Exhibit 10.2 


	
 


	
EXECUTION COPY


	
 


	
JPMORGAN CHASE BANK, N.A.


	
 


	
and


	
 


	
THE BANK OF NEW YORK MELLON


	
solely in its capacity as trustee of the ETFS Gold Trust


	
and not individually


	
 


	



	
 


	
UNALLOCATED ACCOUNT AGREEMENT


	
 


	














	
 

	
 


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


	
 


	
BETWEEN 


	
 


	
(1)

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


	
 

	
 


	
(2)

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


	
 

	
 


	
INTRODUCTION
 


	
 


	
(1)

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


	
 

	
 


	
(2)

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


	
 

	
 


	
(3)

	
The Custodian has agreed
 to transfer Bullion deposited into the Unallocated Account to the Allocated
 Account and where applicable, other accounts, pursuant to the terms of this
 Agreement. 


	
 

	
 


	
(4)

	
In order to effect
 redemptions of Shares, Bullion must be transferred from the Allocated Account
 to the Unallocated Account by way of de-allocation, and must then be
 delivered to the Shareholder Account. 


	
 

	
 


	
(5)

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


	
 

	
 


	
IT IS
 AGREED AS FOLLOWS 


	
 


	
1.

	
INTERPRETATION
 


	
 

	
 


	
1.1

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


	
 

	
 


	
 

	
“Affiliate” means an entity that directly or indirectly through one or
 more 





1







	
 

	
 


	
 

	
intermediaries, controls,
 or is controlled by, or is under common control with the Custodian;


	
 

	
 


	
 

	
“Allocated Account” means the allocated Bullion account, number 01239 established in the
 name of the Trustee with the Custodian pursuant to the Allocated Account
 Agreement; 


	
 

	
 


	
 

	
“Allocated Account Agreement” means the Allocated Account Agreement dated September 1, 2009 between
 the Trustee and the Custodian pursuant to which the Allocated Account is
 established and operated; 


	
 

	
 


	
 

	
“AP Account” means
 a loco London or Zurich account maintained on an unallocated basis by the
 Custodian or a Bullion clearing bank for the Authorized Participant, as
 specified in the applicable Transfer Notice;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
“Application Date” means the New York Business Day on which a valid Application Form is
 received (or deemed to be received) by the Trustee in accordance with the
 relevant Authorized Participant Agreement; 


	
 

	
 


	
 

	
“Application Form” means a Purchase Order as defined in the
 Authorized Participant Agreement; 


	
 

	
 


	
 

	
“Authorized Participant” means a person which has entered into an Authorized Participant
 Agreement with the Sponsor and the Trustee in relation to Shares and which:
 (a) is a person who (i) is a registered broker-dealer or other securities
 market participant such as a bank or other financial institution which is not
 required to register as a broker-dealer to engage in securities transactions
 and (ii) is a participant in DTC; (b) is approved by the Sponsor (in its
 absolute discretion); and (c) has established an AP Account; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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debited from the Allocated
 Account; 


	
 

	
 


	
 

	
“Benchmark Price” means, as of any day, that publicly available per ounce price of
 Bullion used by the Trust on such day to value the Trust’s Bullion, which is
 expected to be the London PM Fix but is subject to change by the Sponsor in
 accordance with the Trust Agreement; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
“Loco London” means
 in respect of an account holding Bullion, the custody, trading or clearing of
 such Bullion in London, United Kingdom; 


	
 

	
 


	
 

	
“Loco Zurich” means
 in respect of an account holding Bullion, the custody, trading or clearing of
 such Bullion in Zurich, Switzerland; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
“Management Fee” means the amount of Bullion which may be
 debited from the Metal Accounts at the end of each month and paid to the
 Sponsor Account in accordance with the terms of the Prospectus; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
“Metal Entitlement” means as at any date and in relation to any Share the amount(s) of
 Bullion to which the Shareholder is entitled on Redemption of that Share on
 that date in accordance with the Conditions;


	
 

	
 


	
 

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



	
 

	
 


	
 

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





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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
“Relevant Association” means the London Bullion Market Association or its successors; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
“Shareholder Account” means a loco London or Zurich account
 maintained on an unallocated basis by the Custodian or a Bullion clearing
 bank, as applicable, for an Authorized Participant or a Shareholder, as
 specified in the applicable Redemption Notice; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
“Sponsor Account” means a loco London or Zurich account maintained on an unallocated
 basis by the Custodian or a Bullion clearing bank, as applicable, for the
 Sponsor; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
“Trust” means the ETFS Gold Trust formed pursuant
 to the Trust Agreement; 


