Exhibit 10.2 


EXECUTION COPY 


JPMORGAN CHASE BANK, N.A.


and


THE BANK OF NEW YORK MELLON

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

and not individually


	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 UNALLOCATED 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)

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

 
	
  

 	
  

 
	
 (3)

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

 
	
  

 	
  

 
	
 (4)

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

 
	
  

 	
  

 
	
 (5)

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

 
	
  

 	
  

 
	
 IT IS AGREED AS FOLLOWS 

 
	
  

 
	
 1.

 	
 INTERPRETATION 

 
	
  

 	
  

 
	
 1.1 

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

 
	
  

 	
  

 
	
  

 	
 “Affiliate” means an entity that directly
 or indirectly through one or more

 


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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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 debited
 from the Allocated Account; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “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; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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 “Prospectus” means the prospectus
 constituting a part of the registration statement filed on Form S-1,
 Registration Number 333-168227 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; 

 
	
  

 	
  

 
	
  

 	
 “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; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Shares” means the units of fractional
 undivided beneficial interest in and ownership of the Trust which are issued
 by the Trust, and named “ETFS Physical 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 is open for
 the transaction of business in Singapore; and 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Transfer Notice” means any notice of a
 deposit or withdrawal made pursuant 

 


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 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, each established in the name of
 the Trustee with the Custodian pursuant to this Agreement on an Unallocated
 Basis; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Withdrawal Date” means the London/Singapore
 Business Day on which the Trustee wishes a withdrawal of Bullion from the
 Unallocated 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.

 	
 UNALLOCATED ACCOUNT 

 
	
  

 	
  

 
	
 2.1

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

 
	
  

 	
  

 
	
 2.2

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

 
	
  

 	
  

 
	
 2.3

 	
 Unallocated Account Reports: For each London/Singapore Business Day, by
 no later than the following London/Singapore Business Day, the Custodian will
 provide the Trustee access to information showing the increases and 

 


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 decreases
to the Bullion standing to the Trustee’s credit in the Unallocated Account,
and identifying separately each transaction and the New York Business Day or
London/Singapore Business Day on which it occurred. On each London/Singapore
Business Day on which Bullion is deposited or that is a Withdrawal Date, the
Custodian will send the Trustee a notification of (i) each separate
transaction transferring Bullion to the Unallocated Account, including the
amount of Bullion transferred to the Unallocated Account and the AP Account
or Shareholder Account from which such Bullion is transferred, (ii) the
amount of Bullion transferred from the Unallocated Account to the Allocated
Account or to any AP Account or Shareholder Account and (iii) the amount of
any remaining Bullion in the Unallocated Account, and the Custodian will use
commercially reasonable efforts to send the notification by 9:00 a.m. (New
York time). In addition, the Custodian will provide the Trustee such
information about the increases and decreases to the Bullion standing to the
Trustee’s credit in the Unallocated Account on a same-day basis at such other
times and in such other form as the Trustee and the Custodian shall agree.
For each calendar month, the Custodian will provide the Trustee within a
reasonable time after the end of the month a statement of account for the
Unallocated Account. Such reports will be made available to the Trustee by
means of the Custodian’s proprietary electronic Bullion Transfer System
website (“eBTS”). In the event eBTS is unavailable for any reason, the
Trustee and the Custodian will agree upon a temporary notification system for
making such reports available to the Trustee.  

 
	
  

 	
  

 
	
 2.4

 	
 Reversal of Entries: The Custodian shall reverse any
 provisional or erroneous entries to the Unallocated Account which it
 discovers or of which it is notified with effect back-valued to the date upon
 which the final or correct entry (or no entry) should have been made
 (including, without limitation, where the Custodian has credited a deposit
 made pursuant to clause 3.1(b) and on receipt by the Custodian of the Bullion
 if it is determined that the Bullion does not comply with the Rules or that
 it is not the required weight). 

