S-1

As filed with the Securities and Exchange Commission on April 20, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

PERTH MINT PHYSICAL GOLD ETF

SPONSORED BY GOLD CORPORATION AND EXCHANGE TRADED CONCEPTS, LLC

(Exact name of Registrant as specified in its charter)

New York	1040	61-1848163
(State or other jurisdiction of Incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

2 Hanson Place

Brooklyn, New York 11217

(718) 315-5013

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Exchange Traded Concepts, LLC

10900 Hefner Point Drive, Suite 207

Oklahoma City, OK 73120

(405) 778-8377

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christopher D. Menconi, Esq.

David A. Sirignano, Esq.

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

(202) 739-3000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X]  (Do not check if a smaller reporting company)	Smaller reporting company	[  ]
		Emerging growth company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [X]

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)	Amount of registration fee
Shares of Beneficial Interest – Perth Mint Physical Gold ETF	$1,000,000.00	$124.50

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933, as amended.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the Sponsors and the Trust are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS Subject to Completion  April 20, 2018 

[XX]Perth Mint Physical Gold ETF Shares

PERTH MINT PHYSICAL GOLD ETF

Perth Mint Physical Gold ETF (Trust) issues Perth Mint Physical Gold ETF Shares (shares), which represent units of fractional undivided beneficial interest in the Trust. The Trust’s primary objective is to provide investors with an opportunity to invest in gold through the shares, and have the gold securely stored by Gold Corporation (the Custodial Sponsor). An additional objective of the Trust is for the shares to reflect the performance of the price of gold less the expenses of the Trust’s operations. The Trust is not actively managed. Gold Corporation (the Custodial Sponsor) and Exchange Traded Concepts, LLC (the Administrative Sponsor and, together with Custodial Sponsor, the Sponsors) are the Trust’s sponsors. Gold Corporation also serves as the custodian of the Trust’s gold bullion, and The Bank of New York Mellon (BNYM) is the trustee of the Trust.

Gold Corporation, trading as the Perth Mint, is a Western Australian Government owned statutory body corporate established under the Gold Corporation Act 1987 (Western Australia) (the Act). Under section 22 of the Act, the payment of the cash equivalent of gold due, payable and deliverable by Gold Corporation under the Act (including gold held by Gold Corporation for the benefit of the Trust) is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in right of the State of Western Australia (the Government Guarantee).

Physical gold that the Trust will hold includes London Bars and other gold products having a gold purity of at least 99.5% (including but not limited to coins, cast bars and minted bars). Shares are issued by the Trust in blocks of 50,000 shares called “Baskets” in exchange for gold from certain registered broker-dealers or other securities market participants (Authorized Participants) that is then allocated as Physical Gold and safely stored by the Custodian. The Trust issues and redeems Baskets on an ongoing basis at Net Asset Value to and from Authorized Participants who have entered into a contract with the Administrative Sponsor and the Trustee. Investors at their option, may request to take delivery of Physical Gold in exchange for their shares by submitting their shares to Gold Corporation in exchange for Physical Gold. See “Taking Delivery of Physical Gold.”

Shares will be offered to the public from time to time at prices that will reflect, among other things, the price of gold and the trading price of the shares on NYSE Arca at the time of the offer. Prior to this offering, there has been no public market for the shares. The shares trade on NYSE Arca under the symbol “AAAU”. On [Date], the closing price of our shares was $[XX] per share. The market price of the shares may be different from the Net Asset Value per share.

Investing in the shares involves risks. See “Risk Factors” starting on page 17.

Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of the securities offered in this prospectus (Prospectus), or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Trust is an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act (the JOBS Act).

The shares are neither interests in nor obligations of either of the Sponsors or the Trustee. The shares are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended, and neither Sponsor is subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator or a commodity trading advisor.

On [Date], an initial purchaser, subject to conditions and acting as a statutory underwriter in connection with the initial purchase of shares, deposited gold for the purchase of four initial Baskets totaling 200,000 shares, as described in “Plan of Distribution.” The initial Baskets were created at a per share price equal to the value of [1/100th of a Fine Ounce of gold] on [Date], the date of formation of the Trust. Delivery of initial Baskets was made on or about [Date]. The Trust received all proceeds from the offering of the initial Baskets in gold in an amount equal to the full price for the initial Baskets.

As of [Date], there were [XX] Perth Mint ETF Shares outstanding.

The date of this Prospectus is [Date].

TABLE OF CONTENTS

	Page
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	i
PROSPECTUS SUMMARY	2
THE OFFERING	10
RISK FACTORS	17
USE OF PROCEEDS	27
THE GOLD INDUSTRY	28
THE PERTH MINT	33
BUSINESS OF THE TRUST	34
CREATION AND REDEMPTION OF SHARES BY AUTHORIZED PARTICIPANTS	36
TAKING DELIVERY OF PHYSICAL GOLD	41
FEDERAL INCOME TAX CONSEQUENCES	46
ERISA AND RELATED CONSIDERATIONS	51
PLAN OF DISTRIBUTION	52
DESCRIPTION OF THE TRUST	53
DESCRIPTION OF THE SHARES	60
THE SPONSORS	62
THE TRUSTEE	67
THE CUSTODIAN	72
FILINGS AND REPORTS	78
LEGAL MATTERS	78
EXPERTS	78
WHERE YOU CAN FIND MORE INFORMATION	79
GLOSSARY	79
APPENDIX A	A-1
STATEMENT OF FINANCIAL CONDITION	F-1

This Prospectus contains information you should consider when making an investment decision about the shares. You may rely on the information contained in this Prospectus. The Trust and the Sponsors have not authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This Prospectus is not an offer to sell the shares in any jurisdiction where the offer or sale of the shares is not permitted.

TABLE OF CONTENTS

(continued)

Page

The shares are not registered for public sale in any jurisdiction other than the United States.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus includes statements which relate to future events or future performance. In some cases, you can identify such forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Prospectus that address activities, events or developments that may occur in the future, including such matters as changes in commodity prices and market conditions (for gold and the shares), the Trust’s operations, the Sponsors’ plans and references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsors on the basis of their perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. Whether or not actual results and developments will conform to Sponsors’ expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this Prospectus, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. See “Risk Factors.” Consequently, all the forward-looking statements made in this Prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsors anticipate will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the shares. Moreover, neither of the Sponsors, nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Neither the Trust nor either of the Sponsors undertakes an obligation to publicly update or conform to actual results any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

i

PROSPECTUS SUMMARY

The following is a summary of this Prospectus, and while it contains material information about Perth Mint Physical Gold ETF (Trust) and the shares it issues, it does not contain or summarize all of the information about the Trust and the shares contained in this Prospectus that is material and that may be important to you. You should read this entire Prospectus, including “Risk Factors” beginning on page 17, and the material incorporated by reference herein before making an investment decision about the shares. Capitalized terms not defined in this section have the meaning set forth in the Glossary beginning on page 17 of this Prospectus.

Overview of the Trust Structure, the Sponsors, the Trustee and the Custodian

The Trust was formed pursuant to the Depository Trust Agreement (Trust Agreement) on [Date] under New York State law as Perth Mint Physical Gold ETF. The Trust’s primary objective is to provide investors with an opportunity to invest in gold through the shares, and have the gold securely stored by Gold Corporation (the Custodial Sponsor and Custodian). Another objective of the Trust is for the shares to reflect the performance of the price of gold less the expenses of the Trust’s operations. Each share represents a fractional undivided beneficial interest in the Trust’s net assets. The Trust’s assets consist principally of gold held on the Trust’s behalf with the Custodian for safekeeping. Physical gold that the Trust will hold includes London Bars and other gold products without numismatic value having a gold purity of at least 99.5% (including but not limited to coins, cast bars and minted bars).

The sponsors of the Trust are Gold Corporation (the Custodial Sponsor) and Exchange Traded Concepts, LLC (the Administrative Sponsor and, together with the Custodial Sponsor, the Sponsors). Gold Corporation is a statutory body corporate established by the Gold Corporation Act 1987 (Western Australia) and wholly owned by the Government of Western Australia. Gold Corporation also serves as custodian of the Trust’s gold bullion (in such capacity, the Custodian). Exchange Traded Concepts is an Oklahoma limited liability company. The shares are neither interests in nor obligations of, and are not guaranteed by, the Sponsors, their member(s), or any of their affiliates.

The shares, known as Perth Mint Physical Gold ETF Shares, provide investors with the opportunity to access the gold market though a traditional brokerage account. The Sponsors believe that investors will be able to more effectively implement strategic and tactical asset allocation strategies that use gold by investing in the shares than by purchasing, holding and trading gold directly. The Trust is one of several exchange-traded products that seek to track the price of Gold. Certain other financial products may gain exposure to Gold through the use of derivatives that may be subject to counterparty and credit risks. The Trust will not hold or employ derivatives. The Trust does not lend gold to third parties. Accordingly, the Trust’s allocated gold will not be subject to counterparty or credit risks. The Custodian’s obligations with respect to gold held on behalf of the Trust are subject to the Government Guarantee provided by the State of Western Australia pursuant to Section 22 of the Gold Corporation Act 1987 (Western Australia), which provides (amongst other things) that the payment of the cash equivalent of gold due, payable and deliverable by the Custodian under the Act is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in right of the State of Western Australia.

Such guarantee applies to all allocated and unallocated gold held in the Metal Accounts, including any Gold held by Sub-Custodians on behalf of the Custodian, and will apply to the Trust’s allocated and unallocated gold for so long as the Custodian (or a Sub-Custodian acting on the Custodian’s behalf) holds such gold for the benefit of the Trust. The value of gold will be reported on the Trust’s website daily. See “Business of the Trust - The Trust’s Structure.”

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Shares are issued by the Trust only in blocks of 50,000 shares called “Baskets” in exchange for gold from certain registered broker-dealers or other securities market participants (Authorized Participants) that is then allocated to the Trust and stored safely by the Custodian. See “Creation and Redemption of Shares by Authorized Participants” for requirements to qualify as an Authorized Participant. Baskets may be redeemed by the Trust in exchange for the amount of gold corresponding to their redemption value. The Trust issues and redeems Baskets on an ongoing basis at Net Asset Value to Authorized Participants who have entered into a contract with the Administrative Sponsor and the Trustee (as described below). Investors, at their option, may request to take delivery of Physical Gold in exchange for their shares by submitting their shares to Gold Corporation in exchange for Physical Gold (as described below).

Individual shares will not be redeemed by the Trust but are listed and trade on NYSE Arca under the symbol “AAAU”. An investor may deliver shares to Gold Corporation in exchange for Physical Gold after submitting to Gold Corporation a qualifying document that expresses the investor’s intention to exchange shares for Physical Gold by delivering shares to Gold Corporation on the Share Submission Day and subsequently taking delivery from Gold Corporation of Physical Gold. See “Taking Delivery of Physical Gold.” After delivery of an investor’s shares, the investor could also decide to have Gold remain in safe storage with Gold Corporation for as long as the investor so chooses (subject to Gold Corporation’s customary terms and conditions for the storage of gold). The Trust is not involved in the exchange of the investor’s shares for Physical Gold.

The material terms of the Trust are discussed in greater detail under the section “Description of the Trust.” The Trust is not an investment company registered under the Investment Company Act of 1940, as amended (1940 Act), and is not required to register with the Securities and Exchange Commission thereunder. The Trust does not and will not hold or trade in commodities futures contracts regulated by the Commodity Exchange Act, as amended, or the CEA, as administered by the Commodity Futures Trading Commission. The Trust is not a commodity pool for purposes of the CEA and neither of the Sponsors, nor the Trustee, is subject to regulation as a commodity pool operator or a commodity trading advisor in connection with the Shares. The Trust has no fixed termination date.

The Sponsors arranged for the creation of the Trust pursuant to the Trust Agreement. The Administrative Sponsor arranged for the registration of the shares for their public offering in the United States and the listing of the shares on NYSE Arca. The Administrative Sponsor generally oversees the performance of the Trustee and the Trust’s principal service providers, but does not exercise day-to-day oversight of the Trustee or such service providers. The Administrative Sponsor, with the consent of the Custodial Sponsor, may remove the Trustee and appoint a successor trustee under certain circumstances.

In addition, the Administrative Sponsor: (1) will develop a marketing plan for the Trust on an ongoing basis; (2) will prepare marketing materials regarding the shares; (3) will maintain the Trust’s web site; and (4) may request the Trustee to order Custodian audits (to the extent permitted under the Custody Agreement).

The Custodial Sponsor may perform assaying of Physical Gold, and provide other services relating to the safe custody of Physical Gold. 

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The Custodial Sponsor has agreed to assume and be responsible for the payment of the following Trust expenses, up to a maximum amount equal to the greater of $[XX] per annum and the amount that is equal to [X.XX]% of the average Gross Asset Value of the Trust over the relevant fiscal year (the “Fee Cap”): the Administrative Sponsor’s fee; fees for the Trustee’s ordinary services and reimbursement of its ordinary out-of-pocket expenses; the Custodian’s fees and expenses specified in the Custody Agreement that are assumed by the Custodial Sponsor (if any); ordinary bar allocation fees which are charged to the Custodian in connection with the Custodian’s acquisition of sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order; ordinary or customary insurance costs and transportation fees; allocation costs associated with the allocation and de-allocation of Gold to and from the Trust; the marketing expenses of the Trust; the listing fees of the Trust on the Exchange; registration fees associated with the Trust charged by the SEC; printing and mailing costs; expenses for the maintenance of any website of the Trust, audit fees and expenses; routine legal fees and expenses associated with the ordinary course of the Trust’s operations.

The Custodial Sponsor shall not be responsible for any other expenses of the Trust, including litigation expenses associated with the Trust; taxes and other governmental charges; indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement; any expenses that are in excess of the Fee Cap; extraordinary expenses incurred on behalf of the Trust; and otherwise as set forth in the Trust Agreement. An extraordinary expense is an expense arising or resulting from an underlying event or transaction that, in the determination of the Administrative Sponsor, is reasonably considered to be of a type that (i) possesses a high degree of abnormality (such as abnormally high (A) transportation fees, (B) bar allocation fees which may be incurred when acquiring sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order and (C) Physical Gold allocation costs that may be incurred in relation to the allocation and de-allocation of Gold to and from the Trust) or is of a type that is reasonably considered to be unrelated to, or only incidentally related to, the ordinary and typical activities of the Trust and (ii) is of a type that would not reasonably be expected to recur in the foreseeable future. Extraordinary expenses shall include any fixing fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust. See “The Sponsors.”

The Trustee is The Bank of New York Mellon. The Trustee is responsible for the day-to-day administration of the Trust. The Trustee’s responsibilities include: (1) arranging the valuing of the Trust’s gold and calculating the Net Asset Value per share of the Trust; (2) supplying inventory information to the Administrative Sponsor for the Trust’s website; (3) receiving and processing orders from Authorized Participants for the creation and redemption of Baskets; (4) coordinating the processing of orders from Authorized Participants with the Custodian and The Depository Trust Company (DTC), including coordinating with the Custodian the receipt of gold transferred to the Trust Unallocated Metal Account in connection with each issuance of Baskets; (5) transferring gold to the Custodial Sponsor in lieu of paying the Custodial Sponsor Fee in cash; (6) transferring gold to the Custodial Sponsor to reimburse cash payments owed by the Trust, but undertaken by the Custodial Sponsor; (7) selling gold pursuant to a Sponsor’s direction or otherwise as needed to pay any extraordinary Trust expenses that are not assumed by a Sponsor; (8) holding the Trust’s cash and other financial assets, if any; (9) when appropriate, making distributions of cash or other property to investors; and (10) receiving and reviewing reports on the custody of and transactions in gold from the Custodian and taking such other actions in connection with the custody of gold as a Sponsor instructs. 

