions set forth in clauses (i) and (ii) of Section 3.01d.
above have been satisfied, the Custodian shall:


          (1) on the
next following Business Day, Deliver:


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 unallocated
 Silver loco London;

 
	
  

 	
 •

 	
 unallocated
 Gold loco London (for the ETFS Precious Metals Basket Trust only);

 
	
  

 	
 •

 	
 unallocated
 Gold loco Zurich (for the ETFS Gold Trust only);

 
	
  

 	
 •

 	
 unallocated
 Gold loco Singapore (for the ETFS Asian Gold Trust only);

 
	
  

 	
 •

 	
 unallocated
 Platinum loco Zurich;

 
	
  

 	
 •

 	
 unallocated
 Platinum loco London;

 
	
  

 	
 •

 	
 unallocated
 Palladium loco Zurich; and/or 

 
	
  

 	
 •

 	
 unallocated
 Palladium loco London

 


          (as
applicable to the specific Redemption Order); and 


          (2) within
the next following three Business Days, Deliver: 


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 unallocated
 Gold loco London (for the ETFS Gold Trust and ETFS Asian Gold Trust only)

 


          (as
applicable to the specific Redemption Order)


in the amounts specified in the communication sent in compliance with
Section 3.01c. above, to the account indicated by the redeeming Authorized
Participant in its Redemption Order (which shall be an appropriate bullion
account with an LBMA member or LPPM member, as applicable for the type of
Bullion involved). With respect to Gold from the ETFS Gold Trust and ETFS Asian
Gold Trust and where the Authorized Participant elects loco London delivery, the Authorized
Participant must first agree to the cost of the loco swap with the Custodian
and reimburse the Custodian for any amount owed under such swap. Having
made such Delivery, the Custodian shall send written confirmation thereof to
the Trustee who shall then cancel the Shares so redeemed. 


          e. In all
other cases, Delivery must be completed by the Custodian as soon as, in the
reasonable judgment of the Custodian, it is practicable following receipt of
written confirmation from the Trustee that the conditions set forth in clauses
(i) and (ii) of Section 3.01d. above have been satisfied. 


S1-11





          f. The
foregoing provisions notwithstanding, neither the Trustee nor the Custodian
shall be liable for any failure or delay in making Delivery of Bullion in
respect of a Redemption Order arising from nuclear fission or fusion,
radioactivity, war, terrorist event, invasion, insurrection, civil commotion,
riot, strike, act of government, public authority, public service or utility
problems, power outages resulting in telephone, telecopy and computer failures,
act of God such as fires, floods, extreme weather conditions, market conditions
or activities causing trading halts, systems failures involving computer or
other information systems affecting a Trust, the Trustee, the Custodian or
sub-custodian, metal clearing bank delays and similar extraordinary events
beyond the Trustee’s control. In the event of any such delay, the time to complete
Delivery in respect of a Redemption Order will be extended for a period equal
to that during which the inability to perform continues. 


          g. In the
event that, by 4:00 p.m. (New York time) on the second Business Day following
the Order Date of a Redemption Order, Trustee’s account at DTC shall not have
been credited with the total number of Shares corresponding to the total number
of Baskets to be redeemed pursuant to such Redemption Order, the Trustee shall
send to the Authorized Participant and the Custodian via fax or electronic mail
message notice of such fact and the Authorized Participant shall have two (2)
Business Days following receipt of such notice to correct such failure. If such
failure is not cured within such two (2) Business Day period, the Trustee (in
consultation with the Sponsor) will cancel such Redemption Order and will send
via fax or electronic mail message notice of such cancellation to the
Authorized Participant and the Custodian, and the Authorized Participant will
be solely responsible for all costs incurred by the Trust, the Trustee or the
Custodian related to the cancelled Order. The Trustee is authorized to Deliver
the Basket Amount for a Redemption Order notwithstanding that the Basket(s) to
be redeemed are not credited to the Trustee’s DTC account by 9:00 a.m. (New
York time) on the third Business Day following the Order Date of a Redemption
Order if the Authorized Participant has collateralized its obligation to
deliver the Baskets through DTC’s book entry system on such terms as the
Sponsor and the Trustee may from time to time agree upon.


          h. The
redemption of Shares may be suspended or rejected under the circumstances
specified in the applicable Prospectus.


[Signatures Follow on Next Page]


S1-12





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


THE BANK OF NEW YORK MELLON, in its capacity as Trustee 


	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Andrew Pfeifer

 	
  

 
	
  

 	

 


 	
  

 
	
 Name: Andrew
 Pfeifer 

 
	
 Title:   Vice
 President

 
	
  

 	
  

 	
  

 
	
 ETF
 SECURITIES USA LLC, in its capacity as Sponsor 

 
	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Graham Tuckwell

 	
  

 
	
  

 	

 


 	
  

 
	
 Name: Graham
 Tuckwell

 
	
 Title:    President and Chief Executive Officer

 


 [Second Amended and Restated Creation and Redemption Procedures
Signature Page]


S1-13





ANNEX I TO CREATION AND REDEMPTION PROCEDURES


THE BANK OF
NEW YORK MELLON, TRUSTEE

CREATION/REDEMPTION ORDER FORM

UNALLOCATED ORDERS ONLY


	
  

 	
  

 
	
 CONTACT INFORMATION FOR
 ORDER EXECUTION:

 
	
 Telephone order number:

 	
 (718) 315-7500

 
	
 Fax order number:

 	
 (732) 667-9478

 


Participant
must complete all items in Part 1. The Trustee in its discretion may reject any
order not submitted in proper form.


I. TO BE
COMPLETED BY PARTICIPANT: 


	
  

 	
  

 	
  

 
	
 Name of Trust: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date:

 	
  

 	
  

 	
 Time:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 




	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Broker Name:

 	
  

 	
  

 	
 Authorized Participant
 Firm Name:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 




	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DTC Participant Number:

 	
  

 	
  

 	
 Fax Number:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 



	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Telephone Number:

 	
  

 	
  

 	
 Symbol:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 


Type
of order (Check Creation or Redemption please) 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Creation:

 	
  

 	
  

 	
 Redemption:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 # of Baskets:

 	
  

 	
  

 	
 Number of Baskets written
 out:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Order #

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 


Please
indicate Bullion clearing agent: 


For Silver
involving the ETFS Silver Trust only


HSBC   o


For Silver
involving the ETFS Precious Metals Basket Trust or the ETFS White Metals Basket
Trust and for Gold, Palladium and Platinum 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JP Morgan

 	
 o

 	
 Other (please specify
 clearing agent): 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 





	
  

 	
  

 	
  

 
	
 Account number for Bullion
 delivery:

 	
  

 	
  

 
	
  

 	

 


 	
  

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With respect to Silver
 only):

 	
 loco London

 	
 o

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With respect to Gold
 involving the ETFS Precious Metals Basket Trust only):

 	
 loco London

 	
 o

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With respect to Gold
 involving the ETFS Gold Trust only):

 	
 loco London

 	
 o

 	
 loco Zurich

 	
 o

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With respect to Gold
 involving the ETFS Asian Gold Trust only):

 	
 loco London

 	
 o

 	
 loco Singapore

 	
 o

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With respect to Platinum
 only):

 	
 loco London

 	
 o

 	
 loco Zurich

 	
 o

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With respect to Palladium
 only):

 	
 loco London

 	
 o

 	
 loco Zurich

 	
 o

 


This
Purchase or Redemption Order is subject to the terms and conditions of the Trust
Agreement of the Shares of the Trust as currently in effect and the Authorized
Participant Agreement between the Authorized Participant, the Trustee and the
Sponsor named therein. All representations and warranties of the Authorized
Participant set forth in such Trust Agreement (including, if this is a 


S1-14





Purchase
Order, the representations in Section 3.2 of the Trust Agreement) and in the
Authorized Participant Agreement are incorporated herein by reference and are
true and accurate as of the date hereof.


