EX-10.2






Exhibit 10.2




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




Unallocated 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 open and maintain for you an Unallocated Account and to provide other services to
you in connection with your Unallocated Account. 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 and your Unallocated Account.




IT IS AGREED AS FOLLOWS





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions: In this agreement:
	 
	 	 	“Account Balance” means the balance from time to time standing to your credit in your
Unallocated Account.
	 
	 	 	“Allocated Account” means the account maintained by us in your name pursuant to the
Allocated Bullion Account Agreement.
	 
	 	 	“Allocated Bullion Account Agreement” means that certain Allocated Bullion Account Agreement
between you and us dated on or about the date of this Agreement.
	 
	 	 	“Availability Date” means the Business Day on which you wish us to credit to your
Unallocated Account either Bullion from your Allocated Account or Precious Metal from a
Third Party Unallocated Account.
	 
	 	 	“Bullion” means the Precious Metal standing to your credit in your Unallocated Account or
held for you in your Allocated 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





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	 	 	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.
	 
	 	 	“Participant” means a Participant as defined in the Trust Indenture.
	 
	 	 	“Participant Agreement” means that certain Participant Agreement in effect from time to time
among the Trustee and each 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.
	 
	 	 	“Participant Unallocated Bullion Account Agreement” means that certain Participant
Unallocated Bullion Account Agreement in effect from time to time between us and each
Participant pursuant to which we maintain the Participant’s Participant Unallocated Account.
	 
	 	 	“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 body as shall affect the activities contemplated by this agreement.
	 
	 	 	“Sponsor” means World Gold Trust Services, LLC.
	 
	 	 	“Third Party Unallocated Account” means a Precious Metal account maintained by us on an
Unallocated Basis in the name of a person 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 this 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





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	 	 	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.
	 
	 	 	“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 debit Bullion from your
Unallocated Account and credit such Bullion either to your Allocated Account or to a Third
Party Unallocated 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.	 	UNALLOCATED ACCOUNT
	 
	2.1	 	Opening Unallocated Account: We shall open and maintain the Unallocated Account for you in
respect of Bullion.
	 
	2.2	 	Transfers into and out of Unallocated Account: The Unallocated Account shall evidence and
record the amount of Bullion standing to your credit therein and increases and decreases to
that amount.
	 
	2.3	 	Denomination of Unallocated Account: The Unallocated 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 increases and
decreases to the Bullion standing to your credit in your Unallocated Account, and identifying
separately each transaction and the Business Day on which it occurred. On each Business Day
that is a Withdrawal Date, we will send you a notification as of 2:00 p.m. (London time) (i)
as to each Participant, of the amount of Precious Metal transferred from the Participant’s
Participant Unallocated Account to your Unallocated Account, (ii) of the amount of Bullion
transferred from your Unallocated Account to your Allocated Account and (iii) of the amount of
any remaining Bullion in your Unallocated Account, and we will use commercially reasonable
efforts to send the notification by
approximately 2:00 p.m. (London time). In addition, we will provide you such information
about the increases and decreases to the Bullion standing to your credit in





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	 	 	your Unallocated
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 either of the two immediately
preceding sentences, 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 Unallocated Account.
	 
	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 Unallocated 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 such records
maintained by us in relation to your Unallocated 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. Any visits by your representatives pursuant to
clause 2.6 of the Allocated Bullion Account Agreement shall be deemed to be a visit for
purposes of this clause 2.6.
	 
	3.	 	TRANSFERS INTO THE UNALLOCATED ACCOUNT
	 
	3.1	 	Procedure: We will credit to your Unallocated Account only the amount of Bullion we receive
from your Allocated Account or the amount of Precious Metal we receive from a Third Party
Unallocated Account for credit to your Unallocated Account. Unless we otherwise agree in
writing, the only Precious Metal we will accept in physical form for credit to your
Unallocated Account is Bullion you have transferred from your Allocated Account. By 9:00 a.m.
(London time) on the day that is two Business Days prior to the
Availability Date, you will notify us regarding each amount of Bullion or Precious Metal
that you are expecting to be credited to your Unallocated Account from a Participant





