Exhibit 10.1


EXECUTION COPY 


JPMORGAN CHASE BANK, N.A.


and


THE BANK OF NEW YORK MELLON

solely in its capacity as trustee of the ETFS Asian Gold Trust

and not individually


	
  

 
	

 


 
	
  

 
	
 ALLOCATED ACCOUNT AGREEMENT

 
	
  

 
	

 


 









THIS AGREEMENT is made with effect on and from January 10,
2011


BETWEEN


	
  

 	
  

 
	
 (1)

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

 
	
  

 	
  

 
	
 (2)

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

 


INTRODUCTION


	
  

 	
  

 
	
 (1)

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

 
	
  

 	
  

 
	
 (2)

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

 
	
  

 	
  

 
	
 (3)

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

 
	
  

 	
  

 
	
 (4)

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

 


IT IS AGREED AS FOLLOWS


	
  

 	
  

 
	
 1.

 	
 INTERPRETATION

 
	
  

 	
  

 
	
 1.1

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

 
	
  

 	
  

 
	
  

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

 


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 “Allocated Account”
 means the allocated Bullion account, number 01588, established in the name of
 the Trustee with the Custodian pursuant to this Agreement;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Prospectus” means the
 prospectus constituting a part of the registration statement filed on Form
 S-1, Registration Number 333-168277 with the Securities Exchange Commission
 in accordance with the U.S. Securities Act of 1933, as amended, in relation
 to the Shares dated on or about January 10, 2011, as the same may be
 modified, supplemented or amended from time to time;

 
	
  

 	
  

 
	
  

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

 


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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Relevant Association”
 means the London Bullion Market Association or its successors;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Singapore Business Day” means a day
 (other than a Saturday or a Sunday or a public holiday in Singapore) on which
 commercial banks generally and the Singapore gold bullion market are open for
 the transaction of business in Singapore; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Trust” means the ETFS Asian
 Gold Trust formed pursuant to the Trust Agreement;

 
	
  

 	
  

 
	
  

 	
 “Trust Agreement” means
 the Depositary Trust Agreement of the ETFS Asian Gold Trust dated on or about
 January 10, 2011, as amended from time to time, between ETF Securities USA LLC, as Sponsor,
 and The Bank of New York Mellon, as Trustee; 

 
	
  

 	
  

 
	
  

 	
 “Unallocated Account”
 means the loco London unallocated Bullion account, number 01589, or the loco
 Singapore unallocated Bullion, account number 01596,

 


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 each established in the name of the Trustee with the Custodian
 pursuant to the Unallocated Account Agreement;

 
	
  

 	
  

 
	
  

 	
 “Unallocated Account Agreement”
 means the Unallocated Account Agreement dated January 10, 2011 between the
 Trustee and the Custodian pursuant to which the Unallocated Account is
 established and operated;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 






	
  

 	
  

 
	
 1.2

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

 
	
  

 	
  

 
	
 1.3

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

 
	
  

 	
  

 
	
 2.

 	
 ALLOCATED ACCOUNT

 
	
  

 	
  

 
	
 2.1

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

 
	
  

 	
  

 
	
 2.2

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

 
	
  

 	
  

 
	
 2.3

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

 
	
  

 	
  

 
	
 2.4

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

 
	
  

 	
  

 
	
 2.5

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

 


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 2.6

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

 
	
  

 	
  

 
	
 2.7

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

 
	
  

 	
  

 
	
 3.

 	
 DEPOSITS

 
	
  

 	
  

 
	
 3.1

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

 
	
  

 	
  

 
	
 3.2

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

 
	
  

 	
  

 
	
 3.3

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

 
	
  

 	
  

 
	
 4.