The
undersigned does hereby certify as of the date set forth below that he/she is
an Authorized Representative under the Authorized Participant Agreement and
that he/she is authorized to deliver this Purchase or Redemption Order to the
Trustee on behalf of the Authorized Participant. The Authorized Participant
acknowledges and agrees that (1) once accepted by the Trustee, this Purchase or
Redemption Order will become a legally binding contract for the delivery by the
Authorized Participant of the Basket Amount per Basket for a Purchase Order, or
the number of Baskets for a Redemption Order, indicated above, and that the
final Basket Amount will be announced at the conclusion of the trading day and,
(2) any taxes (including Value Added Taxes) incurred in connection with this
transaction will be the responsibility of, and will be reimbursed upon demand
from the Custodian or the Trust by, the Authorized Participant if required
pursuant to the Authorized Participant Agreement.


	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
 Authorized Representative’s
 Signature

 	
  

 	
             Date

 


S1-15





II. TO BE
COMPLETED BY TRUSTEE: 


This
certifies that the above order has been: 


___________________________Accepted
by the Trustee 


___________________________Declined-Reason:_____________________________________________________


Final
# of Ounces: 


	
  

 	
  

 
	
 




 	
  (Gold)

 
	
  

 	
  

 
	
 




 	
  (Silver)

 
	
  

 	
  

 
	
 




 	
  (Platinum)

 
	
  

 	
  

 
	
 




 	
  (Palladium)

 






	
  

 	
  

 	
  

 
	
 Final # of Shares:

 	
  

 	
  

 
	
  

 	

 


 	
  

 





	
  

 	
  

 	
  

 
	
 Final Cash Due to BNYM

 	
  

 	
  

 
	
  

 	

 


 	
  

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Date

 	
  

 	
 Time

 	
  

 	
 Authorized Signature of
 Trustee

 


S1-16





ANNEX II TO CREATION AND REDEMPTION PROCEDURES


ORDER ENTRY SYSTEM TERMS AND CONDITIONS


          This
Annex II shall govern use by Authorized Participant of the electronic order
entry system for placing Purchase Orders and Redemption Orders for Shares (the
“System”).
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in Schedule 1 of the Authorized Participant
Agreement. In the event of any
conflict between the terms of this Annex II and the main body of the Authorized
Participant Agreement with respect to the placing of Purchase Orders and
Redemption Orders, the terms of this Annex II shall control.


1.
(a) Authorized Participant shall provide to The Bank of New York Mellon a duly
executed authorization letter, in a form satisfactory to The Bank of New York
Mellon, identifying those authorized persons who will access the System (the “Authorized
Persons”). Authorized Participant shall notify The Bank of New York
Mellon in writing in the event that any person’s status as an Authorized Person
is revoked or terminated as soon as possible, in order to give The Bank of New
York Mellon a reasonable opportunity to terminate such Authorized Person’s
access to the System. 


          (b)
It is understood and agreed that each Authorized Person shall be designated as
an authorized user of Authorized Participant for the purpose of the Authorized
Participant Agreement. Upon termination of the Authorized Participant
Agreement, the Authorized Participant’s and each Authorized Person’s access
rights with respect to System shall be immediately revoked.


2.
The Bank of New York Mellon grants to Authorized Participant a personal,
nontransferable and nonexclusive license to use the System solely for the
purpose of transmitting Purchase Orders and Redemption Orders and otherwise
communicating with The Bank of New York Mellon in connection with the same.
Authorized Participant shall use the System solely for its own internal and
proper business purposes. Except as set forth herein, no license or right of
any kind is granted to Authorized Participant with respect to the System.
Authorized Participant acknowledges that The Bank of New York Mellon and its
suppliers retain and have title and exclusive proprietary rights to the System.
Authorized Participant further acknowledges that all or a part of the System
may be copyrighted or trademarked (or a registration or claim made therefor) by
The Bank of New York Mellon or its suppliers. Authorized Participant shall not
take any action with respect to the System inconsistent with the foregoing
acknowledgments. Authorized Participant may not copy, distribute, sell, lease
or provide, directly or indirectly, the System or any portion thereof to any
other person or entity without The Bank of New York Mellon’s prior written
consent. Authorized Participant may not remove any statutory copyright notice
or other notice included in the System. Authorized Participant shall reproduce
any such notice on any reproduction of any portion of the System and shall add
any statutory copyright notice or other notice upon The Bank of New York
Mellon’s request.


2.
(a) Authorized Participant acknowledges that any user manuals or other
documentation (whether in hard copy or electronic form) (collectively, the “Material”),
which is delivered or made available to Authorized Participant regarding the
System is the exclusive and confidential property of The Bank of New York
Mellon. Authorized Participant shall keep the Material confidential by using
the same care and discretion that Authorized Participant uses with respect to
its own confidential property and trade secrets, but in no event less than
reasonable care. Authorized Participant may make such copies of the Material as
is reasonably necessary for Authorized Participant to use the System and shall
reproduce The Bank of New York Mellon’s proprietary markings on any such copy.
The foregoing shall not in any way be deemed to affect the copyright status of
any of the Material which may be copyrighted and shall apply to all Material
whether or not copyrighted. THE BANK OF NEW YORK MELLON AND ITS SUPPLIERS MAKE
NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE MATERIAL OR ANY PRODUCT OR
SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.


S1-17





(b)
Upon termination of the Authorized Participant Agreement for any reason,
Authorized Participant shall return to The Bank of New York Mellon all copies
of the Material which is in Authorized Participant’s possession or under its
control.


3.
Authorized Participant agrees that it shall have sole responsibility for
maintaining adequate security and control of the user IDs, passwords and codes
for access to the System, which shall not be disclosed to any third party
without the prior written consent of The Bank of New York Mellon. The Bank of
New York Mellon shall be entitled to rely on the information received by it
from the Authorized Participant and The Bank of New York Mellon may assume that
all such information was transmitted by or on behalf of an Authorized Person
regardless of by whom it was actually transmitted.


