EXHIBIT 4.2



AUTHORIZED PARTICIPANT AGREEMENT


 


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


 


R E C I T A L S


 


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


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


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


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


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


 









 


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


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


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


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


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


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


(i) If to the Trustee:  


 


The Bank of New York Mellon  


2
Hanson Place — Floor 9th 


Brooklyn, NY 11217  


Attn: Jarvis Joseph  


Telephone: (718) 315-7500 


Facsimile: (732) 667-9478


E-Mail: jarvis.joseph@bnymellon.com 


(ii) If to the Sponsor:

ETF
  Securities USA LLC  

11th Floor

48 Wall Street


New York


NY 10005


 


2


 









 


 


Attn: Fred Jheon


Telephone: (212) 918-4954


Facsimile: (212) 918-4972


E-Mail: fred.jheon@etfsecurities.com 


 


(iii) If to the Authorized Participant:  


 


[AUTHORIZED PARTICIPANT]


Attn:


[AP’S
ADDRESS]


Telephone:


Facsimile:


Telex:


 


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


Section 7. Effectiveness, Termination and Amendment. This Agreement shall become effective upon execution and delivery by each of the parties hereto. This Agreement may be terminated at any time by any party upon sixty days prior written notice to the other parties and may be terminated earlier by the Trustee or the Sponsor at any time on the event of a breach by the Authorized Participant of any provision of this Agreement (including the Standard Terms incorporated by Section 2 hereof) or the Procedures. This Agreement, along with any other agreement or instrument delivered pursuant to this Agreement, supersedes any prior agreement between or among the parties concerning the matters governed hereby.  This Agreement may be amended by the Trustee and the Sponsor from time to time without


 the consent of
the Authorized Participant or any Beneficial Owner by the following procedure: the Trustee or the Sponsor will mail a copy of the amendment to the Authorized Participant in compliance with the notice provisions of this Agreement; if the Authorized Participant does not object in writing to the amendment within fifteen (15) Business Days after receipt of the proposed amendment, the amendment will become part of this Agreement in accordance with its terms. Titles and section headings in this Agreement (and in the Standard Terms incorporated by Section 2 hereof and the Procedures) are included solely for convenient reference and are not a part of this Agreement.   


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


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


 


3


 









 


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


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


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


 


[Signatures Follow on Next Page]


 


 


4


 









 


 





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


 


 


THE BANK OF NEW YORK MELLON, in its capacity as 


Trustee of the Trusts listed on Schedule A hereto


 


 



By:                                          
                          


Name: 

Title: 

Date: 

 

 


ETF SECURITIES USA LLC, in its capacity as 


Sponsor of the Trusts listed on Schedule A hereto


 


By:                                          
                          


Name: 


Title: 


Date: 


 


 


[AUTHORIZED PARTICIPANT] 


 


By:                                          
                          


Name: 


Title: 


Date: 


 


5


 









 


 



SCHEDULE
A – APPLICABLE TRUSTS



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




 



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




 



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




 



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




 

 


 


 


DELIVERY LOCATIONS, BASKET SIZES


AND BULLION OUNCES PER SHARE


 


Description of Delivery and Basket Sizes:


 



	
     
 	
    Delivery of Bullion
 	
    Shares Per Basket
 	
  Oz. per Share at Inception
 
	
      ETFS Physical Silver Shares
 	
      Loco-London
 	
      100,000
 	
  1.0
 
	
      ETFS
      Physical Swiss Gold Shares
 	
      Loco-Zurich/London
 	
      50,000
 	
  0.1
 
	
      ETFS Physical Platinum Shares
 	
      Loco-Zurich/London
 	
      50,000
 	
  0.1
 
	
      ETFS Physical Palladium Shares
 	
      Loco-Zurich/London
 	
      50,000
 	
0.1
 



 


 


 


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SCHEDULE 1- CREATION AND REDEMPTION PROCEDURES


 









 


 



TABLE OF CONTENTS - SCHEDULE 1


 


 


 



	 	Page
	ARTICLE
      I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 
	
       
 	
