EX-10.1





Exhibit 10.1





HSBC BANK USA, NATIONAL ASSOCIATION




and


The Bank of New York,

not in its individual capacity, but solely as

Trustee of the
streettracks® Gold Trust




 






streettracks®
Gold Trust




Allocated Bullion Account Agreement




 






 









 





THIS AGREEMENT is made on November 12, 2004




BETWEEN





	(1)	 	HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws
of the United States of America, whose principal place of business in England is at 8 Canada
Square, London E14 5HQ (“we” or “us”); and
	 
	(2)	 	The Bank of New York, not in its individual capacity, but solely as trustee (the “Trustee”)
of
streettracks® Gold Trust (the “streettracks® Gold
Trust”) as established pursuant to the Trust Indenture (defined below) (“you”).





INTRODUCTION



We have agreed to hold Bullion for you and to provide other services to you in connection with such
Bullion. This agreement sets out the terms under which we will provide those services to you and
the arrangements which will apply in connection with those services.




IT IS AGREED AS FOLLOWS





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions: In this agreement:
	 
	 	 	“Allocated Account” means any account maintained by us in your name pursuant to this
agreement.
	 
	 	 	“Availability Date” means the Business Day on which you wish us to credit to your Allocated
Account an amount of Bullion debited from your Unallocated Account.
	 
	 	 	“Bullion” means the Precious Metal held for you under this agreement or standing to your
credit in your Unallocated Account, as the case may be.
	 
	 	 	“Business Day” means a day other than (i) a day on which the New York Stock Exchange, Inc.
is closed for regular trading or (ii), if the transaction involves the receipt or delivery
of gold or confirmation thereof in the United Kingdom or in some other jurisdiction, (a) a
day on which banking institutions in the United Kingdom or in such other jurisdiction, as
the case may be, are authorized by law to close or a day on which the London gold market is
closed or (b) a day on which banking institutions in the United Kingdom or in such other
jurisdiction, as the case may be, are authorized to be open for less than a full business
day or the London gold market is open for trading for less than a full business day and
transaction procedures required to be executed or completed before the close of the business
day may not be so executed or completed..
	 
	 	 	“LBMA” means The London Bullion Market Association or its successors.





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	 	 	“Participant” means a Participant as defined in the Trust Indenture.
	 
	 	 	“Participant Agreement” means that certain Participant Agreement in effect from time to time
between the Trustee and a Participant, as those terms are defined in the Trust Indenture.
	 
	 	 	“Participant Unallocated Account” means the Precious Metal account a Participant is required
by the Participant Agreement to have maintained by us for such Participant on an Unallocated
Basis.
	 
	 	 	“Point of Delivery” means such date and time that the recipient or its agent acknowledges in
written form its receipt of delivery of Precious Metal.
	 
	 	 	“Precious Metal” means gold.
	 
	 	 	“Rules” means the rules, regulations, practices and customs of the LBMA (including without
limitation the rules of the LBMA as to good delivery), the Bank of England and such other
regulatory authority or other body as shall affect the activities contemplated by this
agreement.
	 
	 	 	“Sponsor” means World Gold Trust Services, LLC.
	 
	 	 	“Sub-Custodian” means a sub-custodian, agent or depository (including an entity within our
corporate group) selected by us to perform any of our duties under this agreement including
the custody and safekeeping of Bullion.
	 
	 	 	“Third Party Unallocated Account” means a Precious Metal account maintained by us on an
Unallocated Basis for a party other than you in your capacity as Trustee of the
streettracks®
Gold Trust.
	 
	 	 	“Trust Indenture” means that certain Trust
Indenture of streettracks® Gold Trust dated as of November 12, 2004, between World Gold Trust Services, LLC, as
Sponsor, and The Bank of New York, as Trustee, effective November 12, 2004.
	 
	 	 	“Unallocated Account” means the account maintained by us in your name on an Unallocated
Basis pursuant to the Unallocated Bullion Account Agreement.
	 
	 	 	“Unallocated Basis” means, with respect to a Precious Metal account maintained with us, that
the person in whose name the account is held is entitled to delivery in accordance with the
Rules of an amount of Precious Metal equal to the amount of Precious Metal standing to the
credit of the person’s account but has no ownership interest in any Precious Metal that we
own or hold.
	 
	 	 	“Unallocated Bullion Account Agreement” means that certain Unallocated Bullion Account
Agreement between you and us dated on or about the date of this agreement.