4.
The Bank of New York Mellon shall have no liability in connection with the use
of the System, the access granted to the Authorized Participant and its
Authorized Persons hereunder, or any transaction effected or attempted to be
effected by the Authorized Participant hereunder, except for damages incurred
by the Authorized Participant as a direct result of The Bank of New York
Mellon’s gross negligence or willful misconduct. WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, IT IS HEREBY AGREED THAT IN NO EVENT SHALL THE BANK OF NEW
YORK MELLON OR ANY MANUFACTURER OR SUPPLIER OF EQUIPMENT, SOFTWARE OR SERVICES
BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES
WHICH THE AUTHORIZED PARTICIPANT MAY INCUR OR EXPERIENCE BY REASON OF ITS
HAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR IN CONNECTION WITH THE
ACCESS GRANTED TO AUTHORIZED PARTICIPANT HEREUNDER, OR ANY TRANSACTION EFFECTED
OR ATTEMPTED TO BE EFFECTED BY AUTHORIZED PARTICIPANT HEREUNDER, EVEN IF THE
BANK OF NEW YORK MELLON OR SUCH MANUFACTURER OR SUPPLIER HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL THE BANK OF NEW YORK MELLON OR ANY
SUCH MANUFACTURER OR SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER
BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION
FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND
SUCH PERSON’S REASONABLE CONTROL.


5.
The Bank of New York Mellon reserves the right to revoke Authorized
Participant’s access to the System immediately and without notice upon any
breach by the Authorized Participant of the terms and conditions of this Annex
II.


6.
The Bank of New York Mellon shall acknowledge through the System its receipt of
each Purchase Order or Redemption Order communicated through the System, and in
the absence of such acknowledgment The Bank of New York Mellon shall not be
liable for any failure to act in accordance with such orders and Authorized
Participant may not claim that such Purchase Order or Redemption Order was
received by The Bank of New York Mellon. The Bank of New York Mellon may in its
discretion decline to act upon any instructions or communications that are
insufficient or incomplete or are not received by The Bank of New York Mellon
in sufficient time for The Bank of New York Mellon to act upon, or in
accordance with such instructions or communications.


          7.
Authorized Participant agrees to use reasonable efforts to prevent the
transmission through the System of any software or file which contains any
viruses, worms, harmful component or corrupted data and agrees not to use any
device, software, or routine to interfere or attempt to interfere with the
proper working of the Systems. 


          8.
Authorized Participant acknowledges and agrees that encryption may not be
available for every communication through the System, or for all data.
Authorized Participant agrees that The Bank of New York Mellon may deactivate
any encryption features at any time, without notice or liability to Authorized
Participant, for the purpose of maintaining, repairing or troubleshooting its
systems. 


S1-18





SCHEDULE
2- STANDARD TERMS





TABLE
OF CONTENTS - SCHEDULE 2


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 ARTICLE
 I ORDERS FOR PURCHASE AND REDEMPTION

 	
  

 	
  

 
	
 Section 1.01.

 	
 Authorization
 to Purchase and Redeem Baskets

 	
  

 	
 S2-1

 
	
 Section 1.02.

 	
 Procedures
 for Orders

 	
  

 	
 S2-1

 
	
 Section 1.03.

 	
 Consent
 to Recording

 	
  

 	
 S2-1

 
	
 Section 1.04.

 	
 Irrevocability

 	
  

 	
 S2-1

 
	
 Section 1.05.

 	
 Costs
 and Expenses

 	
  

 	
 S2-2

 
	
 Section 1.06.

 	
 Delivery
 of Property to the Trust

 	
  

 	
 S2-2

 
	
 Section 1.07.

 	
 Title
 to Deposit Property and Shares Surrendered for Redemption

 	
  

 	
 S2-2

 
	
 Section 1.08.

 	
 Certain
 Payments or Distributions

 	
  

 	
 S2-3

 
	
 Section 1.09.

 	
 Ambiguous
 Instructions

 	
  

 	
 S2-3

 
	
  

 	
  

 	
  

 
	
 ARTICLE
 II AUTHORIZED REPRESENTATIVES

 	
  

 	
  

 
	
 Section 2.01.

 	
 Certification

 	
  

 	
 S2-4

 
	
 Section 2.02.

 	
 PIN
 Numbers

 	
  

 	
 S2-4

 
	
 Section 2.03.

 	
 Termination
 of Authority

 	
  

 	
 S2-5

 
	
 Section 2.04.

 	
 Verification

 	
  

 	
 S2-5

 
	
  

 	
  

 	
  

 
	
 ARTICLE
 III STATUS OF THE AUTHORIZED PARTICIPANT

 	
  

 	
  

 
	
 Section 3.01.

 	
 Clearing
 Status

 	
  

 	
 S2-5

 
	
 Section 3.02.

 	
 Broker-Dealer
 Status

 	
  

 	
 S2-5

 
	
 Section 3.03.

 	
 Foreign
 Status

 	
  

 	
 S2-6

 
	
 Section 3.04.

 	
 Compliance
 with Certain Laws

 	
  

 	
 S2-6

 
	
 Section 3.05.

 	
 Authorized
 Participant Status

 	
  

 	
 S2-6

 
	
  

 	
  

 	
  

 
	
 ARTICLE
 IV ROLE OF AUTHORIZED PARTICIPANT

 	
  

 	
  

 
	
 Section 4.01.

 	
 No Agency

 	
  

 	
 S2-6

 
	
 Section 4.02.

 	
 Rights
 and Obligations of DTC Participant

 	
  

 	
 S2-6

 
	
 Section 4.03.

 	
 Beneficial
 Owner Communications

 	
  

 	
 S2-6

 
	
 Section 4.04.

 	
 Authorized
 Participant Customer Information

 	
  

 	
 S2-7

 
	
  

 	
  

 	
  

 
	
 ARTICLE
 V MARKETING MATERIALS AND REPRESENTATIONS AND WARRANTIES

 	
  

 	
  

 
	
 Section 5.01.

 	
 Authorized
 Participant’s
 Representation

 	
  

 	
 S2-7

 
	
 Section 5.02.

 	
 Prospectus

 	
  

 	
 S2-8

 
	
  

 	
  

 	
  

 
	
 ARTICLE
 VI INDEMNIFICATION; LIMITATION OF LIABILITY

 	
  

 	
  

 
	
 Section 6.01.

 	
 Indemnification

 	
  

 	
 S2-8

 
	
  

 	
  

 	
  

 
	
 ARTICLE
 VII MISCELLANEOUS

 	
  

 	
  

 
	
 Section 7.01.

 	
 Commencement
 of Trading

 	
  

 	
 S2-10

 


i





          FIRST
AMENDED AND RESTATED STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS
(the “Standard
Terms”) agreed to as of September 27, 2010 by and between The Bank
of New York Mellon, a New York banking corporation (the “Trustee”), and ETF Securities
USA LLC, a Delaware limited liability company (the “Sponsor”). 


ARTICLE I


ORDERS FOR PURCHASE AND REDEMPTION


          Section
1.01. Authorization to Purchase and Redeem Baskets. Subject to the
provisions of the Authorized Participant Agreement, during the term of the
Authorized Participant Agreement the Authorized Participant will be authorized
to purchase and redeem Baskets of Shares in compliance with the provisions of
the relevant Prospectus. 


