Third Amended and Restated Depositary Trust Agreement



 Exhibit 4.1 

iSHARES® DELAWARE TRUST SPONSOR LLC, 
 as Sponsor

 and 

THE BANK OF NEW YORK MELLON, 
 as Trustee 
  

 
 Third Amended
and Restated Depositary Trust Agreement 
 iShares® Gold Trust 
  

 
 Dated as of
February 28, 2013 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION
	  	 	1	  
			
	 Section 1.1.
	 	 Definitions
	  	 	1	  
			
	 Section 1.2.
	 	 Rules of Construction
	  	 	5	  
		
	 ARTICLE 2 CREATION AND DECLARATION OF TRUSTS; FORM OF CERTIFICATES; DEPOSIT OF GOLD; DELIVERY, REGISTRATION OF
TRANSFER AND SURRENDER OF SHARES
	  	 	5	  
			
	 Section 2.1.
	 	 Creation and Declaration of Trust; Business of the Trust
	  	 	5	  
			
	 Section 2.2.
	 	 Form of Certificates; Book-Entry System; Transferability of Shares
	  	 	6	  
			
	 Section 2.3.
	 	 Deposit of Gold
	  	 	7	  
			
	 Section 2.4.
	 	 Delivery of Shares
	  	 	8	  
			
	 Section 2.5.
	 	 Registration and Registration of Transfer of Shares; Combination and Split-up of Certificates
	  	 	8	  
			
	 Section 2.6.
	 	 Surrender of Shares and Withdrawal of Trust Property
	  	 	9	  
			
	 Section 2.7.
	 	 Limitations on Delivery, Registration of Transfer and Surrender of Shares
	  	 	9	  
			
	 Section 2.8.
	 	 Lost Certificates, Etc.
	  	 	10	  
			
	 Section 2.9.
	 	 Cancellation and Destruction of Surrendered Certificates
	  	 	10	  
			
	 Section 2.10.
	 	 Splits and Reverse Splits of Shares
	  	 	10	  
		
	ARTICLE 3 CERTAIN OBLIGATIONS OF REGISTERED OWNERS OF SHARES	  	 	10	  
			
	 Section 3.1.
	 	 Liability of Registered Owner for Taxes and Other Governmental Charges
	  	 	10	  
			
	 Section 3.2.
	 	 Warranties on Deposit of Gold
	  	 	11	  
		
	ARTICLE 4 ADMINISTRATION OF THE TRUST	  	 	11	  
			
	 Section 4.1.
	 	 Evaluation of Gold
	  	 	11	  
			
	 Section 4.2.
	 	 Responsibility of the Trustee for Evaluations
	  	 	11	  
			
	 Section 4.3.
	 	 Trust Evaluation
	  	 	11	  
			
	 Section 4.4.
	 	 Cash Distributions
	  	 	12	  
			
	 Section 4.5.
	 	 Other Distributions
	  	 	12	  
			
	 Section 4.6.
	 	 Fixing of Record Date
	  	 	12	  
			
	 Section 4.7.
	 	 Payment of Expenses; Gold Sales
	  	 	12	  
			
	 Section 4.8.
	 	 Statements and Reports
	  	 	13	  
			
	 Section 4.9.
	 	 Further Provisions for Gold Sales
	  	 	13	  
			
	 Section 4.10.
	 	 Counsel
	  	 	13	  
			
	 Section 4.11.
	 	 Grantor Trust
	  	 	14	  
		
	ARTICLE 5 THE TRUSTEE AND THE SPONSOR	  	 	14	  
			
	 Section 5.1.
	 	 Maintenance of Office and Transfer Books by the Trustee
	  	 	14	  
			
	 Section 5.2.
	 	 Prevention or Delay in Performance by the Sponsor or the Trustee
	  	 	14	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 Section 5.3.
	 	 Obligations of the Sponsor and the Trustee
	  	 	14	  
			
	 Section 5.4.
	 	 Resignation or Removal of the Trustee; Appointment of Successor Trustee
	  	 	15	  
			
	 Section 5.5.
	 	 The Custodian
	  	 	16	  
			
	 Section 5.6.
	 	 Indemnification
	  	 	17	  
			
	 Section 5.7.
	 	 Charges of Trustee
	  	 	18	  
			
	 Section 5.8.
	 	 Charges of Sponsor
	  	 	19	  
			
	 Section 5.9.
	 	 Retention of Trust Documents
	  	 	19	  
			
	 Section 5.10.
	 	 Federal Securities Law Filings
	  	 	19	  
			
	 Section 5.11.
	 	 Prospectus Delivery
	  	 	20	  
			
	 Section 5.12.
	 	 Discretionary Actions by Trustee; Consultation
	  	 	20	  
		
	ARTICLE 6 AMENDMENT AND TERMINATION	  	 	20	  
			
	 Section 6.1.
	 	 Amendment
	  	 	20	  
			
	 Section 6.2.
	 	 Termination
	  	 	21	  
		
	ARTICLE 7 MISCELLANEOUS	  	 	22	  
			
	 Section 7.1.
	 	 Counterparts
	  	 	22	  
			
	 Section 7.2.
	 	 Third-Party Beneficiaries
	  	 	22	  
			
	 Section 7.3.
	 	 Severability
	  	 	22	  
			
	 Section 7.4.
	 	 Registered Owners, Beneficial Owners and Depositors as Parties; Binding Effect
	  	 	22	  
			
	 Section 7.5.
	 	 Notices
	  	 	22	  
			
	 Section 7.6.
	 	 Agent for Service; Submission to Jurisdiction
	  	 	23	  
			
	 Section 7.7.
	 	 Governing Law
	  	 	24	  
		
	EXHIBIT A FORM OF CERTIFICATE EVIDENCING SHARES	  			


  
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 THIS THIRD AMENDED AND RESTATED DEPOSITARY TRUST AGREEMENT dated as of
February 28, 2013, between iSHARES® DELAWARE TRUST SPONSOR LLC, a Delaware limited liability company, as
sponsor, THE BANK OF NEW YORK MELLON, a New York banking corporation formerly known as The Bank of New York, as trustee, all Registered Owners and Beneficial Owners from time to time of Shares issued hereunder and all Depositors 

W I T N E S S E T H: 
 WHEREAS “iShares® Gold Trust” (previously known as the
iShares® COMEX® Gold Trust), a trust governed by the laws of the State of New York, was created pursuant to the Depositary Trust Agreement dated as of January 19, 2005 executed
by Barclays Global Investors, N.A., a national banking association acting as the initial sponsor of the Trust (in such capacity, the “Initial Sponsor”), and the Trustee (the “Original Depositary Trust Agreement”); and 

WHEREAS the Original Depositary Trust Agreement was amended and restated as of February 6, 2007 to substitute Barclays Global
Investors International Inc. (subsequently known as Blackrock Asset Management International Inc. and in such capacity, the “Second Sponsor”) in lieu of the Initial Sponsor as the sponsor of the Trust and to consolidate into one document
the Original Depositary Trust Agreement and an amendment thereto (such amendment and restatement, the “First Amended and Restated Depositary Trust Agreement”); and 
 WHEREAS the First Amended and Restated Depositary Trust Agreement was further amended and restated as of September 2, 2010 to consolidate into one document the First Amended and Restated Depositary
Trust Agreement and amendments made as of November 30, 2009, as of February 9, 2010, and as of June 30, 2010 (such further amendment and restatement, the “Second Amended and Restated Depositary Trust Agreement” and, together
with the Original Depositary Trust Agreement and the First Amended and Restated Depositary Trust Agreement, the “Previous Depositary Trust Agreements”); and 

WHEREAS the Second Amended and Restated Depositary Trust Agreement was amended by a First Amendment to the Second
Amended and Restated Depositary Trust Agreement dated October 31, 2012 (the “First Amendment to the Second Amended and Restated Depositary Trust Agreement”) to substitute iShares® Delaware Trust Sponsor LLC (the “Successor Sponsor”) in lieu of Blackrock Asset Management International Inc. as sponsor of the Trust; and 

WHEREAS the parties hereto wish to amend and restate the Second Amended and Restated Depositary Trust Agreement as provided herein;

 NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto hereby
agree as follows: 
 ARTICLE 1 
 DEFINITIONS AND RULES OF CONSTRUCTION 
 Section 1.1.
Definitions. Except as otherwise specified in this Third Amended and Restated Depositary Trust Agreement or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Third
Amended and Restated Depositary Trust Agreement. 
 “Agreement” means this Third Amended and Restated Depositary Trust
Agreement, as amended or supplemented in accordance with its terms. 

  
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 “Authorized Participant” means a Person that, at the time of submitting a Purchase
Order or a Redemption Order (i) is a registered broker-dealer, (ii) is a DTC Participant or an Indirect Participant and (iii) has in effect a valid Authorized Participant Agreement. 

“Authorized Participant Agreement” means an agreement among the Trustee, the Sponsor and an Authorized Participant that
authorizes the Authorized Participant to submit Purchase Orders and Redemption Orders under this Agreement. 

