Exhibit 10.1


JPMORGAN CHASE BANK, N.A.


and


THE BANK OF NEW YORK MELLON

solely in its capacity as trustee of the ETFS White Metals Basket Trust

and not individually


	
  

 
	

 


 
	
  

 
	
 ALLOCATED ACCOUNT AGREEMENT

 
	
  

 
	

 


 









THIS AGREEMENT is
made with effect on and from November 29, 2010.


BETWEEN


	
  

 	
  

 
	
 (1)

 	
 JPMORGAN CHASE BANK, N.A,
 whose principal place of business in England is at 125 London Wall, London
 EC2Y 5AJ (the “Custodian”); and

 
	
  

 	
  

 
	
 (2)

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

 
	
  

 	
  

 
	
 INTRODUCTION

 
	
  

 	
  

 
	
 (1)

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

 
	
  

 	
  

 
	
 (2)

 	
 Shares may be issued by the Trust against delivery of Bullion made by
 way of payment for the issue of such Shares. The Trustee has agreed that
 Bullion delivered to it on subscription for Shares will be paid into the
 Metal Accounts.

 
	
  

 	
  

 
	
 (3)

 	
 The Custodian has agreed to transfer Bullion from the Allocated
 Account into the Unallocated Account pursuant to the terms of this Agreement.

 
	
  

 	
  

 
	
 (4)

 	
 The Trustee has agreed that the Allocated Account will be established
 by the Trustee in its name (for each Shareholder pursuant to the Trust
 Agreement), and that the Trustee will have the sole right to give
 instructions for the making of any payments out of the Allocated Account.

 
	
  

 	
  

 
	
 IT IS AGREED AS FOLLOWS

 
	
  

 	
  

 
	
 1.

 	
 INTERPRETATION

 
	
  

 	
  

 
	
 1.1

 	
 Definitions: Words
 and expressions defined in the Prospectus, unless otherwise defined herein,
 have the same meanings when used in this Agreement. In addition, in this
 Agreement, unless there is anything in the subject or context inconsistent
 therewith the following expressions shall have the following meanings:

 
	
  

 	
  

 
	
  

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

 


1









	
  

 	
  

 
	
  

 	
 “Allocated Account” means the following loco
 London allocated Bullion accounts or loco Zurich allocated Bullion accounts,
 each established in the name of the Trustee with the Custodian pursuant to
 this Agreement:

 





	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Location

 	
 Metal

 	
 Account
 Number

 
	
  

 	

 


 	

 


 	

 


 
	
  

 	
 London

 	
 Silver

 	
 00674

 
	
  

 	
 London

 	
 Platinum

 	
 00200

 
	
  

 	
 London

 	
 Palladium

 	
 00229

 
	
  

 	
 Zurich

 	
 Platinum

 	
 00198

 
	
  

 	
 Zurich

 	
 Palladium

 	
 00227

 





	
  

 	
  

 
	
  

 	
 “Authorised Signatory”
 means, in relation to any person, an individual who is duly empowered to bind
 such person and whose authority is evidenced by a resolution of the board of
 directors (or any other appropriate means of authorisation) of such person,
 and, in relation to the Trustee, any individual named in the Trustee’s
 authorised signatory list having due authority to bind the Trustee, which
 list shall be provided by the Trustee from time to time;

 
	
  

 	
  

 
	
  

 	
 “Availability Date”
 means the London/Zurich Business Day on which the Trustee requests the
 Custodian to credit to the Allocated Account Bullion debited from the
 Unallocated Account;

 
	
  

 	
  

 
	
  

 	
 “Bullion” means any and
 all silver, platinum and palladium in physical form complying with the Rules
 of the Relevant Association held by the Custodian or any Sub-Custodian under
 this Agreement and/or any credit balance in the Unallocated Account, as the
 context requires;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “General Notice” means
 any notice given in accordance with this Agreement other than a Transfer
 Notice;

 
	
  

 	
  

 
	
  

 	
 “London Business Day”
 means a day (other than a Saturday or a Sunday or a public holiday in
 England) on which commercial banks generally and the London silver, platinum
 and palladium markets are open for the transaction of business in London;

 
	
  

 	
  

 
	
  

 	
 “London/Zurich Business Day” means a day which is both a
 London Business Day and a Zurich Business Day;

 
	
  

 	
  

 
	
  

 	
 “Metal Accounts” means
 the Allocated Account and the Unallocated Account; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Prospectus” means the
 prospectus constituting a part of the registration statement filed on Form
 S-1, Registration Number 333-167166 with the Securities Exchange 

 


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 Commission in accordance with the U.S. Securities
     Act of 1933, as amended, in relation to the Shares dated on or about November
     29, 2010, as the same may be modified, supplemented or amended from time
     to time;

 
	
  

 	
  

 
	
  

 	
 “Redemption” means the
 redemption of Shares by the Trust in accordance with the Conditions;

 
	
  

 	
  

 
	
  

 	
 “Redemption Form” means
 a notice in the form prescribed from time to time by the Trust requesting
 Redemption of Shares; 

 
	
  

 	
  

 
	
  

 	
 “Redemption Obligations”
 means the obligation of the Trust on Redemption of a Share to make payment or
 deliver Bullion to the relevant Authorized Participant or Shareholder in
 accordance with the Conditions; 

 
	
  

 	
  

 
	
  

 	
  “Relevant Association” means:

 





	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 in respect of silver, the London Bullion Market Association or its
 successors; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 in respect of platinum and palladium, the London Platinum and
 Palladium Market or its successors;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Rules” means the rules,
 regulations, practices and customs of the Relevant Association (including
 without limitation the “rules as to Good Delivery”), the Bank of England and
 such other regulatory authority or other body as shall affect the activities
 contemplated by this Agreement or the activities of a Sub-Custodian;