          Section
1.02. Procedures for Orders. Each party hereto agrees to comply with the
provisions of the relevant Prospectus and the Procedures to the extent
applicable to it. 


          Section
1.03. Consent to Recording. The phone lines used by the Trustee, the
Custodian, the Sponsor and/or their affiliated persons may be recorded, and the
Authorized Participant hereby consents to the recording of all calls with any
of those parties. In the event that the Trustee, the Custodian, the Sponsor or
any of their affiliated persons becomes legally compelled to disclose to any
third party any recording involving communications with the Authorized
Participant, the Sponsor agrees to provide the Authorized Participant with
reasonable advance written notice identifying the recordings to be so disclosed
unless prohibited by applicable rule, law or order, together with copies of
such recordings, so that the Authorized Participant may seek a protective order
or other appropriate remedy with respect to the recordings or waive its right
to do so. In the event that such protective order or other remedy is not
obtained or the Authorized Participant waives its right to seek such protective
order or remedy, the Sponsor will use commercially reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded the recorded
conversation. The Trustee, the Sponsor or any of their affiliated persons shall
not otherwise disclose to any third party any recording involving
communications with the Authorized Participant without the Authorized
Participant’s express written consent, except the Trustee and the Sponsor may
disclose to any regulatory or self-regulatory organization, to the extent
required by applicable rule or law, any recording involving communications with
the Authorized Participant. 


          Section
1.04. Irrevocability. The Authorized Participant agrees that delivery to
the Trustee of an Order shall be irrevocable; provided that the Trust will
reject any Order that is not properly completed. In the event that the purchase
or redemption of Baskets is suspended by the Trustee or the Sponsor and such
suspension affects any Order submitted by the Authorized Participant, the
Trustee or Sponsor, as applicable, will promptly notify the Authorized
Participant of such suspension. In such case, the Sponsor agrees to undertake
commercially reasonable efforts to accommodate any request by the Authorized
Participant to cancel a previously placed Order.


          Section
1.05. Costs and Expenses. The Authorized Participant shall be
responsible for the expenses and costs incurred by the Trust that can be
directly attributable to Orders submitted by the Authorized Participant other
than ordinary course expenses and costs which are reimbursed


S2-1





through payment of the fee contemplated in Section 2.02(g) of the
Procedures. The Trustee or the Sponsor shall provide the Authorized Participant
with reasonably detailed information relating to such expenses and costs upon
request by the Authorized Participant.


          Section
1.06. Delivery of Property to the Trust and Shares Surrendered for
Redemption. The Authorized Participant understands and agrees that in the
event Deposit Property is not transferred to the Trust by the time specified
for the Purchase Order, or Shares are not delivered to the Trustee by the time
specified for the Redemption Order and, in each such case, in compliance with the
Procedures and the relevant Prospectus, the Purchase Order or Redemption Order
may be cancelled by the Trustee and the Authorized Participant will be solely
responsible for all costs incurred by the Trust, the Trustee or the Custodian
related to the cancelled Order. The Authorized Participant will not, however,
be responsible for costs incurred by the Trust, the Trustee, or the Custodian
related to cancelled Orders where the failure to transfer Deposit Property to
the Trust is due to the gross negligence, bad faith, or reckless or willful
misconduct of the Trustee, the Sponsor, or the Custodian. The foregoing
provisions notwithstanding, the Authorized Participant shall not be liable for
any failure or delay in making Delivery of Bullion in respect of a Purchase
Order or for any failure or delay in surrendering Shares for redemption arising
from nuclear fission or fusion, radioactivity, war, terrorist event, invasion,
insurrection, civil commotion, riot, strike, act of government, public
authority, public service or utility problems, power outages resulting in
telephone, telecopy and computer failures, acts of God, such as fires, floods,
extreme weather conditions, market conditions or activities causing trading
halts, systems failures involving computer or other information systems
affecting the Authorized Participant, or similar extraordinary events beyond
the Authorized Participant’s control. In the event of any such delay, the time
to complete Delivery in respect of a Purchase Order or Redemption Order will be
extended for a period equal to that during which the inability to perform
continues. Upon the deposit of any Bullion, the Authorized Participant as
Depositor represents and warrants that (i) the Bullion meets the relevant
requirements to be such Bullion and contains the required number of Ounces,
(ii) the Authorized Participant is duly authorized to make such deposit of
Bullion and (iii) at the time of delivery, the Bullion is free and clear of any
lien, pledge, encumbrance, right, charge or claim.


          Section
1.07. Title to Deposit Property and Shares Surrendered for Redemption.
The Authorized Participant represents and warrants to the Trustee and the
Sponsor that 


	
  

 	
  

 
	
  

 	
           a. in
 connection with each Purchase Order, the Authorized Participant will have the
 right and authority to transfer to the Trust the corresponding Deposit
 Property, and that upon delivery of such Deposit Property to the Custodian
 and/or the relevant sub-custodian in accordance with the Procedures, the
 Trust will acquire good and unencumbered title to such property, free and
 clear of all liens, charges, duties imposed on the transfer of assets and
 encumbrances and not subject to any adverse claims or transferability
 restrictions, whether arising by operation of law or otherwise; and

 
	
  

 	
  

 
	
  

 	
           b. in
 connection with a Redemption Order, the Authorized Participant will have the
 right and authority to surrender to the Trustee for redemption the
 corresponding Shares, and upon such surrender the Trust will acquire good and
 unencumbered title to such Shares, free and clear of all liens, charges,
 duties imposed on the transfer of assets and encumbrances and not subject to
 any adverse claims, transferability restrictions (whether arising by
 operation of law or otherwise), loan, pledge, repurchase or securities
 lending agreements or other arrangements which, under such circumstances,
 would

 


S2-2









	
  

 	
  

 
	
  

 	
 preclude the delivery of such Shares to the Trustee on the third
 Business Day following the date of the Redemption Order.

 


          Section
1.08. Certain Payments or Distributions. 


	
  

 	
  

 
	
  

 	
           a. With respect to any Purchase Order, the Trustee acknowledges and
 agrees to return to the Authorized Participant or any Authorized Participant
 Client for which it is acting any payment, distribution or other amount paid
 to the Trust in respect of any Deposit Property transferred to the Trust
 that, based on the valuation of such Deposit Property at the time of
 transfer, should have been paid to the Authorized Participant or any
 Authorized Participant Client. Likewise, the Authorized Participant
 acknowledges and agrees to return to the Trust any payment, distribution or
 other amount paid to the Authorized Participant or any Authorized Participant
 Client in respect of any Deposit Property transferred to the Trust that,
 based on the valuation of such Deposit Property at the time of transfer,
 should have been paid to the Trust.