As Custodian of the Trust’s gold bullion, Gold Corporation is responsible for the safekeeping of the Trust’s gold and supplying inventory information to the Trustee and the Sponsors. The Custodian is also responsible for facilitating the transfer of gold in and out of the Trust. The Custodian will confirm the deposit of gold into the Trust Unallocated Metal Account received from an Authorized Participant in exchange for Baskets. The Custodian will promptly convert the deposit to allocated Gold held in the Trust Allocated Metal Account. The Custodian must allocate, or cause to be allocated, all Gold credited to the Trust Unallocated Metal Account to the Trust Allocated Metal Account such that no amount of Gold remains standing for the benefit of the Trust in the Trust Unallocated Metal Account at the Custodian’s close of business on each Business Day. In the event that the Custodian is unable to fully allocate Gold by the Custodian’s close of business due to reasons outside of its control, the Custodian will use reasonable efforts to fully allocate Gold to the Trust Allocated Metal Account as soon as possible.

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The Custodian shall safely store Physical Gold in its own vaulting facilities and any other vaulting facility as approved by the Custodian and utilize the services of its appointed secure transportation provider at the risk of the Custodian. The Trust’s gold holdings are subject to periodic audits and, under the Custody Agreement, the Custodian has agreed to permit auditors to access all premises during normal business hours to examine the gold held for the Trust and such records as they reasonably require. Detailed descriptions of certain specific rights and duties of the Trustee and the Custodian are set forth in “Description of the Trust”, “The Trustee” and “The Custodian.”

Trust Objectives

The primary objective of the Trust is to provide investors with an opportunity to invest in gold through shares, and have the gold securely stored by the Custodial Sponsor. A further objective of the Trust is for the shares to reflect the performance of the price of gold less the expenses of the Trust’s operations. The Trust is not actively managed. It does not engage in any activities designed to obtain a profit from, or to compensate investors for losses caused by, changes in the price of gold.

The Trust holds London Bars and Physical Gold of other specifications without numismatic value. The Trust receives gold deposited by Authorized Participants in exchange for the creation of Baskets and delivers gold to Authorized Participants in exchange for Baskets surrendered to it for redemption.

Investors may contact their broker-dealer to purchase and sell shares.

The shares are intended to constitute a cost-efficient mechanism for investors to make an investment in gold. The shares provide investors with an alternative to purchasing and storing physical gold that allows a level of participation in the gold market through the securities market. The shares are:

● Listed and traded on NYSE Arca like other exchange-traded securities under the symbol “AAAU.”

● Easily accessible to investors through traditional brokerage accounts.

● Backed by allocated gold held by the Custodian. (The shares differ from other financial products that gain exposure to gold because other financial products may use derivatives to gain exposure to the price of gold but may not have physical gold and therefore involve counter-party exposures that do not exist when holding physical gold).

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● Cost efficient because the expenses for the safe storage of Physical Gold held by the Trust are dispersed among all investors in the shares and the gold held by the Custodian on behalf of the Trust is subject to the Government Guarantee.

● Since the Trust’s ordinary operating and administrative expenses are expected to be paid in gold ounces to the Custodial Sponsor, it is envisaged that the Trust will not hold any (or minimal) cash but instead only gold, thereby minimizing any resulting gold price tracking error.

Taking Delivery of Physical Gold by Investors

An investor who would like to take delivery of Physical Gold for its shares must contact Gold Corporation as follows:

● An investor wishing to deliver shares of the Trust in exchange for Physical Gold must first contact Gold Corporation in order to discuss the types of Physical Gold, availability dates, product premiums, delivery fees, applicable taxes, and suitable delivery locations and methods. Gold Corporation reserves the right to establish a minimum amount of Physical Gold that may be requested by an investor.

● In order to proceed the investor must provide Gold Corporation with sufficient details to enable Gold Corporation to identify the investor as a person owning a beneficial interest in any shares of the Trust (Beneficial Owner) and to establish a Customer Account for the investor with Gold Corporation. Gold Corporation may determine (in its absolute discretion) whether the investor has provided sufficient details to identify the investor as a Beneficial Owner and to open the Customer Account with Gold Corporation.

● Subject to the procedures set forth above having been completed to Gold Corporation’s satisfaction, the investor is provided an Application, which will be pre-populated with the information necessary to further process the Application. The Application will contain a unique identification number (the Delivery ID) associated with the Application and the investor’s Customer Account number with Gold Corporation. The Application will also set forth any applicable product premiums, delivery fees, and any other fees and charges that apply to the Application, which is expressed in terms of the number of Shares to be delivered to Gold Corporation in return for the agreed Physical Gold products. Gold Corporation is entitled to receive all such premiums, fees and charges in consideration for facilitating the delivery of the agreed Physical Gold products to the investor. The investor shall be responsible for any applicable taxes or governmental charges.

● The investor wishing to take delivery of Physical Gold must then duly sign and submit the pre-populated Application to Gold Corporation within three Business Days of receipt of the Delivery ID (the Quotation Window) and ensure their shares are delivered to Gold Corporation on the agreed Share Submission Day (contained in the Application).

● Gold Corporation shall confirm that (A) the Delivery ID matches the Application with respect to the amount of shares to be delivered, the Physical Gold requested, and other applicable terms, and (B) the Application otherwise is in good order.

● Upon final approval of the Application by Gold Corporation, which may be withheld by Gold Corporation for any reason at its sole discretion, Gold Corporation shall return a copy of the Application to the investor.

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● Shares shall be delivered from the investor via their broker-dealer to Gold Corporation. The Application is not binding on Gold Corporation until shares are delivered to Gold Corporation.

● Unless the Application is suspended or rejected by Gold Corporation, Gold Corporation shall, following the receipt of the investor’s Shares, transfer to the investor’s Customer Account the number of Fine Ounces, on an unallocated basis, represented by the Shares delivered and specified in the Application (which is inclusive of applicable product premiums, delivery fees, and any other fees and charges that apply to the Application but is exclusive of any applicable taxes or governmental charges, which are the responsibility of the investor). Upon delivery of the specified Fine Ounces to the Customer Account, the investor shall have no further right or interest in the Trust or Trust Property to the extent of the Shares delivered. The Customer Account also benefits from the Government Guarantee.

● Gold Corporation, for the investor as customer, shall arrange for the Physical Gold to be delivered to the investor in accordance with the delivery instructions contained in the Application.

● None of the Trustee, the Sponsors (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor of the Trust) or the Trust is involved in the exchange of the investor’s shares for Physical Gold. Shares acquired by Gold Corporation may subsequently be tendered for redemption in basket-size aggregations by an Authorized Participant acting on behalf of Gold Corporation.

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Structure of the Trust

The following chart shows the relationship of the Trust and other parties following the closing of this offering.

 

The Custodial Sponsor/Custodian: responsible for the safekeeping of gold held on behalf of the Trust, supplying inventory information to the Trustee and Administrative Sponsor and facilitating the transfer of gold in to and out of the Trust.

The Trustee: receives and processes orders from Authorized Participants for the creation and redemption of Baskets to and from the Trust respectively. Holds the Trust’s cash, if any, and other assets.

The Administrative Sponsor: responsible for assisting with the administration of the Trust in concert with the Trustee.

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Summary Risk Factors

An investment in the Trust involves risks and uncertainties described in the section below entitled “Risk Factors” and elsewhere in this Prospectus. Some of these risks include:

● fluctuations in the value of shares based upon the price of the gold held by the Trust, which could create the potential for losses, regardless of the period of time that shares are held;

● substantial sales of gold by central banks, governmental agencies and multilateral institutions, which adversely affect the gold price and therefore an investment in the shares;

● the fact that the Trust does not actively trade gold to take advantage of short-term market fluctuations in the price of gold;

● the fact that each sale of gold by the Trust will be a taxable event for investors; and

● the fact that any gain recognized by a U.S. investor who is or that is an individual, estate or trust attributable to a sale or exchange of shares held for more than one year, or attributable to the Trust’s sale of any gold that the investor is treated (through his, her or its ownership of shares) as having held for more than one year, generally will be subject to federal income tax at a maximum rate of 28% rather than the lower maximum rates applicable to most other long-term capital gains such an investor recognizes.

Principal Offices

The offices of the Trust and the Trustee are located at 2 Hanson Place, Brooklyn, New York 11217. Gold Corporation is located at 310 Hay Street, East Perth, WA 6004, Australia with a mailing address of GPO Box M924, Perth, WA 6843, Australia and its telephone number is +61 8 9421 7615. Exchange Traded Concepts’ main office location and mailing address is 10900 Hefner Pointe Drive, Suite 207, Oklahoma City, Oklahoma 73120 and its telephone number is (405) 778-8377.

Emerging Growth Company Status

The Trust is an “emerging growth company,” as defined in the JOBS Act, and is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations that are not otherwise applicable to the Trust. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, the Trust is choosing to “opt out” of such extended transition period, and as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that the decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

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THE OFFERING

Offering	The shares represent units of fractional undivided beneficial interest in the net assets of the Trust.
Use of proceeds	Proceeds received by the Trust from the issuance and sale of Baskets consist of gold deposits. Such deposits are held by the Custodian on behalf of the Trust until (1) distributed to Authorized Participants in connection with redemptions of Baskets or (2) transferred to pay the Custodial Sponsor Fee or (3) sold to pay Trust expenses and liabilities not assumed by the Custodial Sponsor. See “Description of the Trust-Trust Expenses.”
NYSE Arca Symbol	“AAAU”
CUSIP	[XXXXXX XXX] (effective [Date])
Creation and Redemption by Authorized Participants	The Trust receives gold deposited with the Custodian only by Authorized Participants in exchange for the creation of “Baskets,” each equal to 50,000 shares. Conversely, the Trust delivers gold in exchange for Baskets surrendered to it for redemption by Authorized Participants as described below. The Trust issues and redeems Baskets on a continuous basis only to Authorized Participants. Baskets are only issued or redeemed in exchange for the amount of gold determined by the Trustee on each day that NYSE Arca is open for regular trading based on the combined Net Asset Value of the shares included in the Baskets being created or redeemed. No shares are issued unless the Custodian confirms that the Trust has been allocated the corresponding amount of gold. The Custodian must allocate ownership of Physical Gold to the Trust such that no amount of Gold remains standing for the benefit of the Trust in the Trust Unallocated Metal Account at the Custodian’s close of business on each Business Day. In the event that the Custodian is unable to fully allocate ownership of Physical Gold to the Trust by 10:00 p.m. Perth time on each Business Day due to reasons outside of its control, the Custodian will use reasonable efforts to fully allocate Gold to the Trust Allocated Metal Account as soon as possible. The initial amount of gold required for deposit with the Trust to create shares for the period beginning with the formation of the Trust and ending on the first day of trading of the shares on the NYSE Arca was 500 Fine Ounces of gold per Basket.  Fees are assessed in connection with the creation and redemption of Baskets by Authorized Participants. See “Creation and Redemption of Shares by Authorized Participants” for more details.
Taking Delivery of Physical Gold - Investors	Investors may contact their broker-dealer to purchase and sell shares. An investor who would like to take delivery of Physical Gold in exchange for shares may deliver shares to Gold Corporation in exchange for Physical Gold. The number of shares to be delivered must be specified by Gold Corporation to the investor in a pre-populated Application.

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●     An investor wishing to deliver shares of the Trust in exchange for Physical Gold must first contact Gold Corporation in order to discuss the types of Physical Gold, availability dates, product premiums, delivery fees, applicable taxes, and suitable delivery locations and methods. Gold Corporation reserves the right to establish a minimum amount of Physical Gold that may be requested by an investor. 

●    In order to proceed, the investor must provide Gold Corporation with sufficient details to enable Gold Corporation to identify the investor as a person owning a beneficial interest in any shares of the Trust (Beneficial Owner) and to establish a Customer Account for the investor with Gold Corporation. Gold Corporation may determine (in its absolute discretion) whether the investor has provided sufficient details to identify the investor as a Beneficial Owner and to open the Customer Account with Gold Corporation. Subject to the procedures set forth above having been completed to Gold Corporation’s satisfaction, the investor is provided an Application which will be pre-populated with the information necessary to further process the Application. The Application will contain a unique identification number (the Delivery ID) associated with the Application and the investor’s Customer Account number with Gold Corporation. The Application will also set forth any applicable product premiums, delivery fees, and any other fees and charges that apply to the Application, which is expressed in terms of the number of Shares to be delivered to the Gold Corporation in return for the agreed Physical Gold products. Gold Corporation is entitled to receive all such premiums, fees and charges in consideration for facilitating the delivery of the agreed Physical Gold products to the investor. The investor shall be responsible for any applicable taxes or governmental charges. 

●   The investor wishing to take delivery of Physical Gold must then duly sign and submit the pre-populated Application to Gold Corporation within three Business Days of receipt of the Delivery ID (the Quotation Window) and ensure the investor’s shares are delivered to Gold Corporation on the agreed Share Submission Day (contained in the Application). The Application is not binding until shares are delivered to Gold Corporation. 

●     Gold Corporation shall confirm that (A) the Delivery ID matches the Application with respect to the amount of shares to be delivered, the Physical Gold requested, and other applicable terms, and (B) the Application otherwise is in good order. 

●     Upon final approval of the Application by Gold Corporation, which may be withheld by Gold Corporation for any reason at its sole discretion, Gold Corporation shall return a copy of the Application to the investor. 

●     Shares shall be delivered from the investor via their broker-dealer to Gold Corporation. The Application is not binding until shares are delivered to Gold Corporation. Unless the Application is suspended or rejected by Gold Corporation, Gold Corporation shall, following the receipt of the investor’s Shares, transfer to the investor’s Customer Account the number of Fine Ounces, on an unallocated basis, represented by the Shares delivered and specified in the Application (which is inclusive of applicable product premiums, delivery fees, and any other fees and charges that apply to the Application but is exclusive of any applicable taxes or governmental charges, which are the responsibility of the investor). Upon delivery of the specified Fine Ounces to the Customer Account, the investor shall have no further right or interest in the Trust or Trust Property to the extent of the Shares exchanged.

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●    Gold Corporation, for the investor as customer, shall arrange for the Physical Gold to be delivered to the investor in accordance with the delivery instructions contained in the Application. 

●    None of the Trustee, the Sponsors (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor of the Trust) or the Trust is involved in the exchange of the investor’s shares for Physical Gold. Shares acquired by Gold Corporation may subsequently be tendered for redemption in basket-size aggregations by an Authorized Participant acting on behalf of Gold Corporation. 

The processing fees charged to an investor are comprised of applicable delivery fees and any applicable product premiums. 

See "Taking Delivery of Physical Gold" for more details. 

Net Asset Value

The Trustee determines the Net Asset Value of the Trust on each day that NYSE Arca is open for regular trading, as promptly as practical after 4:00 PM New York time. The Net Asset Value of the Trust is the aggregate value of the Trust’s assets less its estimated accrued but unpaid liabilities (which include accrued expenses). In determining the Trust’s Net Asset Value, the Trustee values the gold held by the Trust based on the afternoon LBMA Gold Price, or the morning LBMA Gold Price, if such day’s afternoon LBMA Gold Price is not available. If no LBMA Gold Price is available for the day, the Trustee will value the Trust’s gold based on the most recently announced afternoon LBMA Gold Price or morning LBMA Gold Price. If the Custodial Sponsor determines that such price is inappropriate to use, it shall identify an alternate basis for evaluation to be employed by the Trustee. The Custodial Sponsor may instruct the Trustee to use a different publicly available price which the Custodial Sponsor determines to fairly represent the commercial value of the Trust’s gold. See "Description of the Trust-Valuation of Gold and Computation of Net Asset Value."