“Basket” means 50,000 Shares, except that the Trustee, in consultation with the Sponsor, may from time to time increase or
decrease the number of Shares comprising a Basket. 
 “Basket Gold Amount” is the amount of Gold that must be
deposited for issuance of one Basket or that is deliverable upon Surrender of one Basket. The Basket Gold Amount will be determined as provided in Section 2.3(b). 
 “Beneficial Owner” means any Person owning a beneficial interest in any Shares. 
 “Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which the Exchange is not open for regular trading. 

“Certificate” means a certificate that is executed and delivered by the Trustee evidencing Shares. 

“CFTC” means the Commodity Futures Trading Commission or any successor governmental agency in the United States. 

“COMEX” means Commodity Exchange, Inc., a subsidiary of New York Mercantile Exchange, Inc. 

“COMEX Rules” means the rules of the COMEX applicable to trading, delivery specifications, and settlement of gold futures
contracts. 
 “Commission” means the Securities and Exchange Commission of the United States or any successor
governmental agency in the United States. 
 “Corporate Trust Office” means the office of the Trustee at which its
exchange traded fund administration business is administered which, at the date of this Agreement, is located at 2 Hanson Place, 9th Floor, Brooklyn, New York 11217. 
 “Custodian” means any financial institution or other entity appointed by the Trustee for the custody of the Trust’s property as provided in Section 5.5. 

“Deliver” means (a) when used with respect to Gold, (i) physically delivering that Gold to, or making that Gold
available for collection by, the Person entitled to the delivery at the specified location, (ii) obtaining evidence that ownership of that Gold has been transferred to, and the Gold is being duly held by a custodian for the account of, the
Person entitled to that delivery or (iii) obtaining an acknowledgement from a custodian of a credit of Gold on an Unallocated Basis to the account of the Person entitled to that delivery and (b) when used with respect to Shares, either
(i) one or more book-entry transfers of those Shares to an account or accounts at DTC designated by the Person entitled to such delivery for further credit as specified by that Person or (ii) in the circumstances specified in
Section 2.2(e), execution and delivery at the Corporate Trust Office of the Trustee of one or more Certificates evidencing those Shares. 

  
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 “Depositor” means any Authorized Participant that deposits Gold into the Trust,
either for its own account or on behalf of another Person that is the owner or beneficial owner of that Gold. 
 “DTC”
means The Depository Trust Company, its nominees and their respective successors. 
 “DTC Participant” means a Person
that, pursuant to DTC’s governing documents, is entitled to deposit securities with DTC in its capacity as a “participant”. 
 “Exchange” means the exchange or other securities market on which the Shares are principally traded, as specified from time to time by the Sponsor. 

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended. 

“Fine Ounce” means an Ounce of 100% pure gold. The number of Fine Ounces in a gold bar may be calculated by multiplying the
gross weight in Ounces by the fineness, expressed as a fraction of the fine metal content in parts per 1000, in accordance with the COMEX Rules or the “good delivery” rules of the London Bullion Market Association. 

“First Amended and Restated Depositary Trust Agreement” shall have the meaning set forth in the second recital hereto.

 “First Amendment to the Second Amended and Restated Depositary Trust Agreement” shall have the meaning set forth in
the fourth recital hereto. 
 “Gold” means (a) gold that (i) would be eligible for delivery in settlement of
a COMEX gold futures contract in accordance with COMEX Rules or (ii) meets the requirements of “good delivery” under the rules of the London Bullion Market Association and (b) credit to an account on an Unallocated Basis
representing the right to receive gold that meets the requirements of clause (i) or (ii) of part (a) of this definition. 
 “Indirect Participant” means a Person that, by clearing securities through, or maintaining a custodial relationship with, a DTC Participant, has access to the DTC clearing system. 

“Initial Sponsor” has the meaning specified in the first recital hereto. 

“Internal Control Over Financial Reporting” has the meaning ascribed to such term in Rules 13a-15(f) and 15d-15(f) adopted by
the Commission under the Exchange Act. 
 “Net Asset Value” means the net value of the Trust determined under
Section 4.3. 
 “Net Asset Value per Share” means the value of a Share determined under Section 4.3.

 “Order Cutoff Time” means, with respect to any Business Day, (i) 3:59:59 p.m. (New York time) on such
Business Day or (ii) another time agreed to by the Sponsor and the Trustee and of which Registered Owners and all existing Authorized Participants have been notified by the Trustee. 

“Order Date” means, with respect to a Purchase Order, the date specified in Section 2.3(a) and, with respect to a
Redemption Order, the date specified in Section 2.6(a). 
 “Original Depositary Trust Agreement” has the meaning
ascribed to the term in the first recital hereto. 

  
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 “Ounce” means a troy ounce, equal to 1.0971428 ounces avoirdupois.

 “Person” means 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. 
 “Previous Depositary Trust Agreements” shall have the meaning set forth in the third recital hereto. 
 “Purchase Order” is defined in Section 2.3. 
 “Qualified
Bank” means a bank, trust company, corporation or national banking association organized and doing business under the laws of the United States or any State of the United States that is authorized under those laws to exercise corporate trust
powers and that (i) is a DTC Participant or a participant in such other securities depository as is then acting with respect to the Shares, (ii) unless counsel to the Sponsor, the appointment of which is acceptable to the Trustee,
determines that the following requirement is not necessary for the exception under Section 408(m) of the Internal Revenue Code of 1986, as amended (the “Code”), to apply, is a banking institution as defined in Section 408(n) of
the Code and (iii) had, as of the date of its most recent annual financial statements, an aggregate capital, surplus and undivided profits of at least $150,000,000. 
 “Redemption Order” is defined in Section 2.6. 
 “Registered
Owner” means the Person in whose name Shares are registered on the books of the Trustee maintained for that purpose. 

“Registrar” means any bank or trust company that is appointed to register Shares and transfers of Shares as herein provided.

 “Second Sponsor” has the meaning specified in the second recital hereto. 

“Shares” means shares issued under the Previous Depositary Trust Agreements or this Agreement, each representing a fractional
undivided ownership interest in the net assets of the Trust, which interest shall equal a fraction, the numerator of which is 1 and the denominator of which is the total number of Shares outstanding. 

“Sponsor” means, from the date of the Original Depositary Trust Agreement to the effective date of the First Amended and
Restated Depositary Trust Agreement, the Initial Sponsor; from the effective date of the First Amended and Restated Depositary Trust Agreement to the effective date of the First Amendment to the Second Amended and Restated Depositary Trust
Agreement, the Second Sponsor; and from the effective date of the First Amendment to the Second Amended and Restated Depositary Trust Agreement, the Successor Sponsor, or its successor. 

“Successor Sponsor” has the meaning specified in the fourth recital hereto. 

“Surrender” means, when used with respect to Shares, (a) one or more book-entry transfers of Shares to the DTC account of
the Trustee or (b) surrender to the Trustee at its Corporate Trust Office of one or more Certificates evidencing Shares. 

  
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 “Trust” means the iShares® Gold Trust, the trust entity governed by this Agreement and known, prior to the date of the Second Amended and
Restated Depositary Trust Agreement, as the iShares® COMEX® Gold Trust. 
 “Trustee” means The
Bank of New York Mellon, a New York banking corporation formerly known as The Bank of New York, in its capacity as trustee under the Previous Depositary Trust Agreements and this Agreement, or any successor as trustee under this Agreement.

 “Trust Property” means the Gold deposited under the Previous Depositary Trust Agreements or under this Agreement
and any cash or other property that is received by the Trustee in respect of Trust Property and that is being held under this Agreement. 
 “Unallocated Basis” means that the Person in whose name Gold is so held is entitled to receive delivery of Gold standing to the credit of that Person’s account, but that Person has no
ownership interest in any particular Gold that the custodian maintaining that account owns or holds. 
 “Valuation Relevant
Price” means, as of any day, (i) such day’s COMEX settlement price for the spot month gold futures contract, or (ii) with effect from and after October 4, 2010, such other price regularly announced by a domestic or foreign
entity (including an exchange, trade or industry association, or similar organization), as the Sponsor shall have from time to time determined that fairly represents the commercial value of Gold held by the Trust as of such day; provided,
that a price determined by the Sponsor under clause “(ii)” shall be effective upon the Trustee’s notice to the Sponsor that it has sufficient access to pricing information to make the valuations required hereunder. 

Section 1.2. Rules of Construction. Unless the context otherwise requires: 

(i) a term has the meaning assigned to it; 

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted
accounting principles as in effect in the United States; 
 (iii) “or” is not exclusive; 

(iv) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section or other subdivision; 
 (v)
“including” means including without limitation; and 
 (vi) words in the singular include the plural
and words in the plural include the singular. 
 ARTICLE 2 

CREATION AND DECLARATION OF TRUST; FORM OF CERTIFICATES; DEPOSIT OF 

GOLD; DELIVERY, REGISTRATION OF TRANSFER AND SURRENDER OF SHARES 

Section 2.1. Creation and Declaration of Trust; Business of the Trust. 

