Exhibit 4.2 


AUTHORIZED PARTICIPANT AGREEMENT 


          AUTHORIZED
PARTICIPANT AGREEMENT (this “Agreement”) dated as of [DATE] among (i)
[AUTHORIZED PARTICIPANT], a [company] organized under the laws of [JURISDICTION
OF AP] (the “Authorized Participant”),
(ii) The Bank of New York Mellon, a New York Banking corporation acting in its
capacity as trustee (in such capacity, the “Trustee”)
of the Trust(s) listed on the attached Schedule A, which is a part of this
Agreement (each a “Trust” and
collectively, the “Trusts”), each
Trust created under New York law pursuant to its respective Depositary Trust
Agreement identified on the attached Schedule A (each a “Trust Agreement” and collectively, the “Trust Agreements”), and (iii) ETF
Securities USA LLC, in its capacity as sponsor of each Trust (in such capacity,
the “Sponsor”). 


R E C I T A L S


          A. Pursuant
to the provisions of the applicable Trust Agreements, each Trust may from time
to time issue or redeem equity securities representing an interest in the
assets of such Trust (“Shares”),
in each case only in aggregate amounts as set out in Schedule A (such aggregate
amount, a “Basket”), and integral
multiples thereof, and only in transactions with a party who, at the time of
the transaction, shall have signed and in effect an Authorized Participant
Agreement with such Trust. 


          B.
[AUTHORIZED PARTICIPANT] has requested to become an “Authorized Participant”
with respect to each Trust (as such term is defined in the applicable Trust
Agreement), and the Sponsor and the Trustee have agreed to such request. 


          NOW,
THEREFORE, in consideration of the foregoing premises, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties, hereto, intending to be legally bound, agree as follows: 


          Section 1. Procedures.
The Authorized Participant will purchase or redeem Baskets of Shares of the
relevant Trust in compliance with the relevant Trust Agreement as supplemented
by the Creation and Redemption Procedures attached to this Agreement as
Schedule 1 (such procedures, as the same may be amended or modified from time
to time in compliance with the provisions hereof and thereof, the “Procedures”), using either (i) the form
attached thereto as Annex I (a “Purchase
Order”, in the case of an order to
purchase one or more Baskets of Shares issued by a specified Trust and a “Redemption Order”, in case of an order to
redeem one or more Baskets of Shares issued by a specified Trust) or (ii)
through the Trustee’s electronic order entry system, as such may be made
available and constituted from time to time, the use of which shall be subject
to the terms and conditions attached thereto as Annex II. All Purchase Orders
and Redemption Orders (collectively, “Orders”)
shall be placed and executed in accordance with the relevant Trust Agreement as
supplemented by the Procedures. Capitalized terms used in this Agreement and
not otherwise defined herein have the meaning ascribed to them in the
Procedures. 


          Section 2. Incorporation
of Standard Terms. The Standard Terms attached hereto as Schedule 2 are
hereby incorporated by reference into, and made a part of, this Agreement. 





          Section 3. Conflicts
Rules. In case of any inconsistency between the provisions of this
Agreement and an applicable Trust Agreement, the provisions of such Trust
Agreement shall control. In case of inconsistency between the provisions
incorporated by reference into this Agreement pursuant to Section 2 above and
any other provision of this Agreement, the latter will control. 


          Section 4. Authorized
Representatives. Pursuant to Section 2.01 of the Standard Terms, attached
hereto as Schedule 3-A is a certificate listing the Authorized Representatives
of the Authorized Participant. 


          Section 5. Additional
Covenants. The Authorized Participant covenants and agrees: 


          (a) To use
its best efforts to ensure that any Delivery of applicable Bullion to the
Custodian, or any withdrawal of applicable Bullion from the appropriate Trust,
in connection with a Purchase Order or Redemption Order placed by the
Authorized Participant will take place only through one or more members of the
London Bullion Market Association and/or the London Platinum and Palladium
Market as appropriate under the terms of the applicable Trust Agreement. 


          (b)
Promptly upon written demand therefore (accompanied by such reasonable evidence
as the Authorized Participant may request), to reimburse the relevant Trust or
the Custodian the amount of any taxes (including value added taxes) that may be
imposed on the relevant Trust or the Custodian in connection with any Delivery
of Bullion by or on behalf of the Authorized Participant to the Custodian (in
the case of a Purchase Order placed by the Authorized Participant), or any
Delivery of Bullion to or for the account of the Authorized Participant (in the
case of a Redemption Order placed by the Authorized Participant). 


          Section 6. Notices.
Except as otherwise specifically provided in the Procedures, all notices
required or permitted to be given pursuant hereto shall be given in writing and
delivered by personal delivery or by postage prepaid registered or certified
United States first class mail, return receipt requested, or by telex or facsimile
(with a confirming copy by mail) addressed as follows: 


	
  

 	
  

 
	
  

 	
 (i) If to the Trustee: 

 
	
  

 	
  

 
	
  

 	
 The Bank of New York Mellon 

 
	
  

 	
 2 Hanson Place — Floor 9th 

 
	
  

 	
 Brooklyn, NY 11217 

 
	
  

 	
 Attn: Jarvis Joseph 

 
	
  

 	
 Telephone: (718) 315-7500 

 
	
  

 	
 Facsimile: (732) 667-9478 

 
	
  

 	
 E-Mail: jarvis.joseph@bnymellon.com 

 
	
  

 	
  

 
	
  

 	
 (ii) If to the Sponsor: 

 
	
  

 	
  

 
	
  

 	
 ETF Securities USA LLC 

 
	
  

 	
 c/o ETF Securities Limited 

 
	
  

 	
 Ordnance House 

 
	
  

 	
 31 Pier Road 

 
	
  

 	
 Jersey 

 
	
  

 	
 JE4 8PW 

 


2









	
  

 	
  

 
	
  

 	
 Channel Islands

 
	
  

 	
 Attn: Legal and Compliance

 
	
  

 	
 Telephone: +44 1543 825 200

 
	
  

 	
 Facsimile: [to be provided]

 
	
  

 	
 E-Mail: legal.compliance@etfsl.com

 
	
  

 	
  

 
	
  

 	
 (iii) If to the Authorized Participant:

 
	
  

 	
  

 
	
  

 	
 [AUTHORIZED PARTICIPANT]

 
	
  

 	
 Attn:

 
	
  

 	
 [AP’S ADDRESS]

 
	
  

 	
 Telephone:

 
	
  

 	
 Facsimile:

 
	
  

 	
 Telex:

 


or such other address as any of the parties hereto shall have
communicated in writing to the remaining parties in compliance with the
provisions hereof. 


          Section 7. Effectiveness,
Termination and Amendment. This Agreement shall become effective upon
execution and delivery by each of the parties hereto. This Agreement may be
terminated at any time by any party upon sixty days prior written notice to the
other parties and may be terminated earlier by the Trustee or the Sponsor at
any time on the event of a breach by the Authorized Participant of any
provision of this Agreement (including the Standard Terms incorporated by
Section 2 hereof) or the Procedures. This Agreement, along with any other
agreement or instrument delivered pursuant to this Agreement, supersedes any
prior agreement between or among the parties concerning the matters governed
hereby. This Agreement may be amended by the Trustee and the Sponsor from time
to time without the consent of the Authorized Participant or any Beneficial
Owner by the following procedure: the Trustee or the Sponsor will mail a copy
of the amendment to the Authorized Participant in compliance with the notice
provisions of this Agreement; if the Authorized Participant does not object in
writing to the amendment within fifteen (15) Business Days after receipt of the
proposed amendment, the amendment will become part of this Agreement in
accordance with its terms. Titles and section headings in this Agreement (and
in the Standard Terms incorporated by Section 2 hereof and the Procedures) are
included solely for convenient reference and are not a part of this Agreement. 


          Section 8. Governing
Law. This Agreement and all the transactions hereunder shall be governed by
and interpreted in accordance with the laws of the State of New York
(regardless of the laws that might otherwise govern under applicable New York
conflict law principles) as to all matters including matters of validity,
construction, effect, performance and remedies. The parties irrevocably submit
to the non-exclusive jurisdiction of any New York State or United States
Federal court sitting in New York City over any suit, action or proceeding
arising out of, or relating to, this Agreement. 


          Section 9. Assignment.
No party to this Agreement shall assign any rights, or delegate the performance
of any obligations, arising hereunder without the prior written consent of the
other parties hereto, which shall not be unreasonably withheld; provided, that
any entity into which a party hereto may be merged or converted, or with which
it may be consolidated, or any entity resulting from any merger, consolidation
or conversion to which a party hereunder shall be a party, shall be the
successor 


3





of such party hereto. The party resulting from any such merger,
conversion, consolidation or succession shall promptly notify the other parties
hereto of the change. Any purported assignment or delegation in violation of
these provisions shall be null and void. Notwithstanding the foregoing, any
successor Trustee appointed in compliance with the applicable Trust Agreement
shall automatically become a party hereto and shall assume all the obligations,
and be entitled to all the rights and remedies of the Trustee hereunder with
respect to the applicable Trust. 


          Section 10.
No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rule of strict construction will be applied against any party. 


          Section 11.
Counterparts. This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one
and the same instrument. 


[Signatures
Follow on Next Page]


4





          IN WITNESS WHEREOF, the parties hereto have
executed this Authorized Participant Agreement as of the date set forth above. 


THE BANK OF NEW YORK MELLON,
in its capacity as 

Trustee of the Trusts listed on Schedule A hereto 


	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 	
  

 
	
 Title: 

 	
  

 
	
 Date:

 	
  

 



ETF
SECURITIES USA LLC, in its capacity as

Sponsor of the Trusts listed on Schedule A hereto


	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 	
  

 
	
 Title:

 	
  

 
	
 Date:

 	
  

 



 [AUTHORIZED
PARTICIPANT]


	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 	
  

 
	
 Title:

 	
  

 
	
 Date:

 	
  

 


5





SCHEDULE A – APPLICABLE TRUSTS


	
  

 	
  

 
	
 •

 	
 ETFS Silver Trust, a trust created under New York law pursuant to
 that certain Depositary Trust Agreement between the Trustee and the Sponsor,
 as may be amended from time to time. 

 
	
  

 	
  

 
	
 •

 	
 ETFS Gold Trust, a trust created under New York law pursuant to that
 certain Depositary Trust Agreement between the Trustee and the Sponsor, as may
 be amended from time to time. 

 
	
  

 	
  

 
	
 •

 	
 ETFS Platinum Trust, a trust created under New York law pursuant to
 that certain Depositary Trust Agreement between the Trustee and the Sponsor,
 as may be amended from time to time. 

 
	
  

 	
  

 
	
 •

 	
 ETFS Palladium Trust, a trust created under New York law pursuant to
 that certain Depositary Trust Agreement between the Trustee and the Sponsor,
 as may be amended from time to time. 

 
	
  

 	
  

 
	
 •

 	
 ETFS Precious Metals Basket Trust, a trust created under New York law
 pursuant to that certain Depositary Trust Agreement between the Trustee and
 the Sponsor, as may be amended from time to time. 

 
	
  

 	
  

 
	
 •

 	
 ETFS White Metals Basket Trust, a trust created under New York law
 pursuant to that certain Depositary Trust Agreement between the Trustee and
 the Sponsor, as may be amended from time to time. 

 
	
  

 	
  

 
	
 •

 	
 ETFS Asian Gold Trust, a trust created under New York law pursuant to
 that certain Depositary Trust Agreement between the Trustee and the Sponsor,
 as may be amended from time to time. 