Trust Expenses

The Trust’s only ordinary recurring expense is expected to be the Custodial Sponsor Fee of [         ]% of the Net Asset Value of the Trust payable in gold. In exchange for the Custodial Sponsor Fee, the Custodial Sponsor has agreed to assume and be responsible for the payment of the following Trust expenses, up to a maximum amount equal to the greater of $[         ] per annum and the amount that is equal to [        ]% of the average Gross Asset Value of the Trust over the relevant fiscal year (the “Fee Cap”): the Administrative Sponsor’s fee; fees for the Trustee’s ordinary services and reimbursement of its ordinary out-of-pocket expenses; the Custodian’s fees and expenses specified in the Custody Agreement that are assumed by the Custodial Sponsor (if any); ordinary bar allocation fees which are charged to the Custodian in connection with the Custodian’s acquisition of sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order; ordinary or customary insurance costs and transportation fees; allocation costs associated with the allocation and de-allocation of Gold to and from the Trust; the marketing expenses of the Trust; the listing fees of the Trust on the Exchange; registration fees associated with the Trust charged by the SEC; printing and mailing costs; expenses for the maintenance of any website of the Trust, audit fees and expenses; routine legal fees and expenses associated with the ordinary course of the Trust’s operations.

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The Custodial Sponsor shall not be responsible for any other expenses of the Trust, including litigation expenses associated with the Trust; taxes and other governmental charges; indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement; any expenses that are in excess of the Fee Cap; extraordinary expenses incurred on behalf of the Trust; and otherwise as set forth in the Trust Agreement. An extraordinary expense is an expense arising or resulting from an underlying event or transaction that, in the determination of the Administrative Sponsor, is reasonably considered to be of a type that (i) possesses a high degree of abnormality (such as abnormally high (A) transportation fees, (B) bar allocation fees which may be incurred when acquiring sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order and (C) Physical Gold allocation costs that may be incurred in relation to the allocation and de-allocation of Gold to and from the Trust) or is of a type that is reasonably considered to be unrelated to, or only incidentally related to, the ordinary and typical activities of the Trust and (ii) is of a type that would not reasonably be expected to recur in the foreseeable future. Extraordinary expenses shall include any fixing fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust. See “The Sponsors.” 

The Custodial Sponsor Fee will accrue daily based on the prior business day’s Net Asset Value and payment of the Custodial Sponsor Fee will be made monthly in arrears by withdrawing gold from the Trust Allocated Metal Account for credit to the Trust Unallocated Metal Account and transferring such gold to an account maintained for the benefit of the Custodial Sponsor. Paying the Custodial Sponsor Fee in gold, rather than cash, eliminates the need for the Trust to sell gold to raise cash to pay the Custodial Sponsor Fee. From time to time, the Custodial Sponsor may waive all or a portion of the Custodial Sponsor Fee at its discretion. The Custodial Sponsor is under no obligation to continue a waiver after the end of a stated period, and, if such waiver is not continued, the Custodial Sponsor Fee will thereafter be paid in full. Presently, the Custodial Sponsor does not intend to waive any of its fees. See “Description of the Trust-Trust Expenses.” 

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Tax Considerations	An investor will be treated, for federal tax purposes, as if it directly owns a pro rata share of the Trust’s assets and directly receives that share of any Trust income and incurs that share of the Trust’s expenses. Consequently, the sale of gold by the Trust, including the sale of gold to generate cash to pay its fees and expenses - will be a taxable event for investors. See “Federal Income Tax Consequences-Taxation of U.S. Investors” and “ERISA and Related Considerations.”
Suspension of Issuance, Transfers, and Redemptions	The delivery or registration of transfers of shares may, and on the direction of a Sponsor, shall be suspended generally, or refused with respect to a particular purchase order by the Trustee, (i) when the Trustee’s transfer books are closed, (ii) if the Custodian has informed the Trustee and the Administrative Sponsor that it is unable to allocate gold to the Trust Allocated Metal Account either in connection with a particular purchase order or generally or (iii) if such action is deemed necessary or advisable by the Custodial Sponsor, for any reason in its sole discretion at any time or from time to time, but only after consulting with the Administrative Sponsor. Redemptions by Authorized Participants may and, on the direction of a Sponsor, shall, be generally suspended or particularly rejected by the Trustee (1) during any period in which regular trading on NYSE Arca is suspended or restricted, or the Exchange is closed, (2) during an emergency as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, or (3) for such other period as the Sponsors determine to be necessary for protection of registered owners of shares. See “Creation and Redemption of Shares by Authorized Participants - Creation Procedures - Authorized Participants - Rejection of purchase orders” and “Creation and Redemption of Shares by Authorized Participants ¬Redemption Procedures - Authorized Participants - Suspension or rejection of redemption orders.”
Suspension of Taking Delivery of Physical Gold	Gold Corporation shall not deliver physical gold to an investor in exchange for the investor’s shares (1) if the number of shares delivered does not correspond to the number of shares specified in the Application provided to the investor based upon the approved Application form or are not delivered on the designated Share Submission Day, or (2) if the delivered shares are not accompanied by proper instructions and by an approved Application. In the event the investor transfers a number of shares not corresponding to the Application, the investor must make any arrangements directly with Gold Corporation and Gold Corporation reserves the right to reject the initial quote and any additional costs incurred by Gold Corporation as a result of an incorrect number of shares being delivered will be borne by the investor. Gold Corporation may decline to approve the Application for any reason. In addition, the delivery of Physical Gold in exchange for shares shall be suspended in the event Gold Corporation resigns as Custodial Sponsor or is otherwise unable or unwilling to accept applications from investors to take delivery of Physical Gold.
Termination Events	The Trustee will terminate and liquidate the Trust if any of the following events occurs:

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●     the Trustee is notified that the shares are delisted from NYSE Arca and are not approved for listing on another national securities exchange within five business days of their delisting; 

●     Investors acting in respect of at least 75% of the outstanding shares notify the Trustee that they elect to terminate the Trust; 

●     60 days have elapsed since the Trustee notified the Sponsors of the Trustee’s election to resign or since the Sponsors removed the Trustee, and a successor trustee has not been appointed and accepted its appointment; 

●     the SEC determines that the Trust is an investment company under the 1940 Act, and the Trustee has actual knowledge of that determination; 

●     the Commodity Futures Trading Commission (CFTC) determines that the Trust is a commodity pool under the Commodity Exchange Act of 1936, as amended (Commodity Exchange Act), and the Trustee has actual knowledge of that determination; 

●     the Trust fails to qualify for treatment, or ceases to be treated, as a “grantor trust” for federal tax purposes, and the Trustee receives notice from the Sponsors that the Sponsors have determined that, because of that tax treatment or change in tax treatment, the termination of the Trust is advisable; 

●     the Trustee receives notice from the Sponsors of their joint agreement to terminate the Trust; 

●     60 days have elapsed since DTC or another depository has ceased to act as depository with respect to the shares, and the Sponsors have not identified another depository that is willing to act in such capacity; or 

●     if the law governing the Trust limits the maximum period during which the Trust may continue, upon the expiration of 21 years after the death of the last survivor of all of the descendants of Elizabeth II, Queen of England, living on the date of the Trust Agreement. 

If the Administrative Sponsor fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties required to be undertaken or performed by it, and such failure or incapacity is not cured within 30 days following receipt of notice from the Trustee or the Custodial Sponsor of such failure or incapacity, or if the Administrative Sponsor is adjudged bankrupt or insolvent, or a receiver of the Administrative Sponsor or of its property is appointed, or if a trustee or liquidator or any public officer takes charge or control of the Administrative Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor shall be deemed conclusively to have resigned, in which case the other Sponsor or, if there is no other Sponsor, the Trustee may (i) appoint a successor Administrative Sponsor to assume the duties and obligations of the Administrative Sponsor or (ii) terminate and liquidate the Trust.

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If the Custodial Sponsor wishes to resign as Custodial Sponsor, or otherwise fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties required to be undertaken or performed by it, including a failure to perform its functions as Custodian, and such failure or incapacity is not cured within 30 days following receipt of notice from the Administrative Sponsor of such failure or incapacity, or if the Custodial Sponsor is adjudged bankrupt or insolvent, or a receiver of the Custodial Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Custodial Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor, or in the event there is no Administrative Sponsor, the Trustee, may, among other actions, (i) with the prior written consent of the Custodial Sponsor, appoint a successor Custodial Sponsor and Custodian to assume the duties and obligations of the Custodial Sponsor and Custodian, or (ii) terminate and liquidate the Trust. 

For 60 days following the termination of the Trust, the Trust will continue to redeem Baskets tendered by Authorized Participants. Thereafter, the Trustee will sell gold and, after paying or making provision for the Trust’s liabilities, distribute the proceeds to investors surrendering shares. See “Description of the Trust - Termination of the Trust.” 

Authorized Participants

Authorized Participants may create and redeem Baskets.  Each Authorized Participant must: (1) be a registered broker-dealer or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions; (2) be a participant in DTC; and (3) have entered into an agreement with the Trustee and the Administrative Sponsor (the Authorized Participant Agreement). The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets. The Authorized Participant Agreement also includes procedures for the delivery of gold to the Trust in connection with creations and the delivery of gold to Authorized Participants in connection with redemptions. A list of the current Authorized Participants can be obtained from the Trustee or the Administrative Sponsor.

Clearance and settlement

The shares are issued in book-entry form only. The shares will be evidenced by one or more global certificates that the Trustee will issue to DTC. Transactions in shares clear through the facilities of DTC. Investors may hold their shares through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC.

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RISK FACTORS

Before making an investment decision, you should consider carefully the risks described below, as well as the other information included in this Prospectus.

The Value of Your Shares is Directly Related to the Price of Gold

The value of your shares fluctuates based upon the price of the gold held by the Trust. Fluctuations in the price of gold could materially adversely affect your investment in the shares. This creates the potential for losses, regardless of the period of time that you hold the shares.

The shares are intended to track the performance of the price of gold. The value of the shares relates directly to the value of the gold owned by the Trust. Therefore, the value of the shares will fluctuate with the price of gold. The Trust does not actively manage the gold it holds and does not use any hedging techniques to attempt to reduce the risk of losses resulting from price decreases. The price of gold has fluctuated widely over the past several years. This exposes your investment in shares to potential losses. Several factors may affect the price of gold and, as a result, the value of the shares, including the following:

● Global supply and demand, which is influenced by factors including: (1) forward selling by gold producers; (2) purchases made by gold producers to unwind gold hedge positions; (3) central bank purchases and sales; (4) production and cost levels in major gold-producing countries; and (5) new production projects;

● Investors’ expectations regarding future inflation rates;

● Currency exchange rate volatility;

● Interest rate volatility; and

● Unexpected political, economic, global or regional incidents.

Investors should be advised that there is no assurance that gold will maintain its long-term value in terms of U.S. dollar value in the future. In the event that the price of gold declines, the value of an investment in the shares is expected to decline proportionately.

There is No Guarantee that the High Trading Price of Gold Will be Sustained

The international gold market has experienced historically high trading prices in recent years. Because there can be no assurance that this historically high trading price of gold will be sustained, there could be significant decreases in the value of net assets and the Net Asset Value of the Trust.

Prices in the international gold market have reached historically high levels in recent years. The price of Physical Gold going forward and, in turn, the future value of net assets of the Trust, may be dependent upon factors that include global gold supply and demand, investors’ inflation expectations, exchange rate volatility and interest rate volatility. An adverse development with regard to one or more of these, or other factors may lead to a decrease in gold bullion currency trading prices. In addition, the possibility of large scale distress sales of gold in times of financial crisis may negatively impact the price of gold. A decline in prices of gold would decrease the value of net assets and the Net Asset Value of the Trust.

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Sales of Gold in the Market Could Adversely Affect the Shares

Substantial sales of gold by central banks, governmental agencies and multi-lateral institutions could adversely affect an investment in the shares.

Central banks, other governmental agencies and multi-lateral institutions buy, sell and hold gold as part of their reserve assets. This market sector holds a significant amount of gold, some of which is static, meaning that it is held in vaults and is not bought, sold, leased or swapped or otherwise available in the open market. Several central banks and multi-lateral institutions have sold portions of their gold reserves in recent years, with the result being that this sector, taken as a whole, has been a net supplier of gold to the open market. In the event that future economic, political or social conditions or pressures require members of this sector to liquidate their gold assets all at once or in an uncoordinated manner, the demand for gold may not be sufficient to accommodate the sudden increase in the supply of gold to the market. Consequently, the price of gold may decline which may adversely affect an investment in the shares.

An Investment in the Trust may be More Volatile than an Investment in a Diversified Portfolio

Because the Trust invests only in gold, an investment in the Trust may be more volatile than an investment in a more broadly diversified portfolio.

The Trust invests only in gold. As a result, the Trust’s holdings are not diversified. Accordingly, the Trust’s Net Asset Value may be more volatile than another investment vehicle with a more broadly diversified portfolio and may fluctuate substantially over time. The price of gold can be volatile because gold is comparatively less liquid than other commodities. Fluctuations in the price of gold are expected to have a direct impact on the value of the shares.

An investment in the Trust may be deemed speculative and is not intended as a complete investment program. An investment in shares should be considered only by persons financially able to maintain their investment and who can bear the risk of loss associated with an investment in the Trust. Investors should review closely the objectives and strategy and redemption provisions of the Trust, as discussed herein and familiarize themselves with the risks associated with an investment in the Trust.

The Shares May Trade at a Discount or a Premium

Trust shares may trade at Net Asset Value or at a price that is above or below Net Asset Value. Any discount or premium in the trading price relative to the Net Asset Value per share may widen as a result of the different trading hours of NYSE Arca and other exchanges.

Trust shares may trade at, above or below the Net Asset Value per share. The Net Asset Value per share will fluctuate with changes in the market value of the gold owned by the Trust. The trading price of the shares will fluctuate with changes in the Net Asset Value per share as well as market supply and demand. The amount of the discount or premium in the trading price relative to the Net Asset Value per share may be influenced by non-concurrent trading hours between the NYSE Arca and major gold markets. While the shares will trade on the NYSE Arca until 4:00 PM New York time, liquidity in the market for gold may be reduced after the close of the major world gold markets, including London. As a result, during this time, trading spreads and the resulting discount or premium on the shares may widen.

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There May Not be an Active Trading Market for the Shares

The lack of an active trading market for the shares may result in losses on your investment at the time of disposition of your shares.

Prior to the initiation of this offering in [Date], there has been no market for the shares. Although shares are listed for trading on NYSE Arca, there can be no assurance that an active trading market for the shares will develop or be maintained. If an active public market for the shares does not develop or continue, the market prices and liquidity of the shares may be adversely affected. If you need to sell your shares at a time when no active market for them exists, the absence of an active market will most likely adversely affect the price you receive for your shares (assuming you are able to sell them).

The Trust May Suspend Redemptions of Baskets by Authorized Participants, Which Could Affect the Market Price of the Shares

There may be situations where the Trust suspends redemptions of Baskets by Authorized Participants. To the extent the value of gold declines, these delays may result in a decrease in the value of the gold received upon redemption by an Authorized Participant, as well as a reduction in liquidity for all investors in the secondary market.

Although shares are redeemable by Authorized Participants in exchange for the underlying amount of gold, redemptions by Authorized Participants may be suspended during any period while regular trading on NYSE Arca is suspended or restricted, in which an emergency exists that makes it reasonably impracticable to deliver, dispose of, or evaluate gold, or for such other period as the Sponsors determine to be necessary for protection of registered owners of shares. If any of these events occurs at the time of a redemption by an Authorized Participant, and the price of gold decreases before the redemption occurs, an Authorized Participant will sustain a loss with respect to the amount that it would have been able to obtain in exchange for the gold received from the Trust upon the redemption of its shares, had the redemption taken place when it was originally intended to occur. As a consequence, Authorized Participants may reduce their trading in shares during periods of suspension, decreasing the number of potential buyers of shares in the secondary market and the price an investor may receive upon sale.

Gold Corporation May Suspend or Reject the Exchange of Shares for Physical Gold, Which Could Affect the Market Price of the Shares

There may be situations where Gold Corporation suspends or rejects the exchange of shares for Physical Gold. To the extent the value of gold declines, these delays may result in a decrease in the value of the Physical Gold received by an investor, as well as a reduction in liquidity for all investors in the secondary market.