	
 

	
 


	
 

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





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York Mellon, as Trustee; 


	
 

	
 


	
 

	
“Unallocated Account” means the loco London unallocated Bullion account, number 01243, or
 the loco Zurich unallocated Bullion account number 01238, each established in
 the name of the Trustee, with the Custodian pursuant to this Agreement on an
 Unallocated Basis; 


	
 

	
 


	
 

	
“Unallocated Basis” means, with respect to an Unallocated Account maintained with us,
 that the person in whose name the account is held is entitled to delivery in
 accordance with the Rules of an amount of Bullion equal to the amount of
 Bullion standing to the credit of the person’s account but is an unsecured
 creditor in any Bullion that the Custodian owns or holds. 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
1.2

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


	
 

	
 


	
1.3

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


	
 

	
 


	
2.

	
UNALLOCATED
 ACCOUNT 


	
 

	
 


	
2.1

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


	
 

	
 


	
2.2

	
Denomination of Unallocated Account: The Unallocated Account will hold deposits
 of Bullion and will be denominated in fine troy ounces. 


	
 

	
 


	
2.3

	
Unallocated Account Reports: For each London/Zurich Business Day, by no
 later than the following London/Zurich Business Day, the Custodian will 





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provide the Trustee access
 to information showing the increases and decreases to the Bullion standing to
 the Trustee’s credit in the Unallocated Account, and identifying separately
 each transaction and the New York or London Business Day on which it
 occurred. On each London/Zurich Business Day on which Bullion is deposited or
 that is a Withdrawal Date, the Custodian will send the Trustee a notification
 of (i) each separate transaction transferring Bullion to the Unallocated
 Account, including the amount of Bullion transferred to the Unallocated
 Account and the AP Account or Shareholder Account from which such Bullion is
 transferred, (ii) the amount of Bullion transferred from the Unallocated
 Account to the Allocated Account or to any AP Account or Shareholder Account
 and (iii) the amount of any remaining Bullion in the Unallocated Account, and
 the Custodian will use commercially reasonable efforts to send the
 notification by 9:00 a.m. (New York time). In addition, the Custodian will
 provide the Trustee such information about the increases and decreases to the
 Bullion standing to the Trustee’s credit in the Unallocated Account on a
 same-day basis at such other times and in such other form as the Trustee and
 the Custodian shall agree. For each calendar month, the Custodian will provide
 the Trustee within a reasonable time after the end of the month a statement
 of account for the Unallocated Account. Such reports will be made available
 to the Trustee by means of the Custodian’s proprietary electronic Bullion
 Transfer System website (“eBTS”).
 In the event eBTS is unavailable for any reason, the Trustee and the
 Custodian will agree upon a temporary notification system for making such
 reports available to the Trustee. 


	
 

	
 


	
2.4

	
Reversal of Entries: The Custodian shall reverse any provisional
 or erroneous entries to the Unallocated Account which it discovers or of
 which it is notified with effect back-valued to the date upon which the final
 or correct entry (or no entry) should have been made (including, without
 limitation, where the Custodian has credited a deposit made pursuant to
 clause 3.1(b) and on receipt by the Custodian of the Bullion if it is
 determined that the Bullion does not comply with the Rules or that it is not
 the required weight). 


	
 

	
 


	
2.5

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


	
 

	
 


	
2.6

	
Access: The
 Custodian will allow the Sponsor and the Trustee and their Bullion auditors
 (currently Inspectorate International Limited) access to its premises during
 normal business hours, to examine the Bullion and such records, as they may
 reasonably require to perform their respective duties with regard to
 investors in Shares. The Trustee agrees that any such access shall be subject
 to execution of a confidentiality agreement and agreement to the Custodian’s
 security procedures, and such audit shall be at the Trust’s expense and shall
 be limited to no more than twice a calendar year, provided however that any
 second visit within the same calendar year shall be subject to the consent of
 the Custodian, such consent not to be unreasonably withheld. 





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3.

	
DEPOSITS 


	
 

	
 


	
3.1

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


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

	
de-allocation of Bullion
 held in the Allocated Account for payment of the Management Fee; or 


	
 

	
 

	
 


	
 

	
(c)

	
transfer of Bullion from
 an AP Account relating to the same kind of Bullion and having the same
 denomination as that to which the Unallocated Account relates on Application
 by an Authorized Participant for Shares. 