 


 [Delivery Locations, Basket Sizes and Bullion
Ounces per Share on Next Page]


6





DELIVERY LOCATIONS, BASKET SIZES 

AND BULLION OUNCES PER SHARE


Description of
Delivery and Basket Sizes: 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Delivery of Bullion

 	
  

 	
  

 	
  

 	
 Shares
 Per Basket

 	
  

 	
  

 	
 Oz.
 per Share at Inception

 
	
  

 	
  

 	

 


 	
  

 	
  

 	
  

 	

 


 	
  

 	
  

 	

 


 
	
 ETFS Physical Silver
 Shares

 	
  

 	
 Loco-London

 	
  

 	
 100,000

 	
  

 	
 1.0
 (Silver)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ETFS Physical Swiss Gold
 Shares

 	
  

 	
 Loco-Zurich/London

 	
  

 	
 50,000

 	
  

 	
 0.1
 (Gold)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ETFS Physical Platinum
 Shares

 	
  

 	
 Loco-Zurich/London

 	
  

 	
 50,000

 	
  

 	
 0.1
 (Platinum)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ETFS Physical Palladium
 Shares

 	
  

 	
 Loco-Zurich/London

 	
  

 	
 50,000

 	
  

 	
 0.1
 (Palladium)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0.03
 (Gold) & 1.1

 
	
 ETFS Physical PM Basket
 Shares

 	
  

 	
 Loco-London

 	
  

 	
 50,000

 	
  

 	
 (Silver);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Loco-Zurich/London

 	
  

 	
  

 	
  

 	
 0.004
 (Platinum) &

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0.006(Palladium)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ETFS Physical WM Basket

 	
  

 	
 Loco-London

 	
  

 	
 50,000

 	
  

 	
 [0.0]
 (Silver);

 
	
 Shares

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Loco-Zurich/London

 	
  

 	
  

 	
  

 	
 [0.0]
 (Platinum) &

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 [0.0](Palladium)

 
	
 ETFS Physical Asian Gold
 Shares

 	
  

 	
 Loco-Zurich/Singapore

 	
  

 	
 50,000

 	
  

 	
 0.1
 (Gold)

 


7





SCHEDULE 1- CREATION AND REDEMPTION PROCEDURES


8






TABLE OF CONTENTS - SCHEDULE 1


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE I
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 	
  

 
	
  

 	
 Section 1.01

 	
 Definitions

 	
 2

 
	
  

 	
 Section 1.02

 	
 Interpretation

 	
 6

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II
 CREATION PROCEDURES

 	
  

 
	
  

 	
 Section 2.01

 	
 Initial
 Creation of Shares

 	
 7

 
	
  

 	
 Section 2.02

 	
 Subsequent
 Creation of Shares

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III
 REDEMPTION PROCEDURES

 	
  

 
	
  

 	
 Section 3.01

 	
 Redemption
 of Shares

 	
 9

 
	
  

 	
  

 	
  

 	
  

 
	
 ANNEX I TO
 CREATION AND REDEMPTION PROCEDURES

 	
  

 
	
  

 	
 Creation/Redemption
 Order Form

 	
 14

 
	
  

 	
  

 	
  

 	
  

 
	
 ANNEX II TO
 CREATION AND REDEMPTION PROCEDURES

 	
  

 
	
  

 	
 Order Entry
 System Terms and Conditions

 	
 16

 


S1-1





SECOND AMENDED AND RESTATED

CREATION AND REDEMPTION PROCEDURES


          Adopted
by the Sponsor and Trustee (each as defined below) as of _________, 2010 


ARTICLE I


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION 


          Section
1.01. Definitions. For purposes of these Procedures, and the Standard
Terms incorporated by reference into the Authorized Participant Agreement to
which these Procedures are attached, unless the context otherwise requires, the
following terms will have the following meanings: 


“1933 Act” means the U.S.
Securities Act of 1933, as amended. 


“Affiliate” shall have the
meaning given to it by Rule 501(b) under the 1933 Act. 


“AP Indemnified Party”
shall have the meaning ascribed to such term in Section 6.01.a of the Standard
Terms. 


“Authorized Participant”
shall have the meaning ascribed to the term in the introductory paragraph of
the Authorized Participant Agreement. 


“Authorized Participant Agreement”
shall mean each Authorized Participant Agreement among the Authorized
Participant, the Trustee and the Sponsor into which these Creation and
Redemption Procedures are attached as Schedule 1 and the Standard Terms and
Conditions attached as Schedule 2 shall have been incorporated by reference. 


“Authorized Participant Client”
means any party on whose behalf the Authorized Participant acts in connection
with an Order (whether a customer or otherwise). 


“Authorized Representative”
shall mean, with respect to an Authorized Participant, each individual who,
pursuant to the provisions of the Authorized Participant Agreement between such
Authorized Participant, the Sponsor, and the Trustee, has the power and
authority to act on behalf of the Authorized Participant in connection with the
placement of Purchase Orders or Redemption Orders and is in possession of the
personal identification number (PIN) assigned by the Trustee for use in any
communications regarding Purchase or Redemption Orders on behalf of such
Authorized Participant. 


“Basket” shall have the
meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement. 


“Basket Amount” shall mean
the specific basket amount term defined in Section 1.1 of the relevant Trust
Agreement (e.g., the “Basket Silver Amount” in the case of the ETFS Silver
Trust; 


S1-2





the “Basket Gold Amount” in the case of the ETFS Gold Trust and the
ETFS Asian Gold Trust; the “Basket Platinum Amount” in the case of the ETFS
Platinum Trust; the “Basket Palladium Amount” in the case of the ETFS Palladium
Trust; and the “Basket Bullion Amount” in the case of the ETFS Precious Metals
Basket Trust and the ETFS White Metals Basket Trust). 


“Benchmark Price” shall
have the meaning ascribed to the term in Section 1.1 of the relevant Trust
Agreement. 


“Beneficial Owner” shall
have the meaning given to it by Rule 16a-1(a)(2) of the Securities Exchange Act
of 1934. 


“Bullion” shall mean
Silver, Gold, Platinum and/or Palladium as appropriate. 


“Business Day” shall mean,
if and as applicable, (i) each day the exchange on which the relevant Shares
trade is open for regular trading, and/or (ii) a London Business Day, and/or
(iii) a Zurich Business Day, and/or (iv) a Singapore Business Day. 


“Creation” means the
process that begins when an Authorized Participant first indicates to the
Trustee its intention to purchase one or more Baskets of a specified Trust
pursuant to these Procedures and concludes with the issuance by the Trustee and
Delivery to such Authorized Participant of the corresponding number of that
Trust’s Shares. 


“Creation and Redemption Line”
shall mean a telephone number designated as such by the Trustee and specified
in Annex I of the Procedures or otherwise communicated to each Authorized
Participant in compliance with the notice provisions of the respective
Authorized Participant Agreement. 


“Custodial Allocated Account”
shall mean the allocated bullion account established by the Trustee with the
Custodian pursuant to the relevant Custodian Agreement. 


“Custodial Unallocated Account”
shall mean the unallocated bullion account established by the Trustee with the
Custodian pursuant to the relevant Custodian Agreement. 


“Custodian” shall mean,
with respect to the ETFS Silver Trust, HSBC Bank USA National Association,
London Branch and, with respect to the ETFS Gold Trust, the ETFS Platinum
Trust, the ETFS Palladium Trust, the ETFS Precious Metals Basket Trust, the
ETFS White Metals Basket Trust and the ETFS Asian Gold Trust, JPMorgan Chase
Bank, N.A., each in their capacity as custodian under the Custodian Agreements
and any successor thereto or additional or other custodian appointed in
compliance with the provisions of the relevant Trust Agreements and relevant
Custodian Agreement(s). 


“Custodian Agreement” or
“Custodian Agreements” shall mean the applicable Custodian Agreement by and
between the Trustee and the Custodian with respect to the applicable Trust. 


“Delivery” shall mean a
delivery of Bullion or Shares, as applicable, in each case effected according
to the definition of “Deliver” in Section 1.1 of the relevant Trust Agreement. 


S1-3





“Depositor” shall mean any
Authorized Participant that deposits Bullion into the relevant Trust, either
for its own account or on behalf of another Person that is the owner or
beneficial owner of that Bullion. 


“Deposit Property” means
property which, in compliance with the provisions of the relevant Trust
Agreement, must be transferred by the Authorized Participant to the relevant
Trust in exchange for that Trust’s Shares. 


“DTC” shall mean The
Depository Trust Company, its nominees and their respective successors. 


“FINRA” means the
Financial Industry Regulatory Authority. 


“Gold” shall have the
meaning ascribed to the term in Section 1.1 of the Trust Agreements of the ETFS
Gold Trust, the ETFS Precious Metals Basket Trust and the ETFS Asian Gold
Trust, as applicable, relating to gold. 


“Initial Creation” shall
mean the initial creation of Shares pursuant to the provisions of Section 2.01
hereof. 


“LBMA” shall mean the
London Bullion Market Association. 


“London Business Day”
shall mean a day (other than a Saturday, Sunday or a public holiday in England)
on which commercial banks generally and the over-the-counter markets in silver,
with respect to ETFS Silver Trust, the ETFS Precious Metals Basket Trust and
the ETFS White Metals Basket Trust, and gold, with respect to the ETFS Gold
Trust, the ETFS Precious Metals Basket Trust and the ETFS Asian Gold Trust,
each as coordinated by the LBMA, and in platinum, with respect to the ETFS
Platinum Trust, the ETFS Precious Metals Basket Trust and the ETFS White Metals
Basket Trust, and palladium, with respect to the ETFS Palladium Trust, the ETFS
Precious Metals Basket Trust and the ETFS White Metals Basket Trust, each as
coordinated by the LPPM, are open for the transaction of business in London. 


“LPPM” shall mean the
London Platinum and Palladium Market. 


“Order” shall have the
meaning ascribed to it in Section 1 of the Authorized Participant Agreement. 


“Order Cutoff Time” shall
have the meaning ascribed to the term in Section 1.1 of the relevant Trust
Agreement. 


“Order Date” shall have,
(i) with respect to a Purchase Order, the meaning ascribed to the term in
Section 2.3(a) of the relevant Trust Agreement; and (ii) with respect to a Redemption
Order, the meaning ascribed to the term in Section 2.6(a) of the relevant Trust
Agreement. 


“Ounce” shall have the
meaning ascribed to the term in Section 1.1 of the relevant Trust Agreement. 


S1-4





“Palladium” shall have the
meaning ascribed to the term in Section 1.1 of the Trust Agreements of the ETFS
Palladium Trust, the ETFS Precious Metals Basket Trust and the ETFS White
Metals Trust, as applicable, relating to palladium. 


“Person” shall mean any
natural person or any limited liability company, corporation, partnership,
joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof. 


“Platinum” shall have the
meaning ascribed to the term in Section 1.1 of the Trust Agreements of the ETFS
Platinum Trust, the ETFS Precious Metals Basket Trust and the ETFS White Metals
Trust, as applicable, relating to platinum. 


“Procedures” shall have
the meaning ascribed to it in Section 1 of the Authorized Participant
Agreement. 


“Prospectus” or “Prospectuses” means the current prospectus
of the relevant Trust included in its effective registration statement, as
supplemented or amended from time to time. 


“Purchase Order” shall
have the meaning ascribed to it in Section 1 of the Authorized Participant
Agreement. 


“Redemption Order” shall
have the meaning ascribed to it in Section 1 of the Authorized Participant
Agreement. 


“Shares” means Shares
issued by the relevant Trust pursuant to the provisions of the relevant Trust
Agreement. 


“Silver” shall have the
meaning ascribed to the term in Section 1.1 of the Trust Agreements of the ETFS
Silver Trust, the ETFS Precious Metals Basket Trust and the ETFS White Metals
Trust, as applicable, relating to silver. 


“Singapore Business Day”
shall mean a day (other than a Saturday, Sunday or a public holiday in
Singapore) on which commercial banks generally and the over-the-counter markets
in gold, with respect to the ETFS Asian Gold Trust, are open for the
transaction of business in Singapore. 