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 “Shares” means the units of fractional undivided
 beneficial interest in and ownership of the Trust which are issued by the Trust,
 named “ETFS Physical WM Basket Shares” and created pursuant to and
 constituted by the Trust Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Sponsor” means ETF Securities USA
 LLC, its successors and assigns and any successor Sponsor
 appointed pursuant to the Trust Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Sub-Custodian” means a
 sub-custodian, agent or depository (including an entity within the
 Custodian’s corporate group) appointed by the Custodian pursuant to clause 8
 to perform any of the Custodian’s duties under this Agreement including the
 custody and safekeeping of Bullion;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Transfer Notice” means
 any notice of a deposit or withdrawal made pursuant to clause 3 or clause 4
 of this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Trust” means the ETFS White Metals Basket Trust
 formed pursuant to the Trust Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Trust Agreement” means the Depositary Trust Agreement of
 the ETFS White Metals Basket Trust dated on or November 29, 2010, as amended from time to time, between ETF
 Securities USA LLC, as Sponsor, and The Bank of New York Mellon, as Trustee; 

 


3









	
  

 	
  

 
	
  

 	
 “Unallocated Account” means the following
 loco London unallocated Bullion accounts or loco Zurich unallocated Bullion
 accounts, each established in the name of the Trustee with the Custodian
 pursuant to the Unallocated Account Agreement:

 





	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Location

 	
 Metal

 	
 Account
 Number

 
	
  

 	

 


 	

 


 	

 


 
	
  

 	
 London

 	
 Silver

 	
 00673

 
	
  

 	
 London

 	
 Platinum

 	
 00199

 
	
  

 	
 London

 	
 Palladium

 	
 00228

 
	
  

 	
 Zurich

 	
 Platinum

 	
 00197

 
	
  

 	
 Zurich

 	
 Palladium

 	
 00226

 





	
  

 	
  

 
	
  

 	
 “Unallocated Account Agreement”
 means the Unallocated Account Agreement dated on or about November 29, 2010 between the Trustee and the
 Custodian pursuant to which the Unallocated Account is established and
 operated;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Withdrawal Date” means
 the London/Zurich Business Day on which the Trustee wishes a withdrawal of
 Bullion from the Allocated Account to take place;

 
	
  

 	
  

 
	
  

 	
 “Zurich Business Day” means a day (other than a Saturday or a
 Sunday or a public holiday in Zurich) on which commercial banks generally and
 the Zurich platinum and palladium markets are open for the transaction of
 business in Zurich; and

 
	
  

 	
  

 
	
  

 	
 “Zurich Sub-Custodian” means any firm selected by
 the Custodian to hold platinum or palladium on behalf of the Custodian in the
 firm’s Zurich vault premises on a segregated basis, in the manner provided in
 clauses 7.2, 7.3 and 8.3 and whose appointment has been approved in writing
 by the Sponsor (such approval not to be unreasonably withheld). 

 
	
  

 	
  

 
	
 1.2

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

 
	
  

 	
  

 
	
 1.3

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

 
	
  

 	
  

 
	
 2.

 	
 ALLOCATED ACCOUNT

 
	
  

 	
  

 
	
 2.1

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

 
	
  

 	
  

 
	
 2.2

 	
 Deposits and
 Withdrawals: The Allocated Account shall
 evidence and record deposits and withdrawals of Bullion made pursuant to the
 terms of this Agreement. 

 
	
  

 	
  

 
	
 2.3

 	
 Denomination of
 Allocated Account: The Allocated Account will
 hold deposits of Bullion and will be denominated in fine troy ounces to three
 decimal places.

 
	
  

 	
  

 
	
 2.4

 	
 Reports: For
 each day which is a London/Zurich Business Day, by no later than the
 following London/Zurich Business Day, the Custodian will transmit to the
 Trustee a 

 


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 report showing the movement of Bullion into and out of the Allocated
 Account, identifying separately each transaction and the London/Zurich
 Business Day on which it occurred and providing sufficient information to
 identify each individual bar of Bullion held in the Allocated Account. For
 each calendar month, the Custodian will provide the Trustee within a
 reasonable time after the end of the month a statement of account for the
 Allocated Account. Such reports will be made available to the Trustee by
 means of the Custodian’s proprietary electronic Bullion Transfer System
 website (“eBTS”). In the event
 eBTS is unavailable for any reason, the Trustee and the Custodian will agree
 on a temporary notification system for making such reports available to the
 Trustee.

 
	
  

 	
  

 
	
 2.5

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

 
	
  

 	
  

 
	
 2.6

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

 
	
  

 	
  

 
	
 2.7

 	
 Access:
 The Custodian will allow the Sponsor and the Trustee and their Bullion
 auditors (currently Inspectorate International Limited), and will procure
 that any Zurich Sub-Custodian that it appoints allows, access to its premises
 during normal business hours, to examine the Bullion and such records as they
 may reasonably require to perform their respective duties with regard to
 investors in Shares. The Trustee agrees that any such access shall be subject
 to execution of a confidentiality agreement and agreement to the Custodian’s
 security procedures, and such audit shall be at the Trust’s expense and shall
 be limited to no more than twice a calendar year.

 
	
  

 	
  

 
	
 3.

 	
 DEPOSITS

 
	
  

 	
  

 
	
 3.1

 	
 Procedure:
 The Custodian shall receive deposits of Bullion into the Allocated Account
 relating to the same kind of Bullion and having the same denomination as that
 (or one of those) to which the Allocated Account relates only pursuant to
 transfers from the Unallocated Account. 

 
	
  

 	
  

 
	
 3.2

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

 
	
  

 	
  

 
	
 3.3

 	
 Allocation:
 The Trustee acknowledges that the process of allocation of Bullion to the
 Allocated Account from the Unallocated Account may involve minimal
 adjustments to the weights of Bullion to be allocated to adjust such weight
 to the number of whole bars available. 