	
 

	
 

	
 


	
 

	
No other methods of
 deposit are permitted. 


	
 

	
 


	
3.2

	
Loco Designation for Deposits: The Custodian shall receive deposits of
 Bullion pursuant to clause 3.1 as follows: 


	
 

	
 


	
 

	
(a)

	
if pursuant to clause
 3.1(a) and (b) above, then into the Unallocated Account loco Zurich; or 


	
 

	
 

	
 


	
 

	
(b)

	
if pursuant to clause
 3.1(c) above, then into the Unallocated Account loco London or loco Zurich,
 provided that the loco designation shall be the same as for the AP Account
 from which the transfer is made. 


	
 

	
 

	
 


	
3.3

	
Notice Requirements: Notice of intended deposit must be received
 by the Custodian from the Trustee no later than 3:00 p.m. (London time) one
 London/Zurich Business Day prior to the Availability Date and specify the
 weight (in fine troy ounces of gold) to be credited to the Unallocated
 Account, the Availability Date, the account from which such deposit will be
 transferred, and any other information which the Custodian may, with the
 agreement of the Trustee, from time to time require. When, by reference to
 the Trustee’s notifications and instructions to the Custodian, the Custodian
 reasonably believes an amount of Bullion has been credited to the Unallocated
 Account in error, the Custodian will notify the Trustee promptly and, pending
 a joint resolution of the error, will treat such amount as not being subject
 to the standing instruction in clause 5.2 below. 


	
 

	
 


	
3.4

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





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Trustee’s
 needs to communicate any such change to Authorized Participants and others.


	
 

	
 


	
4.

	
WITHDRAWALS


	
 

	
 


	
4.1

	
Procedure: The
 Trustee may at any time give instructions to the Custodian for the withdrawal
 of Bullion standing to the credit of the Unallocated Account in such form as
 may be agreed by the parties from time to time, provided that a withdrawal may be made only by:


	
 

	
 

	
 


	
 

	
(a)

	
transfer to
 a Shareholder Account relating to the same kind of Bullion and having the
 same denomination as that to which the Unallocated Account relates when
 Shares are redeemed; or


	
 

	
 

	
 


	
 

	
(b)

	
transfer to
 the Sponsor Account for payment of the Management Fee; or


	
 

	
 

	
 


	
 

	
(c)

	
transfer of
 Bullion to the Allocated Account; or


	
 

	
 

	
 


	
 

	
(d)

	
the
 collection of Bullion from the Custodian at its vault premises, or such other
 location as the Custodian may direct by notice to the party taking delivery
 received not later than one London/Zurich Business Day prior to the
 Availability Date, at the Trust’s expense and risk; or


	
 

	
 

	
 


	
 

	
(e)

	
delivery of
 Bullion to such location as the Trustee directs, at the Trust’s expense and
 risk; or


	
 

	
 

	
 


	
 

	
(f)

	
transfer to
 an account maintained by the Custodian or by a third party on an unallocated
 basis in connection with the sale of Bullion or other transfers permitted
 under the Trust Agreement.


	
 

	
 

	
 


	
 

	
The Trustee
 agrees to exercise its rights under clauses 4.1(d) and (e) on an exceptional
 basis only. Any Bullion made available to the relevant person (as instructed
 by the Trustee) pursuant to clauses 4.1(d) and (e) will be in a form which
 complies with the Rules or in such other form as may be agreed between the
 Trustee and the Custodian the combined fine weight of which will not exceed
 the number of fine ounces of Bullion the Trustee has instructed the Custodian
 to debit. The Custodian is entitled to select the Bullion to be made
 available to the relevant person (as instructed by the Trustee) provided it
 is in the same form as that deposited. To the extent that the Trustee is
 authorized to sell Bullion under the Trust Agreement, the Custodian may, but
 is not required to, purchase such Bullion; provided that the Custodian’s
 purchase price for such Bullion must be the Benchmark Price.


	
 

	
 

	
 


	
4.2

	
Loco Designations for Withdrawals: The
 Custodian shall transfer Bullion from the Unallocated Account loco Zurich for
 all withdrawals under clause 4.1.