 
	
  

 	
  

 
	
  

 	
           b. With respect to any Redemption Order, the Authorized Participant
 on behalf of itself and any Authorized Participant Client acknowledges and
 agrees to return to the Trust any payment, distribution or other amount paid
 to it or an Authorized Participant Client in respect of any property
 transferred to the Authorized Participant or any Authorized Participant
 Client that, based on the valuation of such property at the time of transfer,
 should have been paid to the Trust. The Trustee is entitled to reduce the
 amount of any property due to the Authorized Participant or any Authorized
 Participant Client by an amount equal to any payment, distribution or other
 sum to be paid to the Authorized Participant or to the Authorized Participant
 Client in respect of any property transferred to the Authorized Participant
 or any Authorized Participant Client that, based on the valuation of such
 property at the time of transfer, should be paid to the Trust. If, however,
 the Trustee so reduces an amount of any property appropriately due to the
 Authorized Participant, the Authorized Participant shall not be required to
 return to the Trust payments, distributions or other amounts equal to such
 reduction that has been paid to the Authorized Participant or the Authorized
 Participant Client as is contemplated in the first sentence of this Section
 1.08(b). Likewise, the Trust acknowledges and agrees to return to the
 Authorized Participant or any Authorized Participant Client any payment,
 distribution or other amount paid to it in respect of any Shares transferred
 to the Trust that, based on the valuation of such Shares at the time of
 transfer, should have been paid to the Authorized Participant or such
 Authorized Participant Client.

 


          Section
1.09. Ambiguous Instructions. In the event that a Purchase Order or
Redemption Order contains terms that differ from the information provided in
the related telephone call or email transmission, the Trustee will attempt to
contact the Authorized Participant to request confirmation of the terms of the
order at the telephone number indicated in the Purchase Order or Redemption
Order. If an Authorized Representative confirms the terms as they appear in the
Purchase Order or Redemption Order, then the order will be accepted and
processed. If an Authorized Representative contradicts the terms of the
Purchase Order or Redemption Order, the order will be deemed invalid, and a
corrected Purchase Order or Redemption Order must be received by the Trustee
not later than the earlier of (i) within fifteen (15) minutes of such contact
with the Authorized Representative or (ii) thirty (30) minutes after the Order
Cutoff Time. For the avoidance of doubt, notwithstanding the invalidation of
the initial Purchase Order or Redemption Order pursuant to this paragraph, a
Purchase Order or Redemption Order that is


S2-3





otherwise in proper form shall be deemed submitted at the time of its
initial submission for purposes of determining when orders are deemed
“received.” If the Trustee is not able to contact an Authorized Person, then
the Purchase Order or Redemption Order shall be accepted and processed in
accordance with its terms notwithstanding any inconsistency from the terms of
the telephone information. In the event that a Purchase Order or Redemption
Order contains terms that are illegible, the submission will be deemed invalid
and the Trustee will attempt to contact the Authorized Participant to request
retransmission. A corrected Purchase Order or Redemption Order must be received
by the Trustee, as applicable, not later than the earlier of (i) within fifteen
(15) minutes of such contact with the Authorized Participant or (ii) thirty (30)
minutes after the Order Cutoff Time.


ARTICLE II


AUTHORIZED REPRESENTATIVES


          Section
2.01. Certification. Concurrently with the execution of the Authorized
Participant Agreement, the Authorized Participant shall deliver to the Trustee
a certificate in a form as attached at Schedule 3-A to the Authorized
Participant Agreement (an “Authorized Representative Certificate”)
signed by the Authorized Participant’s Secretary or other duly authorized
person setting forth the names, signatures, e-mail addresses and telephone and
facsimile numbers of all persons authorized to give instructions relating to
any activity contemplated hereby or any other notice, request or instruction on
behalf of the Authorized Participant (each an “Authorized Representative”).
Such certificate may be accepted and relied upon by the Trustee as conclusive
evidence of the facts set forth therein and shall be considered to be in full
force and effect until (i) receipt by the Trustee of a superseding Authorized
Representative Certificate, or (ii) termination of the Authorized Participant
Agreement. After such Authorized Representative Certificate is accepted by the
Trustee, the Authorized Participant may authorize additional Authorized
Representatives to give instructions relating to any activity contemplated
hereby or any other notice, request or instruction on behalf of the Authorized
Participant by delivering to the Trustee an addendum to the certificate
described above in a form as attached at Schedule 3-B to the Authorized Participant
Agreement. 


          Section
2.02. PIN Numbers. The Trustee shall issue to each Authorized
Participant a unique personal identification number (“PIN Number”) by which such
Authorized Participant shall be identified and instructions issued by the Authorized
Participant shall be authenticated. The PIN Number shall be kept confidential
and only provided to Authorized Representatives. The Authorized Participant may
revoke the PIN Number at any time upon written notice to the Trustee, and the
Authorized Participant shall be responsible for doing so in the event that it
becomes aware that an unauthorized person has received access to its PIN Number
or has or intends to use the PIN Number in an unauthorized manner. Upon receipt
of such written request, the Trustee shall, as promptly as practicable,
de-activate the PIN Number. If an Authorized Participant’s PIN Number is
changed, the new PIN Number will become effective on a date mutually agreed
upon by the Authorized Participant and the Trustee. Except as otherwise
provided in these Standard Terms, the Authorized Participant agrees that,
absent the Trustee’s fraud, gross negligence, bad faith or reckless or willful
misconduct in failing to cancel the PIN Number promptly following a written
request to do so from the Authorized Participant or the termination of the
Authorized Participant Agreement, none of the Trust or the Trustee shall be
liable for losses incurred by the Authorized Participant as a result of
unauthorized use of the Authorized Participant’s PIN Number prior to the time
when the Authorized Participant provides


S2-4





notice to the Trustee of the termination or revocation of authority
pursuant to Section 2.03 and the Trustee has de-activated the PIN Number as
provided for in this paragraph. 


          Section
2.03. Termination of Authority. Upon the termination or revocation of
authority of an Authorized Representative by the Authorized Participant, the
Authorized Participant shall (i) give, as promptly as practicable under the
circumstances, written notice of such fact to the Trustee and such notice shall
be effective upon receipt by the Trustee; and (ii) request a new PIN Number.
The Trustee shall, as promptly as practicable, de-activate the PIN Number upon
receipt of such written notice. 


          Section
2.04. Verification. The Trustee may assume that all instructions issued
to it using the Authorized Participant’s PIN Number have been properly placed
by Authorized Representatives, unless the Trustee has actual knowledge to the
contrary or the Authorized Participant has revoked its PIN Number. The Trustee
shall have no duty to verify that an Order is being placed by an Authorized
Representative that uses a valid PIN Number. The Authorized Participant agrees
that the Trustee shall not be responsible, absent the Trustee’s fraud, gross
negligence, bad faith or reckless or willful misconduct, for any losses
incurred by the Authorized Participant as a result of an Authorized
Representative identifying himself or herself as a different Authorized Representative
or an unauthorized person identifying himself or herself as an Authorized
Representative, unless the Trustee previously received from the Authorized
Participant written notice to revoke its PIN Number. 