(a) The Trustee acknowledges that it received an initial deposit of Gold under and in accordance with the Original Depositary Trust
Agreement from Barclays Capital Inc. The Trustee declares that it holds and will hold all Trust Property as trustee for the benefit of the Registered Owners 

  
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for the purposes of, and subject to and limited by the terms and conditions set forth in, this Agreement. The trust governed by this Agreement was previously known as the “iShares® COMEX® Gold Trust” and is now known as the “iShares® Gold Trust”. 
 (b) The Trust shall not
engage in any business or activities other than those authorized by this Agreement or incidental and necessary to carry out the duties and responsibilities set forth in this Agreement. Other than issuance of the Shares, the Trust shall not issue or
sell any certificates or other obligations or, except as provided in this Agreement, otherwise incur, assume or guarantee any indebtedness for money borrowed. 
 Section 2.2. Form of Certificates; Book-Entry System; Transferability of Shares. 
 (a) The Certificates evidencing Shares shall be substantially in the form set forth in Exhibit A annexed to this Agreement, with appropriate insertions, modifications and omissions, as hereinafter
provided. No Shares shall be entitled to any benefits under this Agreement or be valid or obligatory for any purpose unless a Certificate evidencing those Shares has been executed by the Trustee by the manual or facsimile signature of a duly
authorized signatory of the Trustee and, if a Registrar (other than the Trustee) for the Shares shall have been appointed, countersigned by the manual signature of a duly authorized officer of the Registrar. The Trustee shall maintain books on which
the registered ownership of each Share and transfers, if any, of such registered ownership shall be recorded. Certificates evidencing Shares bearing the manual or facsimile signature of a duly authorized signatory of the Trustee and the manual
signature of a duly authorized officer of the Registrar, if applicable, who was, at the time such Certificates were executed, a proper signatory of the Trustee or Registrar, if applicable, shall bind the Trustee, notwithstanding that such signatory
has ceased to hold such office prior to the delivery of such Certificates. 
 (b) The Certificates may be endorsed with or have
incorporated in the text thereof such legends or recitals or modifications not inconsistent with the provisions of this Agreement as may be required by the Trustee or required to comply with any applicable law or regulations thereunder or with the
rules and regulations of any securities exchange upon which Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which the Shares evidenced by a particular Certificate are
subject. 
 (c) The Sponsor and the Trustee have applied to DTC for acceptance of the Shares in its book-entry settlement
system. Shares deposited with DTC shall be evidenced by one or more global Certificates which shall be registered in the name of Cede & Co., as nominee for DTC, and shall bear the following legend: 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE AGENT AUTHORIZED BY THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL


  
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INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 (d) So long as the Shares are eligible for book-entry settlement with DTC and such settlement is available, unless otherwise required by law, notwithstanding the provisions of Sections 2.2(a) and
(b), all Shares shall be evidenced by one or more global Certificates the Registered Owner of which is DTC or a nominee of DTC and (i) no Beneficial Owner of Shares will be entitled to receive a separate Certificate evidencing those Shares,
(ii) the interest of a Beneficial Owner in Shares represented by a global Certificate will be shown only on, and transfer of that interest will be effected only through, records maintained by DTC or a DTC Participant or Indirect Participant
through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner with respect to Shares represented by a global Certificate will be exercised only to the extent allowed by, and in compliance with, the
arrangements in effect between such Beneficial Owner and DTC or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in Shares. 
 (e) If, at any time when Shares are evidenced by a global Certificate, DTC ceases to make its book-entry settlement system available for such Shares, the Trustee shall execute and deliver separate
Certificates evidencing Shares to the DTC Participants entitled thereto, with such additions, deletions and modifications to this Agreement and to the form of Certificate evidencing Shares as the Sponsor and the Trustee may agree. 

(f) Title to a Certificate evidencing Shares (and to the Shares evidenced thereby), when properly endorsed or accompanied by proper
instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument under the laws of New York; provided, however, that the Trustee, notwithstanding any notice to the contrary, may
treat the Registered Owner of Shares as the absolute owner thereof for the purpose of determining the Person entitled to any distribution or to any notice provided for in this Agreement and for all other purposes. 

Section 2.3. Deposit of Gold. 
 (a) The issuance and Delivery of Shares will take place only in integral numbers of Baskets and in compliance with the provisions of this Agreement, as supplemented by any procedures attached to an
applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement. Authorized Participants wishing to acquire from the Trustee one or more Baskets must place an order with the Trustee (a “Purchase
Order”) on any Business Day. Purchase Orders received by the Trustee prior to the Order Cutoff Time on a Business Day on which a Valuation Relevant Price is announced will have that Business Day as the Order Date. Purchase Orders received by
the Trustee on or after the Order Cutoff Time on a Business Day, or on a Business Day on which no Valuation Relevant Price is announced, will have as their Order Date the next Business Day on which the Valuation Relevant Price is announced. As
consideration for each Basket acquired, Authorized Participants must deposit with the Custodian the Basket Gold Amount determined by the Trustee on the Order Date of the corresponding Purchase Order. Gold must be Delivered to the Custodian in the
form of Gold bars only, except that an amount of Gold not exceeding 430 Ounces may be Delivered to the Custodian on an Unallocated Basis. 
 (b) The Trustee shall determine the Basket Gold Amount for each Business Day. The initial “Basket Gold Amount” was 5,000 Fine Ounces. After the initial deposit, the “Basket Gold
Amount” shall be an amount of Gold equal to the result obtained by dividing the Net Asset Value per Basket on the date on which the determination is being made by the price used by the Trustee to evaluate Gold held by the Trust on such date in
compliance with Section 4.1. For purposes of this computation, “Net Asset Value per Basket” is the result obtained by multiplying (x) the Net Asset Value per Share determined in compliance with Section 4.3, by (y) the
number of Shares which constitute a Basket on the date on which 

  
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the determination is being made. Fractions of a Fine Ounce of Gold included in the Basket Gold Amount smaller than .001 Fine Ounce shall be disregarded. The Sponsor intends to publish, or
may designate other Persons to publish, for each Business Day, the Basket Gold Amount. 
 (c) If the Trust Property includes
money or any property other than Gold, no deposits of Gold will be accepted until after a record date for distribution of that money or property, or proceeds of that property, has passed. 

(d) All deposited Gold shall be owned by the Trust and held for the Trust by the Custodian. The Trustee shall require the Custodian to
agree that the Custodian will use reasonable efforts to minimize the amount of Gold held for the Trust on an Unallocated Basis at all times including, if so agreed to by the Custodian, by allocating from time to time to the Trust one or more Gold
bars with an aggregate weight in excess of the amount owned by the Trust (in which case, such Gold bar or bars will be co-owned with the Custodian to the extent of such excess). Cash and any other assets of the Trust shall be held by the Trustee at
such place and in such manner as the Trustee shall determine. 
 Section 2.4. Delivery of Shares. Upon receipt by
the Trustee of any deposit in accordance with Section 2.3, together with a Purchase Order and the other documents required as above specified, if any, and a confirmation from the Custodian that the Gold Deposit Amount has been Delivered to the
Custodian for each Basket of Shares and the Custodian is holding that Gold for the account of the Trust, the Trustee, subject to the terms and conditions of this Agreement, shall Deliver to the Depositor the number of Baskets of Shares issuable in
respect of such deposit as requested in the corresponding Purchase Order, but only upon payment to the Trustee of the fees and expenses of the Trustee as provided in Section 5.7 and of all taxes and governmental charges and fees payable in
connection with such deposit, the transfer of the Gold and the issuance and Delivery of the Shares. 
 Section 2.5.
Registration and Registration of Transfer of Shares; Combination and Split-up of Certificates. 
 (a) The Trustee shall
keep or cause to be kept a register of Registered Owners of Shares and shall provide for the registration of Shares and the registration of transfers of Shares. 
 (b) The Trustee, subject to the terms and conditions of this Agreement, shall register transfers of ownership of Shares on its transfer books from time to time, upon any Surrender of a Certificate
evidencing such Shares, by the Registered Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as may be required by the laws of the State of New York and of the
United States of America. Thereupon the Trustee shall execute a new Certificate or Certificates evidencing such Shares, and deliver the same to or upon the order of the Person entitled thereto. 

(c) The Trustee, subject to the terms and conditions of this Agreement, shall, upon Surrender of a Certificate or Certificates evidencing
Shares for the purposes of effecting a split-up or combination of that Certificate or Certificates, execute and deliver one or more new Certificates evidencing those Shares. 
 (d) The Trustee may, with the written approval of the Sponsor (which approval shall not be unreasonably withheld), appoint one or more co-transfer agents for the purpose of effecting registration of
transfers of Shares and combinations and split-ups of Certificates at designated transfer offices on behalf of the Trustee. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and
other requirements by Registered Owners or Persons entitled to Shares and will be entitled to protection and indemnity to the same extent as the Trustee. 

  
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 Section 2.6. Surrender of Shares and Withdrawal of Trust Property. 