“Sponsor” shall mean ETF
Securities USA LLC, a Delaware limited liability company. 


“Sponsor Indemnified Party”
shall have the meaning ascribed to such term in Section 6.01.b of the Standard
Terms. 


“Trustee” shall mean The
Bank of New York Mellon, a New York banking corporation, in its capacity as
Trustee under each Trust Agreement, and any successor thereto in compliance
with the provisions thereof. 


S1-5





“Trust” or “Trusts” shall have the meanings ascribed to
them in the introductory paragraph of the Authorized Participant Agreement. 


“Trust Agreement” or “Trust Agreements” shall have the meanings
ascribed to them in the introductory paragraph of the Authorized Participant
Agreement. 


“Unallocated Basis” shall
have the meaning ascribed to the term in Section 1.1 of the relevant Trust
Agreement. 


“VAT” shall mean (a) any
tax imposed pursuant to or in compliance with the Sixth Directive of the
Council of the European Economic Communities (77/388/EEC) including, in
relation to the United Kingdom, value added tax imposed by the Value Added Tax
Act 1994 and legislation and regulations supplemental thereto; and (b) any
other tax of a similar nature, whether imposed in a member state of the
European Union or elsewhere, in substitution for, or levied in addition to,
such tax referred to in “(a)”. 


“Zurich Business Day”
shall mean a day (other than a Saturday, Sunday or a public holiday in
Switzerland) on which commercial banks generally and the over-the-counter
markets in gold, with respect to the ETFS Gold Trust, platinum, with respect to
the ETFS Platinum Trust, the ETFS Precious Metals Basket Trust and the ETFS
White Metals Basket Trust, and palladium, with respect to the ETFS Palladium
Trust, the ETFS Precious Metals Basket Trust and the ETFS White Metals Basket
Trust, are open for the transaction of business in Zurich. 


          Section
1.02. Interpretation. In these Procedures: 


          Unless
otherwise indicated, all references to Sections, clauses, paragraphs, schedules
or exhibits, are to Sections, clauses, paragraphs, schedules or exhibits in or
to these Procedures. 


          To the
extent that term(s) defined in Section 1.01 apply to a Trust that has not
commenced operations as of any relevant date and such Trust is listed or to be
listed on Schedule A of the Authorized Participant Agreement, such term(s)
shall not be operative and any provisions relating to such a Trust and its
Shares contained in the Authorized Participant Agreement shall have no effect
until such Trust commences operations and its Trust Agreement and applicable
Custodian Agreement have been executed and delivered whereupon such terms and
provisions shall become automatically operative and effective without any
further action by the parties to the Authorized Participant Agreement. 


          The words
“hereof”, “herein”, “hereunder” and words of similar import shall refer to
these Procedures as a whole, and not to any individual provision in which such
words may appear. 


          A reference
to any statute, law, decree, rule, regulation or other applicable norm shall be
construed as a reference to such statute, law, decree, rule, regulation or
other applicable norm as re-enacted, re-designated or amended from time to
time. 


S1-6





          A reference
to any agreement, instrument or document shall be construed as a reference to
such agreement, instrument or document as the same may have been amended from
time to time in compliance with the provisions thereof. 


ARTICLE II


CREATION PROCEDURES


          Section
2.01. Initial Creation of Shares. The initial creation of Shares of a
Trust will take place in compliance with such procedures as the Trustee, the
Sponsor and the initial Depositor may agree. 


          Section
2.02. Subsequent Creation of Shares. After the Initial Creation, the
issuance and Delivery of Shares of a specified Trust shall take place only in
integral numbers of Baskets in compliance with the following rules: 


          a.
Authorized Participants wishing to acquire from the Trustee one or more Baskets
shall place a Purchase Order with the Trustee no later than 3:59:59 p.m. (New
York time) on any Business Day. Purchase Orders received by the Trustee on or
after the Order Cutoff Time on a Business Day shall be considered received at
the opening of business on the next Business Day and shall have as their Order
Date such next Business Day. 


          b. For
purposes of Section 2.02a. above, a Purchase Order shall be deemed “received”
by the Trustee only when either of the following has occurred no later than
3:59:59 p.m. (New York time): 


	
  

 	
  

 
	
  

 	
           (i)
 Telephone/fax Order – An Authorized Representative shall have placed a
 telephone call to the Trustee’s Creation and Redemption Line and has received
 an Order Number from the Trustee for insertion in the Purchase Order, or 

 
	
  

 	
  

 
	
  

 	
           (ii)
 Web-based Order – An Authorized Representative shall have accessed the
 Trustee’s online services (www.etfservices.bankofny.com) 

 


in either case informing the Trustee that the Authorized Participant
wishes to place a Purchase Order for a specified number of Baskets and, in the
case of a telephone order, within 15 minutes following such telephone call the
Trustee shall have received a properly completed, irrevocable Purchase Order in
the form set out in Annex I to these Procedures executed by an Authorized
Representative of such Authorized Participant, via facsimile at the number
specified in such Annex I. 


          c. The
Trustee shall provide a written summary to the Sponsor and the Custodian of all
accepted Purchase Orders for such Order Date no later than 5:30 p.m. (New York
time). 


          d. As soon
as reasonably practicable following receipt of a properly completed Purchase
Order but not later than 5:30 p.m. (New York time) on the Order Date for such
Purchase Order, the Trustee shall send to the Authorized Participant (with copy
to the 


S1-7





Custodian), via facsimile or electronic mail message, a copy of the
corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating
the Basket Amount that the Authorized Participant shall Deliver to the
Custodian in respect of each Basket. Prior to the transmission of the Trustee’s
acceptance as specified above, a Purchase Order will only represent the
Authorized Participant’s unilateral offer to deposit Bullion in exchange for Baskets
of Shares and will have no binding effect upon the Trust or any other party.
Following the transmission of the Trustee’s acceptance as specified above, a
Purchase Order will be a binding agreement among the Trust and the Authorized
Participant for the creation and purchase of Baskets of Shares and the deposit
of Bullion pursuant to the terms of the Purchase Order and these Procedures. If
a Purchase Order is rejected, the Trustee shall send to the Authorized
Participant (with copy to the Custodian), via facsimile or electronic mail
message, as soon as reasonably practicable, but not later than 5:30 p.m. (New
York time) on the Order Date for such Purchase Order, a copy of the
corresponding Purchase Order endorsed “Declined” by the Trustee and indicating the
reason. The preceding sentence notwithstanding, Purchase Orders not accepted by
5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A
Purchase Order which is not properly completed will be deemed invalid and
rejected by the Trustee; the Authorized Participant may submit a corrected
Purchase Order within the time period specified in Section 1.09 of the Standard
Terms. 


          e. Each
Purchase Order shall settle on the third Business Day following the Order Date.
The Basket Amount corresponding to each Basket must be deposited in the
Custodial Unallocated Account in unallocated Bullion (i) loco London with
respect to Silver for the ETFS Silver Trust, the ETFS Precious Metals Basket
Trust and the ETFS White Metals Basket Trust, (ii) loco London with respect to
Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco
London with respect to Gold for the ETFS Gold Trust, (iv) loco Zurich or loco
London with respect to Platinum and Palladium for the ETFS Platinum Trust, the
ETFS Palladium Trust, the ETFS Precious Metals Basket Trust and the ETFS White
Metals Basket Trust, and (v) loco Singapore or loco London with respect to Gold
for the ETFS Asian Gold Trust, , no later than 11:00 a.m. (London time) on the
third Business Day following the Order Date. With respect to Gold for the ETFS
Gold Trust and the ETFS Asian Gold Trust and where the Authorized Participant
elects loco London, the Authorized Participant must first agree to the cost of
the loco swap with the Custodian and reimburse the Custodian for any amount
owed under such swap. 


          f. The
Custodian shall advise the Trustee in writing of the deposits made to the
Custodial Allocated Account in connection with each Purchase Order. Upon
receipt of such advice, the Trustee shall determine whether a deposit of
Bullion required to be made pursuant to Section 2.02e. has not been noted as
deposited in the Trustee’s Custodial Unallocated Account. In such event, the
Trustee shall, by the Trustee’s close of business on the second Business Day
following the Order Date, (i) send to the Custodian, via electronic mail
message, a request that the Custodian confirm that the Custodian did not
receive the anticipated deposit of Bullion, and (ii) send to the Authorized
Participant whose deposit was not received, via facsimile at the facsimile
number specified by the Authorized Participant in the Purchase Order, a
concurrent copy of such request. 


          g. On the
third Business Day following the Order Date corresponding to a Purchase Order,
or on such earlier date and time as the Trustee in its absolute discretion may
agree with 


S1-8





the Authorized Participant, the Trustee shall issue the aggregate
number of Shares corresponding to the Baskets ordered by the Authorized
Participant and Deliver them, by credit to the account at DTC which the
Authorized Participant shall have identified for such purpose in its Purchase
Order, provided that, by 9:00 a.m. (New York time) on the date such issuance
and Delivery is to take place: 


	
  

 	
  

 
	
  

 	
           (i) the
 Custodian shall have reported in writing to the Trustee that the
 corresponding required amount of Bullion has been deposited in the Trustee’s
 Custodial Unallocated Account in compliance with the provisions of Section
 2.02e. above and 

 
	
  

 	
  

 
	
  

 	
           (ii) the
 Authorized Participant shall have paid or agreed to pay the Trustee a per
 order transaction fee in the amount of US$500, if applicable. 

 


          h. In all
other cases, the Trustee shall issue the aggregate number of Shares
corresponding to the Baskets ordered by the Authorized Participant and Deliver
them by credit to the account at DTC which the Authorized Participant shall
have identified for such purpose in its Purchase Order on the Business Day
following the date on which all of the conditions set forth in clauses (i) and
(ii) of Section 2.02g. above shall have been met. In the event that, by 11:00
a.m. (New York time) on the third Business Day following the Order Date of a
Purchase Order, the Trustee’s Custodial Unallocated Account shall not have been
credited with the required amount of Bullion in compliance with the provisions
of section 2.02e. above, the Trustee shall send to the Authorized Participant
and the Custodian via fax or electronic mail message notice of such fact and the
Authorized Participant shall have two (2) Business Days following receipt of
such notice to correct such failure. If such failure is not cured within such
two (2) Business Day period, the Trustee shall, unless the Sponsor shall
otherwise direct, cancel such Purchase Order and will send via fax or
electronic mail message notice of such cancellation to the Authorized
Participant and the Custodian, and the Authorized Participant will be solely
responsible for all costs incurred by the Trust, the Trustee or the Custodian
related to the cancelled Order. 


          i. The
foregoing provisions notwithstanding, neither the Trustee nor the Custodian
shall be liable for any failure or delay in making Delivery of Shares in
respect of a Purchase Order arising from nuclear fission or fusion,
radioactivity, war, terrorist event, invasion, insurrection, civil commotion,
riot, strike, act of government, public authority, public service or utility
problems, power outages resulting in telephone, telecopy and computer failures,
act of God such as fires, floods, extreme weather conditions, market conditions
or activities causing trading halts, systems failures involving computer or
other information systems affecting a Trust, the Trustee, the Custodian or
sub-custodian, metal clearing bank delays and similar extraordinary events
beyond the Trustee’s control. In the event of any such delay, the time to
complete Delivery in respect of a Purchase Order will be extended for a period
equal to that during which the inability to perform continues. 


          j. Except
as provided in Sections 2.02d., 2.02f. and 2.02h., none of the Trustee, the
Sponsor, the Custodian, nor any sub-custodian are under any duty, to give
notification of any defects or irregularities in any Purchase Order or the
delivery of the Basket Amount, and shall not incur any liability for the
failure to give any such notification. 


