GraniteShares
Platinum Trust - DRS


 


Exhibit 10.2 


 


Dated:
______________, 2017


 


ICBC
STANDARD BANK PLC


 


and


 


THE
BANK OF NEW YORK MELLON 


solely
in its capacity as trustee of the GraniteShares Platinum Trust





and
not individually


 


 














 


UNALLOCATED
PLATINUM ACCOUNT AGREEMENT 


 







 






 




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This
UNALLOCATED PLATINUM ACCOUNT AGREEMENT (this “Agreement”) is made as of the date set out on the cover
page of this Agreement


 


BETWEEN


 


		(1)	ICBC
                                         Standard Bank Plc, a public limited company incorporated under the laws of England
                                         and Wales with its registered office at 20 Gresham Street, London, EC2V 7JE, United Kingdom
                                         (the “Custodian”); and



 


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



 


INTRODUCTION


 


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






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






		(3)	The
                                         Custodian has agreed to transfer Platinum deposited into the Trust Unallocated Account
                                         to the Trust Allocated Account.






		(4)	In
                                         order to effect redemptions of Shares for Authorized Participants, Physical Platinum
                                         must be transferred from the Trust Allocated Account to the Trust Unallocated Account
                                         by way of de-allocation, and must then be delivered to the AP Account.






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



 


IT
IS AGREED AS FOLLOWS


 


1.           INTERPRETATION


 


		1.1	Definitions:
                                         In this Agreement, unless there is anything
                                         in the subject or context inconsistent therewith, the following expressions shall have
                                         the following meanings.



 


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


 


“Allocated
Platinum Account Agreement” means the Allocated Platinum Account Agreement dated ____________, 2017 between the Trustee
and the Custodian pursuant to which the Trust Allocated Account is established and operated.


 






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“AP
Account” means a loco London Platinum account maintained on an Unallocated Basis by the Custodian or another LPMCL clearing
bank for the Authorized Participant, as specified in the applicable transfer instructions given under clause 5.2.


 


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


 


“AP
Redemption Form” means an offer by an Authorized Participant to the Trust (in the form prescribed by the Trust) to redeem
Shares in exchange for Platinum, being an offer on terms referred to in the Prospectus and in accordance with the provisions of
the relevant Authorized Participant Agreement and the Conditions.


 


“AURUM”
means the electronic matching and settlement system operated by LPMCL.


 


“Authorized
Participant” means a person which, at the time of submitting an order to the Trust for the creation or redemption of
Shares: (a) is a person who (i) is a registered broker-dealer or other securities market participant such as a bank or other financial
institution which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities
transactions, and (ii) is a participant in The Depository Trust Company or its successors; (b) has in effect a valid Authorized
Participant Agreement and (c) has established an AP Account.


 


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


 


“Availability
Date” means the London Business Day on which the Trustee wishes the Custodian to credit to the Trust Unallocated Account
Platinum to be transferred to the Trust Unallocated Account on such London Business Day.


 


“Benchmark
Price” means, as of any day, (i) such day’s LBMA Platinum Price PM or such day’s LBMA Platinum Price AM
if such day’s LBMA Platinum Price PM is not available; or (ii) such other publicly available price which is reasonably available
to the Trustee and which the Sponsor may determine fairly represents the commercial value of platinum held by the Trust and instructs
the Trustee to use as the Benchmark Price.


 






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


 


“Dispute”
means for the purpose of clause 15 any disagreement between the Trustee and the Custodian which has not been resolved
amicably within a period of fourteen London Business Days after the Trustee has received from the Custodian, or the Custodian
has received from the Trustee, written notification of the disagreement.


 


“Good
Delivery Standards” means the specifications for “good delivery” platinum plates and ingots, including the
specifications for weight, dimensions, fineness (or purity), identifying marks and appearance of platinum plates and ingots, set
forth in “The Good Delivery Rules for Platinum and Palladium Plates and Ingots” published by the LPPM.


 


“LBMA”
means The London Bullion Market Association or its successors.


 


“LBMA
Platinum Price AM” means the price of a troy ounce of platinum as determined by the auction administered by the LME
for the LBMA, or any successor administrator of the auction for the London platinum price, at or about 9:45 a.m. London, England
time.


 


“LBMA
Platinum Price PM” means the price of a troy ounce of platinum as determined by the auction administered by the LME
for the LBMA, or any successor administrator of the auction for the London platinum price, at or about 2:00 p.m. London, England
time.


 


“LME”
means The London Metal Exchange or its successors.


 


“Loco
London” means with respect to an account holding Platinum, the custody, trading or clearing of such Platinum in London,
United Kingdom.


 


“London
Business Day” means a day (excluding Saturdays, Sundays and public holidays) on which commercial banks generally are
open for business in London and on which the London platinum market is open for business.


 


“LPMCL”
means London Precious Metals Clearing Limited or its successors.


 


“LPPM”
means The London Platinum and Palladium Market or its successors.


 


“Metal
Accounts” means the Trust Allocated Account and the Trust Unallocated Account.


 






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


 


“Physical
Platinum” means platinum bullion that meets the Good Delivery Standards.


 


“Platinum”
means (i) Physical Platinum held by the Custodian or any sub-custodian under the Allocated Platinum Account Agreement and/or (ii)
any credit to an account, including the Trust Unallocated Account, on an Unallocated Basis, as the context requires.