(a) Upon Surrender of any integral number of Baskets for the purpose of withdrawal of the amount of Trust Property represented thereby,
and upon payment of the fee of the Trustee in connection with the Surrender of Shares as provided in Section 5.7 and payment of all taxes and charges payable in connection with such Surrender and withdrawal of Trust Property, and subject to the
terms and conditions of this Agreement, an Authorized Participant acting on authority of the Beneficial Owner of those Shares will be entitled to Delivery, in accordance with the provisions of this Agreement, as supplemented by any procedures
attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement, of the amount of Trust Property at the time represented by such Baskets, including the Basket Gold Amounts corresponding
to such Baskets on the applicable Order Date (determined as provided below). Authorized Participants wishing to redeem one or more Baskets must place an order with the Trustee (a “Redemption Order”) on any Business Day. Redemption Orders
received by the Trustee prior to the Order Cutoff Time on a Business Day on which a Valuation Relevant Price is announced will have that Business Day as the Order Date. Redemption Orders received by the Trustee on or after the Order Cutoff Time on
any Business Day, or on a Business Day on which no Valuation Relevant Price is announced, will have as their Order Date the next Business Day on which the Valuation Relevant Price is announced. Unless otherwise agreed to by the Custodian, Gold will
be Delivered by the Custodian in the form of Gold bars only, except that an amount of Gold not exceeding 430 Ounces may be Delivered by the Custodian on an Unallocated Basis. While a redeeming Authorized Participant will be entitled to express
a preference as to the city where it would like to have the Basket Gold Amount delivered, the Trustee, in consultation with the Custodian and taking into account the best interests of the Trust and the Registered Owners, will have final authority to
decide where such Delivery will take place. 
 (b) The Trustee may require that a Certificate evidencing Shares Surrendered for
the purpose of withdrawal is properly endorsed in blank or accompanied by proper instruments of transfer in blank. Upon a Surrender of an integral number of Baskets of Shares and satisfaction of all the conditions for withdrawal of Trust Property,
the Trustee shall instruct the Custodian to Deliver, at the Custodian’s office or at another location at which Trust Property is then being held, to or to the order of the Surrendering Authorized Participant the amount of Gold represented by
the Surrendered Baskets of Shares and the Trustee shall pay or deliver to or to the order of the Surrendering Authorized Participant the amount of any other Trust Property represented by the Surrendered Baskets of Shares. Any Delivery of Gold other
than at the office of the Custodian or a sub-custodian designated by the Custodian will be at the expense and risk of the Authorized Participant. The Trustee will not be responsible to any Person if it is not practical for the Custodian to make
Delivery of Gold in the city requested or if the Trustee determines to effect Delivery in a city other than the city requested by the Surrendering Authorized Participant. The Trustee is not required to effect any physical movement of Gold from one
custody location to another to meet any request by a Surrendering Authorized Participant as to where Gold will be Delivered. 

Section 2.7. Limitations on Delivery, Registration of Transfer and Surrender of Shares. 

(a) As a condition precedent to the Delivery, registration of transfer, split-up, combination or Surrender of any Shares or withdrawal of
any Trust Property, the Trustee or Registrar may require payment from the Depositor or the Authorized Participant Surrendering the Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee with respect to any securities being withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the
identity and genuineness of any signature and may also require compliance with any regulations the Trustee may establish consistent with the provisions of this Agreement, including, without limitation, this Section 2.7. 

  
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 (b) The Delivery of Shares against deposits of Gold and the registration of transfer of
Shares may be suspended generally, or refused with respect to particular requested Deliveries, during any period when the transfer books of the Trustee are closed or if any such action is deemed necessary or advisable by the Trustee or the Sponsor
for any reason at any time or from time to time. Except as otherwise provided elsewhere in this Agreement, the Surrender of Shares for purposes of withdrawing Trust Property may be suspended only (i) during any period in which the Exchange (or,
for so long as the Valuation Relevant Price is determined pursuant to clause “(i)” of the definition thereof, the COMEX) is closed (other than scheduled holiday or weekend closings) or regular trading thereon is suspended or restricted, or
(ii) during an emergency as a result of which Delivery, disposal or evaluation of Gold is not reasonably practicable. 

Section 2.8. Lost Certificates, Etc. The Trustee shall execute and deliver a new Certificate of like tenor in exchange and
substitution for a mutilated Certificate upon cancellation thereof, or in lieu of and in substitution for a destroyed, lost or stolen Certificate if the Registered Owner thereof has (a) filed with the Trustee (i) a request for such
execution and delivery before the Trustee has notice that the Shares evidenced by the Certificate have been acquired by a protected purchaser and (ii) a sufficient indemnity bond, and (b) satisfied any other reasonable requirements imposed
by the Trustee. 
 Section 2.9. Cancellation and Destruction of Surrendered Certificates. All Certificates
Surrendered to the Trustee shall be canceled by the Trustee. The Trustee is authorized to destroy Certificates so canceled. 

Section 2.10. Splits and Reverse Splits of Shares. If requested in writing by the Sponsor, the Trustee shall effect a split
or reverse split of the Shares as of a record date set by the Trustee in accordance with procedures determined by the Trustee. 

The Trustee is not required to distribute any fraction of a Share in connection with a split or reverse split of the Shares. The Trustee
may sell the aggregated fractions of Shares that would otherwise be distributed in a split or reverse split of the Shares or the amount of Trust Property that would be represented by those Shares and distribute the net proceeds of those Shares or
that Trust Property to the Record Owners entitled to them. 
 The amount of Trust Property represented by each Share and the
Basket Gold Amount shall be adjusted as appropriate as of the open of business on the Business Day following the record date for a split or reverse split of the Shares. 
 ARTICLE 3 
 CERTAIN OBLIGATIONS OF REGISTERED OWNERS OF SHARES

 Section 3.1. Liability of Registered Owner for Taxes and Other Governmental Charges. If any tax or other
governmental charge shall become payable by the Trustee with respect to any transfer or redemption of Shares, such tax or other governmental charge shall be payable by the Registered Owner of such Shares to the Trustee. The Trustee shall refuse to
effect any registration of transfer of such Shares or any withdrawal of Trust Property represented by such Shares until such payment is made, and may withhold any distributions, or may sell for the account of the Registered Owner thereof Trust
Property or Shares, and may apply such distributions or the proceeds of any such sale in payment of such tax or other governmental charge, and the Registered Owner of such Shares shall remain liable for any deficiency. The Trustee shall distribute
any net proceeds of a sale made under the preceding sentence that remain, after payment of the tax or other governmental charge, to the Registered Owners entitled thereto as in the case of a distribution in cash. 

  
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 Section 3.2. Warranties on Deposit of Gold. Every Person depositing Gold under
this Agreement shall be deemed thereby to represent and warrant that the Gold meets the requirements to be Gold and contains the required number of Fine Ounces, that the Person making such deposit is duly authorized to do so and that at the time of
delivery, the Gold is free and clear of any lien, pledge, encumbrance, right, charge or claim (other than the rights created by this Agreement). All representations and warranties deemed made under this Section 3.2 shall survive the deposit of
Gold, Delivery or Surrender of Shares or termination of this Agreement. 
 ARTICLE 4 

ADMINISTRATION OF THE TRUST 
 Section 4.1. Evaluation of Gold. As promptly as practicable after 4:00 p.m. (New York time), on each Business Day, the Trustee shall determine the value of the Gold held by the Trust on the
basis of the Valuation Relevant Price for that day. If no Valuation Relevant Price is announced on a Business Day, the Trustee shall determine the value of the Gold held by the Trust for that day on the basis of the most recently announced Valuation
Relevant Price. However, if the Trustee and the Sponsor determine that the price specified in the two preceding sentences is inappropriate as a basis for evaluation, they shall identify an alternative basis for evaluation to be employed by the
Trustee. Gold deliverable under a Purchase Order shall be included in the amount of Gold held for the purposes of this Section 4.1 beginning on the first Business Day following the Order Date. Gold deliverable under a Redemption Order shall be
excluded from the amount of Gold held for the purposes of this Section 4.1 beginning on the first Business Day following the Order Date. Neither the Trustee nor the Sponsor shall be liable to any Person for the determination that the most
recently announced Valuation Relevant Price is not appropriate as a basis for evaluation of the Gold held by the Trust or for any determination as to the alternative basis for evaluation, provided that such determination is made in good faith. If
the Sponsor shall determine from time to time that a given price will be the “Valuation Relevant Price” within the meaning set forth in part “(ii)” of the definition of that term, public notice of that determination shall be
given prior to the first Business Day on which such price is used to value the Gold held by the Trust 
 Section 4.2.
Responsibility of the Trustee for Evaluations. The Sponsor, Depositors, Registered Owners and Beneficial Owners may rely on any evaluation or determination of any amount made by the Trustee, and the Sponsor shall have no responsibility for
the accuracy thereof. The determinations made by the Trustee under this Agreement shall be made in good faith upon the basis of, and the Trustee shall not be liable for any errors contained in, information reasonably available to it. The Trustee
shall be under no liability to the Sponsor, or to Depositors, Registered Owners or Beneficial Owners, for errors in judgment; provided, however, that this provision shall not protect the Trustee against any liability to which it would
otherwise be subject by reason of negligence or bad faith in the performance of its duties. 
 Section 4.3. Trust
Evaluation. As promptly as practicable after completion of the evaluation required under Section 4.1 on each Business Day, the Trustee shall subtract all accrued fees, expenses and other liabilities of the Trust from the total value of the
Gold held by the Trust determined by the Trustee pursuant to Section 4.1 and all other assets of the Trust. The resulting figure is the “Net Asset Value” of the Trust. The Trustee shall also divide the Net Asset Value of the Trust by
the number of Shares outstanding as of the close of business on the date of the evaluation then being made, which figure is the “Net Asset Value per Share.” Shares deliverable under a Purchase Order shall be considered to be outstanding
for purposes of this Section 4.3 beginning on the first Business Day following the Order Date. Shares deliverable under a Redemption Order shall not be considered to be outstanding for purposes of this Section 4.3 beginning on the first
Business Day following the Order Date. 