 


5









	
  

 	
  

 
	
 4. 

 	
 WITHDRAWALS

 
	
  

 	
  

 
	
 4.1

 	
 Procedure:
 The Trustee may at any time give instructions to the Custodian for the
 withdrawal of Bullion from the Allocated Account but only by way of
 de-allocation to the Unallocated Account or such other account as the Trustee
 may instruct (subject to clause 4.3 below). 

 
	
  

 	
  

 
	
 4.2

 	
 Notice
 Requirements: A confirmation from the Trustee to
 the Custodian, given through eBTS (or such other authenticated method as may
 be agreed by the parties) or in writing, that a valid Redemption Form has been
 lodged for Shares shall be deemed an instruction given under clause 4.1
 unless otherwise notified in writing by the Trustee. Any other notice
 relating to a withdrawal of Bullion must be in writing. 

 
	
  

 	
  

 
	
 4.3

 	
 Right to amend
 procedure: The Custodian may amend the procedure
 for the withdrawal of Bullion only where such amendment is caused by a change
 in the Rules or procedures of the Relevant Association. Any such amendment
 will be subject to the notification conditions of the preceding clause 3.2
 and will be promptly notified to the Sponsor and the Trustee, such notice to
 be given in advance of implementation whenever practicable.

 
	
  

 	
  

 
	
 4.4

 	
 Specification of
 Bullion: The Custodian may specify the serial
 numbers of the bars to be withdrawn once it receives instructions from the
 Trustee to effect a withdrawal of Bullion pursuant to clause 4.1. The
 Custodian is entitled to select the Bullion to be made available to the
 Trustee; provided, however, that to the extent the Trustee provides specific
 serial numbers of bars for silver and plates for platinum or palladium to be
 so selected, the Custodian will take reasonable efforts to select such
 Bullion as specified by the Trustee. The Custodian shall select Bullion in
 such ratio of silver, platinum and palladium as designated by the Trustee.
 The Custodian may require more than two London/Zurich Business Days prior
 notice in the event that the Trustee does specify the serial numbers of bars
 to be withdrawn. 

 
	
  

 	
  

 
	
 4.5

 	
 Collection of
 Bullion: The Trustee agrees that in the normal
 course (which, for the avoidance of doubt, shall not include withdrawal in
 connection with the termination of this Agreement) withdrawal of Bullion from
 the Allocated Account shall be by way of de-allocation and subsequent credit
 of Bullion to the Unallocated Account.

 
	
  

 	
  

 
	
 4.6

 	
 De-allocation: Following
 receipt by the Custodian of notice for the withdrawal of Bullion from the
 Allocated Account pursuant to clause 4.1, the Custodian shall de-allocate
 sufficient Bullion from the Allocated Account to credit the Unallocated
 Account in the amount required. The Trustee acknowledges that the process of
 de-allocation of Bullion for withdrawal and/or credit to the Unallocated
 Account may involve minimal adjustments to the weight of Bullion to be
 withdrawn to adjust such weight to the whole bars available.

 
	
  

 	
  

 
	
 4.7

 	
 Risk:
 With the exception of any transfer of Bullion between loco London and loco
 Zurich pursuant to clause 3.2 or clause 4.2 of the Unallocated Account
 Agreement, where there is a shipment to or from the Custodian of Bullion, all
 right, title and risk in and to such Bullion shall pass at the Point of
 Delivery to the relevant person for whose account the Bullion is being
 delivered.

 


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 5.

 	
 INSTRUCTIONS

 
	
  

 	
  

 
	
 5.1

 	
 Giving of
 Instructions: Only the Trustee shall have the
 right to give instructions to the Custodian for deposit of Bullion to or
 withdrawal of Bullion from the Allocated Account. All such instructions given
 by the Trustee to the Custodian shall be given in writing and signed by two
 Authorised Signatories of the Trustee. The Trustee shall notify the Custodian
 in writing of the names of the people who are authorised to give instructions
 on the Trustee’s behalf. Until the Custodian receives written notice to the
 contrary, the Custodian is entitled to assume that any of those people have
 full and unrestricted power to give instructions on the Trustee’s behalf. The
 Custodian is also entitled to rely on any instructions which are from, or
 which purport to emanate from, any person who appears to have such authority.

 
	
  

 	
  

 
	
 5.2

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

 
	
  

 	
  

 
	
 5.3

 	
 Amendments:
 Once given, instructions continue in full force and effect until they are
 cancelled, amended or superseded. Notice of amendment shall have effect only
 after actual receipt by the Custodian.

 
	
  

 	
  

 
	
 5.4

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

 
	
  

 	
  

 
	
 5.5

 	
 Refusal to
 Execute: The Custodian will, where practicable,
 refuse to execute instructions if in the Custodian’s opinion they are or may
 be contrary to the Rules or any applicable law.

 
	
  

 	
  

 
	
 6.

 	
 CONFIDENTIALITY

 
	
  

 	
  

 
	
 6.1

 	
 Disclosure to
 Others: Subject to clause 6.2, each of the
 Trustee and the Custodian shall respect the confidentiality of information
 acquired under this Agreement and will not, without the other party’s
 consent, disclose to any other person any transaction or other information
 acquired about the other party, its business or the Trust under this
 Agreement, in the event such other party has made clear, at or before the
 time such information is provided, that such information is being provided on
 a confidential basis.