 
	
  

 	
  

 
	
 2.5

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

 
	
  

 	
  

 
	
 2.6

 	
 Access: The Custodian will allow the Sponsor and
 the Trustee and their Bullion auditors (currently Inspectorate International
 Limited) access to its premises during normal business hours, to examine the
 Bullion and such records, as they may reasonably require to perform their
 respective duties with regard to investors in Shares. The Trustee agrees that
 any such access shall be subject to execution of a confidentiality agreement
 and agreement to the Custodian’s security procedures, and such audit shall be
 at the Trust’s expense and shall be limited to no more than twice a calendar
 year, provided however that any second visit within the same calendar year
 shall be subject to the consent of the Custodian, such consent not to be
 unreasonably withheld. 

 
	
  

 	
  

 
	
 3.

 	
 DEPOSITS 

 


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 3.1

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 No
 other methods of deposit are permitted. 

 
	
  

 	
  

 	
  

 
	
 3.2

 	
 Loco Designation for Deposits: The Custodian shall receive deposits of
 Bullion pursuant to clause 3.1 as follows: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 if
 pursuant to clause 3.1(a) and (b) above, then into the Unallocated Account
 loco Singapore; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 if
 pursuant to clause 3.1(c) above, then into the Unallocated Account loco
 London or loco Singapore, provided that the loco designation shall be the
 same as for the AP Account from which the transfer is made. 

 
	
  

 	
  

 	
  

 
	
 3.3

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

 
	
  

 	
  

 	
  

 
	
 3.4

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

 


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 4.

 	
 WITHDRAWALS 

 
	
  

 	
  

 	
  

 
	
 4.1

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 transfer
 of Bullion to the Allocated Account; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 4.2

 	
 Loco Designations for Withdrawals: The Custodian shall transfer Bullion from
 the Unallocated Account loco Singapore for all withdrawals under clause 4.1. 

 
	
  

 	
  

 	
  

 
	
 4.3

 	
 Loco Swaps: In the event that the Custodian receives a
 loco London deposit pursuant to clause 3.1(c) above, the Custodian shall
 effectuate withdrawals pursuant to clause 4.1(c) above by transferring
 Bullion from the Unallocated Account loco London to the Unallocated Account
 loco Singapore and then to 

 


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 the
 Allocated Account. In the event that the Custodian receives a loco London
 withdrawal pursuant to clause 4.1(a) above, the Custodian shall effectuate
 deposits pursuant to clause 3.1(a) above by transferring Bullion from the
 Allocated Account to the Unallocated Account loco Singapore and then to the
 Unallocated Account loco London. The Custodian shall bear all costs,
 including all insurance costs, relating to any transfers of Bullion between
 loco London and loco Singapore. 

 
	
  

 	
  

 	
  

 
	
 4.4

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 4.5

 	
 Right to Amend Procedure: The Custodian may amend the procedure for
 the withdrawal of Bullion from the Unallocated Account only where such
 amendment is caused by a change in the Rules or procedures of the Relevant
 Association. Any such amendment will be subject to the notification
 conditions of the preceding clause 3.4 and will be promptly notified to the
 Sponsor and the Trustee, such notice to be given in advance of implementation
 whenever practicable. 

 
	
  

 	
  

 	
  

 
	
 4.6

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

 


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 excessive
 or delivery is impracticable for any reason. With the exception of any
 delivery of Bullion between loco London and loco Singapore under clause 4.3,
 all insurance and transportation costs shall be for the account of the Trust.
 

 
	
  

 	
  

 
	
 4.7

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

 
	
  

 	
  

 
	
 4.8

 	
 Allocation: Subject to clause 5.2 below, in the case
 of a transfer under clause 4.1(c), the Custodian will use its commercially
 reasonable endeavours to complete the allocation of such deposits of Bullion
 by not later than 2:00 p.m. (London time) on the London/Singapore Business
 Day after receipt of notice given in the form prescribed in clause 4.4(b). Following
 the Custodian’s receipt of such notice, the Custodian shall identify bars of
 a weight most closely approximating, but not exceeding, the balance in the
 Unallocated Account and shall transfer such weight from the Unallocated
 Account to the Allocated Account. The Trustee acknowledges that the process
 of allocation of Bullion to the Allocated Account from the Unallocated
 Account may involve minimal adjustments to the weights of Bullion to be
 allocated to adjust such weight to the number of whole bars available. 