The exchange of shares for Physical Gold may be suspended or rejected by Gold Corporation during any period while regular trading on NYSE Arca is suspended or restricted, in which an emergency exists that makes it reasonably impracticable to deliver, dispose of, or evaluate gold, or for such other period as Gold Corporation may deem necessary or advisable including due to the inability to transport gold or the lack of liquidity in the market. In addition, Gold Corporation shall reject the delivery of shares by an investor (1) if the number of shares delivered does not correspond to the number of shares specified in the Application provided to the investor based upon its discussion with Gold Corporation or are not delivered on the designated Share Submission Day, or (2) if the delivered shares are not accompanied by proper instructions or by an approved Application. Additionally, Gold Corporation may decline to approve an Application for any reason. The delivery of Physical Gold in exchange for shares shall be suspended in the event Gold Corporation resigns as the Custodial Sponsor or if Gold Corporation is otherwise unable or unwilling to accept applications from investors to take delivery of Physical Gold. If any of these events occurs at the time that an Application has been received, and the price of gold decreases before the Application is processed, an investor will sustain a loss with respect to the amount of Physical Gold that it would have been able to obtain in connection with the exchange of the investor’s shares, had the exchange taken place when it was originally intended to occur. In addition, there may be a reduction in the trading of shares during periods of suspension, decreasing the number of potential buyers of shares in the secondary market and the price an investor may receive upon sale.

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The Withdrawal of an Authorized Participant and Substantial Redemptions by Authorized Participants May affect the Liquidity of the Shares

The liquidity of the shares also may be affected by substantial redemptions by Authorized Participants related to or independent of the withdrawal from participation of Authorized Participants.

In the event that there are substantial redemptions of shares or one or more Authorized Participants with a substantial interest in the shares withdraws from participation, the liquidity of the shares will likely decrease which could adversely affect the market price of the shares and result in your incurring a loss on your investment.

Other Investment Vehicles May Cause a Decline in the Price of Gold

The price of gold may be affected by the sale of ETVs tracking gold markets, which could negatively affect gold prices and the price and Net Asset Value of the shares.

To the extent existing exchange traded vehicles (ETVs) tracking gold markets represent a significant proportion of demand for gold, large redemptions of the securities of these ETVs could negatively affect gold prices and the price and Net Asset Value of the shares.

Governmental Actions May Affect the Price of Gold

Future governmental decisions may have significant impact on the price of gold, which may result in a significant decrease or increase in the value of the net assets and the Net Asset Value of the Trust.

Generally, gold prices reflect the supply and demand of available gold. Governmental decisions, such as the executive order issued by the President of the United States in 1933 requiring all persons in the United States to deliver gold to the Federal Reserve or the abandonment of the gold standard by the United States in 1971, have been viewed as having significant impact on the supply and demand of gold and the price of gold. Future governmental decisions may have an impact on the price of gold, and may result in a significant decrease or increase in the value of the net assets and the Net Asset Value of the Trust.

Factors that May Cause a Decline in the Price of Gold

Several factors may have the effect of causing a decline in the prices of gold and a corresponding decline in the price of shares, including:

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● A significant increase in gold hedging activity by gold producers. Should there be an increase in the level of hedge activity of gold producing companies, it could cause a decline in world gold prices, adversely affecting the price of the shares.

● A significant change in the attitude of speculators and investors towards gold. Should the speculative community take a negative view towards gold, it could cause a decline in world gold prices, negatively impacting the price of the shares.

● A widening of interest rate differentials between the cost of money and the cost of gold could negatively affect the price of gold which, in turn, could negatively affect the price of the shares.

● A combination of rising money interest rates and a continuation of the current low cost of borrowing gold could improve the economics of selling gold forward. This could result in an increase in hedging by gold mining companies and short selling by speculative interests, which would negatively affect the price of gold. Under such circumstances, the price of the shares would be similarly affected.

Loss of or Damage to the Trust’s Gold

Gold owned by the Trust may be subject to loss, damage, theft or restriction on access.

There is a risk that part or all of the Trust’s gold could be lost, damaged or stolen. Access to the Trust’s gold could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). Any of these events may adversely affect the operations of the Trust and, consequently, an investment in the shares.

Although the Trust does not insure gold held by the Custodian, the Custodian’s obligations in relation to gold owned by the Trust and held in safekeeping by the Custodian are subject to the Government Guarantee in the event the Gold is lost, damaged, or stolen. The Custodian also has comprehensive insurance in place to cover the risks of holding Gold. In such instances, if the Custodian is unable to satisfy any claims against it (including through any insurance arrangements in place), the Trust will need to rely on the Government of Western Australia’s ability to satisfy the obligations of the Custodian that are subject to the Government Guarantee. If the Trust’s gold is lost, damaged, stolen or destroyed under circumstances rendering the Government of Western Australia liable to the Trust under the terms of the Government Guarantee, it is possible that, in certain instances, the Government of Western Australia may not be able to satisfy the Trust’s claim. Moreover, losses due to nuclear accidents, terrorism, riots, acts of God, insurrections, strikes and similar causes beyond the control of the Custodian and for which the Custodian would not be liable may be sustained by the Trust.

Any loss of gold owned by the Trust that is not recovered will result in a corresponding loss in the Net Asset Value and it is reasonable to expect that such loss will also result in a decrease in the value at which the shares are traded on NYSE Arca.

Operational Problems May Cause a Decline in the Trading Price of the Shares

The value of the shares could decline if unanticipated operational or trading problems arise.

There may be unanticipated problems or issues with respect to the mechanics of the Trust’s operations and the trading of the shares that could have a material adverse effect on an investment in the shares. In addition, to the extent that unanticipated operational or trading problems or issues arise, a Sponsor’s past experience and qualifications may not be suitable for solving these problems or issues.

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Delivery of Physical Gold to Investors Taking Delivery of Physical Gold for their Shares May Take Considerable Time

Gold Corporation will deliver Physical Gold to investors in exchange for their shares in accordance with an approved Application. A delay in the delivery of Physical Gold to investors could result in losses if the price of gold declines.

Gold Corporation, for an investor as customer, shall arrange for the delivery of Physical Gold to investors in exchange for their shares. After an investor irrevocably submits shares to exchange for Physical Gold, Gold Corporation will deliver Physical Gold to the investor. Because delivery time depends on many factors, including the types of Physical Gold requested and the delivery method chosen, considerable time may elapse by the time investors receive their Physical Gold. Further, because shipments of Physical Gold may be broken down in to multiple smaller shipments, it may take additional time for an investor to receive all of the requested Physical Gold. See “Taking Delivery of Physical Gold.” A delay in the delivery of Physical Gold to investors could result in losses if the price of gold declines.

Maximum 28% Long-Term Capital Gains Tax Rate for U.S. Investors Who or That Are Individuals, Estates or Trusts

If a U.S. investor who or that is an individual, estate or trust (each referred to in this paragraph and the next paragraph as an “individual”) sells or exchanges shares held for more than a year in a taxable exchange, any gain recognized on the sale or exchange generally will be subject to federal income tax at a maximum rate of 28% rather than the lower maximum rates applicable to most other long-term capital gains an individual recognizes.

Gains recognized by an individual from the sale of “collectibles,” which term includes gold, held for more than one year are subject to federal income tax at a maximum rate of 28% rather than the lower 20% maximum rate applicable to most other long-term capital gains recognized by individuals.

For these purposes, gain an individual recognizes on the sale of an interest in a “grantor trust” that holds collectibles (such as the Trust) is treated as gain recognized on the sale of the collectibles, to the extent the gain is attributable to unrealized appreciation in value of the collectibles. Therefore, any gain recognized by an individual U.S. investor attributable to a sale or exchange of shares held for more than one year in a taxable exchange, or attributable to the Trust’s sale of any gold that the investor is treated (through his, her or its ownership of shares) as having held for more than one year, generally will be subject to federal income tax at a maximum rate of 28%. The tax rates for capital gains recognized on the sale of assets held by an individual U.S. investor for one year or less, or by a taxpayer other than an individual, are generally the same as those at which ordinary income is taxed.

The Trust cannot make any assurances that the purchase of shares by an IRA or a Tax-Qualified Account will not constitute the acquisition of a collectible or be treated as a taxable distribution to the IRA owner or plan participant under Code section 408(m). In particular, if a redemption of shares results in the delivery of gold to an IRA or Tax-Qualified Account, it is expected that such distribution would constitute the acquisition of a collectible to the extent provided under that section. See also “Federal Income Tax Consequences.”

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Tax Consequences of investing in a Grantor Trust

An investor will be treated, for federal tax purposes, as if it directly owns a pro rata share of the Trust’s assets and directly receives that share of any Trust income and incurs that share of the Trust’s expenses.

As a grantor trust, investors in the Trust will be treated as if they directly received their respective pro rata share of the Trust’s income, if any, even though investors should not expect any cash distributions from the Trust. The character of this income will be determined on the basis of the particular circumstances of each investor. For example, if the Trust sells gold to generate cash to pay its fees or expenses, an investor will recognize gain or loss depending on the particular circumstances of such investor. In addition, the transfer of gold to a Sponsor as payment of the fee to a Sponsor and/or reimbursement of the Trust’s expenses and/or liabilities will be treated as a taxable exchange of the gold by the Trust, and thus will also constitute a taxable event for investors. For further discussion and special rules which may affect non-U.S. Investors, see “Federal Income Tax Consequences” below.

Tax Consequences of Taking Physical Gold in Exchange of Shares (Other Than in Redemption Through an Authorized Participant)

An investor will be treated, for federal tax purposes, as if it directly owns a pro rata share of the Trust’s assets which is Physical Gold. If an investor delivers some or all of its shares in an exchange with the Gold Corporation for gold that contains the equivalent metallic content (including coins, cast bars and minted bars of the same fineness and purity) as the gold held by the Trust, such exchange is not expected to be a taxable event for the investor. However, investors should be aware that neither U.S. federal income tax law nor administrative guidance specifically address the tax consequences of an exchange of shares of a grantor trust such as the Trust, for physical gold not held by the Trust. Although the Trust expects that an exchange of Trust shares for Physical Gold from the Gold Corporation’s own account is not a taxable exchange, investors should consult their own tax advisors as to the specific tax consequences in their particular circumstances. For further discussion and special rules which may affect Investors, see “Federal Income Tax Consequences” below.

The Creation and Redemption Process May Result in a Decline in the Price of Shares

If the process of creation and redemption of Baskets encounters any unanticipated difficulties, the possibility for arbitrage transactions intended to keep the price of the shares closely linked to the price of gold may not exist and, as a result, the price of the shares may fall.

If the processes of creation and redemption of shares by Authorized Participants (which depend on timely transfers of gold to and by the Custodian) encounter any unanticipated difficulties, potential market participants who would otherwise be willing to purchase or redeem Baskets to take advantage of any arbitrage opportunity arising from discrepancies between the price of the shares and the price of the underlying gold may not take the risk that, as a result of those difficulties, they may not be able to realize the profit they expect. If this is the case, the liquidity of the shares may decline and the price of the shares may fluctuate independently of the price of gold and may fall.

Physical Gold Delivered upon Taking Delivery in Exchange for Shares May Need to be Reassayed

If an investor requests that Physical Gold be delivered to a destination that is outside the “chain of integrity,” the Physical Gold may need to be re-assayed, which could result in additional costs for the investor and potential delays in assaying the Physical Gold.

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London Bars are generally accepted by institutional gold dealers without assaying because such London Bars are produced according to strict LBMA specifications and regularly audited to ensure that specifications meet those stated. When traded exclusively among certain institutional gold dealers, London Bars are considered to remain within the “chain of integrity.” By remaining in the chain of integrity, London Bars have historically been available at the lowest transaction costs of any gold bullion because assay costs are minimized. However, a London Bar that leaves the chain of integrity may need to be re-assayed. In addition to the costs associated with assaying, there may be significant delays in assaying gold, especially during times when gold may be in high demand, due to potential backlogs.

If, upon exchanging shares for Physical Gold, an investor requests that the Physical Gold be delivered from Gold Corporation to another bank or a vault in the business of holding Physical Gold for institutional investors, the Physical Gold may continue to be accepted for trading without being re-assayed while in the custody of that institution.

If an investor instructs that London Bars be delivered to a destination other than an institutional gold dealer, the London Bars delivered to the investor may no longer be deemed part of the chain of integrity. This may make a future sale of such gold more difficult and expensive. In addition, the value of any London Bars that have left the chain of integrity are likely to be at a discount from the spot price of gold.

Physical gold other than London Bars also may need to be re-assayed should they leave Gold Corporation. For example, 1 (one) and 10 (ten) ounce bars may be accepted by some dealers without re-assaying should the bars appear in excellent condition and/or remain in the mint’s original packaging. However, investors should be aware that dealers may charge a fee to re-assay any bar for any reason.

Limited Investor Rights

As an investor, you will not have the rights normally associated with ownership of shares of other types of investment vehicles. For example, you will have extremely limited voting rights in comparison to those of shareholders in traditional operating companies.

The Trust is a passive investment vehicle with no management and no board of directors. Thus, the shares are not entitled to the same rights as shares issued by a corporation operating a business enterprise with management and a board of directors. By acquiring shares, you are not acquiring the right to elect directors, to vote on certain matters regarding the issuer of your shares or to take other actions normally associated with the ownership of shares, such as the right to bring “oppression” or “derivative” actions. You will only have the extremely limited rights described under “Description of the Shares.”

Absence of 1940 Act and Commodity Exchange Act Protections

Investors will not have the protections normally associated with ownership of shares in an investment company registered under the 1940 Act or the protections afforded by the Commodity Exchange Act.

The Trust is not registered as an investment company under the 1940 Act and is not required to register thereunder. Consequently, investors do not have the regulatory protections provided to investors in investment companies. The Trust will not hold or trade in commodity futures contracts regulated by the Commodity Exchange Act, as administered by the CFTC. Furthermore, the Trust is not a commodity pool for purposes of the Commodity Exchange Act, and neither the Sponsors nor the Trustee are subject to regulation by the CFTC as commodity pool operators, or commodity trading advisors, in connection with the shares. Therefore, investors will not have the regulatory protections provided to investors in instruments or commodity pools regulated by the Commodity Exchange Act.

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Termination and Liquidation May Be Required

The Trust may be required to terminate and liquidate at a time that is disadvantageous to investors.

If the Trust is required to terminate and liquidate, such termination and liquidation could occur at a time which is disadvantageous to investors, such as when gold prices are lower than the gold prices at the time when investors purchased their shares. In such a case, the Trust’s gold may be sold as part of the Trust’s liquidation and the resulting proceeds distributed to investors will be less than if gold prices were higher at the time of the sale. See “Description of the Trust - Termination of the Trust” for more information about the termination of the Trust, including when the termination of the Trust may be triggered by events outside the direct control of the Sponsors, the Trustee or the investors and the option of taking delivery of gold.

It May Be Difficult for the Trust to Seek Legal Redress Against the Custodian

Although the relationship between the Custodian and the Trustee concerning the custody of the Trust’s gold is expressly governed by U.K. law, a court hearing any legal dispute concerning that arrangement may disregard that choice of law and apply U.S. law, in which case the ability of the Trust to seek legal redress against the Custodian may be frustrated.

The obligations of the Custodian under the Custody Agreement are governed by U.K. law. The Trust is a New York common law trust. Any United States, New York or other court situated in the United States may have difficulty interpreting U.K. law (which, insofar as it relates to custody arrangements, is largely derived from court rulings rather than statute), London Bullion Market Association (LBMA) rules or the customs and practices in the London custody market. It may be difficult or impossible for the Trust to sue the Custodian in a United States, New York or other court situated in the United States. In addition, it may be difficult, time consuming and/or expensive for the Trust to enforce in a foreign court a judgment rendered by a United States, New York or other court situated in the United States.

Investors Do Not have the Right to Assert a Claim Against the Custodian

Investors and Authorized Participants lack the right under the Custody Agreement to assert claims directly against the Custodian, which significantly limits their options for recourse.

Neither the investors nor any Authorized Participant will have a right under the Custody Agreement to assert a claim of the Trustee against the Custodian. Claims under the Custody Agreement may only be asserted by the Trustee on behalf of the Trust.