 
	
  

 	
  

 
	
 6.2

 	
 Permitted
 Disclosures: Each party accepts that from time
 to time any other party may be required by law or the Rules, or requested by
 a government department or agency, fiscal body or regulatory or listing
 authority or as otherwise necessary in conducting the Trust’s business, to
 disclose information acquired under this Agreement. In addition, the
 disclosure of such information may be required by a party’s auditors, by its
 legal or other advisors, by a company which is in the same group of companies
 as 

 


7









	
  

 	
  

 
	
  

 	
 a party (i.e., a
 subsidiary or holding company of a party), by a Sub-Custodian or (in the case
 of the Trustee) by any beneficiary of the trusts constituted by the Trust
 Agreement. Each party irrevocably authorises the others to make such
 disclosures without further reference to such party.

 
	
  

 	
  

 
	
 7.

 	
 CUSTODY SERVICES

 
	
  

 	
  

 
	
 7.1

 	
 Appointment:
 The Trustee hereby appoints the Custodian to act as custodian of the Bullion in
 accordance with this Agreement and any Rules which apply to the Custodian. 

 
	
  

 	
  

 
	
 7.2

 	
 Segregation of
 Bullion: The Custodian will be responsible for
 the safekeeping of the Bullion on the terms and conditions of this Agreement.
 The Custodian will segregate the Bullion from any Bullion which the Custodian
 owns or holds for others by making appropriate entries in its books and
 records and will require Sub-Custodians to segregate the Bullion from any
 Bullion which they own or hold for others by making appropriate entries in
 their books and records. The Custodian shall be deemed to have required such
 segregation in relation to the Sub-Custodians named in clause 8.1.

 
	
  

 	
  

 
	
 7.3

 	
 Ownership of
 Bullion: The Custodian will identify in its
 books that the Bullion belongs to the Trustee (on trust for the
 Shareholders).

 
	
  

 	
  

 
	
 7.4

 	
 Location of
 Bullion: Subject to and in accordance with
 clause 8.1 and unless otherwise agreed between the parties, silver must be
 held by the Custodian at its London vaulting premises and platinum and
 palladium must be held by the Custodian at its London vaulting premises or at
 the Zurich Sub-Custodian’s Zurich vaulting premises. The Custodian agrees
 that it shall use, or where applicable procure any Sub-Custodian to use,
 commercially reasonable efforts promptly to transport any Bullion held for
 the Trustee to these locations at the Custodian’s cost and risk. The
 Custodian agrees that all delivery and packing shall be in accordance with
 the Rules and Relevant Association good market practices.

 
	
  

 	
  

 
	
 8.

 	
 SUB-CUSTODIANS

 
	
  

 	
  

 
	
 8.1

 	
 Sub-Custodians:
 With the exception of the Zurich Sub-Custodians, which shall, for the
 avoidance of doubt, be governed by clause 8.3, the Custodian may employ
 Sub-Custodians solely for the temporary custody and safekeeping of Bullion
 until transported to the relevant vault premises as provided in clause 7.4. The
 Sub-Custodians the Custodian selects may themselves select sub-custodians to
 provide such temporary custody and safekeeping of Bullion, but such
 sub-custodians shall not by such selection or otherwise be, or be considered
 to be, a Sub-Custodian as such term is used herein. The Custodian will use
 reasonable care in selecting any Sub-Custodian. As of the date of this
 Agreement, the Sub-Custodians that the Custodian uses are: (i) in London only
 for all Bullion, Barclays Bank plc, The Bank of Nova Scotia (ScotiaMocatta),
 HSBC Bank USA, N.A. and Deutsche Bank AG; (ii) in London and Zurich for all
 Bullion, Union Bank of Switzerland (UBS), Brink’s Global Services Inc. and
 Via Mat International; and (iii) in Zurich only for platinum and palladium
 only, Credit Suisse. The Custodian will notify each of the Trustee and the
 Sponsor if it selects any additional Sub-Custodian, or stops using any
 Sub-Custodian 

 


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 for such purpose. The receipt of notice by each of the Trustee and
 the Sponsor that the Custodian has selected a Sub-Custodian (including those
 named in this clause 8.1) shall not be deemed to limit the Custodian’s
 responsibility in selecting such Sub-Custodian.

 
	
  

 	
  

 
	
 8.2

 	
 Liability:
 Except for the Custodian’s obligation to make commercially reasonable efforts
 to obtain delivery of Bullion from Sub-Custodians, the Custodian shall not be
 liable in contract, tort or otherwise for any loss, damage or expense arising
 directly or indirectly from an act or omission, or insolvency, of any
 Sub-Custodian or any further delegate of such Sub-Custodian unless the
 appointment of that Sub-Custodian was made by the Custodian negligently or in
 bad faith. 

 
	
  

 	
  

 
	
 8.3

 	
 Zurich
 Sub-Custodians: The Custodian may employ Zurich
 Sub-Custodians for the custody and safekeeping of platinum and palladium in
 their Zurich vault premises. The Custodian will use reasonable care in
 selecting any Zurich Sub-Custodian. As of the date of this Agreement, the
 Zurich Sub-Custodian that the Custodian uses is UBS AG. The Custodian will
 notify each of the Trustee and the Sponsor if it selects any additional
 Zurich Sub-Custodian, or stops using any Zurich Sub-Custodian for such
 purpose. The receipt of notice by each of the Trustee and the Sponsor that
 the Custodian has selected a Zurich Sub-Custodian (including those named in
 this clause 8.3) shall not be deemed to limit the Custodian’s responsibility
 in selecting such Zurich Sub-Custodian. Nothing in clause 8.2 shall limit the
 Custodian’s liability with respect to platinum or palladium held by a Zurich
 Sub-Custodian. In addition to the requirements of clauses 7.2 and 7.3, the
 Custodian shall require any Zurich Sub-Custodian to segregate the Bullion
 from any platinum and palladium which they hold for the Custodian and any
 other customers of the Custodian or the Zurich Sub-Custodian by making
 appropriate entries in their books and records. On entering into this
 Agreement and on the appointment of any subsequent Zurich Sub-Custodian, the
 Custodian shall give to such Zurich Sub-Custodian a notice in the form of Schedule
 1 and ensure that such Zurich Sub-Custodian delivers to the Custodian (with a
 copy to the Trustee and the Sponsor) a countersigned copy of such notice
 prior to delivery of any Bullion to it.