 
	
  

 	
  

 
	
 5.

 	
 INSTRUCTIONS 

 
	
  

 	
  

 
	
 5.1

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

 
	
  

 	
  

 
	
 5.2

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

 


10









	
  

 	
  

 
	
 5.3

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

 
	
  

 	
  

 
	
 5.4

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

 
	
  

 	
  

 
	
 5.5

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

 
	
  

 	
  

 
	
 5.6

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

 
	
  

 	
  

 
	
 6.

 	
 CONFIDENTIALITY 

 
	
  

 	
  

 
	
 6.1

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

 
	
  

 	
  

 
	
 6.2

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

 
	
  

 	
  

 
	
 7.

 	
 CUSTODY SERVICES 

 
	
  

 	
  

 
	
 7.1

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

 


11









	
  

 	
  

 	
  

 
	
 7.2

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

 
	
  

 	
  

 	
  

 
	
 7.3

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

 
	
  

 	
  

 	
  

 
	
 8.

 	
 REPRESENTATIONS 

 
	
  

 	
  

 	
  

 
	
 8.1

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (1)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 the
 person entering into this Agreement on the Trustee’s behalf has been duly
 authorized to do so; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

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

 
	
  

 	
  

 	
  

 
	
 8.2

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (1)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

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

 
	
  

 	
  

 	
  

 
	
 9.

 	
 FEES AND EXPENSES 

 
	
  

 	
  

 	
  

 
	
 9.1

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

 


12







	
  

 	
  

 
	
 9.2

 	
 Expenses:
 The Trustee has procured the Sponsor’s written agreement, to which the
 Custodian has agreed, to pay to the Custodian on demand all costs, charges
 and expenses (excluding (i) any relevant taxes and VAT, duties and other
 governmental charges, (ii) fees for storage and insurance of the Bullion,
 which will be recovered under the Allocated Account Agreement, and (iii)
 indemnification obligations of the Trustee under clause 11.5, which will be
 paid under the following sentence) incurred by the Custodian in connection
 with the performance of its duties and obligations under this Agreement or
 otherwise in connection with the Bullion. The Trustee will procure payment on
 demand, solely from and to the extent of the assets of the Trust, of any
 other costs, charges and expenses not paid by the Sponsor under its agreement
 with the Custodian procured under this clause 9.2 (including any relevant
 taxes and VAT, duties, other governmental charges and indemnification claims
 of the Custodian payable by the Trustee pursuant to clause 11.5, but
 excluding fees for storage and insurance of the Bullion, which will be
 recovered under the Allocated Account Agreement) incurred by the Custodian in
 connection with the Bullion.

 
	
  

 	
  

 
	
 9.3

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

 
	
  

 	
  

 
	
 9.4

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

 
	
  

 	
  

 
	
 9.5

 	
 Recovery from
 Trust: Amounts payable pursuant to this clause 9
 shall not be debited from the Unallocated Account, but shall be payable on
 behalf of the Trust, and the Custodian hereby acknowledges that it will have
 no recourse against Bullion standing to the credit of the Unallocated Account
 or to the Trustee in respect of any such amounts.

 
	
  

 	
  

 
	
 10.

 	
 VALUE ADDED TAX 

 
	
  

 	
  

 
	
 10.1

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

 
	
  

 	
  

 
	
 10.2

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

 
	
  

 	
  

 
	
 11.