 


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


 


“Prospectus”
means the prospectus constituting a part of the registration statement filed on Form S-1, Registration Number ____________ with
the Securities Exchange Commission in accordance with the U.S. Securities Act of 1933, as amended, in relation to the Shares dated
on or about ______________, 2017, as the same may be modified, supplemented or amended from time to time.


 


“Rules”
means the rules, regulations, practices, procedures and customs of the LPPM, including the Good Delivery Standards, the LPMCL,
the Financial Conduct Authority, the Prudential Regulation Authority, the Bank of England and such other regulatory authority
or other body, applicable to the activities contemplated by this Agreement.


 


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


 


“Shares”
means the units of fractional undivided beneficial interest in the Trust which are issued by the Trust, named GraniteShares Platinum
Shares and created pursuant to and constituted by the Trust Agreement.


 


“Sponsor”
means GraniteShares LLC, its successors and assigns and any successor Sponsor appointed pursuant to the Trust Agreement.


 


“Trust”
means the GraniteShares Platinum Trust formed pursuant to the Trust Agreement.


 


“Trust
Agreement” means the Depositary Trust Agreement of the GraniteShares Platinum Trust dated on or about ____________,
2017, as amended from time to time, between GraniteShares LLC, as Sponsor, and The Bank of New York Mellon, as Trustee.


 


“Trust
Allocated Account” means the loco London Platinum account, number _______________, established in the name of the Trustee
and maintained for the benefit of the Trust by the Custodian on an allocated basis pursuant to the Allocated Platinum Account
Agreement.


 






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“Trust
Unallocated Account” means the loco London Platinum account, number _______________, established in the name of the
Trustee and maintained for the benefit of the Trust by the Custodian on an Unallocated Basis pursuant to this Agreement.


 


“Unallocated
Basis” means, with respect to the holding of platinum, that the holder is entitled to receive delivery of Physical Platinum
in the amount standing to the credit of the holder’s account, but the holder has no ownership interest in any particular
platinum that the custodian maintaining that account owns or holds.


 


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


 


“Withdrawal
Date” means the London Business Day on which the Trustee wishes a withdrawal of Platinum from the Trust Unallocated
Account to take place.


 


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



 


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



 


		1.4	Construction.
                                         The word “including” means “including without limitation”. The
                                         word “or” is not exclusive.



 


2.           TRUST
UNALLOCATED ACCOUNT


 


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



 


		2.2	Denomination
                                         of Trust Unallocated Account: The Trust Unallocated Account will hold deposits of
                                         Platinum and will be denominated in gross troy ounces (to three decimal places).



 






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		2.3	Trust
                                         Unallocated Account Reports: At the end of each London Business Day, the Custodian
                                         will provide the Trustee with access to information showing the increases and decreases
                                         to the Platinum standing to the Trustee’s credit in the Trust Unallocated Account,
                                         and identifying separately each transaction and the New York or London Business Day on
                                         which it occurred. On each London Business Day, the Custodian will send the Trustee a
                                         notification of (i) each separate transaction, if any, transferring Platinum to the Trust
                                         Unallocated Account, including the amount of Platinum transferred to the Trust Unallocated
                                         Account and the AP Account from which such Platinum is transferred, (ii) the amount of
                                         Platinum, if any, transferred from the Trust Unallocated Account to the Trust Allocated
                                         Account or to any AP Account and (iii) the closing balance of Platinum credited to the
                                         Trust Unallocated Account for such London Business Day, and the Custodian will use commercially
                                         reasonable efforts to send the notification by 12:00 noon (New York time). In addition,
                                         the Custodian will provide the Trustee such information about the increases and decreases
                                         to the Platinum standing to the Trustee’s credit in the Trust Unallocated Account
                                         on a same-day basis at such other times and in such other form as the Trustee and the
                                         Custodian shall agree. For each calendar month, the Custodian will provide the Trustee
                                         within a reasonable time after the end of the month a statement of account for the Trust
                                         Unallocated Account which shall include the opening and closing monthly balance and all
                                         transfers to and from the Trust Unallocated Account. All such reports will be made available
                                         to the Trustee by means of authenticated SWIFT message, provided that, if the SWIFT messaging
                                         system is unavailable for any reason, the Trustee and the Custodian will agree upon a
                                         temporary notification system for making such reports available to the Trustee. Additionally,
                                         if agreed to by the Trustee and the Custodian, such reports will be made available to
                                         the Trustee by means of the Custodian’s proprietary electronic system.



 


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



 


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



 


		2.6	Access:
                                         The Custodian will allow the Sponsor and the Trustee and their identified representatives,
                                         independent public accountants and bullion auditors (currently Inspectorate International
                                         Ltd.) access to its premises, upon reasonable notice during normal business hours, to
                                         examine the Platinum and such records, as they may reasonably require to perform their
                                         respective duties with regard to investors in Shares. The Trustee agrees that any such
                                         access shall be subject to execution of a confidentiality agreement and agreement to
                                         the Custodian’s security procedures, and any such audit shall be at the Trust’s
                                         expense.