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	 	 	“VAT” means value added tax as provided for in the Value Added Tax Act 1994 (as amended or
re-enacted from time to time) and legislation supplemental thereto and any other tax
(whether imposed in the United Kingdom in substitution thereof or in addition thereto or
elsewhere) of a similar fiscal nature.
	 
	 	 	“Withdrawal Date” means the Business Day on which you wish to withdraw Bullion from your
Allocated Account.






	1.2	 	Headings: The headings in this agreement do not affect its interpretation.
	 
	1.3	 	Singular and plural; other usages:






	 	(a)	 	References to the singular include the plural and vice versa.
	 
	 	(b)	 	“A or B” means “A or B or both.”
	 
	 	(c)	 	“Including” means “including but not limited to.”






	2.	 	ALLOCATED ACCOUNT
	 
	2.1	 	Opening the Allocated Account: We shall open and maintain the Allocated Account
for you in respect of Bullion.
	 
	2.2	 	Deposits and withdrawals: The Allocated Account shall evidence and record the holdings
of Bullion in, and the movements of Bullion into and out of the Allocated Account.
	 
	2.3	 	Denomination of the Allocated Account: The Allocated Account shall be denominated in
fine ounces of gold to three decimal places.
	 
	2.4	 	Reports: For each Business Day, by no later than the following Business Day, we will
transmit to you by authenticated SWIFT message(s) information showing the movement of
Bullion into and out of your Allocated Account, and identifying separately each transaction
and the Business Day on which it occurred. In addition, we will provide you such information
about the movement of Bullion into and out of your Allocated Account on a same-day basis at
such other times and in such other form as you and we shall agree. In the case of any
difference between the information provided by authenticated SWIFT message and the
information we provide you pursuant to the immediately preceding sentence, the SWIFT message
will be controlling, and we shall not be liable for your or any third party’s reliance on
the information we provide to you by means other than SWIFT message. For each calendar
month, we will provide you within a reasonable time after the end of the month a statement
of account for your Allocated Account, accompanied by one or more weight lists in respect of
the Bullion in your Allocated Account as of the last Business Day of the calendar month,
containing information sufficient to identify each bar of Bullion held in your Allocated
Account and the party having physical possession thereof. We also will provide you
additional weight lists in respect of the Bullion in your Allocated Account from time to
time upon your request, but only on the condition that





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	 	 	you may not request weight lists as a way to obtain them routinely on a more frequent basis
than the monthly basis on which we are undertaking to provide them.
	 
	2.5	 	Reversal of entries: In order to maintain the accuracy of our books and records, but
without limiting our responsibilities or liability under this agreement, we shall reverse or
amend any entries to your Allocated Account to correct errors that we discover or of which
we are notified with, if we deem it necessary, effect back-valued to the date upon which the
correct entry (or no entry) should have been made. Without limiting the foregoing, if
Bullion delivered to your Allocated Account upon withdrawal from your Unallocated Account is
determined to be of a fineness or weight different from the fineness or weight we have
reported to you, (i) we shall debit your Allocated Account and credit your Unallocated
Account with the requisite amount of Bullion if the determination reduces the total fine
ounces of Bullion that should have been credited to your Allocated Account, and (ii) we
shall credit your Allocated Account and debit your Unallocated Account with the requisite
amount of Bullion if the determination increases the total fine ounces of Bullion that
should have been credited to your Allocated Account.
	 
	2.6	 	Access: Upon reasonable prior written notice, we will, during our normal business
hours, allow your representatives, not more than twice during any calendar year, and your
independent public accountants, in connection with their audit of the financial statements
of the
streettracks® Gold Trust, to visit our premises and examine the
Bullion and such records maintained by us in relation to your Allocated Account as they may
reasonably require. You shall bear all costs relating to such visits and exams, including
any out of pocket or other costs we may incur in connection therewith. Our providing of any
such visits or exams is conditioned on the relevant parties complying with all our security
rules and procedures and undertaking to keep confidential all information they obtain in
accordance with a form of confidentiality agreement we will provide. If at the time of any
visit none of the Bullion is at our premises, the relevant parties will not be permitted to
visit our vault. Any visits by your representatives pursuant to clause 2.6 of the
Unallocated Bullion Account Agreement shall be deemed to be a visit for purposes of this
clause 2.6.
	 