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	 	 	Unallocated Account, and the identity of the Participant Unallocated Account from which such
credit will be made. If, on any Business Day, a Participant’s instruction to us to transfer
Bullion to your Unallocated Account is revoked pursuant to clause 5.5 of that Participant’s
Participant Unallocated Bullion Account Agreement, we shall send you a notification by email
identifying such Participant by the close of business in London on that day. We shall use
commercially reasonable efforts to send you such notification by 5:00 p.m. (London time).
When by reference to your notifications and instructions to us we reasonably believe an
amount of Bullion has been credited to your Unallocated Account in error, we will notify you
promptly and, pending our joint resolution of the error, will treat such amount as not being
subject to the standing instruction in clause 4.5 below.
	 
	3.2	 	Right to Refuse Bullion or Amend Procedure: We may refuse to accept transfers of Bullion
into your Unallocated Account, amend the procedure in relation to the transfer of Bullion into
your Unallocated Account or impose such additional procedures in relation to the transfer of
Bullion into your Unallocated Account as we may from time to time consider appropriate. Any
such refusal will be promptly notified to you. We will notify you within a commercially
reasonable time before we amend our procedures or impose additional ones in relation to the
transfer of Bullion into your Unallocated Account, and in doing so we will consider your needs
to communicate any such change to Participants and others.
	 
	4.	 	TRANSFERS FROM THE UNALLOCATED ACCOUNT
	 
	4.1	 	Procedure: We will transfer Bullion from your Unallocated Account to such persons and at
such times and on such terms as specified in your instructions to us and not otherwise. A
transfer of Bullion from your Unallocated Account may only be made by:






	 	(a)	 	transfer of Bullion to a Third Party Unallocated Account; or
	 
	 	(b)	 	transfer of Bullion to your Allocated Account, including pursuant to the
standing instruction provided in clause 4.5; or
	 
	 	(c)	 	subject to clause 4.4, by either (i) making the Bullion available for
collection at our vault premises, or as we may direct or (ii), if separately agreed,
delivering the Bullion to such location as we agree at your expense and risk.






	 	 	Any Bullion to be made available in physical form pursuant to clause 4.1(b) or (c) will be
in a form which complies with the Rules or in such other form as may be agreed between us,
and in all cases will comprise one or more whole bars selected by us (or other form as
agreed), the combined fine weight of which will not exceed the number of fine ounces of
Bullion you have instructed us to debit.






	4.2	 	Instruction requirements: You may at any time instruct us to transfer Bullion standing to
the credit of your Unallocated Account. Any instruction relating to a transfer of Bullion
other than pursuant to a standing instruction must:





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	 	(a)	 	if it relates to a transfer pursuant to clause 4.1(a), be received by us no
later than 3:00 p.m. (London time) on the Withdrawal Date or 3:30 p.m. (London time) on
a Withdrawal Date occurring when London is and New York is not on daylight savings time
unless otherwise agreed and specify the details of the Third Party Unallocated
Account(s) to which the Bullion is to be transferred;
	 
	 	(b)	 	if it relates to a transfer pursuant to clause 4.1(b), be received by us no
later than 9:00 a.m. (London time) on the day that is two Business Days prior to the
Withdrawal Date unless otherwise agreed, and specify the details of your Allocated
Account to which the Bullion is to be transferred;
	 
	 	(c)	 	if it relates to a withdrawal pursuant to clause 4.1(c), be received by us no
later than 9:00 a.m. (London time) on the day that is two 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 us or the identity of the person to whom delivery is
to be made, as the case may be; and
	 
	 	(d)	 	in all cases, specify the number of fine ounces of Bullion to be debited to the
Unallocated Account, the Withdrawal Date and any other information which we may from
time to time require.






	4.3	 	Power to amend procedure and notice of amendments to agreements: We may amend the procedure
for the transfer of Bullion from your Unallocated Account 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
transfer of Bullion from your Unallocated Account, and in doing so we will consider your needs
to communicate any such change to Participants and others. We also will provide you a copy of
any proposed amendment to the form of the Participant Unallocated Bullion Account Agreement no
later than 15 Business Days before the amendment’s scheduled effectiveness.
	 
