Exhibit 10.3


The Depository Trust Company 

A subsidiary of the Depository Trust & Clearing Corporation



BLANKET ISSUER LETTER OF REPRESENTATIONS 


ETFS ASIAN GOLD TRUST


December 29, 2010

(Date)


Attention: Underwriting Department

The Depository Trust Company 

55 Water Street, 1SL 

New York, NY 10041-0099 



Ladies and Gentlemen: 


          This letter sets forth our understanding with respect to all issues (the “Securities”) that Issuer shall request to be made eligible for deposit by the Depository Trust Company (“DTC”). 


Issuer is formed under the laws of the State of New York. 


          To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTC’s Rules with respect to the Securities, Issuer represents to DTC that issuer will comply with the requirements stated
in DTC’s Operational Arrangements, as they may be amended from time to time. 

	
Note:    	    	
      Very truly yours,    
	
Schedule A contains statements that DTC believes    	    	 	   
	
accurate describe DTC, the method of effecting      	    	
      ETFS ASIAN GOLD TRUST,    
	
book-entry transfers of securities distributed      	    	 	   
	
through DTC, and certain related matters.   	    	
      by ETF Securities USA LLC, as sponsor        
	     
	
Received and Accepted      	    	By:	/s/
        Tom Quigley
	
THE DEPOSITORY TRUST COMPANY        	    	 	
(Authorized Officer’s Signature”) 
	     
	
By:        	 	    	 	Tom Quigley
	       	 	 	 	(Print Name)
	         	    	 	31 Pier Road
	       	 	 	 	(Street Address)
	         	    	 	St.
            Helier Jersey, J1548PW
	                                   	 	 	(City, State, Country, Zip)
	    	 	+44 1584 825 506
	 	 	(Phone Number)
	    	 	 
	    	 	
(Email Address)     
	 	 	 













SCHEDULE A

(To Blanket Issuer Letter of Representations) 


SAMPLE OFFERING DOCUMENT
LANGUAGE

DESCRIBING BOOK-ENTRY-ONLY ISSUANCE


(Prepared by DTC—bracketed material may be
applicable only to certain issues)


          1.
The Depository Trust Company (“DTC”), New York, NY, will act as securities
depository for the securities (the “Securities”). The Securities will be issued
as fully-registered securities registered in the name of Cede & Co. (DTC’s
partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully-registered Security certificate will be issued
for [each issue of] the Securities, [each] in the aggregate principal amount of
such issue, and will be deposited with DTC. [If, however, the aggregate
principal amount of [any] issue exceeds $500 million, one certificate will be
issued with respect to each $500 million of principal amount, and an additional
certificate will be issued with respect to any remaining principal amount of
such issue.]


          2.
DTC, the world’s largest securities depository, is a limited-purpose trust
company organized under the New York Banking Law, a “banking organization”
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a “clearing corporation” within the meaning of the New York Uniform
Commercial Code, and a “clearing agency” registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides
asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments (from over
100 countries) that DTC’s participants (“Direct Participants”) deposit with
DTC. DTC also facilitates the post-trade settlement among Direct Participants of
sales and other securities transactions in deposited securities, through
electronic computerized book-entry transfers and pledges between Direct
Participants’ accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing agencies. DTCC is
owned by the users of its regulated subsidiaries. Access to the DTC system is
also available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, and clearing corporations that clear through
or maintain a custodial relationship with a Direct Participant, either directly
or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest
rating: AAA. The DTC Rules applicable to its Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com
and www.dtc.org.


          3.
Purchases of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTC’s records.
The ownership interest of each actual purchaser of each Security (“Beneficial
Owner”) is in turn to be recorded on the Direct and Indirect Participants’
records. Beneficial Owners will not receive written confirmation from DTC of
their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.


          4.
To facilitate subsequent transfers, all Securities deposited by Direct
Participants with DTC are registered in the name of DTC’s partnership nominee,
Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not
effect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Securities; DTC’s records reflect only the identity of
the Direct Participants to whose accounts such Securities are credited, which
may or may not be the Beneficial Owners. The Direct and Indirect Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.


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SCHEDULE A

(To Blanket Issuer Letter of Representations) 


          5.
Conveyance of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time. [Beneficial Owners of Securities may wish to take
certain steps to augment the transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the Security documents. For example, Beneficial
Owners of Securities may wish to ascertain that the nominee holding the
Securities for their benefit has agreed to obtain and transmit notices to
Beneficial Owners. In the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request that copies of notices
be provided directly to them.]


          [6.
Redemption notices shall be sent to DTC. If less than all of the Securities
within an issue are being redeemed, DTC’s practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be
redeemed.]


          7.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote
with respect to Securities unless authorized by a Direct Participant in
accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.’s consenting or voting rights to those Direct
Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).


          8.
Redemption proceeds, distributions, and dividend payments on the Securities
will be made to Cede & Co., or such other nominee as may be requested by an
authorized representative of DTC. DTC’s practice is to credit Direct
Participants’ accounts upon DTC’s receipt of funds and corresponding detail
information from Issuer or Agent, on payable date in accordance with their
respective holdings shown on DTC’s records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in “street name,” and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividend payments to Cede & Co. (or
such other nominee as may be requested by an authorized representative of DTC)
is the responsibility of Issuer or Agent, disbursement of such payments to
Direct Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.


          
[9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant’s interest in the Securities, on DTC’s records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC’s records and followed by a book-entry credit of tendered
Securities to [Tender/Remarketing] Agent’s DTC account.]


          10.
DTC may discontinue providing its services as depository with respect to the
Securities at any time by giving reasonable notice to Issuer or Agent. Under
such circumstances, in the event that a successor depository is not obtained,
Security certificates are required to be printed and delivered.


          11.
Issuer may decide to discontinue use of the system of book-entry-only transfers
through DTC (or a successor securities depository). In that event, Security
certificates will be printed and delivered to DTC.


          12. The information in this section
concerning DTC and DTC’s book-entry system has been obtained from sources that
Issuer believes to be reliable, but Issuer takes no responsibility for the
accuracy thereof.


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