	3.	 	TRANSFERS INTO THE ALLOCATED ACCOUNT
	 
	3.1	 	Procedure: We shall receive transfers of Bullion into your Allocated Account only at
your instruction given pursuant to your Unallocated Bullion Account Agreement, by debiting
Bullion from your Unallocated Account and crediting such Bullion to your Allocated Account,
unless we otherwise agree in writing.
	 
	4.	 	TRANSFERS FROM THE ALLOCATED ACCOUNT
	 
	4.1	 	Procedure and instructions: We will transfer Bullion from your Allocated Account to
such persons and at such times as specified in your instructions to us and not otherwise.
Unless you instruct us otherwise, we will transfer Bullion from your Allocated Account only
by debiting Bullion from your Allocated Account and crediting the Bullion to your
Unallocated Account. When you instruct us in accordance with clause
4.4, we will transfer





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	 	 	 Bullion from your Allocated Account by debiting Bullion from your Allocated Account and
making such Bullion available for collection or delivery as provided in clause 4.4. All
instructions to transfer Bullion from your Allocated Account must:






	 	(a)	 	in the normal course, be received by us no later than 9:00 a.m. (London time)
on (i) the day that is two Business Days prior to the Withdrawal Date or (ii), in the
case of a transfer of Bullion to your Unallocated Account in connection with a
redemption of
streettracks® Gold Trust shares that has been held
open one Business Day, on the Withdrawal Date, unless we otherwise agree;
	 
	 	(b)	 	specify (i) the minimum number of fine ounces of Bullion to be debited from
your Allocated Account and, if you are identifying the Bullion to be debited, (ii) the
serial numbers of the Bullion to be debited; and
	 
	 	(c)	 	provide any other information which we may from time to time require,
including, where applicable, the name of the person that will collect the Bullion from
us or, if applicable, to whom we are to deliver it, and the Withdrawal Date.






	4.2	 	Power to amend procedure: We may amend our procedure for the physical withdrawal of
Bullion or impose such additional procedures as we may from time to time consider
appropriate. We will notify you within a commercially reasonable time before we amend our
procedures or impose additional ones in relation to the withdrawal of Bullion, and in doing
so we will consider your needs to communicate any such change to Participants and others.
	 
	4.3	 	Specification of Bullion: Unless you instruct us as to the serial numbers of the
Bullion to be debited, we are entitled to select the Bullion to be debited from your
Allocated Account. When you instruct us to debit a minimum amount of Bullion from your
Allocated Account for credit to your Unallocated Account without specifying the serial
numbers of the Bullion to be debited, we will select the Bullion to be debited and will use
commercially reasonable efforts to select for deallocation the smallest amount of Bullion
necessary to satisfy your instruction. When you notify us of a debit of Bullion pursuant to
clause 4.1(b) in the case of a redemption that has been held open one Business Day, you may
not specify the serial numbers of the Bullion to be debited to your Allocated Account.
	 
	4.4	 	Physical withdrawals of Bullion: Upon your instruction, we will debit Bullion from your
Allocated Account and make the Bullion available for collection by you or, if separately
agreed, for delivery by us, at your expense and risk. You and we agree nevertheless that you
expect to withdraw Bullion physically from your Allocated Account (rather than by crediting
it to your Unallocated Account) only in exceptional circumstances, as for example when we
are unable to transfer Precious Metal on an Unallocated Basis. In the case of all physical
withdrawals of Bullion from your Allocated Account, unless we agree to undertake delivery,
you must collect, or arrange for the collection of, the Bullion being withdrawn from us, the
Sub-Custodian or other party having physical possession thereof. We will advise you of the
location from which the Bullion may be collected no later than
one Business Day prior to the Withdrawal Date. When we have agreed separately





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	 	 	 to deliver
Bullion in connection with a physical withdrawal, we shall make transportation and insurance
arrangements on your behalf in accordance with our usual practice unless we have agreed in
writing to other arrangements, with which we shall use commercially reasonable efforts to
comply. Anything in this agreement to the contrary notwithstanding, and without limiting
your right to withdraw Bullion physically, we shall not be obliged to effect any requested
delivery if, in our reasonable opinion, this would cause us or our agents to be in breach of
the Rules or other applicable law, court order or regulation, the costs incurred would be
excessive or delivery is impracticable for any reason. When pursuant to your instruction
Bullion is physically withdrawn from your Allocated Account, all risk in and to the Bullion
withdrawn shall pass at the Point of Delivery to the person to whom or to or for whose
account such Bullion is transferred, delivered or collected. If you instruct us as to the
serial number of one or more whole bars of Bullion to be debited, the Bullion you specify
will be made available for collection or delivery as soon as reasonably practicable.