 






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		2.7	Regulatory
                                         Reporting: To the extent that the Custodian’s activities under this Agreement
                                         are relevant to the preparation of the filings required of the Trust under the securities
                                         laws of the United States or any other jurisdiction, the Custodian will, to the extent
                                         permitted by applicable law, the Rules or applicable regulatory authority, cooperate
                                         with the Trustee and the Sponsor and the Trustee’s and the Sponsor’s representatives
                                         to provide such information concerning the Custodian’s activities as may be necessary
                                         for such filings to be completed. Additionally, to the extent that the Custodian’s
                                         activities or controls in its capacity as custodian of the Trust’s assets are relevant
                                         to the information presented in the financial statements of the Trust, the Custodian
                                         will cooperate with the Sponsor and the Trustee to assist the Sponsor in providing the
                                         required written assurances regarding the reliability of the internal controls used in
                                         the preparation of such financial statements, including by providing the Sponsor’s
                                         and the Trust’s external auditors with any necessary information and reports regarding
                                         the Custodian’s internal controls over financial reporting as far as such reporting
                                         relates to the scope of the Custodian’s duties.



 


3.           DEPOSITS


 


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



 


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



 


		(b)	transfer
                                         of Platinum from an AP Account relating to the same kind of Platinum and having the same
                                         denomination as that to which the Trust Unallocated Account relates in connection with
                                         an AP Application by an Authorized Participant for Shares.



 


No
other methods of deposit are permitted.


 


		3.2	Notice
                                         Requirements: Notice of intended deposit must be received by the Custodian from the
                                         Trustee no later than 3:00 p.m. (London time) one London Business Day prior to the Availability
                                         Date and specify the weight (in gross troy ounces of platinum) to be credited to the
                                         Trust Unallocated Account, the Availability Date, the account from which such deposit
                                         will be transferred, and any other information which the Custodian may, with the agreement
                                         of the Trustee, from time to time require. The Custodian will promptly notify the Trustee
                                         by email upon a deposit of Platinum being made into the Trust Unallocated Account pursuant
                                         to clause 3.1(b). When, by reference to the Trustee’s notifications and
                                         instructions to the Custodian, the Custodian reasonably believes an amount of Platinum
                                         has been credited to the Trust Unallocated Account in error, the Custodian will notify
                                         the Trustee promptly and, pending a joint resolution of the error, will treat such amount
                                         as not being subject to the standing instruction in clause 5.3.



 


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



 






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4.                          WITHDRAWALS


 


		4.1	Procedure:
                                         The Trustee may at any time give instructions to the Custodian for the withdrawal
                                         of Platinum standing to the credit of the Trust Unallocated Account as provided for in
                                         this Agreement, provided that a withdrawal may be made only by:



 


		(a)	transfer
                                         to an AP Account relating to the same kind of Platinum and having the same denomination
                                         as that to which the Trust Unallocated Account relates when Shares are to be redeemed
                                         by an Authorized Participant;



 


		(b)	transfer
                                         of Platinum to the Trust Allocated Account;



 


		(c)	the
                                         collection of Physical Platinum from the Custodian at its vault premises, or such other
                                         location as the Custodian may direct;



 


		(d)	delivery
                                         of Platinum to such location as the Trustee directs, at the Trust’s expense and
                                         risk; or



 


		(e)	transfer
                                         to an account maintained by the Custodian or by a third party on an Unallocated Basis
                                         in connection with the sale of Platinum or other transfers permitted under the Trust
                                         Agreement.



 


The
Trustee anticipates exercising its rights under clauses 4.1(c) and (d) on an exceptional basis only. Any Platinum
made available to the relevant person (as instructed by the Trustee) pursuant to clauses 4.1(c) and (d) will be
in a form which complies with the Rules or in such other form as may be agreed between the Trustee and the Custodian the combined
gross weight of which will not exceed the number of gross ounces of Platinum the Trustee has instructed the Custodian to debit.
To the extent that the Trustee is authorized to sell Platinum under the Trust Agreement, the Custodian may, but is not required
to, purchase such Platinum; provided that, if the Trustee’s instruction to sell Platinum is received by the Custodian by
1:00 p.m. (London time) on a London Business Day, the purchase price for such Platinum shall be that day’s Benchmark Price
and, if the Trustee’s instruction to sell Platinum is received by the Custodian after 1:00 p.m. (London time) on a London
Business Day, the purchase price for such Platinum shall be the next Benchmark Price available after that day. The Trustee’s
instruction to sell Platinum may be an instruction to sell such amount of Platinum as necessary to produce a specified amount
of United States dollars.


 


		4.2	Notice
                                         Requirements: Any notice from the Trustee relating to a withdrawal of Platinum must
                                         be in writing and:



 






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



 


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



 


		(c)	if
                                         it relates to a withdrawal pursuant to clause 4.1(c), (d) or (e)
                                         (with respect to transfers (other than for sales of Platinum) permitted under the Trust
                                         Agreement), be received by the Custodian no later than 11:30 a.m. (London time) not less
                                         than two London Business Days prior to the Withdrawal Date unless otherwise agreed and
                                         specify the name of the person or carrier that will collect the Platinum from the Custodian
                                         or the identity of the person to whom delivery is to be made, as the case may be; and
in all cases, specify the weight (in gross troy ounces of platinum) of the Platinum to be debited from the Trust Unallocated Account,
the Withdrawal Date and any other information which the Custodian may, with the agreement of the Trustee, from time to time require.



