Exhibit 10.1


EXECUTION COPY


JPMORGAN CHASE BANK, N.A.


and


THE BANK OF NEW YORK MELLON

solely in its capacity as trustee of the ETFS Gold Trust

and not individually


	
 


	



	
 


	
ALLOCATED ACCOUNT AGREEMENT


	
 


	













THIS AGREEMENT is
made with effect on and from September 1, 2009


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 Gold 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 allocated
 Bullion account, number 01239, established in the name of the Trustee with
 the Custodian pursuant to this Agreement;


	
 

	
 


	
 

	
“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 Business Day
 on which the Trustee requests the Custodian to credit to the Allocated
 Account Bullion debited from the Unallocated Account;


	
 

	
 


	
 

	
“Bullion” means gold 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;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
“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 bullion market are open for the transaction
 of business in London;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
“Prospectus” means the prospectus
 constituting a part of the registration statement filed on Form S-1,
 Registration Number 333-158221 with the Securities Exchange Commission in
 accordance with the U.S. Securities Act of 1933, as amended, in relation to
 the Shares dated on or about September ___, 2009, 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; 





2







	
 

	
 


	
 

	
“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 the London
 Bullion Market Association or its successors;


	
 

	
 


	
 

	
“Rules” means the rules, regulations,
 practices and customs of the Relevant Association (including without
 limitation the requirements of “Good Delivery” under the rules of the
 Relevant Association), 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 Swiss Gold Shares” and created
 pursuant to and constituted by the Trust Agreement;


	
 

	
 


	
 

	
“Sponsor” means ETF USA Securities 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 Gold Trust formed
 pursuant to the Trust Agreement


	
 

	
 


	
 

	
“Trust Agreement” means the Depositary
 Trust Agreement of the ETFS Gold Trust dated on or about September 1, 2009,
 as amended from time to time, between the ETF Securities USA LLC, as Sponsor, and The Bank of New York
 Mellon, as Trustee; 


	
 

	
 


	
 

	
“Unallocated Account” means the loco
 London unallocated Bullion account, number 01242, or loco Zurich the
 unallocated Bullion, account number 01238, each established in the name of
 the Trustee with the Custodian pursuant to the Unallocated Account Agreement;


	
 

	
 


	
 

	
“Unallocated Account Agreement” means the
 Unallocated Account Agreement dated September 1, 2009 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





3







	
 

	
 


	
 

	
and
 any other tax (whether imposed in the United Kingdom in substitution thereof
 or in addition thereto or elsewhere) of a similar fiscal nature;


	
 

	
 


	
 

	
“Withdrawal Date” means the Business Day
 on which 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 bullion market are open for the
 transaction of business in Zurich; and


	
 

	
 


	
 

	
“Zurich Sub-Custodian” means any firm
 selected by the Custodian to hold gold 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 with held). 


	
 

	
 


	
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.


	
 

	
 


	
2.4

	
Reports: For
 each Business Day, by no later than the following Business Day, Custodian
 will transmit to Trustee a report showing the movement of Bullion into and
 out of the Allocated Account, identifying separately each transaction and the
 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.





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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. 


	
 

	
 


	
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. 





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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 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 to be so selected, the Custodian will take reasonable
 efforts to select such Bullion as specified by the Trustee. The Custodian may
 require more than two 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:
 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.


	
 

	
 


	
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.





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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 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





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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 gold 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, Bullion must be
 held by the Custodian at its or the Zurich Sub-Custodian’s Zurich vault
 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 Custodian, 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: Brinks Global
 Services, Via Mat International and Group 4 Security Limited. The Custodian
 will notify each of the Trustee and the Sponsor if it selects any additional
 Sub-Custodian, or stops using any Sub-Custodian 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 gold 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





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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 gold 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 gold 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 notices in the form of Schedule 1 and
 ensure that the Zurich Sub-Custodian delivers to the Trustee (with a copy to
 the Sponsor) acknowledgements in the form of Schedule 2 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 persons
 entering into this Agreement on behalf of the Trustee have 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 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 persons
 entering into this Agreement on behalf of the Custodian have been duly
 authorised to do so; and





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(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 to
 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 assumed 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.


	
 

	
 


	
10.3

	
Default Interest:
 If the Trustee fails to procure payment to the Custodian of any amount when
 it is due, the Custodian reserves the right to charge interest (both before
 and after any 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.





10










	
  

 	
  

 
	
 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 under this Agreement as the Custodian
 considers appropriate and will be responsible for all costs, fees and
 expenses (including any relevant taxes) in relation to any such insurance
 policy or policies. Upon reasonable prior written notice, in
 connection with the preparation of the initial registration statement under
 the United States Securities Act of 1933, as amended, covering any Shares,
 the Custodian will allow its insurance to be reviewed by the Trustee and by
 the Sponsor. The Custodian also will allow 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; 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 11.4 so prevent the Custodian from performing
 its obligations.

 
	
  

 	
  

 
	
 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 

 



11







	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 
	
 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 2.6 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 2.6
 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. 