	5.	 	INSTRUCTIONS
	 
	5.1	 	Your representatives: We will act only on instructions given in accordance with this
clause 5.1 and clause 14 and will not otherwise act on instructions given by any person
claiming to have a beneficial interest in the streettracks® Gold Trust.
You shall notify us promptly in writing of the names of the people who are authorised to
give instructions on your behalf. Until we receive written notice to the contrary, we are
entitled to assume that any of those people have full and unrestricted power to give us
instructions on your behalf. We are also entitled to rely on any instructions which are
from, or which purport to emanate from, any person who appears to have such authority.





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	5.2	 	Amendments: Once given, instructions continue in full force and effect until we receive
further instructions that they are cancelled, amended or superseded. We must receive an
instruction cancelling, amending or superseding a prior instruction before the time the
prior instruction is acted upon. Instructions shall have effect only after actual receipt by
us.
	 
	5.3	 	Unclear or ambiguous instructions: If, in our opinion, any instructions are unclear or
ambiguous, we shall use reasonable endeavours (taking into account any relevant time
constraints) to obtain clarification of those instructions but, failing that, we may in our
absolute discretion and without any liability on our part, act upon what we believe 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 our satisfaction.
	 
	5.4	 	Refusal to execute: We will, where practicable, refuse to execute instructions if in
our 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, we shall treat as confidential and will
not, without your consent, disclose to any other person any transaction or other information
we acquire about you or your business pursuant to this agreement. Subject to clause 6.2, you
shall treat as confidential and will not, without our consent, disclose to any other person
any information that we provide to you about us or our business pursuant to this agreement
and that we tell you, at or before the time we provide it, we are providing to you on a
confidential basis.
	 
	6.2	 	Permitted disclosures: Each party accepts that from time to time the other party may
be required by law or the Rules, or requested by or required in connection with filings made
with a government department or agency, fiscal body or regulatory or self-regulatory
authority, 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 by a Sub-Custodian. Subject to the agreement of the party
to which information is disclosed to maintain it in confidence in accordance with clause
6.1, each party irrevocably authorises the other to make such disclosures without further
reference to such party.
	 
	7.	 	CUSTODY SERVICES
	 
	7.1	 	Appointment: You hereby appoint us to act as custodian of the Bullion in accordance
with this agreement and any Rules which apply to us.
	 
	7.2	 	Segregation of Bullion: We will be responsible for the safekeeping of the Bullion on
the terms and conditions of this Agreement. We will segregate Bullion in your Allocated
Account from any Precious Metal which we own or hold for others by making entries in our
books and records to identify such Bullion as being held for your Allocated Account,
and we will require Sub-Custodians to segregate Bullion held by them for us from any





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	 	 	Precious Metal which they own or hold for others by making entries in their books and
records to identify such Bullion as being held for us. It is understood that our undertaking
to require Sub-Custodians to segregate Bullion from Precious Metal they own or hold for
others reflects the current custody practice in the London market, and that accordingly we
will be deemed to have communicated that requirement prior to the execution of this
Agreement by our participation in that market. Entries on our books and records to identify
Bullion will refer to each bar by refiner, assay, serial number and gross and fine weight.
Under current LBMA market practices, the weight lists provided to us by our Sub-Custodians
are expected to identify Bullion held for us by serial number and may include additional
identifying information.
	 
	7.3	 	Ownership of Bullion: We will identify in our books and records that the Bullion
belongs solely to you.
	 
	7.4	 	Location of Bullion: Subject to clause 8.1, the Bullion held for you in your Allocated
Account must be held by us at our London vault premises or by or for any Sub-Custodian,
unless otherwise agreed between us.
	 