 








		4.3	Right
                                         to Amend Procedure: The Custodian may amend the procedure for the withdrawal of Platinum
                                         from the Trust Unallocated Account only where such amendment is caused by a change in
                                         the Rules. Any such amendment will be subject to the notification conditions of clause
                                         3.3.



 


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



 


		4.5	Risk:
                                         Where there is a shipment from the Custodian of Platinum, all right, title and risk
                                         in and to such Platinum shall pass at the Point of Delivery to the relevant person for
                                         whose account the Platinum is being delivered.



 






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		4.6	Allocation:
                                                                                                                                                       Without limiting clause 5.3, in the case of a transfer under clause 4.1(b) and after receipt of notice
                                                                                                                                                       given in the form prescribed in clause 4.2(b),                                          the Custodian will use its
                                                                                                                                                       commercially reasonable endeavours to complete the allocation                                          of such deposits of
                                                                                                                                                       Platinum by not later than 3:00 p.m. (London time) on the Withdrawal                                          Date provided
                                                                                                                                                       that the Platinum referenced in such notice is deposited into the Trust                                          Unallocated
                                                                                                                                                       Account by 10:00 a.m. (London time) on the Withdrawal Date, and the Custodian                                          will
                                                                                                                                                       promptly notify the Trustee by email upon the completion of such allocation. Following
                                                                                                                                                       the Custodian’s receipt of such notice, the Custodian shall identify plates or
                                                                                                                                                       ingots of a weight most closely approximating, but not exceeding, the balance in the
                                                                                                                                                       Trust Unallocated Account and shall transfer such weight from the Trust Unallocated Account
                                                                                                                                                       to the Trust Allocated Account. The Trustee acknowledges that the process of allocation
                                                                                                                                                       of Platinum to the Trust Allocated Account from the Trust Unallocated Account may involve
                                                                                                                                                       minimal adjustments to the weights of Platinum to be allocated to adjust such weight
                                                                                                                                                       to the number of whole plates or ingots available.



 


5.                          INSTRUCTIONS


 


		5.1	Giving
                                         of Instructions: Only the Trustee shall have the right to give instructions in respect
                                         of the Trust Unallocated Account. The Trustee shall notify the Custodian in writing of
                                         the names of the people who are authorised to give instructions on the Trustee’s
                                         behalf. Until the Custodian receives written notice to the contrary, the Custodian is
                                         entitled to assume that any of those people have full and unrestricted power to give
                                         instructions on the Trustee’s behalf. The Custodian is also entitled to rely on
                                         any instructions which are from, or which purport to emanate from, any person who appears
                                         to have such authority. The Custodian reserves the right to obtain further validation
                                         of any instructions.



 


		5.2	Transfer
                                         Instructions: All transfers into and out of the Trust Unallocated Account shall be
                                         made upon receipt of, and in accordance with, instructions given by the Trustee to the
                                         Custodian. Such instructions shall be given by authenticated SWIFT message or, if for
                                         any reason the SWIFT messaging system is not operational, by such other temporary means
                                         as the Trustee and the Custodian may agree from time to time. Other information (which
                                         shall not constitute an instruction) related to transfers into and out of the Trust Unallocated
                                         Account may be sent between the Trustee and the Custodian by email or by such other means
                                         as the Trustee and the Custodian may agree from time to time. Any such communication
                                         shall be deemed to have been given, made or served upon actual receipt by the recipient.



 


		5.3	Continuous
                                         Allocation of Platinum: Without prejudice to clause 5.1, unless otherwise
                                         notified by the Trustee in writing, the Custodian shall, at the end of each London Business
                                         Day, including when Platinum is to be transferred from an AP Account to the Metal Accounts,
                                         transfer any Platinum then standing to the credit of the Trust Unallocated Account (excluding
                                         Platinum which has been de-allocated in order to effect delivery of Platinum to a redeeming
                                         Authorized Participant or pursuant to other withdrawal occurring on such day) to the
                                         Trust Allocated Account such that the amount of Platinum that remains standing to the
                                         credit of the Trustee in the Trust Unallocated Account does not exceed 192.000 gross
                                         ounces at the close of such London Business Day. Additionally, the Custodian shall use
                                         reasonable commercial efforts to minimize the amount of Platinum held for the Trust in
                                         the Trust Unallocated Account at all times during each London Business Day.



 






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



 


		5.5	AURUM:
                                         The Trustee acknowledges that instructions relating to a counterparty for whom the
                                         Custodian does not already provide settlement services will be forwarded by the Custodian
                                         to AURUM on the Trustee’s behalf. The Trustee acknowledges that AURUM is operated
                                         by a third party and that the Custodian cannot be responsible for any errors, omissions
                                         or malfunctions in the systems operated by AURUM. To the extent that AURUM is not available
                                         or suffering a malfunction, the Trustee agrees that the Custodian’s obligations
                                         under this Agreement shall be postponed during such unavailability or such malfunction
                                         and until a reasonable period thereafter.



 


		5.6	Amendments:
                                         Once given, instructions continue in full force and effect until they are cancelled,
                                         amended or suspended. Any communication that cancels, amends or suspends as instruction
                                         shall be valid only after actual receipt by the Custodian in accordance with clause
                                         5.2.