	4.4	 	Physical withdrawals of Bullion: Upon your instruction, we will debit Bullion from your
Unallocated 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 Unallocated Account (rather than by crediting
it to a Third Party 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 Unallocated 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 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.





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	 	 	Anything in this
agreement to the contrary notwithstanding, and without limiting your right to withdraw
Bullion, 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 Unallocated Account, all right, title, risk and interest 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.






	4.5	 	Standing Instruction: We will use commercially reasonable efforts to comply with the
following instruction, which we acknowledge you are giving to us for execution as a standing
instruction:






As early as we can but in any event by the close of business (London
time) on each Business Day, we will transfer to your Allocated
Account from the Bullion standing to your credit in your Unallocated
Account an amount of Bullion such that the amount of Bullion that
remains standing to your credit in your Unallocated Account after
any transfers on that day pursuant to clause 4.1 does not exceed 430
fine ounces.




	4.6	 	Physical withdrawal of entire Unallocated Account balance. If, when you notify us in
connection with a physical withdrawal of Bullion from your Unallocated Account under clause
4.4 that you are withdrawing the entire balance in your Unallocated Account (or when a
physical withdrawal under clause 4.4 would, in our determination, result in the entire balance
in your Unallocated Account being withdrawn), the physical withdrawal instruction may not be
effected by our selection of one or more whole bars of Bullion the combined fine weight of
which does not exceed the balance of your Unallocated Account that you are withdrawing, then
we will make available to you in accordance with clause 4.4 the number of whole bars that can
be accommodated under your instruction, and will purchase for cash the remainder of the
Bullion in your Unallocated Account based on the price of an ounce of gold as fixed by the
five members of the London gold fix at or about 10:30 a.m. London time (the “London A.M. Fix”)
on the date you are withdrawing the Bullion physically, or if there is no London A.M. Fix for
Gold for such date, then the London A.M. Fix for Gold for the next Business Day.
	 
	5.	 	INSTRUCTIONS
	 
	5.1	 	Your representatives: We will act only on instructions given in accordance with this clause
5.1 and clause 11 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 authorized 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 they are
cancelled, amended or superseded. We must receive an instruction canceling, amending or
superseding a prior instruction before the time the prior instruction is acted upon. Any
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 will 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 reserve the right to 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 or by a
company which is in the same group of companies as a party (eg. a subsidiary or holding
company of a party). 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 authorizes
the other to make such disclosures without further reference to such party.
	 
	7.	 	REPRESENTATIONS
	 
	7.1	 	Your representations: You represent and warrant to us that:






	 	(a)	 	you have all necessary authority, powers, consents, licences and authorisations
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





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	 	(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.






	7.2	 	Our representations: We represent and warrant to you that:






	 	(a)	 	We have all necessary authority, powers, consents, licences and authorisations
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.






	8.	 	EXPENSES
	 
	8.1	 	Expenses: You must pay us on demand all costs, charges and expenses (including any relevant
taxes charged to us, duties and reasonable legal fees) incurred by us in connection with the
performance of our duties and obligations under this agreement or otherwise in connection with
any Unallocated Account (including, without limitation, delivery, collection and storage
costs).
	 
	8.2	 	Credit balances: No interest or other amount will be paid by us on any credit balance on an
Unallocated Account unless otherwise agreed between us.
	 
	8.3	 	Debit balances: You are not entitled to overdraw an Unallocated Account except to the extent
that we otherwise agree in writing. In the absence of such agreement, we shall not be obliged
to carry out any instruction of yours which will cause any Unallocated Account to be
overdrawn. If for any reason an Unallocated Account is overdrawn, you will be required to pay
us interest in on the debit balance at the rate agreed between us or, if no such agreement
exists, at such rate as we determine to be appropriate. The amount of the overdraft and any
accrued interest will be repayable by you on our demand. Your obligation to pay interest to
us will continue until the overdraft is repaid by you in full.
	 