	8.	 	SUB-CUSTODIANS
	 
	8.1	 	Sub-Custodians: We may select Sub-Custodians to perform any of our duties under this
agreement including the custody and safekeeping of Bullion. The Sub-Custodians we select may
themselves select subcustodians to perform their duties, but such subcustodians shall not by
such selection or otherwise be, or be considered to be, a Sub-Custodian as such term is used
herein. We will use reasonable care in selecting any Sub-Custodian. As of the execution of
this Agreement, the Sub-Custodians that we use are: the Bank of England, The Bank of Nova
Scotia (ScotiaMocatta), Deutsche Bank AG, JPMorganChase Bank, and UBS AG. We will notify you
if we select any additional Sub-Custodian, or stop using any Sub-Custodian for such purpose.
Your receipt of notice that we have selected a Sub-Custodian (including those named in this
clause 8.1) shall not be deemed to limit our responsibility in selecting such Sub-Custodian.
Not more frequently than annually, upon your request, we will confirm to you that from time
to time we may hold Precious Metal for our own account with one or more of each of the
Sub-Custodians, provided that this confirmation shall not constitute a representation by us
regarding the solvency or creditworthiness of any Sub-Custodian.
	 
	8.2	 	Liability: Except for our obligation to make commercially reasonable efforts to obtain
delivery of Bullion from Sub-Custodians, we shall not be liable for any act or omission, or
for the solvency, of any Sub-Custodian unless the selection of that Sub-Custodian was made
by us negligently or in bad faith.
	 
	9.	 	REPRESENTATIONS
	 
	9.1	 	Your representations: You represent and warrant to us that (such representations and
warranties being deemed to be repeated upon each occasion Bullion is credited to or debited
from your Allocated Account under this agreement):





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	 	(a)	 	you have all necessary authority, powers, consents, licences and authorisations
(which have not been revoked) and have taken all necessary action to enable you
lawfully to enter into and perform your duties and obligations under this agreement;
	 
	 	(b)	 	the persons entering into this agreement on your behalf have been duly
authorised to do so; and
	 
	 	(c)	 	this agreement and the obligations created under it are binding upon you and
enforceable against you 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 law, order,
charge or agreement by which you are bound.






	9.2	 	Our representations: We represent and warrant to you that (such representations and
warranties being deemed to be repeated upon each occasion Bullion is credited to or debited
from your Allocated Account under this agreement):






	 	(a)	 	we have all necessary authority, powers, consents, licences and authorisations
(which have not been revoked) and have taken all necessary action to enable us lawfully
to enter into and perform our duties and obligations under this agreement;
	 
	 	(b)	 	the persons entering into this agreement on our behalf have been duly
authorised to do so; and
	 
	 	(c)	 	this agreement and the obligations created under it are binding upon us and
enforceable against us 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 law, order,
charge or agreement by which we are bound.






	10.	 	FEES AND EXPENSES
	 
	10.1	 	Fees: For our services under this agreement you shall pay us an annual fee equal to
0.10% of the average daily aggregate value of the Gold held in the Allocated Account and the
Unallocated Account. The gold held in the Allocated Account and the Unallocated Account
shall be determined based on our end of Business Day balances, and the value of the Gold
shall be computed on the basis of the price of an ounce of gold as fixed by the five members
of the London gold fix at or about 3:00 p.m. London time (the “London P.M. Fix”), or if no
London P.M. Fix is made on such day, on the basis of the last prior London “fix” (A.M. or
P.M.). Our fee shall be paid in monthly installments in arrears.
	 
	10.2	 	Expenses: You must pay us on demand all costs, charges and expenses (including any
relevant taxes, duties and reasonable legal fees but not including fees of Sub-Custodians)
incurred by us in connection with the performance of our duties and obligations under this
agreement or otherwise in connection with the Bullion.





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	10.3	 	Default interest: If you fail to pay us any amount when it is due, we reserve the
right to charge you 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 by you as a separate debt.
	 
	11.	 	VALUE ADDED TAX
	 
	11.1	 	VAT inclusive: All sums payable under this agreement by you to us shall be deemed to
be inclusive of VAT.
	 
	12.	 	SCOPE OF RESPONSIBILITY
	 
	12.1	 	Exclusion of liability: We will use reasonable care in the performance of our duties
under this agreement and will only be responsible to you for any loss or damage suffered by
you as a direct result of any negligence, fraud or wilful default on our part in the
performance of our duties, in which case our liability will not exceed the market value of
the Bullion at the time such negligence, fraud or wilful default is discovered by us,
provided that we notify you promptly after we discover such negligence, fraud or wilful
default. If we credit Bullion to your Allocated Account that is not of the fine weight we
have represented to you, recovery by you, to the extent such recovery is otherwise allowed,
shall not be barred by your 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.
	 