 


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



 


		5.8	Refusal
                                         to Execute: The Custodian may refuse to execute instructions if in its reasonable
                                         opinion they are or may be, or require action which is or may be, contrary to the Rules
                                         or any applicable law.



 


6.           CONFIDENTIALITY


 


		6.1	Disclosure
                                         to Others: Subject to clause 6.2, each party shall respect the confidentiality
                                         of information acquired under this Agreement and neither will, without the consent of
                                         the other party, disclose to any other person any transaction or other information acquired
                                         about the other party, its business or the Trust under this Agreement, provided that
                                         such other party has made clear, at or before the time such information is provided,
                                         that such information is being provided on a confidential basis. Notwithstanding anything
                                         to the contrary in this Agreement, to the extent required, a copy of this Agreement may
                                         be filed under the securities laws of the United States or any other jurisdiction in
                                         connection with the registration of the public offering of Shares by the Trust.



 






     12


     


    

  


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



 


7.           CUSTODY
SERVICES


 


		7.1	Appointment:
                                         The Trustee hereby appoints the Custodian to act as custodian of the Platinum
                                         in accordance with this Agreement and any Rules which apply to the Custodian, and the
                                         Custodian hereby accepts such appointment.



 


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



 


		7.3	Ownership
                                         of Platinum: The Custodian will identify in its books that the Platinum belongs
                                         to the Trustee (on trust for the Shareholders). The Custodian shall ensure that the Platinum
                                         belonging to the Trustee (on trust for the Shareholders) shall at all times be free and
                                         clear of all liens and encumbrances and shall not be subject to any right, charge, security
                                         interest, lien or claim of any kind, whether arising by operation of law or otherwise,
                                         in favor of the Custodian, any sub-custodian or any creditor of any of them or any other
                                         person. The Custodian shall not loan, hypothecate, pledge or otherwise encumber any Platinum
                                         held in Trust Unallocated Account absent the Trustee’s written instructions to
                                         the contrary.



 


8.           REPRESENTATIONS


 


		8.1	Each
                                         party represents and warrants to the other party, on the basis that each of its following
                                         representations and warranties is deemed repeated each time that a notice is given for
                                         the deposit or withdrawal of Platinum under this Agreement, that:



 


		(a)	it
                                         is duly constituted and validly existing under the laws of its jurisdiction of constitution;



 


		(b)	it
                                         has all necessary authority, powers, consents, licences and authorizations and has taken
                                         all necessary action to enable it lawfully to enter into and perform its duties and obligations
                                         under this Agreement;



 






     13


     


    

 


		(c)	the
                                         person or persons entering into this Agreement on its behalf has or have been duly authorized
                                         to do so; and



 


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



 


		9.	FEES
AND EXPENSES



 


		9.1	Fees:
                                         There will be no fees charged directly to the Trustee or the Trust by the Custodian
                                         for the services provided by it under this Agreement. Payment of such fees will be made
                                         by the Sponsor pursuant to the Allocated Platinum Account Agreement.



 


		9.2	Expenses:
                                         Pursuant to a separate agreement between the Sponsor and the Custodian, to which
                                         the Custodian has agreed, the Sponsor shall pay to the Custodian on demand all costs,
                                         charges and expenses (excluding (i) any relevant taxes and VAT (if chargeable), duties
                                         and other governmental charges, (ii) fees for storage of the Platinum, which will be
                                         recovered under the Allocated Platinum Account Agreement, and (iii) indemnification obligations
                                         of the Trustee under clause 10.5, which will be paid pursuant to the following
                                         sentence) incurred by the Custodian in connection with the performance of its duties
                                         and obligations under this Agreement or otherwise in connection with the Platinum. The
                                         Trustee will procure payment on demand, solely from and to the extent of the assets of
                                         the Trust, of any other costs, charges and expenses not assumed by the Sponsor under
                                         its agreement with the Custodian referenced in this clause 9.2 (including any
                                         relevant taxes (other than VAT, which is addressed in clause 12.1), duties, other
                                         governmental charges and indemnification claims of the Custodian payable by the Trustee
                                         pursuant to clause 10.5, but excluding fees for storage of the Platinum, which
                                         will be recovered under the Allocated Platinum Account Agreement) incurred by the Custodian
                                         in connection with the Platinum.



 


		9.3	Credit
                                         Balances: No interest or other amount will be paid by the Custodian on any credit
                                         balance on the Trust Unallocated Account unless otherwise agreed by the Custodian and
                                         the Trustee.



 


		9.4	No
                                         Recovery from Trust: Amounts payable pursuant to this clause 9 (including
                                         clause 9.5) shall not be debited from the Trust Unallocated Account, but shall
                                         be payable, as applicable, by the Sponsor or the Trustee on behalf of the Trust, and
                                         the Custodian hereby acknowledges that it will have no recourse against Platinum standing
                                         to the credit of the Trust Unallocated Account or to the Trustee individually in respect
                                         of any such amounts.



 






    	14 



     


    

 


		9.5	Default
                                         Interest: If the Trustee or the Sponsor, as applicable, fails to procure payment
                                         to the Custodian of any amount when it is due, the Custodian reserves the right to charge
                                         interest (both before and after any judgment) on any such unpaid amount calculated at
                                         a rate equal to 2% above the overnight London Interbank Offered Rate (LIBOR) for the
                                         currency in which the amount is due. Interest will accrue on a daily basis and will be
                                         due and payable as a separate debt.