	8.4	 	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. Both overdraft and default interest will
accrue on a daily basis and will be due and payable by you as a separate debt. In the event
of any inconsistency between this agreement and an overdraft facility agreement between you
and us, the terms of the overdraft facility shall govern.





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	9.	 	SCOPE OF RESPONSIBILITY
	 
	9.1	 	Exclusion of liability: We will use reasonable care in the performance of our duties under
this agreement and will only be responsible 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, and in which case our liability will not exceed the aggregate of the Account Balance
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 deliver
from your Unallocated Account Bullion 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.
	 
	9.2	 	No duty or obligation: We are 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.
	 
	9.3	 	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.
	 
	9.4	 	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 9.4) 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, willful default or fraud of that of such
Custodian Indemnified Person.
	 
	9.5	 	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





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	 	 	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.
	 
	9.6	 	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 a party to this agreement.
	 
	10.	 	TERMINATION
	 
	10.1	 	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.
	 
	10.2	 	Method Subject to the requirement of clause 10.1, 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 each Account Balance which is a credit balance is to be
transferred; and
	 
	 	(c)	 	all other necessary arrangements for the transfer or repayment, as the case may
be, of each Account Balance.






	10.3	 	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.
	 
	10.4	 	Redelivery arrangements: Following any termination of this agreement, if you do not make
arrangements acceptable to us for the transfer or repayment, as the case may be, of any
Account Balance we may continue to maintain that Unallocated Account, in which case we will
continue to charge any expenses payable under clause 8. If you have not made arrangements
acceptable to us for the transfer or repayment of any Account
Balance 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 close each Unallocated Account and
account to you for the proceeds after deducting any amounts due to us under this agreement.
	 
	10.5	 	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 





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	 	 	obligations
have been fully performed.







	11.	 	NOTICES
	 
	11.1	 	Form: Subject to clause 11.5, 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 11.2.
	 
	11.2	 	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.
	 
	11.3	 	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.
	 
	11.4	 	Recording of calls: We may record telephone conversations without use of a warning tone.
Such recordings 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.
	 
	11.5	 	Instructions relating to Bullion:All notices, notifications, instructions and other
communications relating to the movement of Bullion in relation to your Unallocated 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
	 
	12.	 	GENERAL
	 
	12.1	 	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 Unallocated Account, you do
so in reliance upon your own judgement and we shall not owe to you any duty to exercise any
judgement on your behalf as to the merits or suitability of any transfer into, or
withdrawals from, your Unallocated Account.
	 
	12.2	 	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 Unallocated





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	 	 	Accounts, 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.
	 
	12.3	 	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.
	 
	12.4	 	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.
	 
	12.5	 	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.
	 
	12.6	 	Entire agreement: This document represents the entire agreement, and supersedes any previous
agreements between us relating to the subject matter of this agreement.
	 
	12.7	 	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.
	 
	12.8	 	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.
	 
	12.9	 	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 Unallocated Account in question, then the relevant
obligations shall be performed on the next succeeding Business Day applicable to such account.
	 
	12.10	 	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 Allocated
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



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	 	 	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.
	 
	12.11	 	Maintenance of this agreement. Concurrently with this agreement, we and you are entering
into the Allocated 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.
	 
	12.12	 	Prior Agreements: The Agreement supersedes and replaces any prior existing agreement between
you and us relating to the same subject matter.
	 
	12.13	 	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.
	 
	13.	 	GOVERNING LAW AND JURISDICTION
	 
	13.1	 	Governing law: This agreement is governed by, and will be construed in accordance with,
English law.
	 
	13.2	 	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.





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	13.3	 	Waiver of immunity: To the extent that you may in any jurisdiction claim for yourself or your
assets any immunity from suit, judgement, enforcement or otherwise howsoever, you agree not to
claim and irrevocably waive any such immunity to which you would otherwise be entitled
(whether on grounds of sovereignty or otherwise) to the full extent permitted by the laws of
such jurisdiction.
	 
	13.4	 	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.





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Unallocated Bullion Account Agreement







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	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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Unallocated 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	 	 






Signature Page

streetTRACKS® Gold Trust

Unallocated Bullion Account Agreement