ARTICLE III


STATUS OF THE AUTHORIZED PARTICIPANT


          Section
3.01. Clearing Status. The Authorized Participant represents, covenants
and warrants that, as of the date of execution of the Authorized Participant
Agreement, and at all times during the term of the Authorized Participant
Agreement, the Authorized Participant is and will be entitled to use the
clearing and settlement services of each of the national or international
clearing and settlement organizations through which, in compliance with the
Procedures, the transactions contemplated hereby will clear and settle. Any
change in the foregoing status of the Authorized Participant shall terminate
the Authorized Participant Agreement and the Authorized Participant shall give
prompt written notice thereof to the Trustee. 


          Section 3.02.
Broker-Dealer Status. The Authorized Participant represents and warrants
that, if required under U.S. law, it is (i) registered as a broker-dealer under
the Securities Exchange Act of 1934, as amended, (ii) qualified to act as a
broker or dealer in the states or other jurisdictions where it transacts
business to the extent so required by applicable law, and (iii) a member in
good standing with FINRA. The Authorized Participant agrees that it will
maintain such registrations, qualifications, and membership in good standing
and in full force and effect throughout the term of the Authorized Participant
Agreement. The Authorized Participant further agrees to comply with all
applicable U.S. federal laws, the laws of the states or other jurisdictions
concerned, and the rules and regulations promulgated thereunder, to the extent
such laws and regulations are applicable to the Authorized Participant’s
transactions in Shares, and with the FINRA By-Laws and Conduct Rules of the
NASD (or with comparable FINRA Conduct Rules, if such NASD Conduct Rules are
subsequently repealed, rescinded, or are otherwise replaced by FINRA Conduct
Rules) to the extent the foregoing relates to the Authorized Participant’s
transactions in, and activities with respect to, Shares, and that it will not


S2-5





offer or sell Shares in any state or jurisdiction where they may not
lawfully be offered and/or sold. 


          Section
3.03. Foreign Status. If the Authorized Participant is offering and
selling Shares in jurisdictions outside the several states, territories and
possessions of the United States and is not otherwise required to be
registered, qualified, or a member of FINRA as set forth in the preceding
paragraph, the Authorized Participant nevertheless agrees to observe the
applicable laws of the jurisdiction in which such offer and/or sale is made and
to conduct its business in accordance with the FINRA Conduct Rules, to the
extent the foregoing relates to the Authorized Participant’s transactions in,
and activities with respect to, Shares. 


          Section
3.04. Compliance with Certain Laws. If the Authorized Participant is
subject to the requirements of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (the “U.S.A. PATRIOT Act”), the Authorized Participant has policies
and procedures reasonably designed to comply with the anti-money laundering and
related provisions of the U.S.A. PATRIOT Act.


          Section
3.05. Authorized Participant Status. The Authorized Participant
understands and acknowledges that the method by which Baskets of Shares will be
created and traded may raise certain issues under applicable securities laws.
For example, because new Baskets of Shares may be issued and sold by the Trust
on an ongoing basis, at any point a “distribution”, as such term is used in the
1933 Act, may occur. 


ARTICLE IV


ROLE OF AUTHORIZED PARTICIPANT


          Section
4.01. No Agency. The Authorized Participant acknowledges and agrees that
for all purposes of the Authorized Participant Agreement, the Authorized
Participant will have no authority to act as agent for the Trust or the Trustee
in any matter or in any respect. The Authorized Participant agrees to make
itself and its employees available, upon reasonable request, during normal
business hours to consult with the Trustee, the Sponsor or their designees
concerning the performance of the Authorized Participant’s responsibilities
under the Authorized Participant Agreement; provided, however, that the Authorized Participant
shall be under no obligation to divulge or otherwise disclose any information
that the Authorized Participant reasonably believes (i) the disclosure of which
to third parties is in violation of any applicable law or regulation or is
otherwise prohibited, or (ii) is confidential or proprietary in nature. 


          Section
4.02. Rights and Obligations of DTC Participant. The Authorized
Participant, as a DTC Participant, agrees that it shall be bound by all of the
obligations of a DTC Participant in addition to any obligations that it
undertakes hereunder or in accordance with the Procedures. 


          Section
4.03. Beneficial Owner Communications. The Authorized Participant agrees
(i) subject to any limitations arising under federal or state securities laws
relating to privacy, its internal privacy policies, or other obligations it may
have to its customers, to assist the Trustee or the Sponsor in determining
certain information regarding sales of Shares made by or through the Authorized
Participant (including, without limitation, the ownership level of each
beneficial owner relating to positions in Shares that the Authorized
Participant may hold as record holder) upon the request of the Trustee or the
Sponsor that is necessary for the Trustee or Sponsor to


S2-6





comply with their obligations to distribute information to beneficial
owners of Shares under applicable state or federal securities laws or (ii) in
lieu thereof, and at the option of the Authorized Participant, to forward to
such beneficial owners written materials and communications received from the
Sponsor or the Trustee in sufficient quantities to allow mailing thereof to
such beneficial owners, including notices, annual reports, disclosure or other
informational materials and any amendments or supplements thereto that may be
required to be sent by the Sponsor or the Trustee to such beneficial owners
pursuant applicable law or regulation or otherwise, or that the Sponsor or the
Trustee reasonably wishes to distribute to such beneficial owners, in each case
at the expense of the Sponsor and/or the Trust.


          Section
4.04. Authorized Participant Customer Information. The Sponsor and the
Trustee agree that the names and addresses and other information concerning the
Authorized Participant’s customers are and shall remain the sole property of
the Authorized Participant, and none of the Sponsor, the Trust, or the Trustee,
or any of their respective affiliates shall use such names, addresses or other
information for any purpose except in connection with the performance of their
duties and responsibilities under the Authorized Participant Agreement, the
Procedures, the Standard Terms and the applicable Prospectus and except for
servicing and informational mailings related to the Trust(s) referred to in
Section 4.03 above.


ARTICLE V


MARKETING MATERIALS AND REPRESENTATIONS AND
WARRANTIES


          Section
5.01. Authorized Participant’s Representation. The Authorized
Participant represents, warrants and agrees that, in connection with any sale or
solicitation of a sale of Shares, it will not make, or permit any of its
representatives to make on its behalf, any representations concerning Shares
other than those not inconsistent with the Trust’s then current Prospectus or
any promotional materials or sales literature furnished to the Authorized
Participant by the Sponsor. The Authorized Participant agrees not to furnish or
cause to be furnished to any person or display or publish any information or
materials relating to Shares (excluding, without limitation, promotional
materials and sales literature, advertisements, press releases, announcements,
statements, posters, signs or other similar materials not inconsistent with the
Trust’s then current Prospectus and in accordance with applicable laws and regulations,
and any materials prepared and used for the Authorized Participant’s internal
use only or brokerage communications prepared by the Authorized Participant in
the normal course of its business), except such information and materials as
may be furnished to the Authorized Participant by the Sponsor and such other
information and materials as may be approved in writing by the Sponsor. The
Authorized Participant understands that the Trust will not be advertised as
offering redeemable securities, and that any advertising materials will
prominently disclose that the Shares are not redeemable units of beneficial
interest in the Trust. Notwithstanding the foregoing, the Authorized
Participant and its Affiliates and representatives may, without the approval of
the Sponsor, prepare and circulate in the regular course of their respective
businesses, research, reports, marketing materials, sales literature or similar
materials that include information, opinions or recommendations relating to
Shares (i) for public dissemination, provided that such reports, research,
marketing materials, sales literature or other similar materials comply with
applicable FINRA rules and (ii) for internal use by the Authorized Participant
and its Affiliates and representatives. 