 


		10.	SCOPE
OF RESPONSIBILITY



 


		10.1	Exclusion
                                         of Liability: The Custodian will use reasonable care in the performance of its duties
                                         under this Agreement and will only be responsible for any loss or damage suffered by
                                         the Trustee or the Trust as a direct result of any negligence, fraud or willful default
                                         on its part in the performance of its duties, and in which case its liability will not
                                         exceed the market value of the Platinum credited to the Trust Unallocated Account and
                                         the Trust Allocated Account at the time such negligence, fraud or willful default is
                                         either discovered by or notified to the Custodian (such market value calculated using
                                         the nearest available LBMA Platinum Price PM following the occurrence of such negligence,
                                         fraud or willful default), provided that, in the case of such discovery by or notification
                                         to the Custodian, the Custodian notifies the Sponsor and the Trustee promptly after any
                                         discovery of such negligence, fraud or willful default. If the Custodian delivers from
                                         the Trust Unallocated Account Platinum that is not of the gross weight the Custodian
                                         has represented to the Trustee or that is not in accordance with the Rules, recovery
                                         by the Trustee, to the extent such recovery is otherwise allowed, shall not be barred
                                         by any delay in asserting a claim because of the failure to discover the corresponding
                                         loss or damage regardless of whether such loss or damage could or should have been discovered.



 


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



 


		10.3	Insurance:
                                         The Custodian (or one of its Affiliates) shall make such insurance arrangements from
                                         time to time in connection with the Custodian’s custodial obligations under this
                                         Agreement as the Custodian considers appropriate and will be responsible for all costs,
                                         fees and expenses (including any relevant taxes) in relation to such insurance policy
                                         or policies. Upon reasonable prior written notice, in connection with the preparation
                                         of the initial registration statement under the United States Securities Act of 1933,
                                         as amended, covering any Shares, the Custodian will allow its insurance to be reviewed
                                         by the Trustee and by the Sponsor. The Custodian also will allow from time to time the
                                         Trustee and the Sponsor to review such insurance in connection with any amendment to
                                         that initial registration statement or any future registration statement that covers
                                         the Shares and any amendment thereto, in each case upon reasonable prior written notice
                                         from the Trustee. Any permission to review the Custodian’s insurance is limited
                                         to the term of this Agreement and is conditioned on the reviewing party executing a form
                                         of confidentiality agreement provided by the Custodian, or if the confidentiality agreement
                                         is already in force, acknowledging that the review is subject thereto. In the event that
                                         the Custodian (or one of its Affiliates) elects to reduce, cancel or not to renew the
                                         Custodian’s insurance, the Custodian will give the Trustee and the Sponsor written
                                         notice of any such election within no more than 15 days after the date of any such election.



 






    	15 



     


    

 


		10.4	Force
                                         Majeure: The Custodian shall not be liable for any delay in performance, or for the
                                         non-performance, of any of its obligations under this Agreement by reason of any cause
                                         beyond the Custodian’s reasonable control. This includes any act of God or war
                                         or terrorism, any breakdown, malfunction or failure of, or connected with, any communication,
                                         computer, transmission, clearing or settlement facilities, industrial action, or acts,
                                         rules and regulations of any governmental or supra national bodies or authorities or
                                         any relevant regulatory or self-regulatory organization.



 


		10.5	Indemnity:
                                         The Trustee, solely from and to the extent of the assets of the Trust, shall indemnify
                                         and keep indemnified the Custodian (on an after tax basis) on demand against all costs
                                         and expenses, damages, liabilities and losses (other than VAT, which is addressed in
                                         clause 12.1) and the expenses assumed by the Sponsor under its agreement with
                                         the Custodian referenced in clause 9.2) which the Custodian may suffer or incur,
                                         directly or indirectly in connection with this Agreement, except to the extent that such
                                         sums are due directly to the negligence, willful default or fraud of the Custodian.



 


		10.6	Custodian’s
                                         Interests and Affiliates’ Interests: The Custodian has the right, without notifying
                                         the Trustee, to act upon the Trustee’s instructions or to take any other action
                                         permitted by the terms of this Agreement where:



 


		(a)	the
                                         Custodian, directly or indirectly, has an interest in the consequences of such instruction
                                         or action;



 


		(b)	except
                                         as otherwise provided in this Agreement, the Custodian processes the Trustee’s
                                         instructions on an aggregated basis together with similar instructions from other clients;
                                         or



 


		(c)	the
                                         Custodian, except as otherwise provided in this Agreement, has a relationship with another
                                         party which does or may create a conflict with its duty to the Trustee or the Trust including
                                         (without prejudice) circumstances where the Custodian or any of its associates may (i)
                                         act as financial adviser, banker or otherwise provide services to a contract counterparty
                                         of the Trustee or the Trust; (ii) act in the same arrangement as agent for more than
                                         one client; or (iii) earn profits from any of the activities listed herein.



 


The
Custodian or any of its divisions, branches or Affiliates may be in possession of information tending to show that the action
required by the Trustee’s instructions may not be in the Trust’s best interests, but shall not have any duty to disclose
any such information.