S1-9





          k. Purchase
Orders may be rejected under the circumstances specified in the applicable
Prospectus. 


ARTICLE III


REDEMPTION PROCEDURES


          Section
3.01. Redemption of Shares. Redemption of Shares of a specified Trust
shall take place only in integral numbers of Baskets in compliance with the
following rules: 


          a.
Authorized Participants wishing to redeem one or more Baskets shall place a
Redemption Order with the Trustee no later than 3:59:59 p.m. (New York time) on
any Business Day. Redemption Orders received by the Trustee on or after the
Order Cutoff Time on any Business Day shall be considered received at the opening
of business on the next Business Day and shall have as their Order Date such
next Business Day. 


          b. For
purposes of Section 3.01a. above, a Redemption Order shall be deemed “received”
by the Trustee only when either of the following has occurred no later than
3:59:59 p.m. (New York time): 


	
  

 	
  

 
	
  

 	
           (i)
 Telephone/fax Order – An Authorized Representative shall have placed a
 telephone call to the Trustee’s Creation and Redemption Line and has received
 an Order Number from the Trustee for insertion in the Redemption Order, or 

 
	
  

 	
  

 
	
  

 	
           (ii)
 Web-based Order – An Authorized Representative shall have accessed the
 Trustee’s online services (www.etfservices.bankofny.com) 

 


in either case informing the Trustee that the Authorized Participant
wishes to place a Redemption Order for a specified number of Baskets and, in
the case of a telephone order, within 15 minutes following such telephone call
the Trustee shall have received a duly completed, irrevocable Redemption Order
in the form set out in Annex I to these Procedures executed by an Authorized
Representative of such Authorized Participant, via facsimile at the number
specified in such Annex I. 


          c. Upon
receipt of a properly completed Redemption Order, the Trustee shall send to the
Authorized Participant (with copy to the Custodian), via facsimile or
electronic mail message, as soon as reasonably practicable, but not later than
5:30 p.m. (New York time) on the Order Date for such Redemption Order a copy of
the corresponding Redemption Order endorsed “Accepted” by the Trustee and
indicating the Basket Amount that the Custodian shall Deliver to the Authorized
Participant in respect of each Basket being redeemed. 


          d. The
Trustee shall, by the Trustee’s close of business on the second Business Day
following the Order Date of a Redemption Order, confirm in writing to the
Custodian whether each of the following has occurred: 


S1-10









	
  

 	
  

 
	
  

 	
           (i) the
 Authorized Participant has Delivered to the Trustee’s account at DTC the total
 number of Shares to be redeemed by such Authorized Participant pursuant to
 such Redemption Order; and 

 
	
  

 	
  

 
	
  

 	
           (ii) the
 Authorized Participant has paid or agreed to pay the Trustee a per order
 transaction fee of US$500, if applicable. 

 


Provided that the Custodian has received written confirmation from the
Trustee that the conditions set forth in clauses (i) and (ii) of Section 3.01d.
above have been satisfied, the Custodian shall: 


          (1) on the
next following Business Day, Deliver: 


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
  unallocated Silver loco London; 

 
	
  

 	
 •

 	
  unallocated Gold loco London (for the ETFS Precious Metals
 Basket Trust only); 

 
	
  

 	
 •

 	
  unallocated Gold loco Zurich (for the ETFS Gold Trust only); 

 
	
  

 	
 •

 	
  unallocated Gold loco Singapore (for the ETFS Asian Gold Trust
 only); 

 
	
  

 	
 •

 	
 unallocated Platinum loco Zurich; 

 
	
  

 	
 •

 	
 unallocated Platinum loco London; 

 
	
  

 	
 •

 	
 unallocated Palladium loco Zurich; and/or 

 
	
  

 	
 •

 	
 unallocated Palladium loco London 

 
	
  

 	
  

 	
  

 
	
           (as
 applicable to the specific Redemption Order); and 

 
	
  

 	
  

 	
  

 
	
           (2)
 within the next following three Business Days, Deliver: 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
  unallocated Gold loco London (for the ETFS Gold Trust and ETFS
 Asian Gold Trust only) 

 
	
  

 	
  

 	
  

 
	
           (as
 applicable to the specific Redemption Order) 

 


in the amounts specified in the communication sent in compliance with
Section 3.01c. above, to the account indicated by the redeeming Authorized
Participant in its Redemption Order (which shall be an appropriate bullion
account with an LBMA member or LPPM member, as applicable for the type of
Bullion involved). With respect to Gold from the ETFS Gold Trust and ETFS Asian
Gold Trust and where the Authorized Participant elects loco London delivery,
the Authorized Participant must first agree to the cost of the loco swap with the
Custodian and reimburse the Custodian for any amount owed under such swap.
Having made such Delivery, the Custodian shall send written confirmation
thereof to the Trustee who shall then cancel the Shares so redeemed. 


          e. In all
other cases, Delivery must be completed by the Custodian as soon as, in the
reasonable judgment of the Custodian, it is practicable following receipt of
written confirmation from the Trustee that the conditions set forth in clauses
(i) and (ii) of Section 3.01d. above have been satisfied. 


S1-11





          f. The
foregoing provisions notwithstanding, neither the Trustee nor the Custodian
shall be liable for any failure or delay in making Delivery of Bullion in
respect of a Redemption Order arising from nuclear fission or fusion,
radioactivity, war, terrorist event, invasion, insurrection, civil commotion,
riot, strike, act of government, public authority, public service or utility
problems, power outages resulting in telephone, telecopy and computer failures,
act of God such as fires, floods, extreme weather conditions, market conditions
or activities causing trading halts, systems failures involving computer or
other information systems affecting a Trust, the Trustee, the Custodian or
sub-custodian, metal clearing bank delays and similar extraordinary events
beyond the Trustee’s control. In the event of any such delay, the time to
complete Delivery in respect of a Redemption Order will be extended for a
period equal to that during which the inability to perform continues. 


          g. In the
event that, by 4:00 p.m. (New York time) on the second Business Day following
the Order Date of a Redemption Order, Trustee’s account at DTC shall not have
been credited with the total number of Shares corresponding to the total number
of Baskets to be redeemed pursuant to such Redemption Order, the Trustee shall
send to the Authorized Participant and the Custodian via fax or electronic mail
message notice of such fact and the Authorized Participant shall have two (2)
Business Days following receipt of such notice to correct such failure. If such
failure is not cured within such two (2) Business Day period, the Trustee (in
consultation with the Sponsor) will cancel such Redemption Order and will send
via fax or electronic mail message notice of such cancellation to the
Authorized Participant and the Custodian, and the Authorized Participant will
be solely responsible for all costs incurred by the Trust, the Trustee or the
Custodian related to the cancelled Order. The Trustee is authorized to Deliver
the Basket Amount for a Redemption Order notwithstanding that the Basket(s) to
be redeemed are not credited to the Trustee’s DTC account by 9:00 a.m. (New
York time) on the third Business Day following the Order Date of a Redemption
Order if the Authorized Participant has collateralized its obligation to
deliver the Baskets through DTC’s book entry system on such terms as the
Sponsor and the Trustee may from time to time agree upon. 


          h. The
redemption of Shares may be suspended or rejected under the circumstances
specified in the applicable Prospectus. 


[Signatures
Follow on Next Page]


S1-12





          IN WITNESS WHEREOF, the Sponsor and the
Trustee have executed these First Amended and Restated Creation and Redemption
Procedures as of the date set forth above. 


	
  

 	
  

 
	
 THE BANK OF
 NEW YORK MELLON, in its capacity as Trustee

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	

 


 
	
 Name:

 
	
 Title:

 
	
  

 	
  

 
	
 ETF
 SECURITIES USA LLC, in its capacity as Sponsor

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	

 


 
	
 Name:

 
	
 Title:

 


S1-13






ANNEX I TO CREATION AND REDEMPTION PROCEDURES


THE BANK OF NEW YORK MELLON, TRUSTEE

CREATION/REDEMPTION ORDER FORM

UNALLOCATED ORDERS ONLY


	
  

 	
  

 
	
 CONTACT
 INFORMATION FOR ORDER EXECUTION:

 
	
 Telephone
 order number:

 	
 (718)
 315-7500

 
	
 Fax order
 number:

 	
 (732)
 667-9478

 






	
  

 	
  

 	
  

 
	
 Participant must complete all items in Part 1. The Trustee in its
 discretion may reject any order not submitted in proper form. 

 
	
  

 
	
 I. TO BE COMPLETED BY PARTICIPANT: 

 
	
  

 
	
 Name of
 Trust: __________________________________________________

 	
  

 






	
  

 	
  

 	
  

 
	
 Date: _____________________________________________

 	
  

 	
 Time: __________________________________________________

 
	
 Broker Name: ______________________________________

 	
  

 	
 Authorized Participant Firm Name: __________________________

 
	
 DTC Participant Number: ____________________________

 	
  

 	
 Fax Number: ____________________________________________

 
	
 Telephone Number: _________________________________

 	
  

 	
 Symbol: ________________________________________________

 
	
  

 	
  

 	
  

 
	
 Type of
 order (Check Creation or Redemption please)

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Creation: __________________________________________

 	
  

 	
 Redemption: _____________________________________________

 
	
  

 	
  

 	
  

 
	
 # of Baskets: _______________________________________

 	
  

 	
 Number of Baskets written out: ______________________________

 
	
  

 	
  

 	
  

 
	
 Order # ____________________________________________

 	
  

 	
  

 



Please
indicate Bullion clearing agent: 


For Silver involving the ETFS Silver Trust
only


HSBC   o


For Silver involving the ETFS Precious Metals
Basket Trust or the ETFS White Metals Basket Trust and for Gold, Palladium and
Platinum 


JP
Morgan          o          Other
(please specify clearing agent): _____________________________ 


Account number
for Bullion delivery: ___________________________________________________________________________________ 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With
 respect to Silver only):

 	
  

 	
 loco London

 	
 o

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With
 respect to Gold involving the ETFS Precious Metals Basket Trust only):

 	
  

 	
 loco London

 	
 o

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With respect
 to Gold involving the ETFS Gold Trust only):

 	
  

 	
 loco London

 	
 o

 	
  

 	
 loco Zurich

 	
 o

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With
 respect to Gold involving the ETFS Asian Gold Trust only):

 	
  

 	
 loco London

 	
 o

 	
  

 	
 loco
 Singapore

 	
 o

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With
 respect to Platinum only):

 	
  

 	
 loco London

 	
 o

 	
  

 	
 loco Zurich

 	
 o

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (With
 respect to Palladium only):

 	
  

 	
 loco London

 	
 o

 	
  

 	
 loco Zurich

 	
 o

 


This Purchase or Redemption Order is subject to the terms and
conditions of the Trust Agreement of the Shares of the Trust as currently in
effect and the Authorized Participant Agreement between the Authorized
Participant, the Trustee and the Sponsor named therein. All representations and
warranties of the Authorized Participant set forth in such Trust Agreement
(including, if this is a 


S1-14





Purchase Order, the representations in Section 3.2 of the Trust
Agreement) and in the Authorized Participant Agreement are incorporated herein
by reference and are true and accurate as of the date hereof. 