            Section 1.01
 	
            Definitions
 	
            2
 
	
       
 	
            Section 1.02
 	
            Interpretation
 	
            6
 
	 	 	 	 
	ARTICLE
      II CREATION PROCEDURES	 
	 	Section
      2.01	Initial
      Creation of Shares	7
	 	Section
      2.02	Subsequent
      Creation of Shares	7
	 	 	 	 
	ARTICLE
      III REDEMPTION PROCEDURES	 
	 	Section
      3.01	Redemption
      of Shares	9
	 	 	 	 
	ANNEX
      I TO CREATION AND REDEMPTION PROCEDURES	 
	 	Creation/Redemption
      Order Form	13
	 	 	 	 
	ANNEX
      II TO CREATION AND REDEMPTION PROCEDURES	 
	 	Order
      Entry System Terms and Conditions	16
	 	 	 	 



 



 



 



 



 


 


 


S1-1


 









 


 



  FIRST AMENDED AND RESTATED

CREATION AND REDEMPTION PROCEDURES


 


Adopted
by the Sponsor and Trustee (each as defined below) as of August 24, 2009


 

 


ARTICLE I


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Custodian Day” shall
      mean a day on which the facilities at which a Delivery of Bullion is to
      take place to or by the Custodian on behalf of the Trust(s) are open for
business. 


 


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


 


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


 


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


 


 


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


 


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


 


“FINRA” means
the Financial Industry Regulatory Authority.


 


“Gold” shall
      have the meaning ascribed to the term in Section 1.1 of the Trust Agreement
of the ETFS Gold Trust relating to gold. 


 


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


 


“LBMA” shall
mean the London Bullion Market Association. 


 


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


 


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


 


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


 


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


 


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


 


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


 


“Palladium” shall
      have the meaning ascribed to the term in Section 1.1 of the Trust Agreement
of the ETFS Palladium Trust relating to palladium. 


 


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


 


 


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“Platinum” shall
      have the meaning ascribed to the term in Section 1.1 of the Trust Agreement
of the ETFS Platinum Trust relating to platinum. 


 


“PM Basket” shall
      mean precious metal Shares with a pro-rata share of Gold, Silver, Platinum
and Palladium as set out in Schedule A of the Authorized Participant Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Silver” shall
      have the meaning ascribed to the term in Section 1.1 of the Trust Agreement
of the ETFS Silver Trust relating to silver. 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


S1-5


 



   




 


member
    state of the European Union or elsewhere, in substitution for, or levied
in addition to, such tax referred to in “(a)”. 



             


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



 



Section 1.02.  Interpretation.
In these Procedures. 




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


 


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


 


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


 


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


 


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


 


ARTICLE II


 


CREATION PROCEDURES


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


e.            Each
    Purchase Order shall settle on the third Business Day following the Order
    Date. The Basket Amount corresponding to each Basket must be deposited in
    the Custodial Unallocated Account in unallocated Bullion loco London with
respect to Silver and loco Zurich 


 


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or loco London with respect to Gold, Platinum and Palladium no later than 11:00 a.m. (London time) on the third Business Day following the Order Date.  With respect to Gold and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.


 


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


 


g.            On
    the third Business Day following the Order Date corresponding to a Purchase
    Order, or on such earlier date and time as the Trustee in its absolute discretion
    may agree with the Authorized Participant, the Trustee shall issue the aggregate
    number of Shares corresponding to the Baskets ordered by the Authorized Participant
    and Deliver them, by credit to the account at DTC which the Authorized Participant
    shall have identified for such purpose in its Purchase Order, provided that,
    by 9:00 a.m. (New York time) on the date such issuance and Delivery is to
take place: 


 


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


 


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


 


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


 


S1-8


 









 


Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order.


 


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


 


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


 


ARTICLE III


 


REDEMPTION PROCEDURES


 


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


 


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


 


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


 


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


 


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


 


in either case informing the Trustee that the Authorized Participant wishes to place a Redemption Order for a specified number of Baskets and, in the case of a telephone order, within 15 minutes 


 


S1-9


 









 


following such telephone call the Trustee shall have received a duly completed, irrevocable Redemption Order in the form set out in Annex I to these Procedures executed by an Authorized Representative of such Authorized Participant, via facsimile at the number specified in such Annex I.  