  
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 Section 4.4. Cash Distributions. Whenever the Trustee distributes any cash, the
Trustee shall distribute the amount available for the distribution to the Registered Owners entitled thereto, in proportion to the number of Shares held by them respectively; provided, however, that in the event that the Trustee shall
be required to withhold and does withhold from such cash an amount on account of taxes, the amount distributed to the Registered Owners shall be reduced accordingly. The Trustee shall distribute only such amount, however, as can be distributed
without attributing to any Registered Owner a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to Registered Owners entitled thereto. 

Section 4.5. Other Distributions. Whenever the Trustee receives any property in respect of Trust Property other than cash
proceeds of a sale of Trust Property (including any claim that accrues in favor of the Trust on account of any loss of deposited Gold or other Trust Property), the Trustee shall cause the securities or other property received by it to be distributed
to the Registered Owners entitled thereto, in proportion to the number of Shares held by them respectively, after deduction or upon payment of the expenses of the Trustee, in any manner that the Trustee may deem lawful, equitable and feasible for
accomplishing such distribution; provided, however, that if in the opinion of the Trustee such distribution cannot be made proportionately among the Registered Owners entitled thereto, or if for any other reason (including, but not
limited to, any requirement that the Trustee withhold an amount on account of taxes or other governmental charges or that securities must be registered under the Securities Act of 1933 in order to be distributed to Registered Owners) the Trustee
deems such distribution not to be lawful and feasible, the Trustee shall adopt such method as it deems lawful, equitable and feasible for the purpose of effecting such distribution, after deduction or upon payment of the expenses of the Trustee,
including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Trustee to the Registered Owners entitled thereto as in the
case of a distribution received in cash. 
 Section 4.6. Fixing of Record Date. Whenever any distribution will be
made, or whenever the Trustee receives notice of any solicitation of proxies or consents from Registered Owners, or whenever for any reason there is split, reverse split or other change in the outstanding Shares, or whenever the Trustee shall find
it necessary or convenient in respect of any matter, the Trustee, in consultation with the Sponsor, shall fix a record date for the determination of the Registered Owners who shall be (i) entitled to receive such distribution or the net
proceeds of the sale thereof, (ii) entitled to give such proxies or consents in respect of any such solicitation or (iii) entitled to act in respect of any other matter for which the record date was set. 

Section 4.7. Payment of Expenses; Gold Sales. 
 (a) The following charges are or may be accrued and paid by the Trust: 
 (1) the service fee payable to the Sponsor as set forth in Section 5.8; 
 (2) expenses of the Trust not assumed by the Sponsor pursuant to Section 5.3(g); 
 (3) taxes and other governmental charges; 
 (4) expenses and costs
of any extraordinary services performed by the Trustee or the Sponsor on behalf of the Trust or action taken by the Trustee or the Sponsor to protect the Trust or the interests of Registered Owners; and 

(5) indemnification of the Sponsor as provided in Section 5.6(d). 

  
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 The Trustee shall, when directed by the Sponsor, and, in the absence of such direction, may,
in its discretion, sell Gold in such quantity and at such times, as may be necessary to permit payment of expenses under this Agreement. The Trustee is authorized to sell Gold at such times and in the smallest amounts required to permit payment of
expenses as they come due, it being the intention to avoid or minimize the Trust’s holdings of assets other than Gold. Neither the Trustee nor the Sponsor shall have any liability for loss or depreciation resulting from sales of Gold so made.
The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to the Sponsor’s direction or otherwise in accordance with this Section. 

(b) If at any time and from time to time, the Trustee and Sponsor determine that the amount of cash included in the Trust Property
exceeds the anticipated expenses of the Trust during the following month, the Trustee shall distribute the excess to the Registered Owners under Section 4.4. 
 Section 4.8. Statements and Reports. 
 (a) After the end of each
fiscal year and within the time period required by applicable laws, rules and regulations, at the Sponsor’s expense, the Trustee shall send to the Registered Owners at the end of such fiscal year, an annual report of the Trust containing
financial statements that will be prepared by the Trustee and audited by independent accountants designated by the Sponsor and such other information as may be required by such laws, rules and regulations or otherwise, or which the Sponsor
determines shall be included. The Trustee may distribute the annual report by any means acceptable to the Registered Owners. 

(b) The Trustee shall provide the Sponsor with such certifications, supporting documents and other evidence regarding the Internal
Control Over Financial Reporting established and maintained by the Trust, and used by the Trustee in connection with its preparation of the financial statements of the Trust, as may be reasonably necessary in order to enable the Sponsor to prepare
and file or furnish to the Commission any certifications regarding such matters which may be required to be included with the Trust’s periodic reports under the Exchange Act. 

Section 4.9. Further Provisions for Gold Sales. In addition to selling Gold in accordance with Section 4.7, the Trustee
shall sell Gold whenever any one or more of the following conditions exist: 
 (a) the Sponsor has notified the Trustee that
such sale is required by applicable law or regulation; or 
 (b) this Agreement has been terminated and the Trust Property is to
be liquidated in accordance with Section 6.2. 
 Unless otherwise directed by the Sponsor, when selling Gold the Trustee
shall endeavor to place orders with dealers (which may include the Custodian) through which it may reasonably expect to obtain a favorable price and good execution of orders. 
 The Trustee and the Sponsor shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to this Section 4.9. 

Section 4.10. Counsel. The Sponsor may from time to time employ counsel to act on behalf of the Trust and perform any legal
services in connection with the Gold and the Trust, including any legal matters relating to the possible disposition or acquisition of any Gold. The fees and expenses of such counsel shall be paid by the Sponsor. 

  
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 Section 4.11. Grantor Trust. Nothing in this Agreement, any agreement with a
Custodian, or otherwise, shall be construed to give the Trustee the power to vary the investment of the Beneficial Owners within the meaning of Section 301.7701-4(c) under the Internal Revenue Code of 1986, as amended (the “Code”) or
any similar or successor provision of the regulations under the Code, nor shall the Sponsor give the Trustee any direction that would vary the investment of the Beneficial Owners. However, the Trustee shall not be liable to any Person for any
failure of the Trust to qualify as a grantor trust under the Code or any comparable provision of the laws of any State or other jurisdiction where that treatment is sought, except that this sentence shall not limit the Trustee’s responsibility
for the administration of the Trust in accordance with this Agreement. 
 ARTICLE 5 

THE TRUSTEE AND THE SPONSOR 
 Section 5.1. Maintenance of Office and Transfer Books by the Trustee. 

(a) Until termination of this Agreement in accordance with its terms, the Trustee shall maintain facilities for the execution and
Delivery, registration, registration of transfers and Surrender of Shares in accordance with the provisions of this Agreement. 

(b) The Trustee shall keep books for the registration of Shares and registration of transfers of Shares which at all reasonable times
shall be open for inspection by the Registered Owners. 
 (c) The Trustee may, and at the reasonable written request of the
Sponsor shall, close the transfer books at any time or from time to time if such action is deemed necessary or advisable in the reasonable judgment of the Trustee or the Sponsor. 

(d) If any Shares are listed on one or more stock exchanges in the United States, the Trustee shall act as Registrar or, with the written
approval of the Sponsor (which approval shall not be unreasonably withheld), appoint a registrar or one or more co-registrars for registry of such Shares in accordance with any requirements of such exchange or exchanges. 

Section 5.2. Prevention or Delay in Performance by the Sponsor or the Trustee. Neither the Sponsor nor the Trustee nor any of
their respective directors, employees, agents or affiliates shall incur any liability to any Registered Owner, Beneficial Owner or Depositor if, by reason of any provision of any present or future law or regulation of the United States or any other
country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Sponsor or the Trustee is prevented or forbidden from, or would be subject
to any civil or criminal penalty on account of, or is delayed in, doing or performing any act or thing which by the terms of this Agreement it is provided shall be done or performed and accordingly the Sponsor or the Trustee does not do that thing
or does that thing at a later time than would otherwise be required. The Sponsor and the Trustee will not incur any liability to any Registered Owner or Beneficial Owner or Depositor by reason of any non-performance or delay in the performance of
any act or thing which by the terms of this Agreement it is provided may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement. 

Section 5.3. Obligations of the Sponsor and the Trustee. 