 	
 SCOPE OF RESPONSIBILITY 

 
	
  

 	
  

 
	
 11.1

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

 


13









	
  

 	
  

 
	
  

 	
 for any loss or damage suffered as a direct result of any negligence,
 fraud or wilful default on its part in the performance of its duties, and in
 which case its liability will not exceed the market value of the Bullion lost
 or damaged at the time such negligence, fraud or wilful default is discovered
 by the Custodian, provided that the Custodian notifies the Trust and the
 Trustee promptly after any discovery of such lost or damaged Bullion. If the
 Custodian delivers from the Unallocated Account Bullion that is not of the
 fine weight the Custodian has represented to the Trustee, recovery by the
 Trustee, to the extent such recovery is otherwise allowed, shall not be barred
 by any delay in asserting a claim because of the failure to discover such
 loss or damage regardless of whether such loss or damage could or should have
 been discovered.

 
	
  

 	
  

 
	
 11.2

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

 
	
  

 	
  

 
	
 11.3

 	
 Insurance:
 The Custodian (or one of its Affiliates) shall make such insurance
 arrangements from time to time in connection with the Custodian’s custodial
 obligations under this Agreement as the Custodian considers appropriate and
 will be responsible for all costs, fees and expenses (including any relevant
 taxes) in relation to such insurance policy or policies. Upon reasonable
 prior written notice, in connection with the preparation of the initial
 registration statement under the United States Securities Act of 1933, as
 amended, covering any Shares, the Custodian will allow its insurance to be
 reviewed by the Trustee and by the Sponsor. The Custodian also will allow the
 Trustee and the Sponsor to review such insurance in connection with any
 amendment to that initial registration statement and from time to time, in
 each case upon reasonable prior written notice from the Trustee. Any
 permission to review the Custodian’s insurance is limited to the term of this
 Agreement and is conditioned on the reviewing party executing a form of
 confidentiality agreement provided by the Custodian, or if the
 confidentiality agreement is already in force, acknowledging that the review
 is subject thereto.

 
	
  

 	
  

 
	
 11.4

 	
 Force Majeure:
 The Custodian shall not be liable for any delay in performance, or for the
 non-performance, of any of its obligations under this Agreement by reason of
 any cause beyond the Custodian’s reasonable control. This includes any act of
 God or war or terrorism or any breakdown, malfunction or failure of
 transmission, communication or computer facilities, industrial action, acts
 and regulations of any governmental or supra national bodies or authorities
 or regulatory or self-regulatory organization or failure of any such body,
 authority or organization, for any reason, to perform its obligations;
 provided, however, that the Custodian agrees to use reasonable efforts to
 assist the Trustee in finding a replacement custodian (including, but not
 limited to, agreeing to an assignment of its rights and obligations
 hereunder) should any event described in this clause 11.4 so prevent the
 Custodian from performing its obligations.

 
	
  

 	
  

 
	
 11.5

 	
 Indemnity:
 The Trustee, solely from and to the extent of the assets of the Trust, shall
 indemnify and keep indemnified the Custodian (on an after tax basis) on
 demand against all costs and expenses, damages, liabilities and 

 


14









	
  

 	
  

 	
  

 
	
  

 	
 losses (other than VAT and the expenses assumed by the Sponsor under
 its agreement with the Custodian procured under clause 9.2) which the
 Custodian may suffer or incur, directly or indirectly in connection with this
 Agreement except to the extent that such sums are due directly to the
 negligence, wilful default or fraud of the Custodian.

 
	
  

 	
  

 	
  

 
	
 11.6

 	
 Third Parties:
 Except with respect to the Trust, which shall be considered a beneficiary of
 this entire Agreement, and the Sponsor, which shall be a beneficiary (as
 applicable) of clauses 2.6 and 11.3, the Custodian does not owe any duty or
 obligation or have any liability towards any person who is not a party to
 this Agreement. Except as set forth in this clause 11.6, this Agreement does
 not confer a benefit on any person who is not a party to it. The parties to
 this Agreement do not intend that any term of this Agreement shall be
 enforceable by any person who is not a party to it and do intend that the
 Contracts (Rights of Third Parties) 1999 Act shall not apply to this
 Agreement, provided that the Sponsor may enforce its rights under clauses 2.6
 and 11.3. Nothing in this paragraph is intended to limit the obligations
 hereunder of any successor Trustee of the Trust or to limit the right of any
 successor Trustee of the Trust to enforce the Custodian’s obligations
 hereunder.