 


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


 


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


 


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


 


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


 


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


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




	 	• 	unallocated Silver loco London;
	 	• 	unallocated Gold loco Zurich;
	 	• 	unallocated Platinum loco Zurich;
	 	• 	unallocated Platinum loco London;
	 	• 	unallocated Palladium loco Zurich; or
	 	• 	unallocated Palladium loco London






     (as applicable to the specific
Redemption Order); and 



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




	 	• 	unallocated Gold loco London;





     (as
applicable to the specific Redemption Order for Gold loco London only)







in the amounts specified in the communication
    sent in compliance with Section 3.01c. above, to the account indicated by
    the redeeming Authorized Participant in its Redemption Order (which shall
    be an appropriate bullion account in London with an LBMA member or LPPM member,
    as applicable for the type of Bullion involved). Having made such Delivery,
    the Custodian shall send written confirmation thereof to the Trustee who
    shall then cancel the Shares so redeemed. 

 


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


 


f.             The
    foregoing provisions notwithstanding, neither the Trustee nor the Custodian
    shall be liable for any failure or delay in making Delivery of Bullion in
    respect of a Redemption Order arising from nuclear fission or fusion, radioactivity,
    war, terrorist event, invasion, insurrection, civil commotion, riot, strike,
    act of government, public authority, public service or utility problems,
    power outages resulting in telephone, telecopy and computer failures, act
    of God such as fires, floods, extreme weather conditions, market conditions
    or activities causing trading halts, systems failures involving computer
or other information systems affecting a Trust, 


 


S1-10


 









 


the
    Trustee, the Custodian or sub-custodian and similar extraordinary events
    beyond the Trustee’s control.  In the event of any such delay, the time
    to complete Delivery in respect of a Redemption Order will be extended for
a period equal to that during which the inability to perform continues. 


 


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


 


h.            The
    Custodian is not a clearing bank for platinum and palladium and will be reliant
    on its clearing agent in Zurich to credit its own account at that bank in
    order to effect creations and redemptions of Shares involving Platinum or
    Palladium. In the case of redemptions involving Platinum or Palladium, it
    may take longer than three business days for Platinum or Palladium to be
    credited to such account and if so the settlement will be delayed. The Custodian
    will be reliant on its Zurich sub-custodian for Gold in order to effect creations
    and redemptions of Shares involving Gold. In the case of loco London redemptions
    involving Gold, it may take longer than three business days, but no more
    than five business days, for Gold to be credited to accounts of Authorized
    Participants redeeming Shares involving Gold loco London.


 


i.             The
    redemption of Shares may be suspended under the circumstances specified in
the applicable Prospectus.


 


[Signatures Follow on Next Page]


 


S1-11


 









 


 



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


 


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


 



By:                                          
                            

Name: 

Title: 

 

 

ETF SECURITIES USA LLC, in its
capacity as Sponsor


 


By:                                          
                            


Name:

Title: 



 



 



[First
        Amended and Restated Creation and Redemption Procedures Signature Page]



 


S1-12


 









 


 



ANNEX I TO CREATION AND REDEMPTION PROCEDURES


 


THE BANK OF NEW YORK MELLON, TRUSTEE


CREATION/REDEMPTION ORDER FORM


UNALLOCATED ORDERS ONLY 


 


 



	CONTACT
      INFORMATION FOR ORDER EXECUTION:
	
            Telephone order number:
 	
            (718) 315-7500
 
	
            Fax order number:
 	
            (732) 667-9478
 



 


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


 


I.  TO BE COMPLETED BY PARTICIPANT:  


 



	
      Name of Trust:  
 	
  ____________________________________________  
 



 



	
            Date:                                          
                      
 	
            Time:                                          
                                          
        
 
	
            Broker Name:                                          
        