(a) Neither the Sponsor nor the Trustee assumes any obligation nor shall either of them be subject to any liability under this Agreement
to any Registered Owner or Beneficial Owner or Depositor (including, without limitation, liability with respect to the worth of the Trust Property), except that each 

  
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of them agrees to perform its obligations specifically set forth in this Agreement without negligence or bad faith. 
 (b) Neither the Sponsor nor the Trustee shall be under any obligation to prosecute any action, suit or other proceeding in respect of any Trust Property or in respect of the Shares on behalf of a
Registered Owner, Beneficial Owner, Depositor or other Person. 
 (c) Neither the Sponsor nor the Trustee shall be liable for
any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Depositor, any Registered Owner or any other Person believed by it in good faith to be competent to give such advice or information.

 (d) The Trustee shall not be liable for any acts or omissions made by a successor Trustee whether in connection with a
previous act or omission of the Trustee or in connection with any matter arising wholly after the resignation of the Trustee, provided that in connection with the issue out of which such potential liability arises the Trustee performed its
obligations without negligence or bad faith while it acted as Trustee. 
 (e) The Trustee and the Sponsor shall have no
obligation to comply with any direction or instruction from any Registered Owner or Beneficial Owner or Depositor regarding Shares except to the extent specifically provided in this Agreement. 

(f) The Trustee shall be a fiduciary under this Agreement; provided, however, that the fiduciary duties and
responsibilities and liabilities of the Trustee shall be limited by, and shall be only those specifically set forth in, this Agreement. 
 (g) The Sponsor shall be responsible for all organizational expenses of the Trust, and for the following administrative and marketing expenses of the Trust: the Trustee’s monthly fee, the
Custodian’s fee, listing fees of the Exchange, registration fees charged by the Commission, printing and mailing costs, audit fees and expenses and legal fees and expenses not in excess of $100,000 per year. 

Section 5.4. Resignation or Removal of the Trustee; Appointment of Successor Trustee. 

(a) The Trustee may at any time resign as Trustee hereunder by written notice of its election so to do, delivered to the Sponsor, and
such resignation shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as hereinafter provided. 
 (b) The Sponsor may remove the Trustee in its discretion by written notice delivered to the Trustee in the manner provided in Section 7.5 at least 90 days prior to the fifth anniversary of the
date of the Original Depositary Trust Agreement or, thereafter, by written notice delivered to the Trustee at least 90 days prior to the last day of any subsequent three-year period. 

(c) If at any time the Trustee 
 (i) ceases to be a Qualified Bank, 
 (ii) is in material breach of
its obligations under this Agreement and fails to cure such breach within 30 days after receipt of written notice from the Sponsor or Registered Owners acting on behalf of at least 25% of the outstanding Shares specifying such default and
requiring the Trustee to cure such default, or 

  
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 (iii) fails to consent to the implementation of an amendment to the
Trust’s initial Internal Control Over Financial Reporting deemed necessary by the Sponsor and, after consultations with the Sponsor, the Sponsor and the Trustee fail to resolve their differences regarding such proposed amendment, 

the Sponsor, acting on behalf of the Registered Owners, may remove the Trustee by written notice delivered to the Trustee in the manner provided in
Section 7.5, and such removal shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as hereinafter provided. 
 (d) If the Trustee acting hereunder resigns or is removed, the Sponsor, acting on behalf of the Registered Owners, shall use its reasonable efforts to appoint a successor Trustee, which shall be a
Qualified Bank. Every successor Trustee shall execute and deliver to its predecessor and to the Sponsor, acting on behalf of the Registered Owners, an instrument in writing accepting its appointment hereunder, and thereupon such successor Trustee,
without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Sponsor, acting
on behalf of the Registered Owners, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Trust
Property to such successor, and shall deliver to such successor a list of the Registered Owners of all outstanding Shares. The Sponsor or any such successor Trustee shall promptly mail notice of the appointment of such successor Trustee to the
Registered Owners. 
 (e) Any corporation into which the Trustee may be merged, consolidated or converted in a transaction in
which the Trustee is not the surviving corporation shall be the successor of the Trustee without the execution or filing of any document or any further act. During the 90-day period following the effectiveness of a merger, consolidation or
conversion described in the preceding sentence, the Sponsor may, by written notice to the Trustee, remove the Trustee and designate a successor Trustee in compliance with the provisions of subsection (c) above. 

Section 5.5. The Custodian. The Custodian will be subject at all times and in all respects to the directions of the Trustee
and will be responsible solely to it. Any Custodian may resign and be discharged from its duties by notice of such resignation delivered to the Trustee at least 60 days prior to the date on which such resignation is to become effective. If upon
the effectiveness of such resignation there would be no Custodian acting hereunder, the Trustee shall, promptly after receiving such notice, with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed),
appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. Whenever the Trustee in its discretion determines that it is in the best interest of the Registered Owners to do so, it may with the written
approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. After the date of this Agreement, the
Trustee shall not enter into or amend any custody agreement with a Custodian without the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed). Upon demand of the Trustee any Custodian shall deliver such of
the Gold held by it as is requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Trustee, forthwith upon its appointment, an acceptance of
such appointment satisfactory in form and substance to the Trustee. 
 Upon the appointment of any successor Trustee hereunder,
each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor Trustee and the appointment of such successor Trustee shall in no way impair the authority of each Custodian
hereunder; but the successor Trustee so appointed shall, nevertheless, on the written request of any 

  
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Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor
Trustee. 
 Section 5.6. Indemnification. 
 (a) The Sponsor shall indemnify the Trustee, its directors, employees and agents (the “Trustee Indemnified Persons”) against, and hold each of them harmless from, any loss, liability, cost,
expense or judgment (including, but not limited to, the reasonable fees and expenses of counsel) (collectively “Indemnified Amounts”) that is incurred by any of them and that arises out of or is related to (i) any offer or sale by the
Trust of Baskets of Shares under this Agreement, (ii) acts performed or omitted pursuant to the provisions of this Agreement, as the same may be amended, modified or supplemented from time to time, (A) by a Trustee Indemnified Person or
(B) by the Sponsor or (iii) any filings with or submissions to the Commission in connection with or with respect to the Shares (which by way of illustration and not by way of limitation, include any registration statement and any
amendments or supplements thereto filed with the Commission or any periodic reports or updates that may be filed under the Exchange Act, or any failure to make any filings with or submissions to the Commission which are required to be made in
connection with or with respect to the Shares), except that the Sponsor shall not have any obligations under this Section 5.6(a) to pay Indemnified Amounts incurred as a result of and attributable to (x) the negligence or bad faith of, or
material breach of the terms of this Agreement by, the Trustee, (y) written information furnished in writing by the Trustee to the Sponsor expressly for use in the registration statement, or any amendment thereto, or periodic or other report
filed with the Commission relating to the Shares that is not materially altered by the Sponsor or (z) any misrepresentations or omissions made by a Depositor (other than the Sponsor) in connection with such Depositor’s offer and sale of
Shares. 
 (b) The Trustee shall indemnify the Sponsor, its directors, employees and agents against, and hold each of them
harmless from, any Indemnified Amounts (i) caused by the negligence or bad faith of the Trustee or (ii) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in the registration statement, or
any amendment thereto or periodic or other report, filed with the Commission relating to the Shares that is not materially altered by the Sponsor. 
 (c) If the indemnification provided for in Section 5.6(a) or (b) is unavailable or insufficient to hold harmless the indemnified party under subsection (a) or (b) above, then the
indemnifying party shall contribute to the Indemnified Amounts referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Sponsor on the one hand and the
Trustee on the other hand from the offering of the Shares which are the subject of the action or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative fault of the Sponsor on the one hand and the Trustee on the other hand in connection with the action, statement or omission which resulted in such Indemnified
Amount as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact from which the action arises relates to information supplied by the Sponsor or the Trustee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or
omission or the act or omission from which the action arises. The amount of Indemnified Amounts referred to in the first sentence of this subsection (c) shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (c). 
 (d) The Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of 1933, as amended) and subsidiaries (each a “Sponsor Indemnified


  
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Party”) shall be indemnified from the Trust and held harmless against any loss, liability or expense incurred without (1) negligence, bad faith, willful misconduct or willful
malfeasance on the part of such Sponsor Indemnified Party arising out of or in connection with the performance of its obligations under this Agreement or any actions taken in accordance with the provisions of this Agreement or (2) reckless
disregard on the part of such Sponsor Indemnified Party of its obligations and duties under this Agreement. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such Sponsor Indemnified Party in defending itself
against any claim or liability in its capacity as Sponsor. Any amounts payable to a Sponsor Indemnified Party under this Section 5.6(d) may be payable in advance or shall be secured by a lien on the Trust. The Sponsor may, in its discretion,
undertake any action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Registered Owners and, in such event, the legal expenses and costs of any such
actions shall be expenses and costs of the Trust and the Sponsor shall be entitled to be reimbursed therefor by the Trust. 