 	
 WITHDRAWALS

 
	
  

 	
  

 
	
 4.1

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

 
	
  

 	
  

 
	
 4.2

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

 


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 4.3

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

 
	
  

 	
  

 
	
 4.4

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

 
	
  

 	
  

 
	
 4.5

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

 
	
  

 	
  

 
	
 4.6

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

 
	
  

 	
  

 
	
 4.7

 	
 Risk: With the exception of any transfer of
 Bullion between loco London and loco Singapore pursuant to clause 4.3 of the
 Unallocated Account Agreement, which shall be at the Custodian’s risk, where
 there is a shipment to or from the Custodian of Bullion, all right, title and
 risk in and to such Bullion shall pass at the Point of Delivery to the
 relevant person for whose account the Bullion is being delivered.

 
	
  

 	
  

 
	
 5.

 	
 INSTRUCTIONS

 
	
  

 	
  

 
	
 5.1

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

 


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 purport to emanate from, any person who appears to have such
 authority.

 
	
  

 	
  

 
	
 5.2

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

 
	
  

 	
  

 
	
 5.3

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

 
	
  

 	
  

 
	
 5.4

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

 
	
  

 	
  

 
	
 5.5

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

 
	
  

 	
  

 
	
 6.

 	
 CONFIDENTIALITY

 
	
  

 	
  

 
	
 6.1

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

 
	
  

 	
  

 
	
 6.2

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

 
	
  

 	
  

 
	
 7.

 	
 CUSTODY SERVICES

 
	
  

 	
  

 
	
 7.1

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

 


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 7.2

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

 
	
  

 	
  

 
	
 7.3

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

 
	
  

 	
  

 
	
 7.4

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

 
	
  

 	
  

 
	
 8.

 	
 SUB-CUSTODIANS

 
	
  

 	
  

 
	
 8.1

 	
 Sub-Custodians: The Custodian may employ Sub-Custodians
 solely for the temporary custody and safekeeping of Bullion until transported
 to the Custodian’s Singapore vault premises as provided in clause 7.4. The
 Sub-Custodians the Custodian selects may themselves select sub-custodians to
 provide such temporary custody and safekeeping of Bullion, but such
 sub-custodians shall not by such selection or otherwise be, or be considered
 to be, a Sub-Custodian as such term is used herein. The Custodian will use
 reasonable care in selecting any Sub-Custodian. As of the date of this
 Agreement, the Sub-Custodians that the Custodian uses are: the Bank of
 England, Barclays Bank plc, Brink’s Global Services Inc., Deutsche Bank AG,
 HSBC Bank USA, N.A., The Bank of Nova Scotia—ScotiaMocatta, Union Bank of
 Switzerland (UBS) and Via Mat International. The Custodian will notify each
 of the Trustee and the Sponsor if it selects any additional Sub-Custodian, or
 stops using any Sub-Custodian for such purpose. The receipt of notice by each
 of the Trustee and the Sponsor that the Custodian has selected a
 Sub-Custodian (including those named in this clause 8.1) shall not be deemed
 to limit the Custodian’s responsibility in selecting such Sub-Custodian. 

 
	
  

 	
  

 
	
 8.2

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

 


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 9.

 	
 REPRESENTATIONS

 
	
  

 	
  

 
	
 9.1

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

 






	
  

 	
  

 	
  

 
	
  

 	
 (1)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

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

 






	
  

 	
  

 
	
 9.2

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

 






	
  

 	
  

 	
  

 
	
  

 	
 (1)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

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

 






	
  

 	
  

 
	
 10.

 	
 FEES AND EXPENSES

 
	
  

 	
  

 
	
 10.1

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

 


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 10.2

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

 
	
  

 	
  

 
	
 10.3

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

 
	
  

 	
  

 
	
 10.4

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

 
	
  

 	
  

 
	
 10.5

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

 
	
  

 	
  

 
	
 11.

 	
 VALUE ADDED TAX

 
	
  

 	
  

 
	
 11.1

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

 
	
  

 	
  

 
	
 11.2

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

 
	
  

 	
  

 
	
 12.