	
 

	
 

	
 


	
4.3

	
Loco Swaps: In
 the event that the Custodian receives a loco London deposit pursuant to
 clause 3.1(c) above, the Custodian shall effectuate withdrawals pursuant to
 4.1(c) by transferring Bullion from the Unallocated Account loco





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London to
 the Unallocated Account loco Zurich and then to the Allocated Account. The
 Custodian shall bear all costs, including all insurance costs, relating to
 such transfer.


	
 

	
 

	
 


	
4.4

	
Notice Requirements: Any
 notice relating to a withdrawal of Bullion must be in writing and:


	
 

	
 

	
 


	
 

	
(a) 

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c) 

	
if it
 relates to a withdrawal pursuant to clause 4.1(d) or (e), be received by the
 Custodian no later than 11:30 a.m. (London time) not less than two
 London/Zurich Business Days prior to the Withdrawal Date unless otherwise
 agreed and specify the name of the person or carrier that will collect the
 Bullion from the Custodian or the identity of the person to whom delivery is
 to be made, as the case may be;


	
 

	
 

	
 


	
 

	
and in all
 cases, specify the weight (in fine troy ounces of gold) of the Bullion to be
 debited from the Unallocated Account, the Withdrawal Date and any other
 information which the Custodian may, with the agreement of the Trustee, from
 time to time require.


	
 

	
 

	
 


	
4.5

	
Right to Amend Procedure:
 The Custodian may amend the procedure for the withdrawal of Bullion from the
 Unallocated Account only where such amendment is caused by a change in the
 Rules or procedures of the Relevant Association. Any such amendment will be
 subject to the conditions of the preceding clause 3.4 and will be promptly
 notified to the Sponsor and the Trustee, such notice to be given in advance
 of implementation whenever practicable.


	
 

	
 

	
 


	
4.6

	
Delivery Obligations:
 Unless otherwise instructed by the Trustee on behalf of the Trust or the
 relevant person, the Custodian shall make any transportation and insurance
 arrangements in respect of delivery of Bullion in accordance with its usual
 practice. Where instructions are given, the Custodian shall use all
 reasonable efforts to comply with the same. The Custodian shall not be
 obliged to effect any requested delivery if, in its reasonable opinion, this
 would cause the Custodian or its agents to be in breach of the Rules or other
 applicable law, court order or regulation; the costs incurred would be
 excessive or delivery is impracticable for any reason. With the exception of
 any delivery pursuant to clause 4.3, all insurance and transportation costs
 shall be for the account of the Trust.





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4.7

	
Risk: With the
 exception of any transfer pursuant to clause 4.3, where there is a shipment
 from the Custodian of Bullion, all right, title and risk in and to such Bullion
 shall pass at the Point of Delivery to the relevant person for whose account
 the Bullion is being delivered.


	
 

	
 


	
4.8

	
Allocation:
 Subject to clause 5.2 below, in the case of a transfer under clause 4.1(c),
 the Custodian will use its commercially reasonable endeavours to complete the
 allocation of such deposits of Bullion by not later than 2:00 p.m. (London
 time) on the London/Zurich Business Day after receipt of notice given in the
 form prescribed in clause 4.4(b). Following the Custodian’s receipt of such
 notice, the Custodian shall identify bars or ingots of a weight most closely
 approximating, but not exceeding, the balance in the Unallocated Account and
 shall transfer such weight from the Unallocated Account to the Allocated
 Account. The Trustee acknowledges that the process of allocation of Bullion
 to the Allocated Account from the Unallocated Account may involve minimal
 adjustments to the weights of Bullion to be allocated to adjust such weight
 to the number of whole bars available.


	
 

	
 


	
5.

	
INSTRUCTIONS


	
 

	
 


	
5.1

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


	
 

	
 


	
5.2

	
Continuous Allocation of Bullion:
 Without prejudice to clause 5.1 above, unless otherwise notified by the
 Trustee in writing, the Trustee hereby instructs the Custodian that, whenever
 Bullion is to be transferred from an AP Account to the Metal Accounts, it
 will combine such Bullion with any Bullion then standing to the credit of the
 Unallocated Account (excluding Bullion which has been de-allocated in order
 to effect delivery of Bullion to a redeeming Authorized Participant or
 Shareholder or pursuant to other withdrawal occurring on such day) and to the
 fullest extent possible, transfer such Bullion to the Allocated Account such
 that the amount of Bullion that remains standing to the credit of the Trustee
 in the Unallocated Account does not exceed 430.000 fine ounces at the close
 of each London/Zurich Business Day.