S2-7





          Section
5.02. Prospectus. The Sponsor will provide, or cause to be provided, to
the Authorized Participant copies of the then current Prospectus and any
printed supplemental information in reasonable quantities upon request. The
Sponsor will, as promptly as practicable under the circumstances, notify the
Authorized Participant when a revised, supplemented or amended Prospectus for
the Shares is available, and deliver or otherwise make available to the
Authorized Participant copies of such revised, supplemented or amended
Prospectus at such time and in such quantities as may be reasonable to permit
the Authorized Participant to comply with any obligation the Authorized
Participant may have to deliver such Prospectus to its customers. The Sponsor
will make such revised, supplemented or amended Prospectus available to the
Authorized Participant no later than its effective date. The Sponsor shall be
deemed to have complied with this Section 5.02 when the Authorized Participant
has received such revised, supplemented or amended Prospectus by e-mail, in
printable form, with such number of hard copies as may be agreed from time to
time by the parties promptly thereafter


ARTICLE VI


INDEMNIFICATION; LIMITATION OF LIABILITY


          Section
6.01. Indemnification. The provisions of this Section 6.01 shall survive
termination of the Agreement. 


	
  

 	
  

 
	
  

 	
           a. The
 Authorized Participant shall indemnify and hold harmless the Sponsor, in its
 capacity as sponsor of the applicable Trust, the Trustee, the Trust and their
 respective Affiliates, subsidiaries, directors, officers, employees and
 agents, and each person, if any, who controls such persons within the meaning
 of Section 15 of the 1933 Act (each an “AP Indemnified Party”) from and against any
 loss, liability, cost and expense (including reasonable attorneys’ fees)
 incurred by such AP Indemnified Party as a result of (i) any breach by the
 Authorized Participant of any provision of the Authorized Participant
 Agreement that relates to the Authorized Participant; (ii) any failure on the
 part of the Authorized Participant to perform any of its obligations set
 forth in the Authorized Participant Agreement applicable to it; (iii) any
 failure by the Authorized Participant to comply in all material respects with
 applicable laws, including rules and regulations of self-regulatory
 organizations to the extent such laws, rules and regulations are applicable
 to the transactions being undertaken pursuant to the Authorized Participant
 Agreement; or (iv) actions of such AP Indemnified Party pursuant to any
 instructions issued in accordance with the relevant Prospectus, Authorized
 Participant Agreement, the Procedures, or the Standard Terms reasonably
 believed by the AP Indemnified Party to be genuine and to have been given by
 the Authorized Participant except to the extent that the Authorized
 Participant had previously revoked a PIN Number used in giving such
 instructions or representations (where applicable) and such revocation was
 given by the Authorized Participant and received by the Trustee in accordance
 with the terms of Section 2.03 hereto. The Authorized Participant shall not
 be liable under its indemnity agreement contained in this paragraph with
 respect to any claim made against any AP Indemnified Party unless the AP
 Indemnified Party shall have notified the Authorized Participant in writing
 of the claim within a reasonable time after the summons or other first
 written notification giving information of the nature of the claim was served
 upon the AP Indemnified Party (or after the AP Indemnified Party shall have
 received notice of service on any designated agent). However, failure to
 notify the Authorized Participant of any claim shall not relieve the
 Authorized Participant from any liability which it may

 


S2-8









	
  

 	
  

 
	
  

 	
 have to any AP Indemnified Party against whom such action is brought
 otherwise than on account of its indemnity agreement contained in this
 paragraph and shall only release it from such liability under this paragraph
 to the extent it has been materially prejudiced by such failure to give
 notice. The Authorized Participant shall be entitled to participate at its
 own expense in the defense, or, if it so elects, to assume the defense of any
 suit brought to enforce any claims, but if the Authorized Participant elects
 to assume the defense, the defense shall be conducted by counsel chosen by it
 and satisfactory to the AP Indemnified Parties in the suit and who shall not,
 except with consent of the AP Indemnified Parties, be counsel to the
 Authorized Participant. If the Authorized Participant does not elect to
 assume the defense of any suit, it will reimburse the AP Indemnified Parties
 in the suit for the reasonable fees and expenses of any counsel retained by
 them.

 
	
  

 	
  

 
	
  

 	
           b. The
 Sponsor hereby agrees to indemnify and hold harmless the Authorized
 Participant, its Affiliates, subsidiaries, directors, officers, employees and
 agents, and each person, if any, who controls such persons within the meaning
 of Section 15 of the 1933 Act (each a “Sponsor Indemnified Party”) from and
 against any loss, liability, cost and expense (including reasonable
 attorneys’ fees) incurred by such Sponsor Indemnified Party as a result of
 (i) any breach by the Sponsor of any provision of the Authorized
 Participant Agreement that relates to the Sponsor; (ii) any failure on the
 part of the Sponsor to perform any of its obligations set forth in the
 Authorized Participant Agreement applicable to it; (iii) any failure on the
 part of the Sponsor to comply in all material respects with applicable laws,
 including rules and regulations of self-regulatory organizations to the
 extent such laws, rules and regulations are applicable to the transactions
 being undertaken pursuant to the Authorized Participant Agreement; (iv)
 actions of such Sponsor Indemnified Party pursuant to any instructions issued
 or representations made in accordance with the relevant Prospectus,
 Authorized Participant Agreement, the Procedures, or the Standard Terms
 reasonably believed by the Sponsor Indemnified Party to be genuine and to
 have been given by the Sponsor; or (v) any untrue statements or omissions
 made in any promotional material or sales literature furnished to the
 Authorized Participant by the Sponsor or otherwise approved in writing by the
 Sponsor. The Sponsor shall not be liable under its indemnity
 agreement contained in this paragraph with respect to any claim made against
 any Sponsor Indemnified Party unless the Sponsor Indemnified Party shall have
 notified the Sponsor in
 writing of the claim within a reasonable time after the summons or other
 first written notification giving information of the nature of the claim
 shall have been served upon the Sponsor Indemnified Party (or after the
 Sponsor Indemnified Party shall have received notice of service on any designated
 agent). However, failure to notify the Sponsor
 of any claim shall not relieve the Sponsor from any liability which it may have to any Sponsor
 Indemnified Party against whom such action is brought otherwise than on
 account of its indemnity agreement contained in this paragraph and shall only
 release it from such liability under this paragraph to the extent it has been
 materially prejudiced by such failure to give notice. The Sponsor shall be entitled to
 participate at its own expense in the defense, or, if it so elects, to assume
 the defense of any suit brought to enforce any claims, but if the Sponsor
 elects to assume the defense, the defense shall be conducted by counsel
 chosen by it and satisfactory to the Sponsor Indemnified Parties in the suit
 and who shall not, except with the consent of the Sponsor Indemnified
 Parties, be counsel to the Sponsor. If the Sponsor does not elect to assume
 the defense of any suit, it will

 


S2-9









	
  

 	
  

 
	
  

 	
 reimburse the Sponsor Indemnified Parties in the suit for the
 reasonable fees and expenses of any counsel retained by them.