 	
 SCOPE OF RESPONSIBILITY

 
	
  

 	
  

 
	
 12.1

 	
 Exclusion of Liability: The Custodian will use
 reasonable care in the performance of its duties under this Agreement and
 will only be responsible for

 



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 any loss or damage suffered as a direct result of any negligence,
 fraud or wilful default on its part in the performance of its duties, and in
 which case its liability will not exceed the market value of the Bullion lost
 or damaged at the time such negligence, fraud or wilful default is discovered
 by the Custodian, provided the Custodian notifies the Trustee promptly after
 any discovery of such lost or damaged Bullion.

 
	
  

 	
  

 
	
 12.2

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

 
	
  

 	
  

 
	
 12.3

 	
 Insurance: The Custodian (or one of its Affiliates) shall make such insurance arrangements from
 time to time in connection with the Custodian’s custodial obligations as the
 Custodian considers appropriate, and the Custodian will be responsible for
 all costs, fees and expenses (including any relevant taxes) in relation to
 any such insurance policy or policies; provided, however, that, unless
 the Sponsor wishes to enter into additional insurance arrangements
 specifically relating to the Bullion held in the Allocated Account, the
 Custodian is under no duty or obligation to specifically insure such Bullion
 against any risk (including the risk of loss, damage, destruction or
 mis-delivery) and, in respect of any such insurance specifically relating to
 the Trust’s Bullion held in the Allocated Account, the Trust will be responsible
 for all costs, fees and expenses (including any relevant taxes) in relation
 to the insurance policy. Upon reasonable prior written notice, in connection
 with the preparation of the initial registration statement under the United
 States Securities Act of 1933, as amended, covering any Shares, the Custodian
 will allow its insurance to be reviewed by the Trustee and by the Sponsor.
 The Custodian also will allow the Trustee and the Sponsor to review such
 insurance in connection with any amendment to that initial registration
 statement and from time to time, in each case upon reasonable prior written
 notice from the Trustee. Any permission to review the Custodian’s insurance
 is limited to the term of this Agreement and is conditioned on the reviewing
 party executing a form of confidentiality agreement provided by the
 Custodian, or if the confidentiality agreement is already in force,
 acknowledging that the review is subject thereto.

 
	
  

 	
  

 
	
 12.4

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

 


11









	
  

 	
  

 
	
 12.5

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

 
	
  

 	
  

 
	
 12.6

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

 
	
  

 	
  

 
	
 13.

 	
 TERM AND TERMINATION

 
	
  

 	
  

 
	
 13.1

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

 






	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 the date on which the termination will take effect;

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

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

 






	
  

 	
  

 
	
 13.2

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

 






	
  

 	
  

 	
  

 
	
  

 	
 (1)

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

 


12









	
  

 	
  

 	
  

 
	
  

 	
 (2)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (4)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (5)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (6)

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

 






	
  

 	
  

 
	
 13.3

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

 
	
  

 	
  

 
	
 13.4

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

 
	
  

 	
  

 
	
 13.5

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

 
	
  

 	
  

 
	
 14.

 	
 NOTICES

 
	
  

 	
  

 
	
 14.1

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

 


13









	
  

 	
  

 
	
 14.2

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

 
	
  

 	
  

 
	
 14.3

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

 






	
  

 	
  

 	
  

 
	
  

 	
 The
 Custodian:

 	
 JPMorgan
 Chase Bank, N.A. 

 
	
  

 	
  

 	
 125
 London Wall

 
	
  

 	
  

 	
 London
 EC2Y 5AJ

 
	
  

 	
  

 	
 Attention: Peter Smith –
 Global Commodities

 
	
  

 	
  

 	
 Facsimile No. +44 207 777
 4915

 
	
  

 	
  

 	
  

 
	
  

 	
 The Trustee:

 	
 The Bank of New York
 Mellon

 
	
  

 	
  

 	
 2 Hanson Place

 
	
  

 	
  

 	
 Brooklyn, New York 11217

 
	
  

 	
  

 	
 Attention: Donald Guire

 
	
  

 	
  

 	
 Facsimile: 718-315-4927

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 The Sponsor:

 	
 ETF Securities USA LLC

 
	
  

 	
  

 	
 Ordnance House

 
	
  

 	
  

 	
 31 Pier Road

 
	
  

 	
  

 	
 St. Helier, Jersey

 
	
  

 	
  

 	
 JE4 Channel Islands

 
	
  

 	
  

 	
 Fax: +441534825335

 
	
  

 	
  

 	
 Attention: US Fund Services

 






	
  

 	
  

 
	
 14.4

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

 
	
  

 	
  

 
	
 15.