	
 

	
 


	
5.3

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





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5.4

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


	
 

	
 


	
5.5

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


	
 

	
 


	
5.6

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


	
 

	
 


	
6.

	
CONFIDENTIALITY


	
 

	
 


	
6.1

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


	
 

	
 


	
6.2

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


	
 

	
 


	
7.

	
CUSTODY SERVICES


	
 

	
 


	
7.1

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


	
 

	
 


	
7.2

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


	
 

	
 


	
7.3

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





11







	
 

	
 

	
 

	
 


	
8.

	
REPRESENTATIONS


	
 

	
 


	
8.1

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the persons
 entering into this Agreement on the Trustee’s behalf have been duly
 authorized to do so; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

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


	
 

	
 

	
 

	
 


	
8.2

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


	
 

	
 

	
 


	
 

	
 

	
(1)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
the persons
 entering into this Agreement on behalf of the Custodian have been duly
 Authorized to do so; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

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


	
 

	
 

	
 

	
 


	
9.

	
FEES AND EXPENSES


	
 

	
 

	
 


	
9.1

	
Fees: There
 will be no fees charged by the Custodian for the services provided by it
 under this Agreement. Payment of such fees will be made by the Sponsor under
 the Allocated Account Agreement.


	
 

	
 

	
 


	
9.2

	
Expenses: The
 Trustee has procured the Sponsor’s written agreement, to which the Custodian
 has agreed, to pay to the Custodian on demand all costs, charges and expenses
 (excluding (i) any relevant taxes and VAT, duties and other governmental
 charges, (ii) fees for storage and insurance of the Bullion,


	
 

	
 

	
 





12







	
 

	
 


	
 

	
which will
 be recovered under the Allocated Account Agreement, and (iii) indemnification
 obligations of the Trustee under clause 11.5, which will be paid under the
 following sentence) incurred by the Custodian in connection with the
 performance of its duties and obligations under this Agreement or otherwise
 in connection with the Bullion. The Trustee will procure payment on demand,
 solely from and to the extent of the assets of the Trust, any other costs, charges
 and expenses not paid by the Sponsor under its agreement with the Custodian
 procured under this clause 9.2 (including any relevant taxes and VAT, duties,
 other governmental charges and indemnification claims of the Custodian
 payable by the Trustee pursuant to clause 11.5, but excluding fees for
 storage and insurance of the Bullion, which will be recovered under the
 Allocated Account Agreement) incurred by the Custodian in connection with the
 Bullion.


	
 

	
 


	
9.3

	
Default Interest: If
 the Trustee or the Sponsor fails to procure payment to the Custodian any
 amount when it is due, the Custodian reserves the right to charge interest
 (both before and after any judgment) on any such unpaid amount calculated at
 a rate equal to 1% above the overnight London Interbank Offered Rate (LIBOR)
 for the currency in which the amount is due. Interest will accrue on a daily
 basis and will be due and payable as a separate debt.


	
 

	
 


	
9.4

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


	
 

	
 


	
9.5

	
Recovery from Trust:
 Amounts payable pursuant to this clause 9 shall not be debited from the
 Unallocated Account, but shall be payable on behalf of the Trust, and the
 Custodian hereby acknowledges that it will have no recourse against Bullion
 standing to the credit of the Unallocated Account or to the Trustee in
 respect of any such amounts.


	
 

	
 


	
10.

	
VALUE ADDED TAX


	
 

	
 


	
10.1

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


	
 

	
 


	
10.2

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


	
 

	
 


	
11.

	
SCOPE OF RESPONSIBILITY


	
 

	
 


	
11.1

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





13








	
 

	
 


	
 

	
any
 discovery of such lost or damaged Bullion. If the Custodian delivers from the
 Unallocated Account Bullion that is not of the fine weight the Custodian has
 represented to the Trustee, recovery by the Trustee, to the extent such
 recovery is otherwise allowed, shall not be barred by any delay in asserting
 a claim because of the failure to discover such loss or damage regardless of
 whether such loss or damage could or should have been discovered.