The undersigned does hereby certify as of the date set forth below that
he/she is an Authorized Representative under the Authorized Participant
Agreement and that he/she is authorized to deliver this Purchase or Redemption
Order to the Trustee on behalf of the Authorized Participant. The Authorized
Participant acknowledges and agrees that (1) once accepted by the Trustee, this
Purchase or Redemption Order will become a legally binding contract for the
delivery by the Authorized Participant of the Basket Amount per Basket for a
Purchase Order, or the number of Baskets for a Redemption Order, indicated
above, and that the final Basket Amount will be announced at the conclusion of
the trading day and, (2) any taxes (including Value Added Taxes) incurred in
connection with this transaction will be the responsibility of, and will be
reimbursed upon demand from the Custodian or the Trust by, the Authorized
Participant if required pursuant to the Authorized Participant Agreement. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
 Authorized
 Representative’s Signature

 	
  

 	
                     Date
 

 


S1-15





II. TO BE COMPLETED BY TRUSTEE: 


This certifies
that the above order has been: 


_________________________
Accepted by the Trustee 


_________________________
Declined-Reason: ____________________________________________________ 


Final # of
Ounces: 


_____________________________________________
(Gold)


_____________________________________________
(Silver)


_____________________________________________
(Platinum)


_____________________________________________
(Palladium) 


Final # of
Shares: _________________


Final Cash Due
to BNYM __________________________


	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Date

 	
  

 	
 Time

 	
  

 	
 Authorized
 Signature of Trustee 

 


S1-16






ANNEX II TO CREATION AND REDEMPTION
PROCEDURES


ORDER ENTRY SYSTEM TERMS AND CONDITIONS


          This
Annex II shall govern use by Authorized Participant of the electronic order
entry system for placing Purchase Orders and Redemption Orders for Shares (the
“System”). Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in Schedule 1 of the Authorized Participant Agreement. In the event of any
conflict between the terms of this Annex II and the main body of the Authorized
Participant Agreement with respect to the placing of Purchase Orders and
Redemption Orders, the terms of this Annex II shall control. 


1.       (a)
Authorized Participant shall provide to The Bank of New York Mellon a duly
executed authorization letter, in a form satisfactory to The Bank of New York
Mellon, identifying those authorized persons who will access the System (the “Authorized Persons”). Authorized
Participant shall notify The Bank of New York Mellon in writing in the event
that any person’s status as an Authorized Person is revoked or terminated as
soon as possible, in order to give The Bank of New York Mellon a reasonable
opportunity to terminate such Authorized Person’s access to the System. 


          (b)
It is understood and agreed that each Authorized Person shall be designated as
an authorized user of Authorized Participant for the purpose of the Authorized
Participant Agreement. Upon termination of the Authorized Participant
Agreement, the Authorized Participant’s and each Authorized Person’s access
rights with respect to System shall be immediately revoked. 


2.       The
Bank of New York Mellon grants to Authorized Participant a personal,
nontransferable and nonexclusive license to use the System solely for the
purpose of transmitting Purchase Orders and Redemption Orders and otherwise
communicating with The Bank of New York Mellon in connection with the same.
Authorized Participant shall use the System solely for its own internal and
proper business purposes. Except as set forth herein, no license or right of
any kind is granted to Authorized Participant with respect to the System.
Authorized Participant acknowledges that The Bank of New York Mellon and its
suppliers retain and have title and exclusive proprietary rights to the System.
Authorized Participant further acknowledges that all or a part of the System
may be copyrighted or trademarked (or a registration or claim made therefor) by
The Bank of New York Mellon or its suppliers. Authorized Participant shall not
take any action with respect to the System inconsistent with the foregoing
acknowledgments. Authorized Participant may not copy, distribute, sell, lease
or provide, directly or indirectly, the System or any portion thereof to any
other person or entity without The Bank of New York Mellon’s prior written
consent. Authorized Participant may not remove any statutory copyright notice
or other notice included in the System. Authorized Participant shall reproduce
any such notice on any reproduction of any portion of the System and shall add
any statutory copyright notice or other notice upon The Bank of New York
Mellon’s request. 


2.       (a)
Authorized Participant acknowledges that any user manuals or other
documentation (whether in hard copy or electronic form) (collectively, the “Material”), which is delivered or made
available to Authorized Participant regarding the System is the exclusive and
confidential property of The Bank of New York Mellon. Authorized Participant
shall keep the Material confidential by using the same care and discretion that
Authorized Participant uses with respect to its own confidential property and
trade secrets, but in no event less than reasonable care. Authorized
Participant may make such copies of the Material as is reasonably necessary for
Authorized Participant to use the System and shall reproduce The Bank of New
York Mellon’s proprietary markings on any such copy. The foregoing shall not in
any way be deemed to affect the copyright status of any of the Material which
may be copyrighted and shall apply to all Material whether or not copyrighted.
THE BANK OF NEW YORK MELLON AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR
IMPLIED, CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 


S1-17





(b)
Upon termination of the Authorized Participant Agreement for any reason,
Authorized Participant shall return to The Bank of New York Mellon all copies
of the Material which is in Authorized Participant’s possession or under its
control. 


3.       Authorized
Participant agrees that it shall have sole responsibility for maintaining
adequate security and control of the user IDs, passwords and codes for access
to the System, which shall not be disclosed to any third party without the
prior written consent of The Bank of New York Mellon. The Bank of New York
Mellon shall be entitled to rely on the information received by it from the
Authorized Participant and The Bank of New York Mellon may assume that all such
information was transmitted by or on behalf of an Authorized Person regardless
of by whom it was actually transmitted. 


4.       The
Bank of New York Mellon shall have no liability in connection with the use of
the System, the access granted to the Authorized Participant and its Authorized
Persons hereunder, or any transaction effected or attempted to be effected by
the Authorized Participant hereunder, except for damages incurred by the
Authorized Participant as a direct result of The Bank of New York Mellon’s gross
negligence or willful misconduct. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, IT IS HEREBY AGREED THAT IN NO EVENT SHALL THE BANK OF NEW YORK
MELLON OR ANY MANUFACTURER OR SUPPLIER OF EQUIPMENT, SOFTWARE OR SERVICES BE
RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHICH
THE AUTHORIZED PARTICIPANT MAY INCUR OR EXPERIENCE BY REASON OF ITS HAVING
ENTERED INTO OR RELIED ON THIS AGREEMENT, OR IN CONNECTION WITH THE ACCESS
GRANTED TO AUTHORIZED PARTICIPANT HEREUNDER, OR ANY TRANSACTION EFFECTED OR
ATTEMPTED TO BE EFFECTED BY AUTHORIZED PARTICIPANT HEREUNDER, EVEN IF THE BANK
OF NEW YORK MELLON OR SUCH MANUFACTURER OR SUPPLIER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, NOR SHALL THE BANK OF NEW YORK MELLON OR ANY SUCH
MANUFACTURER OR SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER
BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION
FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND
SUCH PERSON’S REASONABLE CONTROL. 


5.       The
Bank of New York Mellon reserves the right to revoke Authorized Participant’s
access to the System immediately and without notice upon any breach by the
Authorized Participant of the terms and conditions of this Annex II. 


6.       The
Bank of New York Mellon shall acknowledge through the System its receipt of
each Purchase Order or Redemption Order communicated through the System, and in
the absence of such acknowledgment The Bank of New York Mellon shall not be
liable for any failure to act in accordance with such orders and Authorized
Participant may not claim that such Purchase Order or Redemption Order was
received by The Bank of New York Mellon. The Bank of New York Mellon may in its
discretion decline to act upon any instructions or communications that are
insufficient or incomplete or are not received by The Bank of New York Mellon
in sufficient time for The Bank of New York Mellon to act upon, or in
accordance with such instructions or communications. 


          7.       Authorized
Participant agrees to use reasonable efforts to prevent the transmission
through the System of any software or file which contains any viruses, worms,
harmful component or corrupted data and agrees not to use any device, software,
or routine to interfere or attempt to interfere with the proper working of the
Systems. 


          8.       Authorized
Participant acknowledges and agrees that encryption may not be available for
every communication through the System, or for all data. Authorized Participant
agrees that The Bank of New York Mellon may deactivate any encryption features
at any time, without notice or liability to Authorized Participant, for the
purpose of maintaining, repairing or troubleshooting its systems. 


S1-18





SCHEDULE 2- STANDARD TERMS





TABLE OF CONTENTS - SCHEDULE 2


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE I ORDERS FOR
 PURCHASE AND REDEMPTION

 	
  

 	
  

 	
  

 
	
  

 	
 Section 1.01.

 	
  

 	
 Authorization to Purchase
 and Redeem Baskets

 	
  

 	
 1

 	
  

 
	
  

 	
 Section 1.02.

 	
  

 	
 Procedures for Orders

 	
  

 	
 1

 	
  

 
	
  

 	
 Section 1.03.

 	
  

 	
 Consent to Recording

 	
  

 	
 1

 	
  

 
	
  

 	
 Section 1.04.

 	
  

 	
 Irrevocability

 	
  

 	
 1

 	
  

 
	
  

 	
 Section 1.05.

 	
  

 	
 Costs and Expenses

 	
  

 	
 2

 	
  

 
	
  

 	
 Section 1.06.

 	
  

 	
 Delivery of Property to
 the Trust

 	
  

 	
 2

 	
  

 
	
  

 	
 Section 1.07.

 	
  

 	
 Title to Deposit Property
 and Shares Surrendered for Redemption

 	
  

 	
 2

 	
  

 
	
  

 	
 Section 1.08.

 	
  

 	
 Certain Payments or Distributions

 	
  

 	
 3

 	
  

 
	
  

 	
 Section 1.09.

 	
  

 	
 Ambiguous Instructions

 	
  

 	
 3

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II AUTHORIZED
 REPRESENTATIVES

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.01.

 	
  

 	
 Certification

 	
  

 	
 4

 	
  

 
	
  

 	
 Section 2.02.

 	
  

 	
 PIN Numbers

 	
  

 	
 4

 	
  

 
	
  

 	
 Section 2.03.

 	
  

 	
 Termination of Authority

 	
  

 	
 4

 	
  

 
	
  

 	
 Section 2.04.

 	
  

 	
 Verification

 	
  

 	
 5

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III STATUS OF THE
 AUTHORIZED PARTICIPANT

 	
  

 	
  

 	
  

 
	
  

 	
 Section 3.01.

 	
  

 	
 Clearing Status

 	
  

 	
 5

 	
  

 
	
  

 	
 Section 3.02.

 	
  

 	
 Broker-Dealer Status

 	
  

 	
 5

 	
  

 
	
  

 	
 Section 3.03.

 	
  

 	
 Foreign Status

 	
  

 	
 5

 	
  

 
	
  

 	
 Section 3.04.

 	
  

 	
 Compliance with Certain
 Laws

 	
  

 	
 6

 	
  

 
	
  

 	
 Section 3.05.

 	
  

 	
 Authorized Participant
 Status

 	
  

 	
 6

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IV ROLE OF
 AUTHORIZED PARTICIPANT

 	
  

 	
  

 	
  

 
	
  

 	
 Section 4.01.

 	
  

 	
 No Agency

 	
  

 	
 6

 	
  

 
	
  

 	
 Section 4.02.

 	
  

 	
 Rights and Obligations of
 DTC Participant

 	
  

 	
 6

 	
  

 
	
  

 	
 Section 4.03.

 	
  

 	
 Beneficial Owner
 Communications

 	
  

 	
 6

 	
  

 
	
  

 	
 Section 4.04.

 	
  

 	
 Authorized Participant
 Customer Information

 	
  

 	
 7

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE V MARKETING
 MATERIALS AND REPRESENTATIONS AND WARRANTIES

 	
  

 	
  

 	
  

 
	
  

 	
 Section 5.01.

 	
  

 	
 Authorized Participant’s
 Representation

 	
  

 	
 7

 	
  

 
	
  

 	
 Section 5.02.

 	
  

 	
 Prospectus

 	
  

 	
 7

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VI
 INDEMNIFICATION; LIMITATION OF LIABILITY

 	
  

 	
  

 	
  

 
	
  

 	
 Section 6.01.

 	
  

 	
 Indemnification

 	
  

 	
 8

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VII MISCELLANEOUS

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.01.

 	
  

 	
 Commencement of Trading

 	
  

 	
 10

 	
  

 


i





                    STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS
(the “Standard Terms”) agreed to
as of _________, 2010 by and between The Bank of New York Mellon, a New York
banking corporation (the “Trustee”),
and ETF Securities USA LLC, a Delaware limited liability company (the “Sponsor”). 