A Failure by the Custodian to Exercise Due Care with Respect to Gold Could Result in a Loss to the Trust

The Trust will rely on the Custodian for the safekeeping of essentially all of the Trust’s gold. As a result, failure by the Custodian to exercise due care in the safekeeping of the Trust’s gold could result in a loss to the Trust.

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The Trust will be reliant on the Custodian for the safekeeping of essentially all of the Trust’s gold. The Trustee is not liable for the acts or omissions of the Custodian. The Trustee has no obligation to monitor the activities of the Custodian other than to receive and review reports prepared by the Custodian pursuant to the Custody Agreement. In addition, the ability of the Administrative Sponsor to monitor the performance of the Custodian may be limited because under the Custody Agreement the Trustee and the Administrative Sponsor and any accountants or other inspectors selected by the Administrative Sponsor have only limited rights to visit the premises of the Custodian for the purpose of examining the Trust’s gold and certain related records maintained by the Custodian. As a result of the above, any failure by the Custodian to exercise due care in the safekeeping of the Trust’s gold may not be detectable or controllable by the Trustee and could result in a loss to the Trust. However, the Trust would have the ability to file a claim to recover any such loss from the government of Western Australia under the terms of the Government Guarantee.

The Trust Would Be An Unsecured Creditor of the Custodian in the Event of Insolvency

If the Custodian becomes insolvent, its assets, and the assets of the Government of Western Australia under the Government Guarantee, may not be adequate to satisfy a claim by the Trust or any Authorized Participant.

In the event the Custodian becomes insolvent, the Custodian’s assets might not be adequate to satisfy a claim by the Trust or the Authorized Participant for the amount of gold held in their respective unallocated gold accounts. Although gold held by the Custodian for the benefit of the Trust, and all moneys payable by the Custodian, is subject to the Government Guarantee, there is also a risk that, in certain instances, Government of Western Australia may not be able to satisfy the Government Guarantee. However, Standard & Poor’s Rating Services (S&P) has assigned the Government of Western Australia a long-term credit rating of AA+ (meaning that Western Australia’s capacity to meet its financial commitment on a long-term obligation has been assessed by S&P to be very strong) and a short-term credit rating of A1+ (meaning that Western Australia’s capacity to meet its financial commitment on a short-term obligation has been assessed by S&P to be extremely strong).

Baskets May Be Issued for More or Less Gold than Required

In issuing Baskets, the Trustee will rely on certain information received from the Custodian which is subject to confirmation after the Trustee has relied on the information. If such information turns out to be incorrect, Baskets may be issued in exchange for an amount of gold that is more or less than the amount of gold required to be deposited with the Trust.

The Custodian’s definitive records are prepared after the close of its business day. However, when issuing Baskets, the Trustee will rely on information reporting the amount of gold credited to the Trust’s accounts that it receives from the Custodian during the business day and which is subject to correction during the preparation of the Custodian’s definitive records after the close of business. If the information relied upon by the Trustee is incorrect, the amount of gold actually received by the Trust may be more or less than the amount required to be deposited for the issuance of Baskets.

Payment of the Custodial Sponsor Fee in Gold and the Sale of Gold by the Trust May Cause a Decline in the Value of the Shares

The amount of gold represented by each share will decrease when the Custodial Sponsor Fee is paid in gold and when the Trustee sells the Trust’s gold to pay Trust expenses (in the unlikely event that Trust expenses are paid by the Trust directly). Without increases in the price of gold sufficient to compensate for that decrease, the price of the shares will also decline and you will lose money on your investment in shares.

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Although the Custodial Sponsor has agreed to assume organizational, ordinary administrative and marketing expenses incurred by the Trust, not all Trust expenses will be assumed by the Custodial Sponsor. For example, most taxes and other governmental charges that may be imposed on the Trust’s property will not be paid by the Custodial Sponsor. As part of its agreement to assume some of the Trust’s ordinary administrative expenses, the Custodial Sponsor has agreed to pay routine legal fees and expenses of the Trust.

The Custodial Sponsor intends to accept gold for the Custodial Sponsor Fee and reimbursement of expenses not assumed by the Custodial Sponsor. However, the Trust may be subject to certain other liabilities (for example, as a result of litigation) which have not been assumed by a Sponsor. The Trust will sell gold to pay those expenses, unless a Sponsor agrees to pay such expenses out of its own pocket and receive reimbursement from the Trust.

To the extent the Trust pays the Custodial Sponsor Fee in gold or sells gold to cover expenses or liabilities, the amount of gold represented by each share will decrease. New deposits of gold, received in exchange for new shares issued by the Trust, would not reverse this trend. A decrease in the amount of gold represented by each share results in a decrease in the price of a share even if the price of gold has not changed. To retain the share’s original price, the price of gold would have to increase. Without that increase, the lesser amount of gold represented by the share will have a correspondingly lower price. If these increases do not occur, or are not sufficient to counter the lesser amount of gold represented by each share, you will sustain losses on your investment in shares. For example, assuming the Trust has not incurred fees or expenses in excess of the amount the Custodial Sponsor has agreed to bear and the shares trade at the same price as the Trust’s Net Asset Value, the price of the gold represented by your shares would need to increase by the amount of the Custodial Sponsor Fee between the date of your purchase and one year later so that your shares would have the same value on both dates, not including any transaction costs you may incur to purchase your shares. The Custodial Sponsor Fee is currently [____]% of the Net Asset Value of the Trust. As such, the value of the gold represented by a share would need to increase by at least [_____]% at the end of the first year to equal the share’s initial selling price.

Any Indemnification that the Trust is Required to Pay May Adversely Affect the Value of the Shares

The value of the shares will be adversely affected if the Trust is required to indemnify the Sponsors, the Trustee or the Custodian as contemplated in the Trust Agreement and the Custody Agreement.

Under the Trust Agreement, each of the Sponsors and the Trustee has a right to be indemnified from the Trust for any liability or expense it incurs without gross negligence, bad faith, willful misconduct or willful malfeasance on its part or reckless disregard of its obligations under the Trust Agreement. Similarly, the Custody Agreement provides for indemnification of the Custodian by the Trust under certain circumstances. That means that it may be necessary to sell assets of the Trust to cover losses or liability suffered by a Sponsor, the Trustee or the Custodian. Any sale of that kind would reduce the Net Asset Value of the Trust and the value of the shares.

USE OF PROCEEDS

Proceeds received by the Trust from the issuance and sale of Baskets consist of gold deposits. Such deposits are held by the Custodian on behalf of the Trust until (1) distributed to Authorized Participants in connection with redemptions of Baskets, (2) transferred to pay the Custodial Sponsor Fee or (3) sold to pay Trust expenses and liabilities not assumed by the Custodial Sponsor. See “Description of the Trust-Trust Expenses.”

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THE GOLD INDUSTRY

Gold Supply and Demand

Two unique qualities of gold set it apart from other commodities: (i) gold (whether coin, jewelry or bullion) can be stored in a vault at low cost and not deteriorate; and (ii) gold can be used as a store of value. The table below summarizes the world gold supply and demand from 2010-2016 and is based on information reported by Thomson Reuters GFMS and the World Gold Council.

Gold supply and demand (Tonnes)
	2010	2011	2012	2013	2014	2015	2016
Supply
Mine production	2,745	2,846	2,917	3,076	3,155	3,233	3,236
Net producer hedging	(109)	23	(45)	(28)	105	13	26
Recycled gold	1,683	1,667	1,684	1,263	1,191	1,117	1,309
Total supply	4,319	4,536	4,556	4,311	4,451	4,363	4,571
Demand
Fabrication:
Jewelry	2,040	2,085	2,121	2,701	2,499	2,429	1,982
Technology	460	429	381	356	349	332	322
Sub-total above fabrication	2,501	2,513	2,503	3,057	2,848	2,761	2,304
Total bar & coin demand	1,203	1,496	1,300	1,707	1,040	1,047	1,029
ETFs & similar products	421	239	307	(916)	(184)	(128)	532
Central bank & other inst.	79	481	569	624	584	577	384
Gold demand (fabrication basis)	4,204	4,728	4,679	4,473	4,288	4,256	4,249
Surplus/Deficit	115	(192)	(123)	(161)	164	107	322
LBMA Gold Price (US$/oz)	1224.52	1571.52	1668.98	1411.23	1266.4	1160.06	1250.8

Source: Metals Focus; GFMS, Thomson Reuters; ICE Benchmark Administration; World Gold Council 

Totals may not add due to independent rounding. Net producer hedging is the change in the physical market impact of mining companies’ gold loans, forwards and options positions.

The following facts about the international gold market are illustrated by the above table:

● Over the past seven years, new mine production of gold has experienced an average rise of approximately 2.8% per annum. Since 2013, mine production has accounted for more than 70% of total supply.

● At its peak in 2012, recycled gold volumes accounted for nearly 37% of gold supply but has since fallen significantly, accounting for just 29% of supply in 2016.

● Jewelry is clearly the greatest source of demand. Jewelry’s contribution to demand had been declining from a peak of around 60% in 2013 to 47% in 2016. The year 2016 saw a 7-year low for jewelry demand. Rising prices for much of the year, regulatory and fiscal hurdles in India and China’s softening economy were key reasons for weakness in the sector.

● Technology driven demand for gold has been declining slightly, averaging 9% of the total.

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● Investment demand for gold has fallen from a peak of 38% in 2013 to 24% in 2016.

● In 2016, central bank & other institutional demand was the lowest since 2010. Overall, net purchases (383.6 tonnes) were 33% lower than 2015, due in part to increased pressure on foreign exchange reserves. Despite this, 2016 was the 7th consecutive year of net purchases by central banks.

● 2016 was the second best year for ETFs on record. Global demand for gold-backed ETFs and similar products was 531.9 tonnes - the highest since 2009.

From its original use in jewelry and decorative arts to its later role as a standard trading medium and storage of value, gold has been instrumental in the historical development of the world’s economies and exchange systems. Today, gold remains a key component of many countries’ official reserves and has retained its importance within jewelry making. Along with its aesthetic attributes and scarcity, gold exhibits desirable physical characteristics as a trading medium: great malleability and durability. Gold is an easy metal to work with - it is often discovered in a virtually pure and workable state, making it easy to be melted, processed, and formed into standardized shapes. As a unit of value, gold therefore displays high levels of portability and measurability. Moreover, as compared to other perishable commodities that have historically been used as mediums of exchange (i.e., cattle, furs and tobacco), gold is much more durable; in addition to its malleability, gold is resistant to corrosion and tarnish, allowing gold to retain an intrinsically stable value.

Historical Price of Gold

The price of gold is volatile and its fluctuations are expected to have a direct impact on the value of the Trust’s price per share. However, movements in the price of gold in the past, and any past or present trends, are not a reliable indicator of future movements.

Movements in the price of gold may be influenced by various factors, including economic concerns, announcements from central banks regarding a country’s reserve gold holdings, fluctuations in the value of the U.S. dollar and global political uncertainty.

The following chart illustrates the changes in the price of gold in U.S. dollars per ounce over the period from March 1992 through March 2017. The price of gold in the chart is based on the London AM Gold Fix and the LBMA Gold Price AM. The LBMA Gold Price replaced the previously established London Gold Fix on March 20, 2015.

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Source: LBMA

Allocated and Unallocated Gold

Allocated gold is stored in a vault under a custody arrangement, and the individual bars are the property of the owner. An allocated gold account is evidence that uniquely identifiable gold has been “allocated” to the customer and is segregated from other metal held in the custodian’s vault. When held in this fashion, a customer has an indefeasible title to the gold held in the allocated account. An allocated account should not entail any credit risk exposure to a custodian.

Unallocated gold is also held with a custodian. However, unlike gold held in an allocated account, gold in an unallocated account does not entitle the customer to a particular gold bar and the customer’s holding is not segregated from that of other customers or the custodian. Instead, the books and records of the custodian record that the customer is entitled to a specific number of ounces of fine gold. As the gold is not segregated, the customer may have a credit risk exposure to the custodian.

Allocated and unallocated gold held by the Custodian for the benefit of the Trust is held by the Custodian and covered by the Government Guarantee, which provides that the payment of the cash equivalent of gold due, payable and deliverable by the Custodian under the Act and all moneys due and payable by the Custodian is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the State of Western Australia. The Government Guarantee will apply to the Trust’s allocated and unallocated gold for so long as the Custodian (or a Sub-Custodian acting on the Custodian’s behalf) holds such gold for the benefit of the Trust. In the event that gold held by the Trust is lost, damaged, or stolen and the Custodian needs to rely on the Government Guarantee to satisfy its obligations with respect to the Trust, the Custodian will purchase on the open market the required amount of gold needed to meet its obligations, which amount shall be determined by the Custodian pursuant to the terms of the Trust Agreement. The Custodian will then request funds from the Government of Western Australia to pay for the purchase (in other words, request the “cash equivalent” of gold due). In this way cash is converted into gold so that the Custodian can meet its legal delivery obligations with respect to the Trust. 

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Operation of the Gold Bullion Market

The global trade in gold consists of over-the-counter, or OTC, transactions in spot, forwards, and options and other derivatives, together with exchange-traded futures and options.

Global Over-the-Counter Market for Gold

The OTC market trades on a continuous basis and accounts for most global gold trading. Market makers and participants in the OTC market trade with each other and their clients on a principal-to-principal basis. All risks and issues of credit are between the parties directly involved in a specific transaction. The three products relevant to the LBMA are spot (S) contracts, forward (F) contracts and options (O) contracts (see http://www.lbma.org.uk/membership). A “spot contract” is a contract to buy or sell gold typically on or before two Business Days following the date of the execution of the contract. A “forward contract” is an agreement to buy or sell gold at a future date beyond the spot date at a price set at the time of the contract. An “option contract” is an agreement that conveys to the purchaser the right, but not the obligation, to buy or sell a quantity of gold at a predetermined rate during a period or at a time in the future. There are thirteen LBMA Market Makers who provide the service in one, two or all three products. Of the thirteen LBMA Market Makers, there are five Full Market Makers and eight Market Makers. The five Full Market Makers quoting prices in all three products are: Citibank N A, Goldman Sachs, HSBC Bank, JP Morgan Chase Bank and UBS. The eight LBMA Market Makers who provide two-way pricing in either one or two products are: ICBC Standard Bank (S), Merrill Lynch International (S, O), Morgan Stanley & Co International (S, O), Societe Generale (S), Standard Chartered Bank (S, O), Bank of Nova Scotia -ScotiaMocatta (S, F), Toronto-Dominion Bank (F) and BNP Paribas SA (F).

The OTC market provides a relatively flexible market in terms of quotes, price, size, destinations for delivery and other factors. Bullion dealers customize transactions to meet their clients’ requirements. The OTC market has no formal structure and no open-outcry meeting place.

The main centers of the OTC market are London, New York and Zurich. Mining companies, central banks, manufacturers of jewelry and industrial products, together with investors and speculators, tend to transact their business through one of these centers. Centers such as Dubai and several cities in the Far East also transact substantial OTC market business. Bullion dealers have offices around the world and most of the world’s major bullion dealers are either members or associate members of the LBMA.

In the OTC market, the standard size of gold trades ranges between 5,000 and 10,000 ounces. Bid-offer spreads are typically $0.50 per ounce. Transaction costs in the OTC market are negotiable between the parties and therefore vary widely, with some dealers willing to offer clients competitive prices for larger volumes, although this will vary according to the dealer, the client and market conditions. Cost indicators can be obtained from various information service providers as well as dealers.

Liquidity in the OTC market can vary from time to time during the course of the 24-hour trading day. Fluctuations in liquidity are reflected in adjustments to dealing spreads — the difference between a dealer’s “buy” and “sell” prices. The period of greatest liquidity in the gold market generally occurs at the time of day when trading in the European time zones overlaps with trading in the United States, which is when OTC market trading in London, New York and other centers coincides with futures and options trading on the COMEX.