(e) If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a
“Proceeding”) in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the “Indemnitee”) shall promptly (and in no event more than seven
(7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnitor”) of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the
Indemnitee’s ability to seek indemnification from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnitor’s ability to adequately oppose or defend such
Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no conflict of interest exists as specified in clause (i)
below and there are no other defenses available to Indemnitee as specified in clause (iii) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney’s fees and expenses shall be
borne by the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but, in such case, no fees and
expenses of such counsel shall be borne by the Indemnitor unless such fees and expenses are otherwise required to be indemnified under Section 5.06(a), (b) or (d), as applicable, and (i) there is such a conflict of interest between
the Indemnitor and the Indemnitee as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (ii) the Indemnitor fails,
within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnitee or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to
assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee or (iii) there are legal defenses available to Indemnitee that are different from or are in addition to those available to the Indemnitor. No
compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless (m) there is no finding or admission of any violation of law and no effect on any other claims that may be made against
such other party and (n) the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent,
which shall not be unreasonably withheld. The Indemnitor shall have no obligation to indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the
Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such Proceeding. 

Section 5.7. Charges of Trustee. 
 (a) Each Depositor, and each Person surrendering Shares for the purpose of withdrawing Trust Property, shall pay to the Trustee a fee of $500 per transaction for the Delivery of Shares pursuant


  
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to Section 2.4 and the Surrender of Baskets of Shares pursuant to Section 2.6 or 6.2 (or such other fee as the Trustee, with the prior written consent of the Sponsor, may from time to
time announce). 
 (b) The Trustee is entitled to receive from the Sponsor fees for its services and reimbursement for its
out-of-pocket expenses in accordance with written agreements between the Sponsor and the Trustee. 
 (c) The Trustee is entitled
to charge the Trust for all expenses and disbursements incurred by it under Section 5.12(a) or that are of the type described in Sections 4.7(a)(2) or (3) of this Agreement (including the fees and disbursements of its legal counsel),
except that the Trustee is not entitled to charge the Trust for (i) expenses and disbursements incurred by it prior to the commencement of trading of Shares on the Exchange and (ii) fees of agents for performing services the Trustee is
required to perform under this Agreement. 
 Section 5.8. Charges of Sponsor. 

(a) The Sponsor is entitled to receive from the Trust, as an expense of the Trust, a fee for services at an annualized rate of 0.25% of
Net Asset Value, computed and accrued on a daily basis in the manner instructed by the Sponsor and paid monthly in arrears. 

(b) The Sponsor is entitled to receive reimbursement from the Trust for all expenses and disbursements incurred by it under the last
sentence of Section 5.6(d) or that are of the type described in Sections 4.7(a)(2), (3) or (4) of this Agreement, except that the Sponsor is not entitled to charge the Trust for (i) expenses and disbursements incurred by it
prior to the commencement of trading of Shares on the Exchange and (ii) fees of agents for performing services the Sponsor is required to perform under this Agreement. 
 Section 5.9. Retention of Trust Documents. The Trustee is authorized to destroy those documents, records, bills and other data compiled during the term of this Agreement at the times permitted
by the laws or regulations governing the Trustee, unless the Sponsor reasonably requests the Trustee in writing to retain those items for a longer period. 
 Section 5.10. Federal Securities Law Filings. 
 (a) The Sponsor shall
(i) prepare and file a registration statement with the Commission and take such action as is necessary from time to time to qualify the Shares for offering and sale under the federal securities laws of the United States, including the
preparation and filing of amendments and supplements to such registration statement, (ii) promptly notify the Trustee of any amendment or supplement to the registration statement or prospectus, of any order preventing or suspending the use of
any prospectus, of any request for the amending or supplementing of the registration statement or prospectus or if any event or circumstance occurs which is known to the Sponsor as a result of which the registration statement or prospectus, as then
amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
(iii) provide the Trustee from time to time with copies, including copies in electronic form, of the prospectus, as amended and supplemented, in such quantities as the Trustee may reasonably request and (iv) prepare and file any periodic
reports or updates that may be required under the Exchange Act. The Trustee shall furnish to the Sponsor any information from the records of the Trust that the Sponsor reasonably requests in writing that is needed to prepare any filing or submission
that the Sponsor or the Trust is required to make under the federal securities laws of the United States. 

  
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 (b) The Sponsor shall have all necessary and exclusive power and authority to (i) from
time to time adopt, implement or amend such disclosure controls and procedures as are necessary or desirable, in the Sponsor’s reasonable judgment, to ensure compliance with the disclosure and ongoing reporting obligations under any applicable
securities laws; (ii) appoint and remove the auditors of the Trust; and (iii) seek from the relevant securities or other regulatory authorities such relief, clarification or other action as the Sponsor shall deem necessary or desirable
regarding the disclosure or financial reporting obligations of the Trust. 
 (c) The policies and procedures comprising the
Trust’s initial Internal Control Over Financial Reporting have been adopted and copies thereof have been delivered to the appropriate officers of the Sponsor and the Trustee. Amendments to such initial Internal Control Over Financial Reporting
may be proposed from time to time by the Sponsor, but such amendments may not be adopted in connection with the preparation of the Trust’s financial statements without the Trustee’s consent (which consent will not be unreasonably withheld
or delayed). 
 Section 5.11. Prospectus Delivery. The Trustee shall, if required by the federal securities laws of
the United States, in any manner permitted by such laws, deliver at the time of issuance of Shares, a copy of the relevant prospectus, as most recently furnished to the Trustee by the Sponsor, to each Depositor. 

Section 5.12. Discretionary Actions by Trustee; Consultation. 

(a) The Trustee may, in its discretion, undertake any action that it considers necessary or desirable to protect the Trust or the
interests of the Registered Owners. The expenses incurred by the Trustee in connection with taking any action under the preceding sentence (including the fees and disbursements of legal counsel) shall be expenses of the Trust, and the Trustee shall
be entitled to be reimbursed for those expenses by the Trust. 
 (b) The Trustee shall notify and consult with the Sponsor
before undertaking any action under subsection (a) above or if the Trustee becomes aware of any development or event that affects the administration of the Trust but is not contemplated or provided for in this Agreement. 

(c) The Sponsor shall notify and consult with the Trustee before undertaking any action under the last sentence of Section 5.6(d) or
if the Sponsor becomes aware of any development or event that affects the administration of the Trust but is not contemplated or provided for in this Agreement. 
 ARTICLE 6 
 AMENDMENT AND TERMINATION 

Section 6.1. Amendment. The Trustee and the Sponsor may amend any provisions of this Agreement without the consent of any
Registered Owner. Any amendment that imposes or increases any fees or charges (other than taxes and other governmental charges, registration fees or other such expenses), or that otherwise prejudices any substantial existing right of the Registered
Owners will not become effective as to outstanding Shares until 30 days after notice of such amendment is given to the Registered Owners. Every Registered Owner and Beneficial Owner, at the time any amendment so becomes effective, shall be deemed,
by continuing to hold any Shares or an interest therein, to consent and agree to such amendment and to be bound by this Agreement as amended thereby. In no event shall any amendment impair the right of the Registered Owner of Shares to Surrender
Baskets of Shares and receive therefor the amount of Trust Property represented thereby, except in order to comply with mandatory provisions of applicable law. 

  
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 Section 6.2. Termination. 

(a) The Trustee shall set a date on which this Agreement will terminate and mail notice of that termination to the Registered Owners at
least 30 days prior to the date set for termination if any of the following occurs: 
 (i) The Trustee is
notified that the Shares are delisted from a national securities exchange and are not approved for listing on another national securities exchange within five Business Days of their delisting; 

(ii) Registered Owners acting in respect of at least 75% of the outstanding Shares notify the Trustee that they elect to
terminate the Trust; 
 (iii) 60 days have elapsed since the Trustee notified the Sponsor of the
Trustee’s election to resign and a successor trustee has not been appointed and accepted its appointment as provided in Section 5.4; 
 (iv) the Commission determines that the Trust is an investment company under the Investment Company Act of 1940, as amended, and the Trustee has actual knowledge of such Commission determination;

 (v) the aggregate market capitalization of the Trust, based on the closing price for the Shares, was less than
$350 million for five consecutive trading days and the Trustee receives, within six months after the last of those trading days, notice from the Sponsor of its decision to terminate the Trust; 

(vi) the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act of 1936, as amended, and the
Trustee has actual knowledge of that determination; or 
 (vii) the Trust fails to qualify for treatment, or
ceases to be treated, for United States federal income tax purposes, as a grantor trust, and the Trustee receives notice from the Sponsor that the Sponsor determines that, because of that tax treatment or change in tax treatment, termination of the
Trust is advisable. 
 (b) If no event specified in subsection (a) above occurs first, the Trust shall terminate on
January 19, 2045, and the Trustee shall mail a notice of that impending termination to the Registered Owners at least 30 days before that anniversary. 
 (c) On and after the date of termination of this Agreement, the Registered Owner of Shares will, upon (i) Surrender of those Shares, (ii) payment of the fee of the Trustee for the Surrender of
Shares provided in Section 5.7, and (iii) payment of any applicable taxes or other governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Trust Property represented by those Shares. The Trustee shall not
accept any deposits of Gold after the date of termination of this Agreement. If any Shares remain outstanding after the date of termination of this Agreement, the Trustee thereafter shall discontinue the registration of transfers of Shares, shall
not make any distributions to Registered Owners, and shall not give any further notices or perform any further acts under this Agreement, except that the Trustee shall continue to collect distributions pertaining to Trust Property and hold the same
uninvested and without liability for interest, pay the Trust’s expenses and sell Gold as necessary to meet those expenses and shall continue to deliver Trust Property, together with any distributions received with respect thereto and the net
proceeds of the sale of any other property, in exchange for Shares Surrendered 