	12.2	 	No duty or obligation: We are 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 herein.
	 
	12.3	 	Insurance: We shall maintain insurance in regard to our business, including our
bullion and custody business, on such terms and conditions as we consider appropriate. Upon
reasonable prior written notice, in connection with the preparation of the initial
registration statement under the United States federal Securities Act of 1933, as amended,
covering shares of the streettracks® Gold Trust, we will allow our
insurance to be reviewed by you, by the Sponsor and by UBS Securities LLC as underwriter in
connection with such initial registration statement. We also will allow you 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 you.
Any permission to review our insurance is limited to the term of this agreement and is
conditioned on the reviewing party executing a form of confidentiality agreement we will
provide, or if the confidentiality agreement is already in force, acknowledging that the
review is subject to it. The foregoing permissions for the Sponsor and UBS Securities LLC to
review our insurance shall cease when the Sponsor or UBS Securities LLC, as the case may be,
ceases to serve the streettracks® Gold Trust as such Sponsor or
underwriter.





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	12.4	 	Force majeure: We shall not be liable to you for any delay in performance, or for the
non-performance of any of our obligations under this agreement by reason of any cause beyond
our reasonable control. This includes any act of God or war or terrorism, any breakdown,
malfunction or failure of transmission in connection with or other unavailability of any
wire, communication or computer facilities, any transport, port, or airport disruption,
industrial action, acts and regulations and rules of any governmental or supra national
bodies or authorities or regulatory or self-regulatory organisations or failure of any such
body, authority, or organisation for any reason, to perform its obligations.
	 
	12.5	 	Indemnity: You shall, solely out of the assets of the
streettracks® Gold Trust, indemnify and keep us, and each of our
directors, shareholders, officers, employees, agents, affiliates (as such term is defined in
Regulation S-X adopted by the United States Securities and Exchange Commission under the
United States federal Securities Act of 1933, as amended) and subsidiaries (us and each such
person a “Custodian Indemnified Person” for purposes of this clause 12.5) indemnified (on an
after tax basis) on demand against all costs and expenses, damages, liabilities and losses
which any such Custodian Indemnified Person may suffer or incur, directly or indirectly in
connection with this agreement except to the extent that such sums are due directly to our
negligence, wilful default or fraud or that of such Custodian Indemnified Person.
	 
	12.6	 	Third parties: You are our sole customer under this agreement and we do not owe any
duty or obligation or have any liability towards any person who is not a party to this
agreement. 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, except Custodian Indemnified Persons,
and do intend that the Contracts (Rights of Third Parties) 1999 Act shall not apply to this
Agreement. Nothing in this paragraph is intended to limit the obligations hereunder of any
successor Trustee of the streettracks® Gold Trust or to limit the right
of any successor Trustee of the streettracks® Gold Trust to enforce our
obligations hereunder.
	 
	12.7	 	No Liens: We will not create any right, charge, security interest, lien or claim against the
Bullion, except those in our favor arising under this agreement or the Unallocated Bullion
Account Agreement, and we will not loan, hypothecate, pledge or otherwise encumber any Bullion
except pursuant to your instructions.
	 
	12.8	 	Other Activities: We and any of our affiliates may act as a Participant or own or hold
Precious Metal or shares issued by the streettracks® Gold Trust or both
and may deal with them in any manner, including acting as underwriter for the shares, with the
same rights and powers as if we were not the custodian hereunder.
	 
	13.	 	TERMINATION
	 
	13.1	 	Non-termination: This agreement may not be terminated for one year following the “Initial
Date of Deposit”, as that term is defined in the Trust Indenture, unless the
streettracks® Gold Trust is terminated during that period.





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	13.2	 	Method: Subject to the requirements of clause 13.1, either party may terminate this
agreement by giving not less than 90 Business Days’ written notice to the other party. Any
such notice given by you must specify:






	 	(a)	 	the date on which the termination will take effect;
	 
	 	(b)	 	the person to whom the Bullion is to be made available; and
	 
	 	(c)	 	all other necessary arrangements for the redelivery of the Bullion to you.






	13.3	 	Resignation of Trustee: In the event you resign or are discharged or removed as Trustee,
this agreement will terminate 90 Business Days following your resignation, discharge or
removal unless a successor trustee to the streettracks® Gold Trust is
appointed before the end of the 90 Business Day period or a full liquidation of the
streettracks® Gold Trust is started during the 90 Business Day period and
you request us to continue the agreement in effect until the liquidation is completed.
	 