 
	
  

 	
  

 
	
 9.

 	
 REPRESENTATIONS

 
	
  

 	
  

 
	
 9.1

 	
 Trustee’s
 Representations: The Trustee represents and
 warrants to the Custodian that (such representations and warranties being
 deemed to be repeated upon each occasion of deposit of Bullion under this
 Agreement):

 





	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 the Trustee has all necessary authority, powers, consents, licences
 and authorisations (which have not been revoked) and has taken all necessary
 action to enable it lawfully to enter into and perform its duties and
 obligations under this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 the person entering into this Agreement on behalf of the Trustee has
 been duly authorised to do so; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

 	
 this Agreement and the obligations created under it are binding upon
 and enforceable against the Trustee, as trustee of the Trust, in 

 


9









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 accordance
 with its terms (subject to applicable principles of equity) and do not and
 will not violate the terms of the Rules or any order, charge or agreement by
 which the Trustee is bound.

 
	
  

 	
  

 	
  

 	
  

 
	
 9.2

 	
 Custodian’s Representations:
 The Custodian represents and warrants to the Trust that (such representations
 and warranties being deemed to be repeated upon each occasion of deposit of
 Bullion under this Agreement):

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 the
 Custodian has all necessary authority, powers, consents, licences and
 authorisations (which have not been revoked) and has taken all necessary
 action to enable it lawfully to enter into and perform its duties and
 obligations under this Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 the person
 entering into this Agreement on behalf of the Custodian has been duly
 authorised to do so; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
 FEES AND EXPENSES 

 
	
  

 	
  

 	
  

 	
  

 
	
 10.1

 	
 Fees: For the
 Custodian’s services under this Agreement, the Trustee has procured the
 Sponsor’s written agreement, to which the Custodian has agreed, to pay the
 Custodian’s fee for services under this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
 10.2

 	
 Expenses: The
 Trustee has procured the Sponsor’s written agreement, to which the Custodian
 has agreed, to pay to the Custodian on demand all costs, charges and expenses
 (excluding (i) any relevant taxes and VAT, duties and other governmental
 charges, (ii) fees for storage and insurance of the Bullion and any fees and
 expenses of Sub-Custodians, which will be recovered under clause 10.1, and
 (iii) indemnification obligations of the Trustee under clause 12.5 which will
 be paid pursuant to the following sentence) incurred by the Custodian in
 connection with the performance of its duties and obligations under this
 Agreement or otherwise in connection with the Bullion. The Trustee will
 procure payment on demand, solely from and to the extent of the assets of the
 Trust, of any other costs, charges and expenses not paid by the Sponsor under
 its agreement with the Custodian procured under this clause 10.2 (including
 any relevant taxes and VAT, duties, other governmental charges and
 indemnification claims of the Custodian payable by the Trustee pursuant to
 clause 12.5, but excluding fees for storage and insurance of the Bullion and
 any fees and expenses of Sub-Custodians, which will be recovered under clause
 10.1) incurred by the Custodian in connection with the Bullion.

 


10







	
  

 	
  

 
	
 10.3

 	
 Default Interest:
If neither the Trustee nor the Sponsor, as the case may be, procures
payment to the Custodian of any amount when it is due, the Custodian reserves
the right to charge the relevant party interest (both before and after any
judgement) on any such unpaid amount calculated at a rate equal to 1% above
the overnight London Interbank Offered Rate (LIBOR) for the currency in which
the amount is due. Interest will accrue on a daily basis and will be due and
payable as a separate debt. 

 
	
  

 	
  

 
	
 10.4

 	
 Credit Balances: No
 interest or other amount will be paid by the Custodian on any credit balance
 on an Allocated Account.

 
	
  

 	
  

 
	
 10.5

 	
 Recovery from
 Trust: Amounts payable pursuant to this clause
 10 shall not be debited from the Allocated Account, but shall be payable on
 behalf of the Trust, and the Custodian hereby acknowledges that it will have
 no recourse against Bullion standing to the credit of the Allocated Account
 or to the Trustee individually in respect of any such amounts.

 
	
  

 	
  

 
	
 11.

 	
 VALUE ADDED TAX

 
	
  

 	
  

 
	
 11.1

 	
 VAT Inclusive:
 All sums payable under this Agreement by the Trust to the Custodian shall be
 deemed to be inclusive of VAT if and to the extent VAT is properly chargeable
 on any supplies made by the Custodian to the Trust pursuant to this Agreement.

 
	
  

 	
  

 
	
 11.2

 	
 VAT Invoice:
 If VAT is properly chargeable on any supplies made by the Custodian to the
 Trust pursuant to this Agreement, the Custodian shall provide a valid VAT
 invoice to the Trust.

 
	
  

 	
  

 
	
 12.

 	
 SCOPE OF
 RESPONSIBILITY

 
	
  

 	
  

 
	
 12.1

 	
 Exclusion of
Liability: The Custodian will use reasonable
care in the performance of its duties under this Agreement and will only be
responsible for any loss or damage suffered as a direct result of any
negligence, fraud or wilful default on its part in the performance of its
duties, and in which case its liability will not exceed the market value of
the Bullion lost or damaged at the time such negligence, fraud or wilful
default is discovered by the Custodian, provided the Custodian notifies the
Trustee promptly after any discovery of such lost or damaged Bullion. 