 	
 GENERAL

 
	
  

 	
  

 
	
 15.1

 	
 Role of Trustee: The Trustee is a party to this
 Agreement in its capacity as Trustee for the Shareholders and accordingly (i)
 the Trustee shall only be liable to satisfy any obligations under this
 Agreement, including any obligations or liabilities arising in connection
 with any default by the Trustee under this

 


14









	
  

 	
  

 
	
  

 	
 Agreement, to the extent of the assets held from time to time by the
Trustee as trustee of the trusts constituted by the Trust Agreement (the
“Trust Assets”) to the extent authorized by the Trust Agreement and (ii) no
recourse shall be had to (a) any assets other than the Trust Assets,
including any of the assets held by the Trustee as trustee, co-trustee or
nominee of a trust other than the trusts constituted by the Trust Agreement,
as owner in its individual capacity or in any way other than as trustee of
the trusts constituted by the Trust Agreement; or (b) the Trustee for any
assets that have been distributed by the Trustee to the beneficiaries of the
trusts constituted by the Trust Agreement. 

 
	
  

 	
  

 
	
 15.2

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

 
	
  

 	
  

 
	
 15.3

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

 
	
  

 	
  

 
	
 15.4

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

 
	
  

 	
  

 
	
 15.5

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

 
	
  

 	
  

 
	
 15.6

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

 


15









	
  

 	
  

 
	
 15.7

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

 
	
  

 	
  

 
	
 15.8

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

 
	
  

 	
  

 
	
 15.9

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

 
	
  

 	
  

 
	
 15.10

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

 
	
  

 	
  

 
	
 16.

 	
 GOVERNING LAW AND JURISDICTION 

 
	
  

 	
  

 
	
 16.1

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

 
	
  

 	
  

 
	
 16.2

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

 
	
  

 	
  

 
	
 16.3

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

 


16









	
  

 	
  

 
	
 16.4

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

 






	
  

 	
  

 
	
  

 	
 Custodian’s Address for service of
 process:

 
	
  

 	
  

 
	
  

 	
 JPMorgan
 Chase Bank, N.A. 

 
	
  

 	
 125
 London Wall

 
	
  

 	
 London
 EC2Y 5AJ

 
	
  

 	
 Facsimile
 No.: +44 207 777 4915

 
	
  

 	
 Attention:
 Peter Smith – Global Commodities

 
	
  

 	
  

 
	
  

 	
 With a copy to:

 
	
  

 	
  

 
	
  

 	
 JPMorgan Chase Bank, N.A.

 
	
  

 	
 125 London Wall, 13th Floor

 
	
  

 	
 London EC2Y 5AJ

 
	
  

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

 
	
  

 	
 Attention: Legal Department-FX and Derivatives Group

 
	
  

 	
  

 
	
  

 	
 Trustee’s Address for service of process:

 
	
  

 	
  

 
	
  

 	
 The Bank of New York Mellon

 
	
  

 	
 One Wall Street

 
	
  

 	
 New York, New York 10286 

 
	
  

 	
 Attention: Legal
 Department 

 


17









	
  

 
	
 EXECUTED by the Parties:

 
	
  

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

 
	
  

 
	
 Signature /s/ Peter L.
 Smith

 
	


 



 
	
  

 
	
 Name        Peter L. Smith

 
	
  

 
	
 Title        Executive Director

 
	
  

 
	
 Signed on behalf of and
 for

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

 
	
  

 
	
 Signature /s/ Andrew
 Pfeifer

 
	


 



 
	
  

 
	
 Name        Andrew Pfeifer

 
	
  

 
	
 Title        Vice President

 


[Signature
Page to ETFS Asian Gold Trust 

Allocated Account Agreement] 


18