 	
            Authorized Participant Firm Name:                                          
  
 
	
            DTC Participant Number:
 	
            Fax
                Number:                                          
  
 
	
            Telephone Number:                                          
            
 	
            Symbol: ____________________________________________
 
	 	 
	Type
      of order (Check Creation or Redemption please) 	 
	 	 
	Creation:                                          
                	Redemption:                                          
                                      
	 	 
	#
            of Baskets:                                           
        	Number
      of Baskets written out:                                           
        
	 	 
	Order
      #                                           
        	 
	 	 
	 Please
      indicate Bullion clearing agent: 
      	 
		





 







	
            For Silver only
 	
        For Gold, Palladium and Platinum




 



	
      HSBC
 	
      o
 	
        JP Morgan
 	
      o
 	
        Other (please specify clearing agent): ____________________
 



 


 


Account number for Bullion delivery:  ________________________________________


 


This Purchase or Redemption Order is subject to the terms and conditions of the Trust Agreement of the Shares of the Trust as currently in effect and the Authorized Participant Agreement between the Authorized Participant, the Trustee and the Sponsor named therein.  All representations and warranties of the Authorized Participant set forth in such Trust Agreement (including, if this is a Purchase Order, the representations in Section 3.2 of the Trust Agreement).and in the Authorized Participant Agreement are incorporated herein by reference and are true and accurate as of the date hereof.


 


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


 


 



	
                                          
 
	__________________         

       
	________________________________________

       
	________________________________________

       

	
             
 	
            Authorized
            Representative’s Signature
 	
            Date  
 



 


 


 


S1-13


 









 


 



  II.  TO BE COMPLETED BY TRUSTEE: 


 


This certifies that the above order has been: 


 


                                          
  Accepted by the Trustee 


 


                                          
  Declined-Reason:                                          
                                          
                                


 


 



	
            Final # of Ounces:                                            
 	
            Final # of Shares:                                        
 



 


 


Final Cash Due to BNYM                                           
  


 


 



	
                                          
 
	                                      	                                      	                                                                            
	
            Date
 	
            Time
 	
            Authorized Signature of Trustee
 



 


 


S1-14


 









 


 



  ANNEX II TO CREATION AND REDEMPTION PROCEDURES


 


ORDER ENTRY SYSTEM TERMS AND CONDITIONS


 


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


 


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


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


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


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


 


S1-15


 









 


 


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


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


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


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


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


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


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


 


S1-16


 









 


 



SCHEDULE 2- STANDARD TERMS


 


 









 


 



TABLE OF CONTENTS - SCHEDULE 2


 


 



	 	 	 	Page
	
            ARTICLE I ORDERS FOR PURCHASE AND REDEMPTION
 
	
       
 	
      Section 1.01.
 	
      Authorization
      to Purchase and Redeem Baskets
 	
  1
 
	
       
 	
      Section 1.02.
 	
      Procedures
      for Orders
 	
  1
 
	
       
 	
      Section 1.03.
 	
      Consent
      to Recording
 	
  1
 
	
       
 	
      Section 1.04.
 	
      Irrevocability
 	
  1
 
	
       
 	
      Section 1.05.
 	
      Costs
      and Expenses
 	
  2
 
	
       
 	
      Section 1.06.
 	
      Delivery
      of Property to the Trust
 	
  2
 
	
       
 	
      Section 1.07.
 	
      Title
      to Deposit Property and Shares Surrendered for Redemption
 	
  2
 
	
       
 	
      Section 1.08.
 	
      Certain
      Payments or Distributions
 	
  3
 
	
       
 	
      Section 1.09.
 	