 
	
  

 	
  

 
	
 12.2

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

 
	
  

 	
  

 
	
 12.3

 	
 Insurance:
 The Custodian (or one of its Affiliates) shall make such insurance
 arrangements from time to time in connection with the Custodian’s custodial
 obligations as the Custodian considers appropriate and the Custodian will be
 responsible for all costs, fees and expenses (including any relevant taxes)
 in relation to any such insurance policy or policies; provided, however,
 that, unless the Sponsor wishes to enter into additional insurance arrangements
 specifically relating to the Bullion held in the Allocated Account, the
 Custodian is under no duty or obligation to specifically insure such Bullion
 against any risk (including the risk of loss, damage, 

 


11









	
  

 	
  

 
	
  

 	
 destruction or mis-delivery) and, in respect of any such insurance
 specifically relating to the Trust’s Bullion held in the Allocated Account,
 the Trust will be responsible for all costs, fees and expenses (including any
 relevant taxes) in relation to the insurance policy. Upon reasonable prior
 written notice, in connection with the preparation of the initial
 registration statement under the United States Securities Act of 1933, as
 amended, covering any Shares, the Custodian will allow its insurance to be
 reviewed by the Trustee and by the Sponsor. The Custodian also will allow the
 Trustee and the Sponsor to review such insurance in connection with any
 amendment to that initial registration statement and from time to time, in
 each case upon reasonable prior written notice from the Trustee. Any permission
 to review the Custodian’s insurance is limited to the term of this Agreement
 and is conditioned on the reviewing party executing a form of confidentiality
 agreement provided by the Custodian, or if the confidentiality agreement is
 already in force, acknowledging that the review is subject thereto.

 
	
  

 	
  

 
	
 12.4

 	
 Force Majeure:
 The Custodian shall not be liable for any delay in performance, or for the
 non-performance, of any of its obligations under this Agreement by reason of
 any cause beyond the Custodian’s reasonable control. This includes any act of
 God or war or terrorism or any breakdown, malfunction or failure of
 transmission, communication or computer facilities, industrial action, acts
 and regulations of any governmental or supra national bodies or authorities
 or regulatory or self-regulatory organisation or failure to any such body,
 authority or organization, for any reason, to perform its obligations;
 provided, however, that the Custodian agrees to use reasonable efforts to
 assist the Trustee in finding a replacement custodian (including, but not
 limited to, agreeing to an assignment of its rights and obligations
 hereunder) should any event described in this clause 12.4 so prevent the
 Custodian from performing its obligations. 

 
	
  

 	
  

 
	
 12.5

 	
 Indemnity:
 The Trustee, solely from and to the extent of the assets of the Trust, shall
 indemnify and keep indemnified the Custodian (on an after tax basis) on
 demand against all costs and expenses, damages, liabilities and losses (other
 than VAT and the expenses assumed by the Sponsor under its agreement with the
 Custodian procured under clause 10.2) which the Custodian may suffer or
 incur, directly or indirectly in connection with this Agreement except to the
 extent that such sums are due directly to the negligence, wilful default or
 fraud of the Custodian.

 
	
  

 	
  

 
	
 12.6

 	
 Third Parties:
 Except with respect to the Trust, which shall be considered a beneficiary of
 this entire Agreement, and to the Sponsor, which shall be considered a
 beneficiary (as applicable) of clauses 2.7 and 12.3, the Custodian does not
 owe any duty or obligation or have any liability towards any person who is
 not a party to this Agreement. Except as set forth in this clause 12.6, this
 Agreement does not confer a benefit on any person who is not a party to it.
 The parties hereto do not intend that any term of this Agreement shall be
 enforceable by any person who is not a party to it and do intend that the
 Contracts (Rights of Third Parties) 1999 Act shall not apply to this
 Agreement, provided that the Sponsor may enforce its rights under clauses 2.7
 and 12.3. Nothing in this paragraph is intended to limit the obligations
 hereunder of any successor Trustee of the Trust or to limit the right of any
 successor Trustee of the Trust to enforce the Custodian’s obligations
 hereunder. 

 


12









	
  

 	
  

 	
  

 	
  

 
	
 13.

 	
 TERM AND
 TERMINATION

 
	
  

 	
  

 
	
 13.1

 	
 Method:
 Subject to clause 13.2 below, either the Trustee or the Custodian may
 terminate this Agreement for any reason, including if the Custodian or Zurich
 Sub-Custodian ceases to offer the services contemplated by this Agreement to
 its clients or proposes to withdraw from the Bullion business, by giving not
 less than 90 days’ written notice to the other party. Any such notice given
 by the Trustee must specify: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 the date on which the termination will take effect;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 the person to whom the Bullion is to be made available; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

 	
 all other necessary arrangements for the redelivery of the Bullion to
 the order of the Trustee.

 
	
  

 	
  

 	
  

 	
  

 
	
 13.2

 	
 Term: This
 Agreement shall have a fixed term up to and including five years and will automatically renew for a further term of
 five years thereafter unless terminated by the parties in accordance with
 this clause 13; provided that during such periods this Agreement may be terminated immediately
 upon written notice as follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (4)

 	
 by the Trustee, if there is any event which, in the Trustee’s sole
 view, indicates the Custodian’s insolvency or impending insolvency;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (5)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (6)

 	
 by the Trustee or the Custodian, if the Unallocated Account Agreement
 ceases to be in full force and effect at any time.

 
	
  

 	
  

 
	
 13.3

 	
 Change in Trustee:
 If there is any change in the identity of the Trustee in accordance with the
 Trust Agreement, then the Custodian, the Trustee and the Trust shall execute
 such documents and shall take such actions as the new Trustee and the
 outgoing Trustee may reasonably require for the purpose of vesting in the new
 Trustee the rights and obligations of the outgoing Trustee, and releasing the
 outgoing Trustee from its future obligations under this Agreement.