	13.4	 	Redelivery arrangements: Following any termination of this agreement, if you do not
make arrangements acceptable to us for the redelivery of the Bullion we may continue to
store the Bullion, in which case we will continue to charge the fees and expenses payable
under clause 10. If you have not made arrangements acceptable to us for the redelivery of
the Bullion within 6 months of the date specified in the termination notice as the date on
which the termination will take effect, we will be entitled to sell the Bullion and account
to you for the proceeds after deducting any amounts due to us under this agreement.
	 
	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	 	Form: Subject to clause 14.5, any notice, notification, instruction or other
communication under or in connection with this agreement shall be given in writing.
References to writing include electronic transmissions that are of the kind specified in
clause 14.2.
	 
	14.2	 	Method of transmission: Any notice, notification, instruction or other communication
required to be in writing may be delivered personally or sent by first class post, pre-paid
recorded delivery (or air mail if overseas), authenticated electronic transmission
(including tested telex and authenticated SWIFT) or such other electronic transmission as
the parties may from time to time agree to the party due to receive the notice or communication,
at its address, number or destination set out in this agreement or another address,
number or destination specified by that party by written notice to the other.
	 
	14.3	 	Deemed receipt on notice: A notice, notification, instruction or other communication
under or in connection with this agreement will be deemed received only if actually received
or delivered.





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Allocated Bullion Account Agreement




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	14.4	 	Recording of calls: We may record telephone conversations without use of a warning
tone. Such records will be our sole property and accepted by you as evidence of the orders
or instructions given that are permitted to be given orally under this agreement.
	 
	14.5	 	Instructions Relating to Bullion: All notices, notifications, instructions and other
communications relating to the movement of Bullion in relation to your Allocated Account
shall be by way of authenticated electronic transmission (including tested telex and
authenticated SWIFT), and shall be addressed to:
	 
	 	 	Precious Metals Operations

HSBC Bank USA, National Association

8 Canada Square

London E14 5HQ

Tested Telex: 889217 RNB

SWIFT: BLIC GB2L






	15.	 	GENERAL






	15.1	 	No advice: Our duties and obligations under this agreement do not include providing
you with investment advice. In asking us to open and maintain the Allocated Account, you do
so in reliance of your own judgment and we shall not owe to you any duty to exercise any
judgment on your behalf as to the merits or suitability of any deposits into, or withdrawals
from, your Allocated Account.
	 
	15.2	 	Rights and remedies: Our rights under this agreement are in addition to, and
independent of, any other rights which we may have at any time in relation to the Bullion,
except that we will not have any right to set off against any account we maintain or
property that we hold for you under this agreement any claim or amount that we may have
against you or that may be owing to us other than pursuant to this agreement, no matter how
that claim or amount arose.
	 
	15.3	 	Assignment: This agreement is for the benefit of and binding upon us both and our
respective successors, including any successor trustees, and assigns. This agreement may not
be assigned by either party without the written consent of the other party; except that this
clause shall not restrict our power to merge or consolidate with any party, or to dispose of
all or part of our custody business.
	 
	15.4	 	Amendments: Any amendment to this agreement must be agreed in writing and be signed
by us both. Unless otherwise agreed, an amendment will not affect any legal rights or
obligations which may already have arisen.
	 
	15.5	 	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.
	 
	15.6	 	Entire agreement: This document represents the entire agreement, and supersedes any
previous agreements between us relating to the subject matter of this agreement.





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Allocated Bullion Account Agreement




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	15.7	 	Joint and several liability: If there is more than one of you, your responsibilities
under this agreement apply to each of you individually as well as jointly.
	 
	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 of either you or us falls due to be performed on a
day which is not a Business Day in respect of the Allocated Account in question, then the
relevant obligations shall be performed on the next succeeding Business Day applicable to
such account.
	 