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The London Bullion Market Association (LBMA)

The LBMA is a trade association that, among other duties, maintains and publishes “Good Delivery” lists that establish a set of criteria that a refiner and its gold must satisfy before being accepted for trading. Although the market for Physical Gold is distributed globally, most over-the-counter market trades are cleared through London. The LBMA coordinates the market for gold and acts as the principal point of contact between the market and its regulators.

A primary function of the LBMA is its involvement in the promotion of refining standards by maintenance of the “London Good Delivery Lists,” which are the lists of LBMA accredited melters and assayers of gold as well as the specifications to which a bar/ingot must adhere. The LBMA also coordinates market clearing and vaulting, and promotes good trading practices.

“Good Delivery” is a list of specifications a bar or ingot must meet to trade on the London gold markets. The standards for gold bars meeting the “London Good Delivery Lists” are published in LBMA’s “The Good Delivery Rules for Gold and Silver Bars”.

Gold is usually traded on the London market on a loco London basis. This means the gold is physically held in vaults in London or is transferred into accounts established in London. Payment upon settlement and delivery of a loco London spot trade is usually in US dollars, two business days after the trade date. Delivery of the gold is either by physical delivery or through the LBMA clearing system to an unallocated account.

Gold Trading Unit

The trading unit for gold is one fine troy ounce (“fine” meaning metal, that is, the actual gold content based on 100 per cent purity).

The conversion factors between troy ounces and metric used by the LBMA are: one troy ounce equals 31.1034768 grams and one kilogram equals 32.1507465 troy ounces.

LBMA Price Auctions

The London market provides a metal pricing service whereby the “LBMA Gold price” is intended to represent the matching of orders from customers throughout the world. The LBMA Gold price auction takes place twice daily by ICE Benchmark Administration (IBA) at 10:30 and 15:00 London time with the price set in US dollars per fine troy ounce. Under licensing arrangements introduced by the IBA the price is displayed on the LBMA’s website with a 30 minute delay.

Futures Exchanges

Although the Trust will not invest in gold futures, information about the gold futures market is relevant as such markets are a source of liquidity for the overall market for gold and impact the price of gold.

The most significant gold futures exchange is COMEX, part of the CME Group. It began to offer trading in gold futures contracts in 1974 and for most of the period since that date, it has been the largest exchange in the world for trading precious metals futures and options. TOCOM (Tokyo Commodity Exchange) is another significant futures exchange and has been trading gold since 1982. Trading on these exchanges is based on fixed delivery dates and transaction sizes for the futures and options contracts traded. Trading costs are negotiable. As a matter of practice, only a small percentage of the futures market turnover ever comes to physical delivery of the gold represented by the contracts traded. Both exchanges permit trading on margin. Margin trading can add to the speculative risk involved given the potential for margin calls if the price moves against the contract holder. Both COMEX and TOCOM operate through a central clearance system and in each case, the exchange acts as a counterparty for each member for clearing purposes.

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Over recent years China has become an important source of gold demand and its futures markets have grown. Gold futures contracts are traded on the Shanghai Gold Exchange and the Shanghai Futures Exchange.

THE PERTH MINT

Gold Corporation, the Trust’s Custodial Sponsor and Custodian, was created as a Western Australian Government statutory corporation by virtue of the Gold Corporation Act 1987 (Western Australia), and was empowered to take over the operations of the Perth Mint to mint and market gold, silver and platinum Australian legal tender coinage to investors and collectors worldwide.

For over a century, The Perth Mint has produced high purity gold and silver bullion and minted fine coins and bullion bars. The Perth Mint is owned by the Western Australian Government and operated by Gold Corporation (a Western Australian statutory corporation). The Perth Mint provides precious metal investment and storage solutions to more than 30,000 investors in over 130 countries and is a trusted supplier and trader of precious metal investment products to some of the world’s leading companies.

The Perth Mint is much more than a traditional mint. As a vertically integrated precious metals business, it offers its services throughout the entire precious metals value chain. The Perth Mint’s breadth of services and global reach means it can develop and nurture markets for precious metals. With a reputation built on more than a century of refining and minting excellence, the mark of The Perth Mint stands as a seal of quality and assurance.

Perth Mint facts:

● 100% owned by the Western Australian Government and operating under a legislated Western Australian government guarantee contained within the Gold Corporation Act 1987 (Western Australia).

● As of June 30, 2017, the State of Western Australia held the highest possible short term Standard & Poor’s credit rating of A1+.

● The only LBMA accredited gold and silver refinery in Australia.

● The Perth Mint’s investment bars are internationally acceptable and tradeable, with The Perth Mint being one of only a few global refiners accredited by all five of the world’s major gold exchanges.

● Australia is the world’s second largest producer of newly mined gold (approximately 290.5 tonnes per annum)¹ and is the world’s largest exporter of newly mined gold. The Perth Mint refined approximately 95% of Australia’s gold production in fiscal year 2016, a total of approximately 275 tonnes of gold.

● Operates the largest refinery by volume and the largest bullion vault in the southern hemisphere.

● Licensed to produce legal tender coins (16.22 million coins, medallions and minted bars sold in 2015-16).

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● The Perth Mint’s well-established Western Australian Government guaranteed Depository provides precious metals storage services to central banks, pension funds, corporate and private clients located throughout the world.

● The Perth Mint’s legal tender coins, medallions and minted bars are recognized for their quality and design.

● The Perth Mint offers a variety of gold products. Current examples of products available from the Perth Mint include London bars, 1 oz Australian bars, 1 oz Australian Kangaroos and 1 kg 99.99% bars.

1 GFMS Gold Survey 2017

BUSINESS OF THE TRUST

The activities of the Trust are limited to: (1) issuing Baskets in exchange for the gold deposited by Authorized Participants with the Custodian for safekeeping; (2) delivering gold in exchange for Baskets surrendered by Authorized Participants for redemption; and (3) transferring gold to the Custodial Sponsor to pay the Custodial Sponsor Fee and reimburse the Custodial Sponsor for expenses that the Custodial Sponsor has paid on the Trust’s behalf, and (4) selling gold as needed to pay Trust expenses not assumed by the Custodial Sponsor.

Gold Corporation (the Custodial Sponsor) and Exchange Traded Concepts, LLC (the Administrative Sponsor and, together with Custodial Sponsor, the Sponsors) are the Trust’s Sponsors; Gold Corporation also serves as the custodian of the Trust’s gold bullion; and The Bank of New York Mellon (BNYM) is the trustee of the Trust. The Trust will not be actively managed. It will not engage in any activities designed to obtain a profit from, or to ameliorate losses caused by, changes in the price of gold.

Trust Objectives

The Trust was formed on [Date] under New York State law pursuant to the Trust Agreement. The Trust’s primary objective is to provide investors with an opportunity to invest in gold through the shares. A further objective of the Trust is for the shares to reflect the performance of the price of gold less the expenses of the Trust’s operations. An investment in Physical Gold may require expensive and sometimes complicated arrangements in connection with the transportation, storing and insurance of the gold. The Trust provides investors with a convenient and cost efficient way to buy and hold gold through an exchange traded security. Further, Gold Corporation separately provides an option to take delivery of Physical Gold. Although owning shares will not be the exact equivalent of an investment in gold, such shares provide investors with an alternative that allows a level of participation in the gold market through the securities market.

The Trust’s Structure

To meet its investment objectives and provide investors with an opportunity to invest in gold through the shares and to permit Authorized Participants to take delivery of Physical Gold in exchange for their shares, the Sponsors have structured the Trust as follows:

Maintaining Allocated Gold. The Trust will hold its Physical Gold in allocated form in the Trust Allocated Metal Account with the Custodian. The Trust Allocated Metal Account will be used to hold Physical Gold deposited with the Trust. The Physical Gold is held in a segregated fashion in the name of the Trust, not commingled with other depositor funds or assets. The Trust has full title to the gold with the Custodian holding it on the Trust’s behalf. Each investor owns a pro-rata share of the Trust, and as such holds pro-rata ownership of the Trust assets, corresponding to the number of shares held. Trust holdings are identified and published on the Trust’s website showing the unique bar number, gross weight, the assay or fineness of each bar and its fine weight or debits to the holding will be effected by physical movements of bars to or from the Trust’s physical holding. The Trust’s gold holdings are subject to periodic audits.

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Minimizing the Use of Unallocated Gold. The Trust will need unallocated gold to facilitate transactions with Authorized Participants and to pay Trust expenses not assumed by the Custodial Sponsor, if any. The Custodian only will accept a delivery of gold in exchange for a Basket if it can promptly convert the gold to allocated gold. The Custodian allocates, or causes to allocate, ownership of gold to the credit of the Trust Allocated Metal Account such that no amount of gold remains to the benefit of the Trust Unallocated Metal Account at the Custodian’s close of business on each Business Day. In the event that the Custodian is unable to fully effect such allocation by such time due to reasons outside of its or its Sub-Custodian’s control, the Custodian will use reasonable efforts to cause such allocation as soon as possible. In order to ensure that all gold deposited into the Trust is fully allocated into Physical Gold, the Trust may from time to time borrow no more than 430 fine ounces from the Custodian pursuant to the terms of the Custody Agreement. Additionally, to the extent that the Custodian is permitted to substitute other Physical Gold for Physical Gold held in the Trust Allocated Metal Account pursuant to the Custody Agreement and such substitution results in the total number of Fine Ounces of Physical Gold held in the Trust Allocated Metal Account exceeding the total number of Fine Ounces of Physical Gold held in the Trust Allocated Metal Account immediately prior to such substitution, the Trust may borrow an amount of Fine Ounces equal to the amount of the excess number of Fine Ounces resulting from such substitution, with such borrowed amount of Fine Ounces to be recorded as a corresponding amount due to the Custodian in the Trust Unallocated Metal Account, in accordance with the Custody Agreement.

Minimizing Cash Holdings. The Trust is committed to minimizing the use of cash, keeping essentially all assets of the Trust in gold. To achieve this, the Custodial Sponsor is paid a fee in gold rather than cash and has agreed to assume certain of the Trust’s ordinary expenses. The Trust will not normally hold cash, or any other assets besides gold.

Government Guarantee. The Government Guarantee applies to all gold held by the Custodian or a Sub-Custodian, whether in the Trust Allocated Metal Account, the Trust Unallocated Metal Account, the GC Metal Account or in a Customer Account, for the benefit of the Trust or an investor who is Gold Corporation’s direct customer.

Transactions with Authorized Participants. By allowing Authorized Participants to directly issue and redeem Baskets with the Trust, Authorized Participants may be able to take advantage of price discrepancies between the Trust’s underlying gold holdings and the value of the shares. As a result of this incentive provided to Authorized Participants, the value of the shares may reflect the performance of the price of gold.

Easily Accessible and Relatively Cost Efficient. The shares offer an investment that is easily accessible and relatively cost efficient. Investors can access the gold market through a traditional brokerage account. The Sponsors believe that investors will be able to more effectively implement strategic and tactical asset allocation strategies that use gold by using the shares instead of using the traditional means of purchasing, trading and holding gold. Transaction costs related to the shares may also be lower than those associated with the purchase, storage and insurance of Physical Gold.

Exchange Traded and Transparent. The shares will trade on the NYSE Arca under the symbol “AAAU,” and will provide investors with an efficient means to implement various investment strategies. Upon effectiveness of the registration statement, of which this Prospectus is a part, the shares will be eligible for margin accounts. The Trust will not hold or employ any derivatives and the shares will be backed by the assets of the Trust. Furthermore, the value of the Trust’s holdings will be reported on the Trust’s website daily.

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Minimal Credit Risk. The shares represent an interest in Physical Gold owned by the Trust and held in physical custody at the Custodian. Physical gold of the Trust is not subject to borrowing arrangements with third parties. Other than the gold temporarily being held in unallocated form to facilitate the redemptions by Authorized Participants, the exchange of gold for different specifications and the payment of Trust expenses not assumed by the Custodial Sponsor, if any, the Trust’s gold is not subject to counterparty or credit risks. The gold is held in the form of Physical Gold which is allocated to the Trust Allocated Metal Account and held in the Trust’s name by the Custodian. This contrasts with other financial products that gain exposure to gold through the use of derivatives or hold unallocated gold that may be subject to counterparty and credit risks. Any gold held in an unallocated form by the Trust is covered by the Government Guarantee.

Secondary Market Trading

The shares may trade in the secondary market on the NYSE Arca at prices that are lower or higher relative to their Net Asset Value per share. The amount of the discount or premium in the trading price relative to the Net Asset Value per share may be influenced by non-concurrent trading hours between the NYSE Arca and the COMEX, London and Zurich. While the shares will trade on the NYSE Arca until 4:00 PM New York time, liquidity in the global gold market may be reduced after the close of the major world gold markets, including London, Zurich and COMEX, usually at 1:30 PM New York time. As a result, during this time, trading spreads and the resulting premium or discount on the shares may widen.

Legal Proceedings

The Trust is not aware of any existing or pending legal proceedings against it, nor is it involved as a plaintiff in any proceeding or pending litigation.

CREATION AND REDEMPTION OF SHARES BY AUTHORIZED PARTICIPANTS

The Trust issues and redeems Baskets equal to a block of 50,000 shares. The Trust issues and redeems Baskets only to Authorized Participants. The creation and redemption of Baskets will only be made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of gold represented by the Baskets being created or redeemed, the amount of which will be based on the combined Fine Ounces represented by the number of shares included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.

Orders to create and redeem Baskets may be placed only by Authorized Participants. An Authorized Participant must: (1) be a registered broker-dealer or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions, (2) be a participant in DTC, and (3) must have an agreement with the Custodian or a LBMA gold clearing bank approved by the Custodian establishing an account or have an existing account meeting the standards described herein. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Administrative Sponsor and the Trustee. The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of the gold required for such creations and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the Administrative Sponsor, without the consent of any investor or Authorized Participant. A transaction fee of $500 will be assessed on all creation and redemption transactions and paid to the Trustee. Multiple Baskets may be created on the same day, provided each Basket meets the requirements described below. 

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Authorized Participants who make deposits with the Trust in exchange for Baskets will receive no fees, commissions or other form of compensation or inducement of any kind from either a Sponsor or the Trust, and no such person has any obligation or responsibility to a Sponsor or the Trust to effect any sale or resale of shares.

Authorized Participants are cautioned that some of their activities will result in their being deemed participants in a distribution in a manner that would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act, as described in “Plan of Distribution.”

Prior to initiating any creation or redemption order, an Authorized Participant must have an agreement with the Custodian establishing an unallocated gold account directly with the Custodian or have an existing unallocated gold account with another LBMA-member custodian identified by the Authorized Participant to the Custodian and the Trustee. Gold held in Authorized Participants’ unallocated accounts is typically not segregated from the custodian’s assets. As a result, an Authorized Participant establishing an unallocated account will have no proprietary interest in any specific bars of gold held by the applicable custodian. Credits to such an unallocated account are therefore at risk of such custodian’s insolvency, provided, however, that Gold held in an unallocated account with Gold Corporation as the Custodian is subject to the Government Guarantee.

Certain Authorized Participants are expected to have the ability to participate directly in the gold bullion market and the gold futures market. In some cases, an Authorized Participant may from time to time acquire gold from or sell gold to its affiliated gold trading desk, which may profit in these instances. Each Authorized Participant will be registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (Exchange Act), and regulated by FINRA or will be exempt from being or otherwise will not be required to be so regulated or registered, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants will be regulated under federal and state banking laws and regulations. Each Authorized Participant will have its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.

Authorized Participants may act for their own accounts or as agents for broker-dealers, custodians and other securities market participants that wish to create or redeem Baskets. An order for one or more Baskets may be placed by an Authorized Participant on behalf of multiple clients. As of the date of this Prospectus, [      ] and [         ] have each signed an Authorized Participant Agreement with the Administrative Sponsor and the Trustee and, upon the effectiveness of such agreement, may create and redeem Baskets as described above. Persons interested in purchasing Baskets should contact the Administrative Sponsor or the Trustee to obtain the contact information for the Authorized Participants.