 


13









	
  

 	
  

 
	
 13.4

 	
 Redelivery
 Arrangements: If the Trustee does not make
 arrangements acceptable to the Custodian for the redelivery of the Bullion,
 the Custodian may continue to store the Bullion, in which case the Custodian
 will continue to charge the fees and expenses payable under clause 10. If the
 Trustee has not made arrangements acceptable to the Custodian for the
 redelivery of the Bullion within six months of the date specified in the
 termination notice as the date on which the termination will take effect, the
 Custodian will be entitled to sell the Bullion and account to the Trustee for
 the proceeds. 

 
	
  

 	
  

 
	
 13.5

 	
 Existing Rights:
 Termination shall not affect rights and obligations then outstanding under
 this Agreement which shall continue to be governed by this Agreement until
 all obligations have been fully performed.

 
	
  

 	
  

 
	
 14.

 	
 NOTICES

 
	
  

 	
  

 
	
 14.1

 	
 Transfer Notices: Subject
 to clause 5.1, any Transfer Notice shall be in writing in English and shall
 be marked “Urgent – This Requires Immediate Attention” and signed by or on
 behalf of the party giving it (or its duly authorised representative). Any
 Transfer Notice shall be sent either by facsimile or such other authenticated
 method as may, from time to time, be agreed between the parties. Any Transfer
 Notice shall be deemed to have been given, made or served upon actual receipt
 by the recipient.

 
	
  

 	
  

 
	
 14.2

 	
 General Notices:
 Any General Notice shall be in writing in English and shall be marked “Urgent
 – This Requires Immediate Attention” and shall be signed by or on behalf of
 the party giving it (or its duly authorised representative). Any General
 Notice shall be given, made or served by sending the same by pre-paid
 registered post (first class if inland, first class airmail if overseas) or
 facsimile transmission. Any General Notice sent by pre-paid registered post
 shall be deemed to have been received three London/Zurich Business Days in
 the case of inland post or seven London/Zurich Business Days in the case of
 overseas post after despatch. Any General Notice sent by facsimile shall be
 deemed to have been given, made or served upon actual receipt by the
 recipient.

 
	
  

 	
  

 
	
 14.3

 	
 The addresses and numbers of the parties for the purposes of clauses
 14.1 and 14.2 are:

 






	
  

 	
  

 	
  

 
	
  

 	
 The Custodian:

 	
 JPMorgan Chase Bank, N.A.

 
	
  

 	
  

 	
 125 London Wall

 
	
  

 	
  

 	
 London EC2Y 5AJ

 
	
  

 	
  

 	
 Attention: Peter Smith – Global Commodities

 
	
  

 	
  

 	
 Facsimile No.+44 207 777 4915

 
	
  

 	
  

 	
  

 


14









	
  

 	
  

 	
  

 
	
  

 	
 The Trustee:

 	
 The Bank of New York Mellon

 
	
  

 	
  

 	
 2 Hanson Place

 
	
  

 	
  

 	
 Brooklyn, New York 11217

 
	
  

 	
  

 	
 Attention: Donald Guire

 
	
  

 	
  

 	
 Facsimile: 718-315-4927

 
	
  

 	
  

 	
  

 
	
  

 	
 or such other address or facsimile number as shall have been notified
 (in accordance with this clause) to the other party hereto. The address and
 numbers of the Sponsor for purposes of receiving notices under this Agreement is:

 
	
  

 	
  

 	
  

 
	
  

 	
 The Sponsor:

 	
 ETF Securities USA LLC

 
	
  

 	
  

 	
 Ordnance House

 
	
  

 	
  

 	
 31 Pier Road

 
	
  

 	
  

 	
 St. Helier, Jersey

 
	
  

 	
  

 	
 JE4 Channel Islands

 
	
  

 	
  

 	
 Fax: +441534825335 

 
	
  

 	
  

 	
 Attention: US Fund Services 

 





	
  

 	
  

 
	
 14.4

 	
 Recording of
 Calls: Each of the Custodian and the Trustee may
 record telephone conversations without use of a warning tone. Such records
 will be the recording party’s sole property and accepted by the other parties
 hereto as evidence of the orders or instructions given.

 
	
  

 	
  

 
	
 15.

 	
 GENERAL

 
	
  

 	
  

 
	
 15.1

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

 
	
  

 	
  

 
	
 15.2

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

 
	
  

 	
  

 
	
 15.3

 	
 Rights and
 Remedies: The Custodian hereby waives any right
 it has or may hereafter acquire to combine, consolidate or merge the Metal
 Accounts with any other account of the Trust or the Trustee or to set off any
 liabilities of the Trust or of the Trustee to the Custodian and agrees that
 it may not set off, transfer or combine or withhold

 


15









	
  

 	
  

 
	
  

 	
 payment of any sum standing
 to the credit or to be credited to the Metal Accounts in or towards or
 conditionally upon satisfaction of any liabilities to it of the Trust or the
 Trustee. Subject thereto, the Custodian’s rights under this Agreement are in
 addition to, and independent of, any other rights which the Custodian may
 have at any time in relation to the Bullion.

 
	
  

 	
  

 
	
 15.4

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

 
	
  

 	
  

 
	
 15.5

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

 
	
  

 	
  

 
	
 15.6

 	
 Partial
 Invalidity: If any of the clauses (or part of a
 clause) of this Agreement becomes invalid or unenforceable in any way under
 the Rules or any law, the validity of the remaining clauses (or part of a
 clause) will not in any way be affected or impaired.

 
	
  

 	
  

 
	
 15.7

 	
 Entire Agreement: This
 document represents the entire agreement between the parties hereto in
 respect of its subject matter save for any agreements made with fraudulent
 intent, and excludes any prior agreements or representations. This Agreement
 supersedes and replaces any prior existing agreement between the parties
 relating to the same subject matter. 

 
	
  

 	
  

 
	
 15.8

 	
 Counterparts:
 This Agreement may be executed in any number of counterparts each of which
 when executed and delivered is an original, but all the counterparts together
 constitute the same agreement.