ARTICLE I


ORDERS FOR PURCHASE AND REDEMPTION


          Section
1.01. Authorization to Purchase and Redeem Baskets. Subject to the
provisions of the Authorized Participant Agreement, during the term of the
Authorized Participant Agreement the Authorized Participant will be authorized
to purchase and redeem Baskets of Shares in compliance with the provisions of
the relevant Prospectus. 


          Section
1.02. Procedures for Orders. Each party hereto agrees to comply with the
provisions of the relevant Prospectus and the Procedures to the extent
applicable to it. 


          Section
1.03. Consent to Recording. The phone lines used by the Trustee, the
Custodian, the Sponsor and/or their affiliated persons may be recorded, and the
Authorized Participant hereby consents to the recording of all calls with any
of those parties. In the event that the Trustee, the Custodian, the Sponsor or
any of their affiliated persons becomes legally compelled to disclose to any
third party any recording involving communications with the Authorized
Participant, the Sponsor agrees to provide the Authorized Participant with
reasonable advance written notice identifying the recordings to be so disclosed
unless prohibited by applicable rule, law or order, together with copies of
such recordings, so that the Authorized Participant may seek a protective order
or other appropriate remedy with respect to the recordings or waive its right
to do so. In the event that such protective order or other remedy is not
obtained or the Authorized Participant waives its right to seek such protective
order or remedy, the Sponsor will use commercially reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded the recorded
conversation. The Trustee, the Sponsor or any of their affiliated persons shall
not otherwise disclose to any third party any recording involving
communications with the Authorized Participant without the Authorized
Participant’s express written consent, except the Trustee and the Sponsor may
disclose to any regulatory or self-regulatory organization, to the extent
required by applicable rule or law, any recording involving communications with
the Authorized Participant. 


          Section
1.04. Irrevocability. The Authorized Participant agrees that delivery to
the Trustee of an Order shall be irrevocable; provided that the Trust will
reject any Order that is not properly completed. In the event that the purchase
or redemption of Baskets is suspended by the Trustee or the Sponsor and such
suspension affects any Order submitted by the Authorized Participant, the
Trustee or Sponsor, as applicable, will promptly notify the Authorized
Participant of such suspension. In such case, the Sponsor agrees to undertake
commercially reasonable efforts to accommodate any request by the Authorized
Participant to cancel a previously placed Order. 


          Section
1.05. Costs and Expenses. The Authorized Participant shall be
responsible for the expenses and costs incurred by the Trust that can be
directly attributable to Orders submitted by the Authorized Participant other
than ordinary course expenses and costs which are reimbursed through payment of
the fee contemplated in Section 2.02(g) of the Procedures. The Trustee or 


S2-1





the
Sponsor shall provide the Authorized Participant with reasonably detailed
information relating to such expenses and costs upon request by the Authorized
Participant. 


          Section
1.06. Delivery of Property to the Trust and Shares Surrendered for
Redemption. The Authorized Participant understands and agrees that in the
event Deposit Property is not transferred to the Trust by the time specified
for the Purchase Order, or Shares are not delivered to the Trustee by the time
specified for the Redemption Order and, in each such case, in compliance with
the Procedures and the relevant Prospectus, the Purchase Order or Redemption
Order may be cancelled by the Trustee and the Authorized Participant will be
solely responsible for all costs incurred by the Trust, the Trustee or the
Custodian related to the cancelled Order. The Authorized Participant will not,
however, be responsible for costs incurred by the Trust, the Trustee, or the
Custodian related to cancelled Orders where the failure to transfer Deposit
Property to the Trust is due to the gross negligence, bad faith, or reckless or
willful misconduct of the Trustee, the Sponsor, or the Custodian. The foregoing
provisions notwithstanding, the Authorized Participant shall not be liable for
any failure or delay in making Delivery of Bullion in respect of a Purchase
Order or for any failure or delay in surrendering Shares for redemption arising
from nuclear fission or fusion, radioactivity, war, terrorist event, invasion,
insurrection, civil commotion, riot, strike, act of government, public
authority, public service or utility problems, power outages resulting in
telephone, telecopy and computer failures, acts of God, such as fires, floods,
extreme weather conditions, market conditions or activities causing trading
halts, systems failures involving computer or other information systems
affecting the Authorized Participant, or similar extraordinary events beyond
the Authorized Participant’s control. In the event of any such delay, the time
to complete Delivery in respect of a Purchase Order or Redemption Order will be
extended for a period equal to that during which the inability to perform
continues. Upon the deposit of any Bullion, the Authorized Participant as
Depositor represents and warrants that (i) the Bullion meets the relevant
requirements to be such Bullion and contains the required number of Ounces,
(ii) the Authorized Participant is duly authorized to make such deposit of
Bullion and (iii) at the time of delivery, the Bullion is free and clear of any
lien, pledge, encumbrance, right, charge or claim.


          Section
1.07. Title to Deposit Property and Shares Surrendered for Redemption.
The Authorized Participant represents and warrants to the Trustee and the
Sponsor that 


	
  

 	
  

 
	
  

 	
           a.
 in connection with each Purchase Order, the Authorized Participant will have
 the right and authority to transfer to the Trust the corresponding Deposit
 Property, and that upon delivery of such Deposit Property to the Custodian
 and/or the relevant sub-custodian in accordance with the Procedures, the
 Trust will acquire good and unencumbered title to such property, free and
 clear of all liens, charges, duties imposed on the transfer of assets and
 encumbrances and not subject to any adverse claims or transferability
 restrictions, whether arising by operation of law or otherwise; and 

 
	
  

 	
  

 
	
  

 	
           b.
 in connection with a Redemption Order, the Authorized Participant will have
 the right and authority to surrender to the Trustee for redemption the
 corresponding Shares, and upon such surrender the Trust will acquire good and
 unencumbered title to such Shares, free and clear of all liens, charges,
 duties imposed on the transfer of assets and encumbrances and not subject to
 any adverse claims, transferability restrictions (whether arising by
 operation of law or otherwise), loan, pledge, repurchase or securities
 lending agreements or other arrangements which, under such circumstances,
 would 

 


S2-2









	
  

 	
  

 
	
  

 	
 preclude
 the delivery of such Shares to the Trustee on the third Business Day
 following the date of the Redemption Order. 

 


         Section
1.08. Certain Payments or Distributions. 


	
  

 	
  

 
	
  

 	
           a.
 With respect to any Purchase Order, the Trustee acknowledges and agrees to
 return to the Authorized Participant or any Authorized Participant Client for
 which it is acting any payment, distribution or other amount paid to the
 Trust in respect of any Deposit Property transferred to the Trust that, based
 on the valuation of such Deposit Property at the time of transfer, should
 have been paid to the Authorized Participant or any Authorized Participant
 Client. Likewise, the Authorized Participant acknowledges and agrees to
 return to the Trust any payment, distribution or other amount paid to the
 Authorized Participant or any Authorized Participant Client in respect of any
 Deposit Property transferred to the Trust that, based on the valuation of
 such Deposit Property at the time of transfer, should have been paid to the
 Trust. 

 
	
  

 	
  

 
	
  

 	
           b.
 With respect to any Redemption Order, the Authorized Participant on behalf of
 itself and any Authorized Participant Client acknowledges and agrees to
 return to the Trust any payment, distribution or other amount paid to it or
 an Authorized Participant Client in respect of any property transferred to
 the Authorized Participant or any Authorized Participant Client that, based
 on the valuation of such property at the time of transfer, should have been
 paid to the Trust. The Trustee is entitled to reduce the amount of any
 property due to the Authorized Participant or any Authorized Participant
 Client by an amount equal to any payment, distribution or other sum to be
 paid to the Authorized Participant or to the Authorized Participant Client in
 respect of any property transferred to the Authorized Participant or any
 Authorized Participant Client that, based on the valuation of such property
 at the time of transfer, should be paid to the Trust. If, however, the
 Trustee so reduces an amount of any property appropriately due to the
 Authorized Participant, the Authorized Participant shall not be required to
 return to the Trust payments, distributions or other amounts equal to such
 reduction that has been paid to the Authorized Participant or the Authorized
 Participant Client as is contemplated in the first sentence of this Section
 1.08(b). Likewise, the Trust acknowledges and agrees to return to the
 Authorized Participant or any Authorized Participant Client any payment,
 distribution or other amount paid to it in respect of any Shares transferred
 to the Trust that, based on the valuation of such Shares at the time of
 transfer, should have been paid to the Authorized Participant or such Authorized
 Participant Client. 

 


          Section
1.09. Ambiguous Instructions. In the event that a Purchase Order or
Redemption Order contains terms that differ from the information provided in
the related telephone call or email transmission, the Trustee will attempt to
contact the Authorized Participant to request confirmation of the terms of the
order at the telephone number indicated in the Purchase Order or Redemption
Order. If an Authorized Representative confirms the terms as they appear in the
Purchase Order or Redemption Order, then the order will be accepted and
processed. If an Authorized Representative contradicts the terms of the
Purchase Order or Redemption Order, the order will be deemed invalid, and a
corrected Purchase Order or Redemption Order must be received by the Trustee
not later than the earlier of (i) within fifteen (15) minutes of such contact
with the Authorized Representative or (ii) thirty (30) minutes after the Order
Cutoff Time. For the avoidance of doubt, notwithstanding the invalidation of
the initial Purchase Order or Redemption Order pursuant to this paragraph, a
Purchase Order or Redemption Order that is 


S2-3





otherwise
in proper form shall be deemed submitted at the time of its initial submission
for purposes of determining when orders are deemed “received.” If the Trustee
is not able to contact an Authorized Person, then the Purchase Order or
Redemption Order shall be accepted and processed in accordance with its terms
notwithstanding any inconsistency from the terms of the telephone information.
In the event that a Purchase Order or Redemption Order contains terms that are
illegible, the submission will be deemed invalid and the Trustee will attempt
to contact the Authorized Participant to request retransmission. A corrected Purchase
Order or Redemption Order must be received by the Trustee, as applicable, not
later than the earlier of (i) within fifteen (15) minutes of such contact with
the Authorized Participant or (ii) thirty (30) minutes after the Order Cutoff
Time. 


ARTICLE II


AUTHORIZED REPRESENTATIVES


          Section
2.01. Certification. Concurrently with the execution of the Authorized
Participant Agreement, the Authorized Participant shall deliver to the Trustee
a certificate in a form as attached at Schedule 3-A to the Authorized
Participant Agreement (an “Authorized
Representative Certificate”) signed by the Authorized Participant’s
Secretary or other duly authorized person setting forth the names, signatures,
e-mail addresses and telephone and facsimile numbers of all persons authorized
to give instructions relating to any activity contemplated hereby or any other
notice, request or instruction on behalf of the Authorized Participant (each an
“Authorized Representative”). Such
certificate may be accepted and relied upon by the Trustee as conclusive
evidence of the facts set forth therein and shall be considered to be in full
force and effect until (i) receipt by the Trustee of a superseding Authorized
Representative Certificate, or (ii) termination of the Authorized Participant
Agreement. After such Authorized Representative Certificate is accepted by the
Trustee, the Authorized Participant may authorize additional Authorized
Representatives to give instructions relating to any activity contemplated
hereby or any other notice, request or instruction on behalf of the Authorized
Participant by delivering to the Trustee an addendum to the certificate
described above in a form as attached at Schedule 3-B to the Authorized
Participant Agreement. 