 






    	16 



     


    

 


		11.	TERMINATION



 


		11.1	Notice:
                                         Any termination notice given by the Trustee under clause 11.2 must specify:



 


		(a)	the
                                         date on which the termination will take effect;



 


		(b)	the
                                         person to whom the Platinum is to be transferred; and



 


		(c)	all
                                         other necessary arrangements for the transfer of Platinum to the order of the Trustee.



 


		11.2	Term:
                                         This Agreement shall have a fixed term up to and including five (5) years and will
                                         automatically renew for further successive terms of one (1) year thereafter unless terminated
                                         by the parties in accordance with this clause 11; provided that during such periods
                                         (i) either the Trustee or the Custodian may terminate this Agreement for any reason or
                                         for no reason by giving not less than 90 days’ written notice to the other party
                                         and (ii) this Agreement may be terminated immediately upon written notice as follows:



 


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



 


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



 


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



 


		(d)	by
                                         the Trustee, if there is any event which, in the Sponsor’s reasonable view, indicates
                                         the Custodian’s or the Sponsor’s insolvency or impending insolvency;



 


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



 


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



 


		11.3	Change
                                         in Trustee or the Sponsor: If there is any change in the identity of the Trustee
                                         or the Sponsor in accordance with the Trust Agreement, then the Custodian, the Trustee,
                                         the Sponsor and the Trust shall, subject to the last sentence of this clause 11.3,
                                         execute such documents and shall take such actions as the new Trustee or Sponsor and
                                         the outgoing Trustee or Sponsor may reasonably require for the purpose of vesting in
                                         the new Trustee or Sponsor the rights and obligations of the outgoing Trustee or Sponsor,
                                         and releasing the outgoing Trustee or Sponsor from its future obligations under this
                                         Agreement. The Custodian’s obligations under this clause 11.3 shall be conditioned
                                         on the Custodian having conducted prompt, reasonable and proportionate due diligence
                                         to the Custodian’s reasonable satisfaction on any such new Trustee or Sponsor.



 






    	17 



     


    

 


		11.4	Redelivery
                                         Arrangements: If the Trustee does not make arrangements acceptable to the Custodian
                                         for the delivery of the Platinum, the Custodian may continue to maintain the Trust Unallocated
                                         Account, in which case the Custodian will continue to charge the fees and expenses payable
                                         under clause 10 of the Allocated Platinum Account Agreement. If the Trustee has not made
                                         arrangements acceptable to the Custodian for the transfer of Platinum from the Trust
                                         Unallocated Account within 6 months of the date specified in the termination notice as
                                         the date on which the termination will take effect, the Custodian will be entitled to
                                         close the Trust Unallocated Account and sell the Platinum (at such time and on such markets
                                         as the Custodian considers appropriate) and account to the Trustee for the proceeds.



 


		11.5	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.



 


		12.	VALUE
ADDED TAX



 


		12.1	VAT
                                         Inclusive: All sums payable or other consideration provided to the Custodian by the
                                         Trustee or the Sponsor in connection with this Agreement and the Allocated Platinum Account
                                         Agreement (including pursuant to the separate agreement referred to in clause 10.1 of
                                         the Allocated Platinum Account Agreement) are inclusive of any VAT which is or becomes
                                         chargeable on any supplies made by the Custodian pursuant to this Agreement and the Allocated
                                         Platinum Account Agreement.



 


		13.	NOTICES



 


		13.1	Notices:
                                         Except as provided in clauses 2.3, 3.2, 4.6, 5.2 and 15.5, any notice
                                         or other communication shall be delivered personally or sent by first class post, pre-paid
                                         recorded delivery (or air mail if overseas), authenticated electronic transmission (including
                                         email and 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 clause 13.3 or another address, number or destination
                                         specified by that party by written notice to the other.



 


		13.2	Deemed
                                         Receipt of Notice: A notice or other communication under or in connection with clause
                                         13.1 will be deemed received only if actually received or delivered.



 






    	18 



     


    

 


		13.3	Contact
                                         Information: The addresses and numbers of the parties for the purposes of clauses
                                         5.2 and 13.1 are:



 


The
Custodian:


 


ICBC
Standard Bank Plc





20
Gresham Street





London





EC2V
7JE





Attention:
 Precious Metals Operations





E-mail:
        London.PreciousMetalsOperations@icbcstandard.com and


           
 Bullion.Physical@icbcstandard.com


 





The
Trustee:


 





The
Bank of New York Mellon





2
Hanson Place





Brooklyn,
New York 11217





Attention:
Chris Yedreyeski





Facsimile:
718-315-4927





E-Mail:
etfservicescom@bnymellon.com


 


The
address and numbers of the Sponsor for purposes of receiving notices under this Agreement are:


 


The
Sponsor:


 





GraniteShares
LLC





30
Vesey Street – 9th Floor





New
York NY 10007





Attention:
Benoit Autier





Telephone:
+1 917 338 0565





E-Mail:
benoit.autier@graniteshares.com


 


		13.4	Recording
                                         of Calls: The Custodian and the Trustee may each record telephone conversations without
                                         use of a warning tone. Such recordings will be the recording party’s sole property
                                         and accepted by the other party hereto as evidence of the orders or instructions given,
                                         provided that (i) in case of any dispute or disagreement regarding any conversation so
                                         recorded the recording party will promptly share the recordings with the other party
                                         and its representatives and (ii) the recording party will have no obligation to retain
                                         any such recordings prior to becoming aware of any such dispute or disagreement.