 
	
  

 	
  

 	
  

 
	
 12.

 	
 TERM AND TERMINATION

 
	
  

 	
  

 	
  

 
	
 12.1

 	
 Method:
 Subject to clause 12.2 below, either the Trustee or the Custodian may
 terminate this Agreement for any reason, including if the Custodian 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. 

 
	
  

 	
  

 	
  

 
	
 12.2

 	
 Term:
 This Agreement shall have a fixed term up to and including five years and
 will automatically renew for a further term of five years thereafter unless
 terminated by the parties in accordance with this clause 12; provided that during such periods
 this Agreement may be terminated immediately upon written notice as follows: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (1)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

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

 


15









	
  

 	
  

 	
  

 
	
  

 	
 (3)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (4)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (5)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (6)

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

 
	
  

 	
  

 	
  

 
	
 12.3

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

 
	
  

 	
  

 	
  

 
	
 12.4

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

 
	
  

 	
  

 	
  

 
	
 12.5

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

 
	
  

 	
  

 	
  

 
	
 13.

 	
 NOTICES

 
	
  

 	
  

 	
  

 
	
 13.1

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

 
	
  

 	
  

 	
  

 
	
 13.2

 	
 General Notices:
 Any General Notice shall be in writing in English and shall be marked “Urgent
 – This Requires Immediate Attention” and shall be signed by or on behalf of
 the party giving it (or its duly authorized representative). Any General
 Notice shall be given, made or served by sending the same by pre-paid
 registered post (first class if inland, first class airmail if overseas) or 

 


16









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 13.3

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

 
	
  

 	
  

 	
  

 
	
  

 	
 The Custodian:

 	
 JPMorgan Chase Bank, N.A. 

 
	
  

 	
  

 	
 125 London Wall

 
	
  

 	
  

 	
 London EC2Y 5AJ

 
	
  

 	
  

 	
 Attention:
 Peter Smith – Global Commodities

 
	
  

 	
  

 	
 Facsimile
 No. +44 207 777 4915

 
	
  

 	
  

 	
  

 
	
  

 	
 The Trustee:

 	
 The Bank of
 New York Mellon

 
	
  

 	
  

 	
 2 Hanson
 Place

 
	
  

 	
  

 	
 Brooklyn,
 New York 11217

 
	
  

 	
  

 	
 Attention:
 Donald Guire

 
	
  

 	
  

 	
 Facsimile:
 718-315-4927

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 The Sponsor:

 	
 ETF
 Securities USA LLC

 
	
  

 	
  

 	
 Ordnance
 House

 
	
  

 	
  

 	
 31 Pier Road

 
	
  

 	
  

 	
 St. Helier,
 Jersey

 
	
  

 	
  

 	
 JE4 Channel
 Islands

 
	
  

 	
  

 	
 Fax:
 +441534825335

 
	
  

 	
  

 	
 Attention:
 US Fund Services

 
	
  

 	
  

 	
  

 
	
 13.4

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

 
	
  

 	
  

 
	
 14.

 	
 GENERAL

 
	
  

 	
  

 
	
 14.1

 	
 Role of Trustee:
 The Trustee is a party to this Agreement solely in its capacity as Trustee
 for the Shareholders and accordingly (i) the Trustee shall only be liable to
 satisfy any obligations under this Agreement, including any obligations or
 liabilities arising in connection with any default by the Trustee under this
 Agreement, to the extent of the assets held from time to time by the Trustee
 as trustee of the trusts constituted by the Trust Agreement (the “Trust Assets”) to the extent authorized
 by the Trust Agreement and (ii) no recourse shall be had to (a) any assets
 other than the Trust Assets, including any of the 

 


17









	
  

 	
  

 
	
  

 	
 assets held
 by the Trustee as trustee, co-trustee or nominee of a trust other than the
 trusts constituted by the Trust Agreement, as owner in its individual capacity
 or in any way other than as trustee of the trusts constituted by the Trust
 Agreement; or (b) the Trustee for any assets that have been distributed by
 the Trustee to the beneficiaries of the trusts constituted by the Trust
 Agreement.