          Section
2.02. PIN Numbers. The Trustee shall issue to each Authorized
Participant a unique personal identification number (“PIN Number”) by which such Authorized
Participant shall be identified and instructions issued by the Authorized
Participant shall be authenticated. The PIN Number shall be kept confidential
and only provided to Authorized Representatives. The Authorized Participant may
revoke the PIN Number at any time upon written notice to the Trustee, and the
Authorized Participant shall be responsible for doing so in the event that it
becomes aware that an unauthorized person has received access to its PIN Number
or has or intends to use the PIN Number in an unauthorized manner. Upon receipt
of such written request, the Trustee shall, as promptly as practicable, de-activate
the PIN Number. If an Authorized Participant’s PIN Number is changed, the new
PIN Number will become effective on a date mutually agreed upon by the
Authorized Participant and the Trustee. Except as otherwise provided in these
Standard Terms, the Authorized Participant agrees that, absent the Trustee’s
fraud, gross negligence, bad faith or reckless or willful misconduct in failing
to cancel the PIN Number promptly following a written request to do so from the
Authorized Participant or the termination of the Authorized Participant
Agreement, none of the Trust or the Trustee shall be liable for losses incurred
by the Authorized Participant as a result of unauthorized use of the Authorized
Participant’s PIN Number prior to the time when the Authorized Participant
provides 


S2-4





notice
to the Trustee of the termination or revocation of authority pursuant to
Section 2.03 and the Trustee has de-activated the PIN Number as provided for in
this paragraph. 


          Section
2.03. Termination of Authority. Upon the termination or revocation of
authority of an Authorized Representative by the Authorized Participant, the
Authorized Participant shall (i) give, as promptly as practicable under the
circumstances, written notice of such fact to the Trustee and such notice shall
be effective upon receipt by the Trustee; and (ii) request a new PIN Number.
The Trustee shall, as promptly as practicable, de-activate the PIN Number upon
receipt of such written notice. 


          Section
2.04. Verification. The Trustee may assume that all instructions issued
to it using the Authorized Participant’s PIN Number have been properly placed
by Authorized Representatives, unless the Trustee has actual knowledge to the
contrary or the Authorized Participant has revoked its PIN Number. The Trustee
shall have no duty to verify that an Order is being placed by an Authorized
Representative that uses a valid PIN Number. The Authorized Participant agrees
that the Trustee shall not be responsible, absent the Trustee’s fraud, gross
negligence, bad faith or reckless or willful misconduct, for any losses
incurred by the Authorized Participant as a result of an Authorized
Representative identifying himself or herself as a different Authorized
Representative or an unauthorized person identifying himself or herself as an
Authorized Representative, unless the Trustee previously received from the
Authorized Participant written notice to revoke its PIN Number. 


ARTICLE III


STATUS OF THE AUTHORIZED PARTICIPANT


          Section
3.01. Clearing Status. The Authorized Participant represents, covenants
and warrants that, as of the date of execution of the Authorized Participant
Agreement, and at all times during the term of the Authorized Participant
Agreement, the Authorized Participant is and will be entitled to use the
clearing and settlement services of each of the national or international
clearing and settlement organizations through which, in compliance with the
Procedures, the transactions contemplated hereby will clear and settle. Any
change in the foregoing status of the Authorized Participant shall terminate
the Authorized Participant Agreement and the Authorized Participant shall give
prompt written notice thereof to the Trustee. 


          Section
3.02. Broker-Dealer Status. The Authorized Participant represents and
warrants that, if required under U.S. law, it is (i) registered as a
broker-dealer under the Securities Exchange Act of 1934, as amended, (ii)
qualified to act as a broker or dealer in the states or other jurisdictions
where it transacts business to the extent so required by applicable law, and
(iii) a member in good standing with FINRA. The Authorized Participant agrees
that it will maintain such registrations, qualifications, and membership in
good standing and in full force and effect throughout the term of the
Authorized Participant Agreement. The Authorized Participant further agrees to
comply with all applicable U.S. federal laws, the laws of the states or other
jurisdictions concerned, and the rules and regulations promulgated thereunder,
to the extent such laws and regulations are applicable to the Authorized
Participant’s transactions in Shares, and with the FINRA By-Laws and Conduct
Rules of the NASD (or with comparable FINRA Conduct Rules, if such NASD Conduct
Rules are subsequently repealed, rescinded, or are otherwise replaced by FINRA
Conduct Rules) to the extent the foregoing relates to the Authorized
Participant’s transactions in, and activities with respect to, Shares, and that
it will not 


S2-5





offer
or sell Shares in any state or jurisdiction where they may not lawfully be
offered and/or sold. 


          Section
3.03. Foreign Status. If the Authorized Participant is offering and
selling Shares in jurisdictions outside the several states, territories and
possessions of the United States and is not otherwise required to be
registered, qualified, or a member of FINRA as set forth in the preceding
paragraph, the Authorized Participant nevertheless agrees to observe the
applicable laws of the jurisdiction in which such offer and/or sale is made and
to conduct its business in accordance with the FINRA Conduct Rules, to the
extent the foregoing relates to the Authorized Participant’s transactions in,
and activities with respect to, Shares. 


          Section
3.04. Compliance with Certain Laws. If the Authorized Participant is
subject to the requirements of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (the “U.S.A. PATRIOT Act”),
the Authorized Participant has policies and procedures reasonably designed to
comply with the anti-money laundering and related provisions of the U.S.A.
PATRIOT Act. 


          Section
3.05. Authorized Participant Status. The Authorized Participant
understands and acknowledges that the method by which Baskets of Shares will be
created and traded may raise certain issues under applicable securities laws.
For example, because new Baskets of Shares may be issued and sold by the Trust
on an ongoing basis, at any point a “distribution”, as such term is used in the
1933 Act, may occur. 


ARTICLE IV


ROLE OF AUTHORIZED PARTICIPANT


          Section
4.01. No Agency. The Authorized Participant acknowledges and agrees that
for all purposes of the Authorized Participant Agreement, the Authorized Participant
will have no authority to act as agent for the Trust or the Trustee in any
matter or in any respect. The Authorized Participant agrees to make itself and
its employees available, upon reasonable request, during normal business hours
to consult with the Trustee, the Sponsor or their designees concerning the
performance of the Authorized Participant’s responsibilities under the
Authorized Participant Agreement; provided,
however, that the Authorized Participant shall be under no
obligation to divulge or otherwise disclose any information that the Authorized
Participant reasonably believes (i) the disclosure of which to third parties is
in violation of any applicable law or regulation or is otherwise prohibited, or
(ii) is confidential or proprietary in nature. 


          Section
4.02. Rights and Obligations of DTC Participant. The Authorized
Participant, as a DTC Participant, agrees that it shall be bound by all of the
obligations of a DTC Participant in addition to any obligations that it
undertakes hereunder or in accordance with the Procedures. 


          Section
4.03. Beneficial Owner Communications. The Authorized Participant agrees
(i) subject to any limitations arising under federal or state securities laws
relating to privacy, its internal privacy policies, or other obligations it may
have to its customers, to assist the Trustee or the Sponsor in determining
certain information regarding sales of Shares made by or through the Authorized
Participant (including, without limitation, the ownership level of each
beneficial owner relating to positions in Shares that the Authorized
Participant may hold as record holder) upon the request of the Trustee or the
Sponsor that is necessary for the Trustee or Sponsor to 


S2-6





comply
with their obligations to distribute information to beneficial owners of Shares
under applicable state or federal securities laws or (ii) in lieu thereof, and
at the option of the Authorized Participant, to forward to such beneficial
owners written materials and communications received from the Sponsor or the
Trustee in sufficient quantities to allow mailing thereof to such beneficial
owners, including notices, annual reports, disclosure or other informational
materials and any amendments or supplements thereto that may be required to be
sent by the Sponsor or the Trustee to such beneficial owners pursuant
applicable law or regulation or otherwise, or that the Sponsor or the Trustee
reasonably wishes to distribute to such beneficial owners, in each case at the
expense of the Sponsor and/or the Trust. 


          Section
4.04. Authorized Participant Customer Information. The Sponsor and the
Trustee agree that the names and addresses and other information concerning the
Authorized Participant’s customers are and shall remain the sole property of
the Authorized Participant, and none of the Sponsor, the Trust, or the Trustee,
or any of their respective affiliates shall use such names, addresses or other
information for any purpose except in connection with the performance of their
duties and responsibilities under the Authorized Participant Agreement, the
Procedures, the Standard Terms and the applicable Prospectus and except for
servicing and informational mailings related to the Trust(s) referred to in
Section 4.03 above. 


ARTICLE V


MARKETING MATERIALS AND REPRESENTATIONS AND WARRANTIES


          Section
5.01. Authorized Participant’s Representation. The Authorized
Participant represents, warrants and agrees that, in connection with any sale
or solicitation of a sale of Shares, it will not make, or permit any of its
representatives to make on its behalf, any representations concerning Shares
other than those not inconsistent with the Trust’s then current Prospectus or
any promotional materials or sales literature furnished to the Authorized
Participant by the Sponsor. The Authorized Participant agrees not to furnish or
cause to be furnished to any person or display or publish any information or
materials relating to Shares (excluding, without limitation, promotional
materials and sales literature, advertisements, press releases, announcements,
statements, posters, signs or other similar materials not inconsistent with the
Trust’s then current Prospectus and in accordance with applicable laws and
regulations, and any materials prepared and used for the Authorized
Participant’s internal use only or brokerage communications prepared by the
Authorized Participant in the normal course of its business), except such
information and materials as may be furnished to the Authorized Participant by
the Sponsor and such other information and materials as may be approved in
writing by the Sponsor. The Authorized Participant understands that the Trust
will not be advertised as offering redeemable securities, and that any
advertising materials will prominently disclose that the Shares are not
redeemable units of beneficial interest in the Trust. Notwithstanding the
foregoing, the Authorized Participant and its Affiliates and representatives
may, without the approval of the Sponsor, prepare and circulate in the regular
course of their respective businesses, research, reports, marketing materials,
sales literature or similar materials that include information, opinions or
recommendations relating to Shares (i) for public dissemination, provided that
such reports, research, marketing materials, sales literature or other similar
materials comply with applicable FINRA rules and (ii) for internal use by the
Authorized Participant and its Affiliates and representatives. 


S2-7





          Section
5.02. Prospectus. The Sponsor will provide, or cause to be provided, to
the Authorized Participant copies of the then current Prospectus and any
printed supplemental information in reasonable quantities upon request. The
Sponsor will, as promptly as practicable under the circumstances, notify the
Authorized Participant when a revised, supplemented or amended Prospectus for
the Shares is available, and deliver or otherwise make available to the
Authorized Participant copies of such revised, supplemented or amended
Prospectus at such time and in such quantities as may be reasonable to permit
the Authorized Participant to comply with any obligation the Authorized
Participant may have to deliver such Prospectus to its customers. The Sponsor
will make such revised, supplemented or amended Prospectus available to the
Authorized Participant no later than its effective date. The Sponsor shall be
deemed to have complied with this Section 5.02 when the Authorized Participant
has received such revised, supplemented or amended Prospectus by e-mail, in
printable form, with such number of hard copies as may be agreed from time to
time by the parties promptly thereafter 


ARTICLE VI


INDEMNIFICATION; LIMITATION OF LIABILITY


          Section
6.01. Indemnification. The provisions of this Section 6.01 shall survive
termination of the Agreement. 