 
	
  

 	
  

 
	
 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 or 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 

 



12







	
  

 	
  

 
	
  

 	
 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; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (6)

 	
 by the
 Trustee or the Custodian, if the Zurich Sub-Custodian ceases to offer the
 services contemplated by this Agreement or proposes to withdraw from the
 Bullion business and the Custodian and the Sponsor have not been able to
 identify a mutually agreeable replacement Zurich Sub-Custodian within 90 days
 of the Custodian notifying the Trustee and the Sponsor that the Zurich
 Sub-Custodian has ceased to offer such services; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (7)

 	
 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.

 
	
  

 	
  

 
	
 13.4

 	
 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







	
  

 	
  

 
	
 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 Business Days in the case of
 inland post or seven 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

 
	
  

 	
  

 	
  

 
	
  

 	
 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:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ETF
 Securities USA LLC

 c/o ETF Securities Representative Office

 6th Floor 

 2 London Wall Buildings

 London EC2M 5UU

 



14







	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telephone:
 +442074404330

 
	
  

 	
  

 	
 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 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

 



15







	
  

 	
  

 
	
  

 	
 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 Business
 Day, then the relevant obligations shall be performed on the next succeeding
 Business Day.

 
	
  

 	
  

 
	
 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.

 	
 GOVERNING LAW AND JURISDICTION 

 
	
  

 	
  

 
	
 16.1

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

 
	
  

 	
  

 
	
 16.2

 	
 Jurisdiction: 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







	
  

 	
  

 
	
 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 

 
	
  

 	
 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 Gold Trust and not individually by 


	
 

	
 

	
 

	
 

	
 


	
Signature 
 

	
/s/ Andrew Pfeifer

	
 


	
 

	
 

	
 

	


	
 


	
 

	
 

	
 

	
 

	
 


	
Name  

	
 

	
Andrew Pfeifer

	
 


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 


	
Title 

	
 

	
 

	
Vice President

	
 


	
 

	


	
 





18






Schedule 1

Notice to Zurich Sub-Custodians


	
  

 	
  

 
	
 From:

 	
 JPMorgan Chase Bank, N.A. 

 
	
  

 	
 125 London Wall

 
	
  

 	
 London
 EC2Y 5AJ 

 
	
  

 	
  

 
	
 To:

 	
 [Zurich
 Sub-Custodian]

 



Date:


Dear Sirs


	
  

 
	
 Allocated
 Account Agreement (the “Agreement”)

 dated September 1, 2009 between

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

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

 
	
  

 
	
 


 



We hereby give you notice
that pursuant to the above-captioned Agreement certain of the gold (“Bullion”) that we may deliver to you or
arrange to be delivered to you belongs to the ETFS Gold Trust (the “Trust”)
and/or the Trustee (as trustee for the holders of certain securities of the
Trust) and under such Agreement we have agreed to require you: (a) to segregate
the Bullion from any gold which you own or hold for others and (b) to segregate
the Bullion from any gold 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 and the Trustee (with a copy to ETF
Securities USA UC, the Sponsor of the Trust) by way of your confirmation that
you have received this notice and will comply with the requirements of the
above paragraph.


This letter is governed by
English law.


Yours faithfully


	
  

 	
  

 
	


 	
  

 
	
 for an on behalf of

 
	
 JPMorgan
 Chase Bank, N.A. 

 



19






Schedule 2

Acknowledgement from Zurich Sub-Custodians


	
  

 	
  

 
	
 From:

 	
 [Zurich Sub-Custodian]

 
	
  

 	
  

 
	
 To:

 	
 JPMorgan Chase Bank, N.A. 

 
	
  

 	
 125 London Wall

 
	
  

 	
 London
 EC2Y 5AJ 

 
	
  

 	
  

 
	
 To:

 	
 ETF Securities USA LLC

 
	
  

 	
 c/o ETF Securities
 Representative Office

 
	
  

 	
 6th Floor

 
	
  

 	
 2 London Wall Buildings

 
	
  

 	
 London EC2M5UU

 
	
  

 	
 Attention: US Fund
 Services

 
	
  

 	
  

 
	
 To:

 	
 ETFS
 Gold Trust 

 
	
  

 	
 c/o
 The Bank of New York Mellon

 
	
  

 	
 Two
 Hanson Place

 
	
  

 	
 Brooklyn,
 NY 11217 

 
	
  

 	
 Attention:
 Donald Guire 

 



Date:


Dear Sirs


	
  

 
	
 Allocated
 Account Agreement (the “Agreement”)
 

 dated September 1, 2009 between

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

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

 
	
  

 
	
 


 



We hereby acknowledge
receipt of the letter of which the attached is a copy and undertake in relation
to all Bullion (as defined in such letter):


	
  

 	
  

 
	
 (a)

 	
 to segregate the Bullion
 from any gold which we own or hold for others; and 

 
	
  

 	
  

 
	
 (b)

 	
 to segregate the Bullion
 from any gold which we hold for the Custodian and any other customers of the
 Custodian, 

 



and in each case we will
make appropriate entries in our books and records.


Yours faithfully


	
  

 	
  

 
	
 

 	
  

 
	
 duly authorised 

 
	
 for and on behalf of

 
	
 [Zurich Sub-Custodian]

 



20