Gold is delivered to the Trust and distributed by the Trust through credits and debits between Authorized Participants’ accounts, the GC Metal Account, the Trust Unallocated Metal Account and the Trust Allocated Metal Account. When the Trustee requests creation of a basket at an Authorized Participant’s request, the Authorized Participant will then transfer gold to the Authorized Participant’s unallocated metal account, if maintained with Gold Corporation, or if maintained with a LBMA gold clearing bank, to the GC Metal Account. On the same business day, the Custodian will transfer the gold from the Authorized Participant account with Gold Corporation or the GC Metal Account, as applicable, to the Trust Unallocated Metal Account and then allocate the gold to the Trust Allocated Metal Account where it will be stored for safekeeping. Once gold has been accepted by the Custodian, the Custodian bears the risk of loss. Once gold has been released by the Custodian for delivery to an Authorized Participant, the Authorized Participant bears the risk of loss.

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All gold represented by a credit to any Authorized Participant’s unallocated account represents a right to receive Fine Ounces of gold. London Bars must conform to London Good Delivery Standards.

Under the Authorized Participant Agreement, the Administrative Sponsor has agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the Securities Act.

The following description of the procedures for the creation and redemption of Baskets is only a summary and an investor should refer to the relevant provisions of the Trust Agreement and the form of Authorized Participant Agreement for more detail, each of which is attached as an exhibit to the registration statement of which this Prospectus is a part. See “Where You Can Find More Information” for information about where you can obtain the registration statement.

Creation Procedures - Authorized Participants

On any business day, an Authorized Participant may place an order with the Trustee to create one or more Baskets. For purposes of processing both purchase and redemption orders, a “business day” means any day other than a day: (1) when the NYSE Arca is closed for regular trading; or (2) if the order or other transaction requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom, Western Australia or in some other jurisdiction on a particular day, (A) when banks are authorized to close in the United Kingdom, Western Australia or in such other jurisdiction or when the London gold market is closed or (B) when banks in the United Kingdom, Western Australia or in such other jurisdiction are, or the London gold market is, not open for a full business day and the order or other transaction requires the execution or completion of procedures which cannot be executed or completed by the close of the business day. Purchase orders must be placed prior to the Order Cutoff Time on any business day. The day on which the Trustee receives a valid purchase order is the purchase order date.

By placing a purchase order, an Authorized Participant agrees to deposit gold with the Trust, as described below. Prior to the delivery of Baskets for a purchase order, the Authorized Participant also must have wired to the Trustee the amount of the applicable transaction fees and expenses due for the purchase order, including the Trustee’s fee and all taxes, governmental charges and fees payable in connection with such deposit, the transfer of gold and the issuance and delivery of shares.

Determination of Required Deposits

The Trustee shall determine the Basket Gold Amount for each Business Day, and each such determination thereof and the Trustee’s resolution of questions concerning the composition of the Basket Gold Amount shall be final and binding on all persons interested in the Trust. The initial Basket Gold Amount is 500 Fine Ounces of gold. After the initial deposit of gold into the Trust, the Basket Gold Amount for each Business Day shall be an amount of gold equal to:

   (a) minus (b) 

(c) divided by (d)

Where:

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(a) = the total number of Fine Ounces of gold held in the Trust as of the opening of business on such Business Day

(b) = the number of Fine Ounces of gold equal in value to the Trust’s unpaid expense accrual as of the opening of business on such Business Day

(c) = the total number of Shares outstanding as of the opening of business on such Business Day

(d) = 50,000 (or other number of Shares in a Basket for such Business Day)

Fractions of a Fine Ounce of gold included in the Basket gold Amount smaller than 0.001 Fine Ounces shall be disregarded. The Custodial Sponsor shall publish, or shall designate the Administrative Sponsor or other persons to publish, for each Business Day, the Basket Gold Amount.

Delivery of Required Deposits

An Authorized Participant who places a purchase order is responsible for crediting its account, if held at the Custodian, with the required gold deposit amount and, if the Authorized Participant does not maintain its account with the Custodian, causing the required gold deposit to be transferred to the Custodian, by 8:00 AM (London time) on the second business day following the purchase order date. No shares are issued unless and until the Custodian has informed the Trustee that it has credited to the Trust Allocated Metal Account at the Custodian the corresponding amount of gold. If the Custodian has notified the Trustee and the Administrative Sponsor that it is unable to move the gold from the GC Metal Account or the Trust Unallocated Metal Account to the Trust Allocated Metal Account in connection with a particular purchase order or generally, the Trustee will reject the particular purchase order as well as any other subsequent purchase orders on the same business day. Upon transfer of the gold deposit amount to the Trust Allocated Metal Account, the Trustee will direct DTC to credit the number of Baskets ordered to the Authorized Participant’s DTC account. The expense and risk of delivery, ownership and safekeeping of gold, until such gold has been received by the Custodian on behalf of the Trust, shall be borne solely by the Authorized Participant.

Rejection of purchase orders

The Trustee may, and upon direction of a Sponsor shall, reject a gold deposit at any time (i) when the Trustee’s transfer books are closed; (ii) if the Custodian has informed the Trustee and the Administrative Sponsor that it is unable to allocate gold to the Trust Allocated Metal Account; or (iii) if any such action is deemed necessary or advisable by the Custodial Sponsor, for any reason in its sole discretion at any time or from time to time, but only after consulting with the Administrative Sponsor. Neither the Trustee nor a Sponsor will be liable for the rejection of any purchase order or gold deposit.

Redemption Procedures - Authorized Participants

The procedures by which an Authorized Participant can redeem one or more Baskets will mirror the procedures for the creation of Baskets. On any business day, an Authorized Participant may place an order with the Trustee to redeem one or more Baskets. Redemption orders must be placed prior to the Order Cutoff Time on each business day the NYSE Arca is open for regular trading. A redemption order so received is effective on the date it is received in satisfactory form by the Trustee. The redemption procedures allow only Authorized Participants to redeem Baskets. An investor may not redeem Baskets other than through an Authorized Participant.

By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTC’s book-entry system to the Trust no later than the second business day following the effective date of the redemption order. Prior to the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for the redemption order.

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The redemption distribution from the Trust will consist of a credit to the redeeming Authorized Participant’s account representing the amount of the gold held by the Trust evidenced by the shares being redeemed as of the date of the redemption order. Fractions of a Fine Ounce included in the redemption distribution smaller than 0.001 of a Fine Ounce are disregarded. A redeeming Authorized Participant is responsible for any applicable tax, fees or other governmental charge that may be due, as well as any charges or fees in connection with the transfer of gold and the issuance and delivery of shares, and any expense associated with the delivery of gold other than by credit to an Authorized Participant’s unallocated account with the Custodian or another LBMA-member clearing bank.

Delivery of redemption distribution

The redemption distribution due from the Trust is delivered to the Authorized Participant on the third business day following the redemption order date if, by 9:00 AM New York time on the second business day following the redemption order date, the Trustee’s DTC account has been credited with the Baskets to be redeemed.

The Custodian will arrange for the redemption amount in gold to be transferred from the Trust Allocated Metal Account to the Trust Unallocated Metal Account, and, ultimately, to the redeeming Authorized Participant’s account. With respect to a redemption order provided in the ordinary course, the Custodian shall deliver unallocated gold to the account indicated by the redeeming Authorized Participant in its redemption order on the third business day following the order date, unless a different business day is expressly agreed to by the parties at the time of the transaction.

Suspension or rejection of redemption orders

The Trustee may, in its discretion, and will when directed by the Custodial Sponsor, suspend the right of redemption, or postpone the redemption settlement date or reject a particular redemption order (1) for any period during which the NYSE Arca is closed other than customary weekend or holiday closings, or trading on the NYSE Arca is suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, or (3) for such other period as the Sponsors determine to be necessary for protection of registered owners of shares. Neither a Sponsor nor the Trustee will be liable to any person or in any way for any loss or damages that may result from any such suspension, postponement or rejection.

The Trustee will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful.

Creation and Redemption Transaction Fee

To compensate the Trustee for services in processing the creation and redemption of Baskets, an Authorized Participant is required to pay a transaction fee to the Trustee of $500 per order to create or redeem Baskets. An order may include multiple Baskets. The transaction fee may be reduced, increased or otherwise changed by the Trustee with the consent of the Sponsors. 

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Tax Responsibility

Authorized Participants are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge applicable to the creation or redemption of Baskets - and delivery and receipt of gold pursuant thereto regardless of whether such tax or charge is imposed directly on the Authorized Participant. By placing a purchase order or redemption order, an Authorized Participant agrees to indemnify the Sponsors, the Trustee and the Trust if any of them is required by law to pay any such tax or charge, together with any applicable penalties, additions to tax and interest thereon.

TAKING DELIVERY OF GOLD

In exchange for its shares, an investor will be entitled to receive from Gold Corporation an amount of Physical Gold in return for such shares on the day on which the investor’s broker-dealer submits his or her shares to Gold Corporation in exchange for Physical Gold (Share Submission Day). The number of shares to be delivered by an investor and the corresponding amount of Physical Gold received for such shares shall be specified by Gold Corporation from time to time and notified by Gold Corporation to the investor in an Application. None of the Trustee, the Sponsors (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) or the Trust is involved in the exchange of the investor’s shares for Physical Gold.

Application

Investors interested in taking delivery of Physical Gold in exchange for their shares in the Trust must first contact Gold Corporation in order to discuss the types of Physical Gold, availability dates, product premiums, delivery fees, and suitable delivery locations and methods. Gold Corporation reserves the right to establish a minimum amount of Physical Gold that may be requested by an investor.

In order to proceed an investor must provide Gold Corporation with sufficient details to enable Gold Corporation to identify the investor as a person owning a beneficial interest in any shares of the Trust (Beneficial Owner) and to establish a Customer Account for the investor with Gold Corporation. The Custodian may determine (in its absolute discretion) whether the investor has provided sufficient details to identify the investor as a Beneficial Owner and to open the Customer Account with Gold Corporation.

Based upon this discussion with Gold Corporation, the investor is provided a pre-populated Application, including any applicable product premiums, delivery fees and any other fees and charges that apply to the Application. Gold Corporation is entitled to receive all such premiums, fees and charges in consideration for facilitating the delivery of the agreed Physical Gold products to the investor. The Application will set forth the number of shares to be delivered to Gold Corporation for the amount of Physical Gold requested. The investor shall be responsible for any applicable taxes or governmental charges. The Application will also contain a unique identification number (the Delivery ID) and the investor’s Customer Account number with Gold Corporation.

Investors interested in taking delivery of Physical Gold in exchange for their shares in the Trust must duly sign and submit the Application to Gold Corporation within three Business Days of receipt of the Delivery ID (the Quotation Window). An Application expresses the investor’s intention to deliver shares for Physical Gold on the Share Submission Day. The investor must also provide instructions to his or her broker-dealer to effect the exchange of shares for Physical Gold on the Share Submission Day. Gold Corporation may reject any Application.

An Application may be found on the Gold Corporation’s website at [Internet address]. It also is an Appendix to this Prospectus.

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Minimum Purity of Bars for Exchange

Gold Corporation will supply, for the purpose of delivery to investors requesting Physical Gold, coins, cast bars and minted bars without numismatic value having a minimum fineness (or purity) of 995 parts per 1,000 (99.5%).

Delivery Amount and Share Submission Quantity

The pre-populated Application specifies the type and quantity of Physical Gold to be delivered and the number of shares to be tendered in exchange (Share Submission Quantity). The Share Submission Quantity corresponds to the Fine Ounce content of Physical Gold requested and shall equal a whole number of shares representing an aggregate number of Fine Ounces equal to the Physical Gold requested plus any applicable product premiums and delivery fees.

Gold Corporation may, but is not required to, publish on its internet website a calculator to estimate the amount of Physical Gold to be received in exchange for a certain number of shares to be delivered. Any such estimate shall be non-binding on the investor and Gold Corporation. The Share Submission Quantity may be rejected if Gold Corporation incurs extraordinary expenses between the submission of the Application and the Share Submission Day.

In the event the investor transfers a number of shares not corresponding to the Application, the investor must make any arrangements directly with Gold Corporation and Gold Corporation reserves the right to reject the initial quote, and any additional costs incurred by Gold Corporation as a result of an incorrect number of shares being delivered will be borne by the investor. Gold Corporation may decline to approve the Application for any reason. In addition, the delivery of Physical Gold in exchange for shares shall be suspended in the event Gold Corporation resigns as Custodial Sponsor or is otherwise unable or unwilling to accept applications from investors to take delivery of Physical Gold.

Product Premiums and Other Charges

The exchange of shares for the delivery of Physical Gold is subject to applicable product premiums and the delivery fees associated with the transport of Physical Gold to investors. Product premiums and delivery fees will be dependent upon the type and amount of Physical Gold requested and the manner and location of delivery. Such fees will be expressed in terms of the number of Shares to be delivered to the Gold Corporation for the amount of Physical Gold requested. Such fees will be provided to an investor as part of the pre-populated Application.

Gold Corporation may waive or reduce applicable product premiums and delivery fees from time to time. Any waiver or reduction in applicable product premiums and delivery fees will be available to any eligible investor. When available, if implemented, waivers or reductions in applicable product premiums and delivery fees may apply during certain limited time periods, for investors seeking particular types of gold (i.e., coins or bars), or for investors completing multiple Applications over prescribed time periods. Because applicable product premiums and delivery fees are not paid by the Trust, they do not impact the value of gold held by the Trust.

The table below includes examples of products available from the Perth Mint and provides a snapshot of the gold products available as at the date of this document. Further details of Perth Mint’s extensive product range is available from the Perth Mint website: http://www.perthmint.com 

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Type of Gold

London bars

1 ounce Australian minted bars

1 ounce Australian Kangaroo Coins

32.148 ounce (1kg) 99.99% cast bar

Delivery Fees: The delivery fees cover the cost of preparing and transporting Physical Gold from the Gold Corporation to the location specified by the investor in the Application. The delivery fees may also include the cost of insuring Physical Gold during transport.

Sales Taxes: In the United States of America Gold Corporation currently does not anticipate sales taxes applying to the delivery of gold to investors. However, if such taxes or similar sales or value added taxes do apply in any jurisdiction, they are the sole responsibility of the investor.

Delivery Method

Gold Corporation will ship Physical Gold to an investor using accepted business practices for precious metals delivery that may include, amongst others, use of a conventional shipping carrier (e.g., U.S. Postal Service, Federal Express, United Parcel Service); or an armored transportation service.

Investors should contact Gold Corporation to discuss delivery method and location. Investors should be aware that the gold delivered is likely to represent a substantial U.S. dollar value:

● Shipments may be broken down into multiple smaller shipments and possibly shipped on different days to meet insurance requirements of the shipping carrier or the investor and any requirements of the associated carriers. An investor can utilize a shipping carrier only if insurance requirements can be met and the investor and Gold Corporation agree on an acceptable delivery destination. A conventional shipping carrier may deliver gold to residential addresses.

● Armored Transportation Service will only deliver to certain trusted locations; an Armored Transportation Service does not deliver to residential addresses.

● An investor can utilize an armored truck service only if the investor and the Armored Transportation Service agree on an acceptable delivery destination. London Bars will only be transported using Armored Transportation Service.

Gold Corporation may decline an Application if a delivery method and location is not agreed upon.

Procedure for Submission of Application

Having received a pre-populated Application, the investor must submit a signed Application to Gold Corporation within the Quotation Window. An Application expresses the investor’s intention to exchange shares for Physical Gold on the stated date (Share Submission Day). Gold Corporation will screen and approve the Application.

Applications received after 4:00 PM Eastern Time are considered to have been received the next business day. Investors will be advised of reasons for any delay. For Gold Corporation to approve an Application, the following conditions must be met:

● The Application must be submitted in a form satisfactory to Gold Corporation. Gold Corporation shall confirm that:

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● The Delivery ID matches the Application with respect to the amount of Shares to be delivered, the Physical Gold requested, and other applicable terms; and

● The Application otherwise is in good order.