  
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to the Trustee (after deducting or upon payment of, in each case, the fee of the Trustee set forth in Section 5.7 for the Surrender of Shares, any expenses for the account of the Registered
Owner of such Shares in accordance with the terms and conditions of this Agreement, and any applicable taxes or other governmental charges). At any time after the expiration of 90 days following the date of termination of this Agreement, the
Trustee may sell the Trust Property then held under this Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it under this Agreement, unsegregated and without liability for
interest, for the pro rata benefit of the Registered Owners of Shares that have not theretofore been Surrendered, such Registered Owners thereupon becoming general creditors of the Trustee with respect to such net proceeds. After making such sale,
the Trustee shall be discharged from all obligations under this Agreement, except to account for such net proceeds and other cash (after deducting, in each case, any fees, expenses, taxes or other governmental charges payable by the Trust, the fee
of the Trustee for the Surrender of Shares and any expenses for the account of the Registered Owner of such Shares in accordance with the terms and conditions of this Agreement, and any applicable taxes or other governmental charges). Upon the
termination of this Agreement, the Sponsor shall be discharged from all obligations under this Agreement except for its obligations to the Trustee under Section 5.6. Sections 5.6, 5.7 and 5.8 shall survive termination of this Agreement.

 ARTICLE 7 
 MISCELLANEOUS 
 Section 7.1. Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument. Copies of this Agreement shall be filed with the Trustee and shall be open to inspection
by any Registered Owner during the Trustee’s business hours. 
 Section 7.2. Third-Party Beneficiaries. This
Agreement is for the exclusive benefit of the parties hereto, and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other Person. 
 Section 7.3. Severability. In case any one or more of the provisions contained in this Agreement should be or become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions of this Agreement shall in no way be affected, prejudiced or disturbed thereby. 

Section 7.4. Registered Owners, Beneficial Owners and Depositors as Parties; Binding Effect. The Registered Owners,
Beneficial Owners and Depositors from time to time shall be parties to this Agreement and shall be bound by all of the terms and conditions hereof by their acceptance of Shares or any interest therein or by their depositing Gold, as the case may be.

 Section 7.5. Notices. 
 (a) All notices given under this Agreement must be in writing. 
 (b) Any and all
notices to be given to the Trustee or the Sponsor shall be deemed to have been duly given (i) when it is actually delivered by a messenger or recognized courier service, (ii) five days after it is mailed by registered or certified mail,
postage paid or (iii) when receipt of a facsimile transmission is acknowledged via a return receipt or receipt confirmation as requested by the original transmission, in each case to or at the address set forth below: 

  
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 To the Trustee: 
 THE BANK OF NEW YORK MELLON 
 2 Hanson Place 

9th Floor 

Brooklyn, New York 11217 
 Attention: ETF Services, Brooklyn 
 Telephone: (718) 315-5013 

Facsimile: (718) 315-4850 

or any other place to which the Trustee may have transferred its Corporate Trust Office with notice to the Sponsor. 

To the Sponsor: 
  

			
	iShares® Delaware Trust Sponsor
LLC
	400 Howard Street
	San Francisco, CA 94105
	Attn: Product Management Team, Intermediary Investor and Exchange-Traded
	Products Department
	Telephone:	  	(415) 670-4671
	Facsimile:	  	(415) 618-5097
	
	with a copy to:
	
	iShares® Delaware Trust Sponsor
LLC
	400 Howard Street
	San Francisco, CA 94105
	Attn: Legal Department
	Telephone:	  	(415) 670-2860
	Facsimile:	  	(415) 618-5731

 or any other place to which the Sponsor may have transferred its principal office with notice to the Trustee. 

(c) Any and all notices to be given to a Registered Owner shall be deemed to have been duly given (i) when actually delivered by
messenger or a recognized courier service, (ii) when mailed, postage prepaid or (iii) when sent by facsimile transmission confirmed by letter, in each case at or to the address of such Registered Owner as it appears on the transfer books
of the Trustee, or, if such Registered Owner shall have filed with the Trustee a written request that any notice or communication intended for such Registered Owner be delivered to some other address, at the address designated in such request.

 Section 7.6. Agent for Service; Submission to Jurisdiction. The Sponsor hereby (i) irrevocably designates
and appoints CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011, U.S.A., as the Sponsor’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares, the Trust
Property or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in The City of New York, State of New York, in which any such suit or proceeding may be instituted, and (iii) agrees that service of
process upon said authorized agent (or any successor thereto from time to time duly appointed as such by the Sponsor and 

  
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the name and address of which shall have been informed in writing by the Sponsor to the Trustee) shall be deemed in every respect effective service of process upon the Sponsor in any such suit or
proceeding. The Sponsor further agrees to maintain the appointment of an agent for service of process in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to
continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested,
directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. 

Section 7.7. Governing Law. This Agreement shall be interpreted under, and all rights and duties under this Agreement shall
be governed by, the internal substantive laws (but not the choice of law rules) of the State of New York. 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Third Amended and Restated Depositary Trust
Agreement as of the day and year first set forth above. 
  

					
	 iSHARES® DELAWARE TRUST SPONSOR LLC as Sponsor

		
	By:	 	 /s/    Jack Gee

		 	Name:	 	Jack Gee
		 	Title:	 	Chief Financial Officer
	
	 THE BANK OF NEW YORK MELLON,
 as Trustee

		
	By:	 	 /s/    Thomas Porrazzo

		 	Name:	 	Thomas Porrazzo
		 	Title:	 	Managing Director









 EXHIBIT A 
 [Form of Certificate] 
 THE SHARES EVIDENCED HEREBY REPRESENT RIGHTS WITH
RESPECT TO UNDERLYING TRUST PROPERTY (AS DEFINED IN THE DEPOSITARY TRUST AGREEMENT REFERRED TO HEREIN) HELD BY THE TRUST AND DO NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND ARE NOT GUARANTEED BY THE SPONSOR OR THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE SHARES NOR THE UNDERLYING TRUST PROPERTY ARE INSURED UNDER ANY AGREEMENT THAT DIRECTLY BENEFITS THE TRUST OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON. 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE AGENT AUTHORIZED BY THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 







 iSHARES® GOLD TRUST SHARES 
 ISSUED BY

 iSHARES® GOLD TRUST 
 REPRESENTING

 FRACTIONAL INTERESTS IN DEPOSITED GOLD AND ANY OTHER TRUST PROPERTY 

THE BANK OF NEW YORK MELLON, as Trustee 
  

			
	No.     	  	* Shares

 CUSIP: 464285105 

THE BANK OF NEW YORK MELLON, as Trustee (hereinafter called the Trustee), hereby certifies that CEDE & CO.,
as nominee of the Depository Trust Company, or registered assigns, IS THE OWNER OF * Shares issued by iShares®
Gold Trust, each representing a fractional undivided interest in the net assets of the Trust, as provided in the Agreement referred to below. At the time of delivery of the Original Depositary Trust Agreement (as defined in the Agreement), each
50,000 Shares represented an interest in 5,000 Fine Ounces of Gold held by the Custodian. The amount of Gold in which each 50,000 Shares represents an interest will decline over time as provided in the Agreement. The Trustee’s Corporate
Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 2 Hanson Place, Brooklyn, New York 11217, and its principal executive office is located at One Wall Street, New York, New
York 10286. 
 This Certificate is issued upon the terms and conditions set forth in the Third Amended and
Restated Depositary Trust Agreement dated as of February 28, 2013 (the “Agreement”) between
iShares® Delaware Trust Sponsor LLC (herein called the Sponsor), the Trustee, all Registered Owners and
Beneficial Owners from time to time of Shares issued thereunder and all Depositors. By becoming a Registered Owner or Beneficial Owner, or by depositing Gold, a Person becomes a party to the Agreement and is bound by all the terms and conditions of
the Agreement. The Agreement sets forth the rights of Depositors and Registered Owners and the rights and duties of the Trustee and the Sponsor. Copies of the Agreement are on file at the Trustee’s Corporate Trust Office in New York City.

 The Agreement is hereby incorporated by reference into and made a part of this Certificate as if set forth in full in this
place. Capitalized terms not defined herein shall have the meanings set forth in the Agreement. 
 This Certificate shall not be
entitled to any benefits under the Agreement or be valid or obligatory for any purpose unless it is executed by the Trustee by the manual or facsimile signature of a duly authorized signatory of the Trustee and, if a Registrar (other than the
Trustee) for the Shares shall have been appointed, countersigned by the manual signature of a duly authorized officer of the Registrar. 
  

									
	Dated:	 	  
	 		 	 THE BANK OF NEW YORK MELLON,
 as Trustee

					
		 		 		 	By:	 	  


 THE TRUSTEE’S CORPORATE TRUST OFFICE ADDRESS IS 

2 HANSON PLACE, BROOKLYN, NEW YORK 11217 

 

	*	That number of Shares held at The Depository Trust Company at any given point in time.