 
	
  

 	
  

 
	
 14.2

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

 
	
  

 	
  

 
	
 14.3

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

 
	
  

 	
  

 
	
 14.4

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

 
	
  

 	
  

 
	
 14.5

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

 
	
  

 	
  

 
	
 14.6

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

 


18









	
  

 	
  

 
	
 14.7

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

 
	
  

 	
  

 
	
 14.8

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

 
	
  

 	
  

 
	
 14.9

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

 
	
  

 	
  

 
	
 14.10

 	
 Prior Agreements:
 The Custodian or any member of the JP Morgan group of companies (the “JP Morgan Group”) may trade in Shares for
 its own account as principal, may have underwritten or may underwrite an
 issue of Shares or, together with any such entities’ directors, officers or
 employees, may have a long or short position in Shares or in any related
 security or instrument. Brokerage or other fees may be earned by any member
 of the JP Morgan Group or persons associated with them in respect of any
 business transacted by them in all or any of the aforementioned securities or
 instruments. This Agreement supersedes and replaces any prior existing
 agreement between the parties hereto relating to the same subject matter. 

 
	
  

 	
  

 
	
 15.

 	
 GOVERNING LAW AND JURISDICTION 

 
	
  

 	
  

 
	
 15.1

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

 
	
  

 	
  

 
	
 15.2

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

 
	
  

 	
  

 
	
 15.4

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

 


19









	
  

 	
  

 
	
 15.5

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

 
	
  

 	
  

 
	
  

 	
 Custodian’s Address for service of process:
 

 
	
  

 	
  

 
	
  

 	
 JPMorgan Chase Bank, N.A. 

 
	
  

 	
 125 London Wall

 
	
  

 	
 London EC2Y 5AJ

 
	
  

 	
 Facsimile
 No.: +44 207 777 4915

 
	
  

 	
 Attention:
 Peter Smith – Global Commodities

 
	
  

 	
  

 
	
  

 	
 With a copy to:

 
	
  

 	
  

 
	
  

 	
 JPMorgan
 Chase Bank, N.A.

 
	
  

 	
 125 London
 Wall, 13th Floor

 
	
  

 	
 London EC2Y
 5AJ

 
	
  

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

 
	
  

 	
 Attention:
 Legal Department-FX and Derivatives Group

 
	
  

 	
  

 
	
  

 	
 Trustee’s Address for service of process:

 
	
  

 	
  

 
	
  

 	
 The Bank of
 New York Mellon

 
	
  

 	
 One Wall
 Street

 
	
  

 	
 New York,
 New York 10286 

 
	
  

 	
 Attention:
 Legal Department

 


20









	
  

 
	
  EXECUTED by
 the parties:

 
	
  

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

 
	
  

 
	
 Signature /s/ Peter L. Smith

 
	


 



 
	
  

 
	
 Name        Peter L. Smith

 
	
  

 
	
 Title        Executive Director

 
	
  

 
	
 Signed on
 behalf of and for 

 
	
 THE BANK OF NEW YORK MELLON solely in its
 capacity as 

 
	
 trustee of the ETFS Asian Gold Trust and not individually
 by 

 
	
  

 
	
 Signature /s/ Andrew Pfeifer

 
	


 



 
	
  

 
	
 Name        Andrew Pfeifer

 
	
  

 
	
 Title        Vice President

 



 [Signature Page to ETFS Asian Gold Trust 

UnAllocated Account Agreement]


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