 
	
  

 	
  

 
	
 15.9

 	
 Business Days:
 If any obligation falls due to be performed on a day which is not a New York
 Business Day or a London/Zurich Business Day, then the relevant obligations
 shall be performed on the next succeeding New York Business Day or
 London/Zurich Business Day, as applicable.

 
	
  

 	
  

 
	
 15.10

 	
 Prior Agreements:
 The Custodian or any member of the JPMorgan group of companies (the “JPMorgan
 Group”) may trade in Shares for its own account as principal, may
 have underwritten or may underwrite an issue of Shares or, together with any
 such entities’ directors, officers or employees, may have a long or short
 position in Shares or in any related security or instrument. Brokerage or
 other fees may be earned by any member of the JPMorgan Group or persons
 associated with them in respect of any business transacted by them in all or
 any of the aforementioned securities or instruments. 

 


16









	
  

 	
  

 
	
 16.

 	
 GOVERNING LAW AND
 JURISDICTION 

 
	
  

 	
  

 
	
 16.1

 	
 Governing Law:
 This Agreement and any dispute or claim arising out of or in connection with
 it or its subject matter or formation (including non-contractual disputes or
 claims) is governed by, and will be construed in accordance with, English
 law.

 
	
  

 	
  

 
	
 16.2

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

 
	
  

 	
  

 
	
 16.3

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

 
	
  

 	
  

 
	
 16.4

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

 
	
  

 	
  

 
	
  

 	
 Custodian’s
 Address for service of process: 

 
	
  

 	
  

 
	
  

 	
 JPMorgan Chase Bank, N.A. 

 
	
  

 	
 125 London Wall

 
	
  

 	
 London EC2Y 5AJ

 
	
  

 	
 Facsimile No. +44 207 777 4915

 
	
  

 	
 Attention: Peter Smith – Global
 Commodities

 
	
  

 	
  

 
	
  

 	
 With a copy to:

 
	
  

 	
  

 
	
  

 	
 JPMorgan Chase Bank, N.A.

 
	
  

 	
 125 London Wall, 13th Floor

 
	
  

 	
 London EC2Y 5AJ

 
	
  

 	
 Facsimile No.: +44 (0)20 7325 8150

 
	
  

 	
 Attention: Legal Department-FX and Derivatives Group

 
	
  

 	
  

 
	
  

 	
 Trustee’s Address
 for service of process:

 
	
  

 	
  

 
	
  

 	
 The Bank of New York Mellon

 
	
  

 	
 One Wall Street

 
	
  

 	
 New York, New York 10286 

 
	
  

 	
 Attention: Legal Department 

 


17





EXECUTED by the
Parties: 


Signed on behalf of and for JPMORGAN
CHASE BANK, N.A. by 



	
  

 	
  

 
	
Signature: 

 	
 /s/ Peter L. Smith

 
	
  

 	

 


 




Name: Peter L. Smith 


Title: Executive Director 



Signed on
behalf of and for 

THE BANK
OF NEW YORK MELLON, solely in its capacity as trustee of the ETFS White Metals
Basket Trust and not individually by 



	
  

 	
  

 
	
Signature: 

 	
 /s/ Andrew Pfeifer

 
	
  

 	

 


 




Name: Andrew Pfeifer 


Title: Vice President 



 [Signature Page to ETFS White Metals Basket Allocated Account
Agreement]


18





Schedule 1

Notice to Zurich Sub-Custodians


	
  

 	
  

 
	
 From:

 	
 JPMorgan
 Chase Bank, N.A. 

 
	
  

 	
 125 London
 Wall

 
	
  

 	
 London EC2Y 5AJ 

 
	
  

 	
  

 
	
 To:

 	
  

 
	
  

 	
  

 
	
 Date:

 	
  

 
	
  

 	
  

 
	
 Dear Sirs

 
	
  

 	
  

 


Allocated Account Agreement (the “Agreement”)

dated ___________ between

The Bank of New York Mellon (the “Trustee”) and 

JPMorgan Chase Bank, N.A. (the “Custodian”)  



	
  

 
	

 


 



Reference is made to the Agreement between us and the Trustee and to
________________________ (the “Sub-Custodian”) General Terms and Conditions
Governing Custody Accounts agreed between us and the Sub-Custodian.


We hereby give you notice and you hereby agree that the precious metal
bullion (“Bullion”) that we may deliver to you or arrange to be delivered to
you in connection with the Agreement belongs to the ETFS White Metals Basket
Trust (the “Trust”) and/or the Trustee (as trustee for the holders of certain securities
of the Trust) and that we have agreed to require you and you hereby agree to:
(a) hold such Bullion in Switzerland as Sub-Custodian, (b) to segregate the
Bullion from any precious metal which you own or hold for others and (c) to
segregate the Bullion from any precious metal which you hold for the Custodian
and any other customers of the Custodian, in each case by making appropriate
entries in your books and records.


Please sign and return the enclosed copy of this notice to us by way of
your confirmation that you have received this notice and will comply with the
requirements of the above paragraph. You may neither forward this Schedule 1
nor disclose its content to any third party, except to the Trustee and ETF
Securities USA LLC as the Sponsor of the Trust.


This letter is governed by English law, without regard to the
application of any choices of law rules. The exclusive place of jurisdiction of
disputes concerning this letter shall be Zurich, Switzerland.


The obligations between the Trustee and the Custodian are governed by
the Agreement, and the obligations between the Custodian and the Sub-Custodian
are governed by the individual agreement among themselves.


Yours
faithfully


	
  

 	
  

 
	

 


 	
  

 
	
 for and on
 behalf of

 	
  

 
	
 JPMorgan Chase Bank, N.A.

 	
 Acknowledged
 and Agreed

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 For and on
 behalf of 

 


19