	
  

	
 


	
11.2

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


	
  

	
 


	
11.3

	
Insurance: The
 Custodian (or one of its Affiliates) shall make such insurance arrangements
 from time to time in connection with the Custodian’s custodial obligations
 under this Agreement as the Custodian considers appropriate and will be
 responsible for all costs, fees and expenses (including any relevant taxes)
 in relation to such insurance policy or policies. Upon reasonable prior
 written notice, in connection with the preparation of the initial
 registration statement under the United States Securities Act of 1933, as
 amended, covering any Shares, the Custodian will allow its insurance to be
 reviewed by the Trustee and by the Sponsor. The Custodian also will allow the
 Trustee and the Sponsor to review such insurance in connection with any
 amendment to that initial registration statement and from time to time, in
 each case upon reasonable prior written notice from the Trustee. Any
 permission to review the Custodian’s insurance is limited to the term of this
 agreement and is conditioned on the reviewing party executing a form of
 confidentiality agreement provided by the Custodian, or if the confidentiality
 agreement is already in force, acknowledging that the review is subject
 thereto.


	
  

	
 


	
11.4

	
Force Majeure:
 The Custodian shall not be liable for any delay in performance, or for the
 non-performance of any of its obligations under this Agreement by reason of
 any cause beyond the Custodian’s reasonable control. This includes any act of
 God or war or terrorism or any breakdown, malfunction or failure of
 transmission, communication or computer facilities, industrial action, acts
 and regulations of any governmental or supra national bodies or authorities
 or regulatory or self-regulatory organization or failure of any such body,
 authority or organization, for any reason, to perform its obligations;
 provided, however, that the Custodian agrees to use reasonable efforts to
 assist the Trustee in finding a replacement custodian (including, but not
 limited to, agreeing to an assignment of its rights and obligations
 hereunder) should any event described in this clause 11.4 so prevent the
 Custodian from performing its obligations.


	
  

	
 


	
11.5

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





14







	
 

	
 


	
11.6

	
Third Parties:
 Except with respect to the Trust, which shall be considered a beneficiary of
 this entire Agreement, and the Sponsor, which shall be a beneficiary (as
 applicable) of clauses 2.6 and 11.3, the Custodian does not owe any duty or
 obligation or have any liability towards any person who is not a party to
 this Agreement. Except as set forth in this clause 11.6, this Agreement does
 not confer a benefit on any person who is not a party to it. The parties to
 this Agreement do not intend that any term of this Agreement shall be
 enforceable by any person who is not a party to it and do intend that the
 Contracts (Rights of Third Parties) 1999 Act shall not apply to this
 Agreement, provided that the Sponsor may enforce its rights under clauses 2.6
 and 11.3. Nothing in this paragraph is intended to limit the obligations
 hereunder of any successor Trustee of the Trust or to limit the right of any
 successor Trustee of the Trust to enforce the Custodian’s obligations
 hereunder.


	
 

	
 


	
12.

	
TERM AND TERMINATION


	
  

	
 


	
12.1

	
Method:
 Subject to clause 12.2 below, either the Trustee or the Custodian may
 terminate this Agreement for any reason including if the Custodian or Zurich
 Sub-Custodian ceases to offer the services contemplated by this Agreement to
 its clients or proposes to withdraw from the Bullion business, by giving not
 less than 90 days’ written notice to the other party. Any such notice given
 by the Trustee must specify: 








	
 

	
 

	
 


	
 

	
(1)

	
the date on
 which the termination will take effect; 


	
 

	
  

	
 


	
 

	
(2)

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


	
 

	
  

	
 


	
 

	
(3)

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








	
 

	
 


	
12.2

	
Term:
 This Agreement shall have a fixed term up to and including five years and
 will automatically renew for a further term of five years thereafter unless
 terminated by the parties in accordance with this clause 12; provided that during such periods this
 Agreement may be terminated immediately upon written notice as follows: 








	
 

	
 

	
 


	
 

	
(1)

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


	
 

	
  

	
 


	
 

	
(2)

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


	
 

	
  

	
 


	
 

	
(3)

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





15







	
 

	
 

	
 


	
 

	
(4)

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


	
 

	
 

	
 


	
 

	
(5)

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


	
 

	
 

	
 


	
 

	
(6)

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


	
 

	
 

	
 


	
 

	
(7)

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








	
 

	
 


	
12.3

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


	
  

	
 


	
12.4

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


	
  

	
 


	
12.5

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


	
 

	
 


	
13.

	
NOTICES


	
  

	
 


	
13.1

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





16







	
 

	
 


	
13.2

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


	
 

	
 


	
13.3

	
The
 addresses and numbers of the parties for the purposes of clauses 13.1 and
 13.2 are:








	
 

	
 

	
 


	
 

	
The Custodian:

	
JPMorgan Chase Bank, N.A. 