	15.10	 	Processing of account entries: Except for physical withdrawals as to which transfer
of ownership is determined at the Point of Delivery, records of (i) all deposits to and
withdrawals from the Allocated Account and all debits and credits to the Unallocated Account
which, pursuant to instructions given in accordance with this agreement and the Unallocated
Bullion Account Agreement, occur on a Business Day and (ii) all end of Business Day account
balances in the Allocated Account and the Unallocated Account are prepared overnight as at
the close of our business (usually 4:00 p.m. London time) on that Business Day. For
avoidance of doubt, the foregoing sentence is illustrated by the following examples, which
are not intended to create any separate obligations on our part:






Reports of a transfer of Precious Metal from a Third Party Unallocated Account for
credit to your Unallocated Account on a Business Day and a debit of Bullion from your
Unallocated Account for credit to your Allocated Account on that Business Day pursuant
to the standing instruction contained in the Unallocated Bullion Account Agreement and
of the balances in your Allocated Account and your Unallocated Account for that
Business Day shall be prepared overnight as at the close of our business on that
Business Day.




Reports of a transfer of Bullion which we debit from your Allocated Account for credit
to your Unallocated Account on a Business Day and a transfer of Bullion which we debit
from your Unallocated Account for credit to a Third Party Unallocated Account on that
Business Day and of the balances in your Allocated Account and Unallocated Account for
that Business Day shall be prepared overnight as at the close of our business on that
Business Day.




	 	 	When you instruct us to debit Bullion from your Allocated Account for credit to your
Unallocated Account and direct us to execute such instruction on the same Business Day as
and in connection with one or more instructions that you give to us to debit Bullion from
your Unallocated Account, we will use commercially reasonable efforts to execute the instructions in a manner that minimizes the time the Bullion to be debited from your Allocated
Account stands to your credit in your Unallocated Account, save that we shall not be
responsible for any delay caused by late, incorrect or garbled instructions or information
from you or any third party.





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Allocated Bullion Account Agreement




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	15.11	 	Maintenance of this agreement. Concurrently with this agreement, we and you are
entering into the Unallocated Bullion Account Agreement. That agreement shall remain in
effect as long as this agreement remains in effect, and if that agreement is terminated,
this agreement terminates with immediate effect.
	 
	15.12	 	Prior Agreements: The Agreement supersedes and replaces any prior existing agreement
between you and us relating to the same subject matter.
	 
	15.13	 	Cooperation. During the term of this agreement, we and you will cooperate with each other
and make available to each other upon reasonable request any information or documents
necessary to insure that each of our respective books and records are accurate and current.
	 
	16.	 	GOVERNING LAW AND JURISDICTION
	 
	16.1	 	Governing law: This agreement is governed by, and will be construed in accordance
with, English law.
	 
	16.2	 	Jurisdiction: We both agree 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 we both irrevocably submit to the
non-exclusive jurisdiction of such courts, waive any claim of forum non conveniens and any
objections to the laying of venue, and further waive any personal service.
	 
	16.3	 	Waiver of immunity: To the extent that you may in any jurisdiction claim for yourself
or your assets any immunity from suit, judgment, enforcement or otherwise howsoever, you
agree not to claim and irrevocably waive any such immunity which you would otherwise be
entitled to (whether on grounds of sovereignty or otherwise) to the full extent permitted by
the laws of such jurisdiction.
	 
	16.4	 	Service of process: Process by which any proceedings are begun may be served by being
delivered to the addresses specified below. This does not affect the right of either of us to
serve process in another manner permitted by law.





	 	 	 	 	 
	 

	 	Our address for service of process:
	 	Your address for service of process
	 
	 	 	 	 
	 

	 	HSBC Bank USA, National Association,
	 	The Bank of New York
	 

	 	London Branch
	 	2 Hanson Place
	 

	 	8 Canada Square
	 	Brooklyn, New York 11217
	 

	 	London, E14 5HQ, United Kingdom
	 	Attention:     ADR Administration
	 

	 	Attention:    Precious Metals Department

                    Legal Department	 	 






EXECUTED by the parties as follows




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Allocated Bullion Account Agreement




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Allocated Bullion Account Agreement




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Signed on behalf of

HSBC BANK USA, NATIONAL ASSOCIATION

by




Signature
 /s/ Chris W.
Heyliger 

Name        Chris W. Heyliger

Title         Authorised Signatory




Signature
 /s/ D. Rousos 

Name        D. Rousos

Title         Authorised Signatory




Signed on behalf of

The Bank of New York,

not in its individual capacity, but solely as

Trustee of the streettracks® Gold Trust,

by




Signature  /s/ Alfred Irving 

Name        Alfred Irving

Title          Vice-President



02898.0007
#396811v18


Signature Page     

streetTRACKS® Gold Trust     

Allocated Bullion Account Agreement