 
	
  

 	
  

 
	
  

 	
           d. No
 indemnifying party, as described in paragraphs (a) and (b) above, shall,
 without the written consent of the AP Indemnified Party or the Sponsor
 Indemnified Party, as the case may be, effect the settlement or compromise
 of, or consent to the entry of any judgment with respect to, any pending or
 threatened action or claim in respect of which indemnification may be sought
 hereunder (whether or not the indemnified party is an actual or potential
 party to such action or claim) unless such settlement, compromise or judgment
 (i) includes an unconditional release of the AP Indemnified Party or Sponsor
 Indemnified Party, as the case may be, from all liability arising out of such
 action or claim and (ii) does not include a statement as to or an admission
 of fault, culpability or a failure to act, by or on behalf of any AP
 Indemnified Party or Sponsor Indemnified Party, as the case may be.

 
	
  

 	
  

 
	
  

 	
           e. The
 Authorized Participant shall not be liable to any AP Indemnified Party for
 any damages arising out of (i) mistakes or errors in data provided in
 connection with purchase or redemption transactions except for data provided
 by the Authorized Participant, or (ii) mistakes or errors by, or arising out
 of interruptions or delays of communications with, the Trustee or any AP
 Indemnified Party. 

 
	
  

 	
  

 
	
  

 	
           f. The
 indemnification provided for in Section 6.01(a) shall not apply to the extent
 any such losses, liabilities, damages, costs and expenses are incurred as a
 result of any fraud, gross negligence, bad faith or reckless or willful
 misconduct on the part of an AP Indemnified Party. The indemnification
 provided for in Section 6.01(b) shall not apply to the extent any such
 losses, liabilities, damages, costs and expenses are incurred as a result of
 any fraud, gross negligence, bad faith or reckless or willful misconduct on
 the part of a Sponsor Indemnified Party.

 
	
  

 	
  

 
	
  

 	
           f. The
 indemnity agreements contained in this Section 6.01 shall remain in full
 force and effect and shall survive any termination of this Agreement. The
 Sponsor and the Authorized Participant agree promptly to notify each other of
 the commencement of any Proceeding against it and against any of their
 officers or directors in connection with the issuance and sale of the Shares
 or in connection with the registration statement or the relevant Prospectus.

 


ARTICLE VII


MISCELLANEOUS


          Section
7.01. Commencement of Trading. The Authorized Participant may not submit
an Order prior to the effectiveness of the registration statement, or amendment
to the registration statement, filed with the Securities and Exchange
Commission and pursuant to which the Authorized Participant is identified as
such in the relevant Prospectus. 


[Signatures
Follow on Next Page]


S2-10






          IN
WITNESS WHEREOF, the Sponsor and the Trustee have
executed these these First Amended and Restated Standard Terms as of the date
set forth above.


THE BANK OF NEW YORK
MELLON, in its capacity as Trustee 


	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Andrew
 Pfeifer

 	
  

 
	
  

 	

 


 	

 


 	
  

 
	
 Name:

 	
 Andrew
 Pfeifer

 	
  

 
	
 Title: 

 	
 Vice
 President

 	
  

 



ETF SECURITIES USA
LLC, in its capacity as Sponsor 


	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Graham
 Tuckwell

 	
  

 
	
  

 	

 


 	

 


 	
  

 
	
 Name:

 	
 Graham
 Tuckwell

 	
  

 
	
 Title: 

 	
 President
 and Chief Executive Officer

 


 [First Amended and Restated Standard Terms Signature Page]


S2-11





SCHEDULE 3-A: AUTHORIZED REPRESENTATIVES OF
THE AUTHORIZED PARTICIPANT


Certificate of Authorized Representatives of the Authorized Participant


          The
following are the names, titles, signatures, phone numbers, and email addresses
of all persons (each, an “Authorized Representative”) authorized to give
instructions relating to any activity contemplated by the Authorized
Participant Agreement between [AUTHORIZED PARTICIPANT], The Bank of New York
Mellon and ETF Securities USA LLC dated [DATE] (the “Agreement”) or any other
notice, request or instruction on behalf of the Authorized Participant pursuant
to the Agreement.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Title:

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature:

 	
  

 	
  

 	
 Signature:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Phone:

 	
  

 	
  

 	
 Phone:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Email:

 	
  

 	
  

 	
 Email:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Title:

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature:

 	
  

 	
  

 	
 Signature:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Phone:

 	
  

 	
  

 	
 Phone:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Email:

 	
  

 	
  

 	
 Email:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Title:

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature:

 	
  

 	
  

 	
 Signature:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Phone:

 	
  

 	
  

 	
 Phone:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Email:

 	
  

 	
  

 	
 Email:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 


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


	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 	
  

 
	
 Title:

 	
  

 
	
 Date: 

 	
  

 


S3-1





SCHEDULE
3-B: ADDENDUM TO CERTIFICATE OF AUTHORIZED 

REPRESENTATIVES OF THE AUTHORIZED PARTICIPANT


 [On AP’s
Firm Letterhead]


 [DATE]


Attn: Jarvis Joseph 

The Bank of New York Mellon 

2 Hanson Place — Floor 9th 

Brooklyn, NY 11217

New York



	
  

 	
  

 
	
 Re:

 	
 Addendum
 to the Certificate of Authorized Representatives for [AUTHORIZED PARTICIPANT]
 under the Authorized Participant Agreement for the relevant Trusts sponsored
 by ETF Securities USA LLC dated [DATE] (the “Agreement”)

 
	

 


 



Ladies and Gentlemen:


          Pursuant
to the Agreement, the following are the names, titles, signatures, phone
numbers, and email addresses of additional Authorized Representatives of [AUTHORIZED
PARTICIPANT] (the “AP”) authorized to give instructions relating to any
activity contemplated by the Agreement or any other notice, request or
instruction on behalf of the AP pursuant to the Agreement. This list of
Authorized Representatives is an addendum and adds further Authorized
Representatives to the AP’s most recently executed certificate (entitled
“Certificate of Authorized Representatives of the Authorized Participant”). 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Title:

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature:

 	
  

 	
  

 	
 Signature:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Phone:

 	
  

 	
  

 	
 Phone:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Email:

 	
  

 	
  

 	
 Email:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Title:

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature:

 	
  

 	
  

 	
 Signature:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Phone:

 	
  

 	
  

 	
 Phone:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Email:

 	
  

 	
  

 	
 Email:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 


          Please
provide PIN numbers for those listed above.


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


	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 	
  

 
	
 Title:

 	
  

 
	
 Date: 

 	
  

 


S3-2