 



    	19 



     


    




 


		14.	GENERAL



 


		14.1	Role
                                         of Trustee: The Trustee is a party to this Agreement solely in its capacity as Trustee
                                         for the Shareholders and accordingly (i) the Trustee shall only be liable to satisfy
                                         any obligations under this Agreement, including any obligations or liabilities arising
                                         in connection with any default by the Trustee under this Agreement, to the extent of
                                         the assets held from time to time by the Trustee as trustee of the Trust (the “Trust
                                         Assets”) to the extent authorized by the Trust Agreement and (ii) no recourse
                                         shall be had to (a) any assets other than the Trust Assets, including any of the assets
                                         held by the Trustee as trustee, co-trustee or nominee of a trust other than the Trust,
                                         as owner in its individual capacity or in any way other than as trustee of the Trust;
                                         or (b) the Trustee for any assets that have been distributed by the Trustee to the beneficiaries
                                         of the Trust.



 


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



 


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



 


		14.4	Business
                                         Day: If an obligation of a party would otherwise be due to be performed on a day
                                         which is not a New York Business Day or a London Business Day, as the case may be, in
                                         respect of the Trust Unallocated Account, such obligation shall be due to be performed
                                         on the next succeeding New York Business Day or London Business Day, as the case may
                                         be, in respect of the Trust Unallocated Account.



 


		14.5	Assignment:
                                         This Agreement is for the benefit of and binding upon both the Custodian and the
                                         Trustee and their respective successors and assigns. Save as expressly provided in clause
                                         11.3 and this clause 14.5, no party may assign, transfer or encumber, or purport
                                         to assign, transfer or encumber, any right or obligation under this Agreement unless
                                         the other party otherwise consents in writing, except that consent is not required where
                                         the Custodian assigns, transfers or encumbers any right or obligation under this Agreement
                                         to an Affiliate. This clause shall not restrict the Custodian’s power to merge
                                         or consolidate with any party, or to dispose of all or part of its custody business,
                                         and further provided that this clause shall not restrict the Trustee from assigning its
                                         rights hereunder to a Shareholder to the extent required for the Trust to fulfill its
                                         obligations under the Trust Agreement.



 






    	20 



     


    

 


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



 


		14.7	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.



 


		14.8	Liability:
                                         Nothing in this Agreement shall exclude or limit any liability which cannot lawfully
                                         be excluded or limited (e.g. liability for personal injury or death caused by negligence).



 


		14.9	Entire
                                         Agreement: This Agreement and the Allocated Platinum Account Agreement represent
                                         the entire agreement between the parties in respect of their subject matter. This Agreement
                                         and the Allocated Platinum Account Agreement supersede and replace any prior existing
                                         agreement between the parties hereto relating to the same subject matter.



 


		14.10	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.	GOVERNING
LAW AND JURISDICTION



 


		15.1	Governing
                                         Law: This Agreement is governed by, and will be construed in accordance with, English
                                         law.



 


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



 


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



 






    	21 



     


    

 


		15.4	Third
                                         Party Rights: Except with respect to the Trust, which shall be considered a beneficiary
                                         of this entire Agreement, and the Sponsor, which shall be considered a beneficiary (as
                                         applicable) of clauses 2.6, 2.7, 3.3, 4.3, 6.2, 10.1, 10.3, 11.3, 13.3 and 15.4,
                                         the Custodian does not owe any duty or obligation or have any liability towards any person
                                         who is not a party to this Agreement. Except as set forth in this clause 15.4,
                                         this Agreement does not confer a benefit on any person who is not a party to it. The
                                         parties to this Agreement do not intend that any term of this Agreement shall be enforceable
                                         by any person who is not a party to it and do intend that the Contracts (Rights of Third
                                         Parties) 1999 Act shall not apply to this Agreement, provided that the Sponsor may enforce
                                         its rights under clauses 2.6, 2.7, 3.3, 4.3, 6.2, 10.1, 10.3, 11.3, 13.3 and 15.4.
                                         Nothing in this paragraph is intended to limit the obligations hereunder of any successor
                                         Trustee of the Trust or to limit the right of any successor Trustee of the Trust to enforce
                                         the Custodian’s obligations hereunder.



 


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



 


Custodian’s
Address for service of process:


 





ICBC
Standard Bank Plc





20
Gresham Street





London





EC2V
7JE





Attention:
The Head of Legal


 





Trustee’s
Address for service of process:


 





The
Bank of New York Mellon





225
Liberty Street





New
York, New York 10286





Attention:
Legal Department – Asset Servicing


 


[Signature
Page Follows]


 






    	22 



     


    

 




IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set out on the cover page of this Agreement.


 


Signed
on behalf of





ICBC
STANDARD BANK PLC


 





By
its authorized signatories


 


	Signature	 	 	Signature	 	 
	Name	 	 	Name	 	 
	Title	 	 	Title	 	 
	Date	 	 	Date	 	 






 








 


Signed
on behalf of





THE
BANK OF NEW YORK MELLON,





solely
in its capacity as trustee of the GraniteShares Platinum Trust and





not
individually


 


By
its authorized signatory


 





	Signature	 	 	 
	Name	 	 	 
	Title 	 	 	 
	Date	 	 	 



  


[Signature
Page to Unallocated Platinum Account Agreement]


 






    	23