	
  

 	
  

 
	
  

 	
           a.
 The Authorized Participant shall indemnify and hold harmless the Sponsor, in
 its capacity as sponsor of the applicable Trust, the Trustee, the Trust and
 their respective Affiliates, subsidiaries, directors, officers, employees and
 agents, and each person, if any, who controls such persons within the meaning
 of Section 15 of the 1933 Act (each an “AP
 Indemnified Party”) from and
 against any loss, liability, cost and expense (including reasonable attorneys’
 fees) incurred by such AP Indemnified Party as a result of (i) any breach by
 the Authorized Participant of any provision of the Authorized Participant
 Agreement that relates to the Authorized Participant; (ii) any failure on the
 part of the Authorized Participant to perform any of its obligations set
 forth in the Authorized Participant Agreement applicable to it; (iii) any
 failure by the Authorized Participant to comply in all material respects with
 applicable laws, including rules and regulations of self-regulatory
 organizations to the extent such laws, rules and regulations are applicable
 to the transactions being undertaken pursuant to the Authorized Participant
 Agreement; or (iv) actions of such AP Indemnified Party pursuant to any
 instructions issued in accordance with the relevant Prospectus, Authorized
 Participant Agreement, the Procedures, or the Standard Terms reasonably
 believed by the AP Indemnified Party to be genuine and to have been given by
 the Authorized Participant except to the extent that the Authorized
 Participant had previously revoked a PIN Number used in giving such
 instructions or representations (where applicable) and such revocation was
 given by the Authorized Participant and received by the Trustee in accordance
 with the terms of Section 2.03 hereto. The Authorized Participant shall not
 be liable under its indemnity agreement contained in this paragraph with
 respect to any claim made against any AP Indemnified Party unless the AP
 Indemnified Party shall have notified the Authorized Participant in writing
 of the claim within a reasonable time after the summons or other first
 written notification giving information of the nature of the claim was served
 upon the AP Indemnified Party (or after the AP Indemnified Party shall have received
 notice of service on any designated agent). However, failure to notify the
 Authorized Participant of any claim shall not relieve the Authorized
 Participant from any liability which it may 

 


S2-8









	
  

 	
  

 
	
  

 	
 have
 to any AP Indemnified Party against whom such action is brought otherwise
 than on account of its indemnity agreement contained in this paragraph and
 shall only release it from such liability under this paragraph to the extent
 it has been materially prejudiced by such failure to give notice. The Authorized
 Participant shall be entitled to participate at its own expense in the
 defense, or, if it so elects, to assume the defense of any suit brought to
 enforce any claims, but if the Authorized Participant elects to assume the
 defense, the defense shall be conducted by counsel chosen by it and
 satisfactory to the AP Indemnified Parties in the suit and who shall not,
 except with consent of the AP Indemnified Parties, be counsel to the
 Authorized Participant. If the Authorized Participant does not elect to
 assume the defense of any suit, it will reimburse the AP Indemnified Parties
 in the suit for the reasonable fees and expenses of any counsel retained by
 them. 

 
	
  

 	
  

 
	
  

 	
           b.
 The Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant,
 its Affiliates, subsidiaries, directors, officers, employees and agents, and
 each person, if any, who controls such persons within the meaning of Section
 15 of the 1933 Act (each a “Sponsor
 Indemnified Party”) from and against any loss, liability, cost and
 expense (including reasonable attorneys’ fees) incurred by such Sponsor
 Indemnified Party as a result of (i) any breach by the Sponsor of any
 provision of the Authorized Participant Agreement that relates to the
 Sponsor; (ii) any failure on the part of the Sponsor to perform any of its
 obligations set forth in the Authorized Participant Agreement applicable to
 it; (iii) any failure on the part of the Sponsor to comply in all material
 respects with applicable laws, including rules and regulations of
 self-regulatory organizations to the extent such laws, rules and regulations
 are applicable to the transactions being undertaken pursuant to the
 Authorized Participant Agreement; (iv) actions of such Sponsor Indemnified
 Party pursuant to any instructions issued or representations made in
 accordance with the relevant Prospectus, Authorized Participant Agreement,
 the Procedures, or the Standard Terms reasonably believed by the Sponsor
 Indemnified Party to be genuine and to have been given by the Sponsor; or (v)
 any untrue statements or omissions made in any promotional material or sales
 literature furnished to the Authorized Participant by the Sponsor or
 otherwise approved in writing by the Sponsor. The Sponsor shall not be liable
 under its indemnity agreement contained in this paragraph with respect to any
 claim made against any Sponsor Indemnified Party unless the Sponsor
 Indemnified Party shall have notified the Sponsor in writing of the claim
 within a reasonable time after the summons or other first written
 notification giving information of the nature of the claim shall have been
 served upon the Sponsor Indemnified Party (or after the Sponsor Indemnified
 Party shall have received notice of service on any designated agent).
 However, failure to notify the Sponsor of any claim shall not relieve the
 Sponsor from any liability which it may have to any Sponsor Indemnified Party
 against whom such action is brought otherwise than on account of its
 indemnity agreement contained in this paragraph and shall only release it
 from such liability under this paragraph to the extent it has been materially
 prejudiced by such failure to give notice. The Sponsor shall be entitled to
 participate at its own expense in the defense, or, if it so elects, to assume
 the defense of any suit brought to enforce any claims, but if the Sponsor
 elects to assume the defense, the defense shall be conducted by counsel
 chosen by it and satisfactory to the Sponsor Indemnified Parties in the suit
 and who shall not, except with the consent of the Sponsor Indemnified
 Parties, be counsel to the Sponsor. If the Sponsor does not elect to assume
 the defense of any suit, it will 

 


S2-9









	
  

 	
  

 
	
  

 	
 reimburse
 the Sponsor Indemnified Parties in the suit for the reasonable fees and
 expenses of any counsel retained by them. 

 
	
  

 	
  

 
	
  

 	
           d.
 No indemnifying party, as described in paragraphs (a) and (b) above, shall,
 without the written consent of the AP Indemnified Party or the Sponsor
 Indemnified Party, as the case may be, effect the settlement or compromise
 of, or consent to the entry of any judgment with respect to, any pending or
 threatened action or claim in respect of which indemnification may be sought
 hereunder (whether or not the indemnified party is an actual or potential
 party to such action or claim) unless such settlement, compromise or judgment
 (i) includes an unconditional release of the AP Indemnified Party or Sponsor
 Indemnified Party, as the case may be, from all liability arising out of such
 action or claim and (ii) does not include a statement as to or an admission
 of fault, culpability or a failure to act, by or on behalf of any AP
 Indemnified Party or Sponsor Indemnified Party, as the case may be. 

 
	
  

 	
  

 
	
  

 	
           e.
 The Authorized Participant shall not be liable to any AP Indemnified Party
 for any damages arising out of (i) mistakes or errors in data provided in
 connection with purchase or redemption transactions except for data provided
 by the Authorized Participant, or (ii) mistakes or errors by, or arising out
 of interruptions or delays of communications with, the Trustee or any AP
 Indemnified Party. 

 
	
  

 	
  

 
	
  

 	
           f.
 The indemnification provided for in Section 6.01(a) shall not apply to the
 extent any such losses, liabilities, damages, costs and expenses are incurred
 as a result of any fraud, gross negligence, bad faith or reckless or willful
 misconduct on the part of an AP Indemnified Party. The indemnification
 provided for in Section 6.01(b) shall not apply to the extent any such
 losses, liabilities, damages, costs and expenses are incurred as a result of
 any fraud, gross negligence, bad faith or reckless or willful misconduct on
 the part of a Sponsor Indemnified Party. 

 
	
  

 	
  

 
	
  

 	
           f.
 The indemnity agreements contained in this Section 6.01 shall remain in full
 force and effect and shall survive any termination of this Agreement. The
 Sponsor and the Authorized Participant agree promptly to notify each other of
 the commencement of any Proceeding against it and against any of their
 officers or directors in connection with the issuance and sale of the Shares
 or in connection with the registration statement or the relevant Prospectus. 

 


ARTICLE VII


MISCELLANEOUS


          Section
7.01. Commencement of Trading. The Authorized Participant may not submit
an Order prior to the effectiveness of the registration statement, or amendment
to the registration statement, filed with the Securities and Exchange
Commission and pursuant to which the Authorized Participant is identified as
such in the relevant Prospectus. 


[Signatures Follow on Next Page]


S2-10





          IN
WITNESS WHEREOF, the
Sponsor and the Trustee have executed these Standard Terms as of the date set
forth above. 


THE BANK OF NEW YORK MELLON, in its capacity as Trustee 


	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 	
  

 
	
 Title:

 	
  

 
	
  

 	
  

 	
  

 
	
 ETF
 SECURITIES USA LLC,
 in its capacity as Sponsor

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 	
  

 
	
 Title:

 	
  

 


S2-11






SCHEDULE 3-A: AUTHORIZED REPRESENTATIVES OF
THE AUTHORIZED PARTICIPANT


Certificate of Authorized Representatives of the Authorized Participant


          The
following are the names, titles, signatures, phone numbers, and email addresses
of all persons (each, an “Authorized Representative”) authorized to give
instructions relating to any activity contemplated by the Authorized
Participant Agreement between [AUTHORIZED PARTICIPANT], The Bank of New York
Mellon and ETF Securities USA LLC dated [DATE] (the “Agreement”) or any other
notice, request or instruction on behalf of the Authorized Participant pursuant
to the Agreement. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Title:

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature:

 	
  

 	
  

 	
 Signature:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Phone:

 	
  

 	
  

 	
 Phone:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Email:

 	
  

 	
  

 	
 Email:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Title:

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature:

 	
  

 	
  

 	
 Signature:

 	
  

 	
  

 
	
  

 	

 



 	
  

 	
  

 	

 


 	
  

 
	
 Phone:

 	
  

 	
  

 	
 Phone:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Email:

 	
  

 	
  

 	
 Email:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Title:

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature:

 	
  

 	
  

 	
 Signature:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Phone:

 	
  

 	
  

 	
 Phone:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Email:

 	
  

 	
  

 	
 Email:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 


          The
undersigned, [AP’S AUTHORIZED SIGNATORY], does hereby certify that the persons
listed above have been duly authorized to act as Authorized Representatives
pursuant to the Authorized Participant Agreement. 


	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 
	
 Title:

 
	
 Date:

 


S3-1





SCHEDULE 3-B: ADDENDUM TO CERTIFICATE OF
AUTHORIZED 
REPRESENTATIVES OF THE AUTHORIZED PARTICIPANT


 [On AP’s Firm Letterhead]


 [DATE]


Attn: Jarvis Joseph

The Bank of New York Mellon

2 Hanson Place — Floor 9th

Brooklyn, NY 11217

New York 


	
  

 	
  

 
	
 Re:

 	
 Addendum
 to the Certificate of Authorized Representatives for [AUTHORIZED PARTICIPANT]
 under the Authorized Participant Agreement for the relevant Trusts sponsored
 by ETF Securities USA LLC dated [DATE] (the “Agreement”) 

 
	

 


 	

 

 

 
	
  

 	
  

 
	
 Ladies and Gentlemen:

 


          Pursuant
to the Agreement, the following are the names, titles, signatures, phone
numbers, and email addresses of additional Authorized Representatives of [AUTHORIZED
PARTICIPANT] (the “AP”) authorized to give instructions relating to any
activity contemplated by the Agreement or any other notice, request or
instruction on behalf of the AP pursuant to the Agreement. This list of
Authorized Representatives is an addendum and adds further Authorized
Representatives to the AP’s most recently executed certificate (entitled
“Certificate of Authorized Representatives of the Authorized Participant”). 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Title:

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature:

 	
  

 	
  

 	
 Signature:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Phone:

 	
  

 	
  

 	
 Phone:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Email:

 	
  

 	
  

 	
 Email:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Title:

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature:

 	
  

 	
  

 	
 Signature:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Phone:

 	
  

 	
  

 	
 Phone:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
 Email:

 	
  

 	
  

 	
 Email:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 


          Please
provide PIN numbers for those listed above. 


          The
undersigned, [AP’S AUHTORIZED SIGNATORY], does hereby certify that the persons
listed above have been duly authorized to act as Authorized Representatives
pursuant to the Authorized Participant Agreement. 


	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name:

 
	
 Title:

 
	
 Date:

 


S3-2