	
 

	
 

	
125 London Wall, London EC2Y 5AJ


	
 

	
 

	
Attention:
 Peter Smith – Global Commodities


	
 

	
 

	
Facsimile
 No. +44 207 777 4915


	
 

	
 

	
 


	
 

	
The Trustee:

	
The Bank of
 New York Mellon


	
 

	
 

	
2 Hanson
 Place


	
 

	
 

	
Brooklyn,
 New York 11217


	
 

	
 

	
Attention:
 Donald Guire


	
 

	
 

	
Facsimile:
 718-315-4927


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
The Sponsor:

	
ETF
 Securities USA LLC


	
 

	
 

	
c/o ETF
 Securities Representative Office 


	
 

	
 

	
6th
 Floor


	
 

	
 

	
2 London
 Wall Buildings


	
 

	
 

	
London EC2M
 5UU


	
 

	
 

	
Telephone:
 +442074404330 


	
 

	
 

	
Attention:
 US Fund Services 








	
 

	
 


	
13.4

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


	
  

	
 


	
14.

	
GENERAL 


	
  

	
 


	
14.1

	
Role of Trustee:
 The Trustee is a party to this Agreement solely in its capacity as Trustee
 for the Shareholders and accordingly (i) the Trustee shall only be 





17







	
 

	
 


	
 

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


	
 

	
 


	
14.2

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


	
  

	
 


	
14.3

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


	
  

	
 


	
14.4

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


	
 

	
 


	
14.5

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





18







	
 

	
 


	
14.6

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


	
 

	
 


	
14.7

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


	
 

	
 


	
14.8

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


	
 

	
 


	
14.9

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


	
 

	
 


	
14.10

	
Prior Agreements:
 The Custodian or any member of the JP Morgan group of companies (the “JP Morgan Group”) may trade in Shares for
 its own account as principal, may have underwritten or may underwrite an
 issue of Shares or, together with any such entities’ directors, officers or
 employees, may have a long or short position in Shares or in any related
 security or instrument. Brokerage or other fees may be earned by any member
 of the JP Morgan Group or persons associated with them in respect of any
 business transacted by them in all or any of the aforementioned securities or
 instruments. This Agreement supersedes and replaces any prior existing
 agreement between the parties hereto relating to the same subject matter. 


	
  

	
 


	
15.

	
GOVERNING LAW AND JURISDICTION 


	
  

	
 


	
15.1

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


	
  

	
 


	
15.2

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


	
 

	
 


	
15.4

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





19







	
 

	
 


	
 

	
permitted by
 the laws of such jurisdiction.


	
 

	
 


	
15.5

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


	
  

	
 


	
 

	
Custodian’s Address for service of process:
 


	
 

	
  


	
 

	
JPMorgan Chase Bank, N.A. 


	
 

	
125 London Wall, London EC2Y 5AJ


	
 

	
Attention:
 Peter Smith – Global Commodities


	
 

	
 


	
 

	
With a copy to:


	
 

	
 


	
 

	
JPMorgan
 Chase Bank, N.A.


	
 

	
125 London
 Wall, 13th Floor


	
 

	
London EC2Y
 5AJ


	
 

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


	
 

	
Attention:
 Legal Department-FX and Derivatives Group


	
 

	
 


	
 

	
Trustee’s Address for service of process:


	
 

	
 


	
 

	
The Bank of
 New York Mellon


	
 

	
One Wall
 Street


	
 

	
New York,
 New York 10286 


	
 

	
Attention:
 Legal Department





20






EXECUTED by the
parties: 


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



	
 

	
 

	
 

	
 

	
 


	
Signature 

	
/s/ Peter L. Smith

	
 


	
 

	
 

	
 

	


	
 


	
 

	
 

	
 

	
 

	
 


	
Name 

	
 

	
Peter L. Smith

	
 


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 


	
Title 

	
 

	
 

	
Executive Director

	
 


	
 

	


	
 





Signed on
behalf of and for

THE BANK
OF NEW YORK MELLON solely in its capacity as

trustee of the ETFS Gold Trust and not
individually by 


	
 

	
 

	
 

	
 

	
 


	
Signature 
 

	
/s/ Andrew Pfeifer

	
 


	
 

	
 

	
 

	


	
 


	
 

	
 

	
 

	
 

	
 


	
Name  

	
 

	
Andrew Pfeifer

	
 


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 


	
Title 

	
 

	
 

	
Vice President

	
 


	
 

	


	
 





21