      Ambiguous
      Instructions
 	
  3
 
	 	 	 	 
	ARTICLE
      II AUTHORIZED REPRESENTATIVES	4
	 	Section
      2.01.	Certification	4
	 	Section
      2.02.	PIN
      Numbers	4
	 	Section
      2.03.	Termination
      of Authority	5
	 	Section
      2.04.	Verification	 
	 	 	 	 
	ARTICLE
      III STATUS OF THE AUTHORIZED PARTICIPANT	 
	 	Section
      3.01.	Clearing
      Status	5
	 	Section
      3.02.	Broker-Dealer
      Status	5
	 	Section
      3.03.	Foreign
      Status	5
	 	Section
      3.04.	Compliance
      with Certain Laws	6
	 	Section
      3.05.	Authorized
      Participant Status	6
	 	 	 	 
	ARTICLE
      IV ROLE OF AUTHORIZED PARTICIPANT	6
	 	Section
      4.01.	No
      Agency	6
	 	Section
      4.02.	Rights
      and Obligations of DTC Participant	6
	 	Section
      4.03.	Beneficial
      Owner Communications	7
	 	Section
      4.04.	Authorized
      Participant Customer Information	 
	 	 
	ARTICLE
      V MARKETING MATERIALS AND REPRESENTATIONS AND WARRANTIES	 
	 	Section
      5.01.	Authorized
      Participant’s Representation	7
	 	Section
      5.02.	Prospectus	7
	 	 	 	 
	ARTICLE
      VI INDEMNIFICATION; LIMITATION OF LIABILITY	8
	 	Section
      6.01.	Indemnification	 
	 	 	 	 
	ARTICLE
      VII MISCELLANEOUS	 
	 	Section
      7.01.	Commencement
      of Trading	10



 



 



 



 



i


 









 


 



                                  STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS (the “Standard Terms”)
      agreed to as of June o 2009 by and between The Bank of New York Mellon,
      a New York banking corporation (the “Trustee”), and ETF
Securities USA LLC, a Delaware limited liability company (the “Sponsor”). 


 


ARTICLE I


 


ORDERS FOR PURCHASE AND REDEMPTION


 


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


 


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


 


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


 


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


 


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


 


S2-1


 









 


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


 


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


 


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


 


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


 


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


 


S2-2


 









 


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


 


Section 1.08. Certain Payments or Distributions. 


 


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


 


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


 


Section 1.09. Ambiguous Instructions.  In the event that a Purchase Order or Redemption Order contains terms that differ from the information provided in the related telephone call or email transmission, the Trustee will attempt to contact the Authorized Participant to request confirmation of the terms of the order at the telephone number indicated in the Purchase Order or Redemption Order.  If an Authorized Person confirms the terms as they appear in the Purchase Order or Redemption Order, then the order will be accepted and processed.  If an Authorized Person contradicts the terms of the Purchase Order or Redemption Order, the order will be deemed invalid, and a corrected Purchase Order or Redemption Order must be received by the Trustee not later than the earlier of (i) within fifteen


 (15) minutes of
such contact with the Authorized Person or (ii) thirty (30) minutes after the Order Cutoff Time.  For the avoidance of doubt, notwithstanding the invalidation of the initial Purchase Order or Redemption Order pursuant to this paragraph, a Purchase Order or Redemption Order that is otherwise in proper 


 


S2-3


 









 


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


 


ARTICLE II


 


AUTHORIZED REPRESENTATIVES


 


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


 


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


 


S2-4


 









 


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


 


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


 


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


 


ARTICLE III


 


STATUS OF THE AUTHORIZED PARTICIPANT


 


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


 


Section 3.02. Broker-Dealer Status.
      The Authorized Participant represents and warrants that, if required under
      U.S. law, it is (i) registered as a broker-dealer under the Securities
      Exchange Act of 1934, as amended, (ii) qualified to act as a broker or
      dealer in the states or other jurisdictions where it transacts business
      to the extent so required by applicable law, and (iii) a member in good
      standing with FINRA. The Authorized Participant agrees that it will maintain
      such registrations, qualifications, and membership in good standing and
      in full force and effect throughout the term of the Authorized Participant
      Agreement. The Authorized Participant further agrees to comply with all
      applicable U.S. federal laws, the laws of the states or other jurisdictions
      concerned, and the rules and regulations promulgated thereunder, to the
      extent such laws and regulations are applicable to the Authorized Participant’s
      transactions in Shares, and with the FINRA By-Laws and Conduct Rules of
      the NASD (or with comparable FINRA Conduct Rules, if such NASD Conduct
      Rules are subsequently repealed, rescinded, or are otherwise replaced by
FINRA Conduct Rules) to the extent the foregoing relates to the 


 


S2-5


 









 


Authorized
    Participant’s activities with respect to, Shares, and that it will not
    offer or sell Shares in any state or jurisdiction where they may not lawfully
be offered and/or sold. 


 


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


 


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


 


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


 


ARTICLE IV


 


ROLE OF AUTHORIZED PARTICIPANT


 


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


 


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


 


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


 


S2-6


 









 


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


 


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


 


ARTICLE V


 


MARKETING MATERIALS AND REPRESENTATIONS AND WARRANTIES


 


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


 


 


S2-7


 









 


 


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


 


ARTICLE VI


 


INDEMNIFICATION; LIMITATION OF LIABILITY


 


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


 


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


 


S2-8


 









 


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


 


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


 


S2-9


 









 


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


 


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


 


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


 


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


 


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


 


ARTICLE VII


 


MISCELLANEOUS


 


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


 


[Signatures Follow on Next Page]


 


S2-10


 









 


 



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


 


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


 


 


By:                                                   
                            


Name: 


Title: 


 


 


ETF SECURITIES USA LLC, in its capacity as Sponsor 


 


 


By:                                                   
                            


Name: 


Title:  


 


S2-11


 









 


 



SCHEDULE 3-A : AUTHORIZED REPRESENTATIVES OF THE AUTHORIZED PARTICIPANT


 


Certificate of Authorized Representatives of the Authorized Participant


 


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


 


 



	
    Name:
 	
    __________________
 	 	
    Name:
 	
  __________________
 
	
      Title:
 	
      __________________
 	 	
      Title:
 	
  __________________
 
	
      Signature:
 	
      __________________
 	 	
      Signature:
 	
  __________________
 
	
      Phone:
 	
      __________________
 	 	
      Phone:
 	
  __________________
 
	
      Email:  
 	
      __________________
 	 	
      Email:
 	
  __________________
 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Name:
	__________________
	 	Name:
	__________________

	Title:
	__________________
	 	Title:
	__________________

	Signature:
	__________________
	 	Signature:
	__________________

	Phone:
	__________________
	 	Phone:
	__________________

	Email: 
	__________________
	 	Email:
	__________________

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Name:
	__________________
	 	Name:
	__________________

	Title:
	__________________
	 	Title:
	__________________

	Signature:
	__________________
	 	Signature:
	__________________

	Phone:
	__________________
	 	Phone:
	__________________

	Email: 
	__________________
	 	Email:
	__________________



 


 


 




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


 


By:                                          
                                          
                


Name:


Title:



Date:
 


 


S3-1


 









 


 



  SCHEDULE 3-B : ADDENDUM TO CERTIFICATE OF AUTHORIZED REPRESENTATIVES OF THE ETFS SILVER TRUST


 


[On
AP’s Firm Letterhead]


[DATE]


Attn: Jarvis Joseph  


The Bank of New York Mellon 


2
Hanson Place — Floor 9th 


Brooklyn, NY 11217


New York


 



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




 


Ladies and Gentlemen:


 


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


 


 



	Name:
	__________________
	 	Name:
	__________________

	Title:
	__________________
	 	Title:
	__________________

	Signature:
	__________________
	 	Signature:
	__________________

	Phone:
	__________________
	 	Phone:
	__________________

	Email: 
	__________________
	 	Email:
	__________________

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Name:
	__________________
	 	Name:
	__________________

	Title:
	__________________
	 	Title:
	__________________

	Signature:
	__________________
	 	Signature:
	__________________

	Phone:
	__________________
	 	Phone:
	__________________

	Email: 
	__________________
	 	Email:
	__________________



 




 


 


Please provide PIN numbers for those listed above.


 


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


 


By:                                          
                                          
                


Name:


Title:

Date: 



 


 


S3-2