● Gold Corporation may decline to approve Applications for any reason, in its sole discretion. Upon final approval of the Application by Gold Corporation, Gold Corporation shall return a copy of the Application to the investor.

● Upon receipt of final approval of the Application by Gold Corporation, the investor shall instruct the investor’s broker to transfer the Shares to the account of Gold Corporation prior to the Order Cutoff Time on the designated Share Submission Day.

The transfer of shares, accompanied by the approved Application, is a binding and irrevocable request to take delivery of Physical Gold in exchange for shares based on instructions in the Application (Share Submission). In the event the investor transfers a number of shares not corresponding to the Application, the investor must make any arrangements directly with Gold Corporation and Gold Corporation reserves the right to reject the initial quote and any additional costs incurred by Gold Corporation as a result of an incorrect number of shares being delivered will be borne by the investor. Gold Corporation may decline to approve the Application for any reason. In addition, the delivery of Physical Gold in exchange for shares shall be suspended in the event Gold Corporation resigns as the Custodial Sponsor or is otherwise unable or unwilling to accept applications from investors to take delivery of Physical Gold.

Gold Corporation shall arrange for and promptly ship the requested Physical Gold to the investor in accordance with the instructions provided by the investor in the Application. Prior to signing an acknowledgment of receipt of Physical Gold, the investor must notify Gold Corporation in writing of any complaints or objections concerning the shipment, delivery or receipt of the Physical Gold. Upon signing the acknowledgment of receipt, the investor will be deemed to have accepted receipt of the Physical Gold in full satisfaction of the Physical Gold due the investor and to have waived any and all claims the investor may have concerning the Physical Gold received by the investor.

Example of an Exchange of Shares for Physical Gold

In the following example, an investor desires to receive 100 One Ounce Bars for a Share Submission Day of [Date (T)]:

Investor contacts Gold Corporation at +61 8 9421 7615 or email address aaau@perthmint.com to discuss suitable delivery methods and types of Physical Gold available, availability dates, product premiums and delivery fees. The investor provides Gold Corporation with sufficient details to enable Gold Corporation to identify the investor as a Beneficial Owner and to establish a Customer Account for the investor with Gold Corporation. The investor and Gold Corporation agree to have 100 One Ounce Bars delivered to investor’s home address by Federal Express delivery service. Based upon this discussion, the investor is provided a pre-populated Application with information necessary to further the Application. The Application will set forth the number of Shares to be delivered to Gold Corporation in return for the agreed Physical Gold products. The Delivery Quotation will also contain a unique Delivery ID and the investor’s Customer Account number and be valid for three Business Days of receipt of the Delivery ID (the Quotation Window). [T-6]

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Product premiums consist of $3,000 for One Ounce Bars based on an assumed $30 premium per Fine Ounce (including delivery fees).	$3,000 Product Premiums
Number of shares to be delivered to Gold Corporation, as provided on the Application1	10,313 shares
Investor duly signs and submits Application to Gold Corporation within the Quotation Window for final approval.	[T-5]
Gold Corporation confirms that (A) the Delivery ID matches the Application with respect to the amount of shares to be delivered, the Physical Gold requested, and other applicable terms, and (B) the Application otherwise is in good order. Upon final approval of the Application by Gold Corporation, Gold Corporation then returns an approved copy of the Application to the investor.	[T-4]
Investor, acting by or through a DTC Participant, causes the investor’s Shares to be delivered to Gold Corporation pursuant to the procedures of the Depository prior to the Order Cutoff Time on [Date (T)], the Share Submission Day.	[T-3]
Share Submission Day: investor’s broker-dealer irrevocably transfers 10,313 shares with a reference to the applicable Delivery ID.	[T]
102.4 fine ounces are transferred to the investor’s Customer Account as consideration for the 100 One Ounce Bars to be delivered in accordance with the delivery terms contained and agreed in the Application (estimated date).	[T+3]
100 One Ounce Bars are received and signed for by the investor (estimated date).	[T+4]

¹ For purposes of this example, 1 Share of the Trust corresponds to .00993 fine ounces of gold on the Share Submission Day. Using the LBMA Gold Price of $1,250, the premium including delivery and other fees equates to 2.4 fine ounces of gold ($3,000/$1,250 per ounce). As a result, shares totaling 102.4 fine ounces of gold (when including the fine gold content of the product requested) must be surrendered. In total 10,313 shares must be surrendered in return for the Physical Gold (102.4 ounces / 0.00993 ounces per share, rounded up to the nearest whole share).

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Anti-Money Laundering Screening 

Investors may be subject to Anti-Money Laundering screening when they submit the Application to take delivery of Physical Gold. Gold Corporation will not pre-approve an Application if Gold Corporation has concerns about fraudulent conduct or money laundering activity. Corporate and non-U.S. investors are cautioned that their Applications may be delayed or rejected if Gold Corporation is not able to verify the identity of the investor.

Tax Responsibility

Investors are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge applicable to the receipt of gold, regardless of whether such tax or charge is imposed directly on the investor. Each investor agrees to indemnify the Sponsors, the Trustee and the Trust, promptly on request, if any of them is required by law to pay any such tax or charge, together with any applicable penalties, additions to tax and interest thereon.

FEDERAL INCOME TAX CONSEQUENCES

This section summarizes the material federal income tax consequences that generally will apply to the purchase, ownership and disposition of shares by a “U.S. Investor” (as defined below) and certain federal tax consequences that may apply to the purchase, ownership and disposition of shares by a “Non-U.S. Investor” (as defined below). The following discussion represents, insofar as it describes conclusions regarding federal tax law and subject to the limitations and qualifications described therein, the opinion of Morgan, Lewis & Bockius LLP, special federal income tax counsel to the Sponsors. The discussion is based on the Internal Revenue Code of 1986, as amended (the Code), final and temporary Treasury regulations promulgated thereunder and judicial and administrative interpretations of the Code, all as in effect on the date of this Prospectus; no assurance can be given that future legislation, regulations, court decisions and/or administrative pronouncements will not significantly change applicable law and materially affect the conclusions expressed herein, and any such change, even though made after an investor has invested in the Trust, could be applied retroactively. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to an investor in light of its particular circumstances or to an investor mentioned in the second sentence of the next paragraph.

The tax treatment of investors may vary depending on their own particular circumstances. Certain investors - including banks, thrift institutions and certain other financial institutions, insurance companies, tax-exempt organizations, brokers and dealers in securities or currencies, certain securities traders, persons holding shares as a position in a “hedging,” “straddle,” “conversion” or “constructive sale” transaction (as those terms are defined in the authorities mentioned above), qualified pension and profit-sharing plans, individual retirement accounts (IRAs), certain other tax-deferred accounts, U.S. expatriates, persons whose “functional currency” is not the U.S. dollar, persons subject to the federal alternative minimum tax, Non-U.S. Investors (except as specifically provided under “Income Taxation of Non-U.S. Investors” and “Estate and Gift Tax Considerations for Non-U.S. Investors” below) and other investors with special circumstances - may be subject to special rules not discussed below. In addition, the following discussion applies only to investors who will hold shares as “capital assets” (as defined in section 1221 of the Code).

The discussion below does not address the effect of any state, local or foreign tax law on an investor. Purchasers of shares are urged to consult their own tax advisers with respect to all federal, state, local and foreign tax law considerations potentially applicable to their investment in shares.

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For purposes of this discussion, a “U.S. Investor” is an investor who or that is:

● An individual who is treated as a citizen or resident of the United States for federal income tax purposes;

● A corporation or partnership (or other entity treated as such for federal income tax purposes) that is created or organized in the United States or under the laws of the United States or any state thereof or the District of Columbia;

● An estate other than an estate the income of which, from non-U.S. sources that is not effectively connected with the conduct of a trade or business within the United States, is not includible in gross income;

● A trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more persons described in any of the three preceding clauses have the authority to control all substantial decisions of the trust; or

● An eligible trust that has made a valid election under applicable Treasury regulations to continue to be treated as a domestic trust.

An investor that is not a U.S. Investor as so defined is referred to below as a “non-U.S. Investor.” For federal tax purposes, the treatment of any beneficial owner of an interest in a partnership (including any entity classified as such for those purposes) will generally depend on the partner’s status and the partnership’s activities. Partnerships and partners should consult their tax advisers about the federal income tax consequences of purchasing, owning and disposing of shares.

Taxation of the Trust

The Trust will be treated as a “grantor trust” for federal income tax purposes. As a result, the Trust itself will not be subject to federal income tax. Instead, the Trust’s income and expenses will “flow through” to its investors, and the Trustee will report the Trust’s income, gains, losses and deductions to the Internal Revenue Service (IRS) on that basis. There can be no assurance that the IRS will agree with that treatment, and it is possible that the IRS or another tax authority could assert a position contrary thereto and that a court could sustain that contrary position. Neither of the Sponsors, nor the Trustee will request a ruling from the IRS with respect to the classification or treatment of the Trust for federal tax purposes. If the IRS were to assert successfully that the Trust is not a “grantor trust,” the Trust would be classified as a partnership for those purposes, which may affect timing and other tax consequences to its investors and would require the Trust to forward IRS Schedule K-1 to investors. The balance of this disclosure assumes that the Trust will be treated as a “grantor trust” for federal income tax purposes.

Taxation of U.S. Investors

An investor will be treated, for federal tax purposes, as if it directly owns a pro rata share of the Trust’s assets and directly receives that share of any Trust income and incurs that share of the Trust’s expenses. In the case of an investor that purchases shares for cash, its initial tax basis in its pro rata share of the assets held in the Trust at the time it acquires its shares will be equal to its cost of acquiring the shares. In the case of an investor that acquires its shares as part of the creation of a Basket, the delivery of gold to the Trust in exchange for a pro rata share of the underlying gold the Trust holds at the time it acquires its shares will not be a taxable event to the investor, and the investor’s tax basis in and holding period for that share of the Trust’s gold will be the same as its tax basis in and holding period for the gold delivered in exchange therefor. For purposes of this discussion, and unless stated otherwise, it is assumed that all of an investor’s shares are acquired on the same date and at the same price per share. Investors that hold multiple lots of shares, or that are contemplating acquiring multiple lots of shares, should consult their own tax advisers as to the determination of the tax basis in and holding period for the underlying gold represented by such shares.

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If the Trust sells gold, for example to generate cash to pay its fees or expenses, an investor will recognize gain or loss in an amount equal to the difference between (1) the investor’s pro rata share of the amount the Trust realizes on the sale and (2) the investor’s tax basis in its pro rata share of the gold that was sold. Such gain or loss will generally be long-term or short-term capital gain or loss, depending upon whether the investor is treated as having held its pro rata share of the gold that was sold for more than one year. The Trust will treat the transfer of gold to the Custodial Sponsor as payment of the fee to the Custodial Sponsor and/or reimbursement of the Trust’s expenses and/or liabilities as a taxable exchange by the Trust of the gold transferred and thus will also constitute a taxable event for investors. An investor’s tax basis in its share of any gold sold or exchanged by the Trust generally will be determined by multiplying the investor’s total basis in its share of all the gold held in the Trust immediately prior to the sale or exchange by a fraction, the numerator of which is the amount of gold sold or exchanged and the denominator of which is the total amount of all the gold so held. After any such sale or exchange, an investor’s tax basis in its pro rata share of the gold remaining in the Trust will be equal to its tax basis in its share of the total amount of the gold held in the Trust immediately prior to the sale or exchange less the portion of that basis allocable to its share of the gold that was sold or exchanged.

On the sale of some or all of its shares, an investor will be treated as having sold the part of its pro rata share of the gold held in the Trust at that time that is attributable to the shares sold. Accordingly, the investor generally will recognize gain or loss on the sale in an amount equal to the difference between (1) the amount realized pursuant to the sale of the shares and (2) the investor’s tax basis for the portion of its pro rata share of the gold held in the Trust at the time of sale that is attributable to the shares sold, as determined in the manner described in the preceding paragraph.

If an investor redeems some or all of its shares with the Trust through an Authorized Participant the exchange will generally not be a taxable event for the investor. In addition, if an investor acquires its shares as part of the creation of a Basket by delivering to the Trust gold in specified denominations, the subsequent redemption of its shares for gold delivered by the Trust will not constitute a taxable event, provided that the amount of gold received on the redemption contains the equivalent metallic content of the gold delivered on the creation, less amounts accrued or sold to pay the Trust’s expenses and other charges. An investor’s tax basis in the gold received on a redemption generally will be the same as the investor’s tax basis in the portion of its pro rata share of the gold held in the Trust immediately prior to the redemption that is attributable to the redeemed shares. An investor’s holding period with respect to the gold received on a redemption should include the period during which the investor held the redeemed shares. A subsequent sale of the gold received by the investor will be a taxable event.

If an investor delivers some or all of its shares in an exchange with the Gold Corporation for gold held by the Gold Corporation in its own account that contains the equivalent metallic content (including coins, cast bars and minted bars of the same fineness and purity) as the gold held by the Trust, such exchange is not expected to be a taxable event for the investor. However, investors should be aware that neither U.S. federal income tax law nor administrative guidance specifically address the tax consequences of an exchange of shares of a grantor trust, such as the Trust, for physical gold not held by the Trust. The Sponsors have not sought or received a ruling from the IRS or an opinion of counsel regarding the tax-free characterization of such exchange with the Gold Corporation. Assuming that the exchange of Trust shares for gold from the Gold Corporation is not a taxable transaction, an investor’s tax basis in the gold received in such exchange generally will be the same as the investor’s tax basis in the portion of its pro rata share of the gold held in the Trust immediately prior to the exchange that is attributable to the exchanged shares. An investor’s holding period with respect to the gold received from the Gold Corporation in an exchange of Trust shares should include the period during which the investor held the shares exchanged. A subsequent sale of the gold received by the investor for cash will be a taxable event. 

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Although the Sponsors expect that an exchange of Trust shares for gold from the Gold Corporation’s own account is not a taxable exchange, the Sponsors cannot give any assurances that the IRS will agree with this interpretation. Investors should consult their own tax advisors as to the specific tax consequences in their particular circumstances.

An investor’s tax basis in its pro rata share of the gold held in the Trust immediately after any sale or redemption of less than all of the investor’s shares generally will equal (1) its tax basis in its share of the total amount of the gold held in the Trust immediately prior to the sale or redemption less (2) the portion of such basis that is taken into account in determining the amount of gain or loss the investor recognizes on the sale or, in the case of a redemption, is treated as the basis in the gold received by the investor in the redemption.

The foregoing discussion assumes that all of an investor’s shares were acquired on the same date and at the same price per share. If an investor owns multiple lots of shares (i.e., shares acquired on different dates and/or at different prices), it is uncertain whether the investor may use the “specific identification” rules that apply under the Treasury regulations in the case of sales of shares of stock, in determining the amount, and the long-term or short-term character, of any gain or loss recognized by the investor upon the sale of gold by the Trust, upon the sale of any shares by the investor, or upon the sale by the investor of any gold received by it upon the redemption of any of its shares. The IRS could take the position that an investor has a blended tax basis and holding period for its pro rata share of the underlying gold in the Trust. Investors that hold multiple lots of shares, or that are contemplating acquiring multiple lots of shares, are urged to consult their own tax advisors as to the determination of the tax basis and holding period for the underlying gold related to such shares.

Maximum 28% Long-Term Capital Gains Tax Rate for U.S. Investors Who Are Individuals

Gains recognized by an individual, estate or trust (each referred to below as an “individual” unless the context requires otherwise) from the sale of “collectibles,” which term includes gold, held for more than one year are subject to federal income tax at a maximum rate of 28% rather than the lower maximum 20% rate applicable to most other long-term capital gains recognized by individuals. For these purposes, the gain an individual recognizes on the sale of an interest in a “grantor trust” that holds collectibles (such as the Trust) is treated as gain recognized on the sale of the collectibles, to the extent the gain is attributable to unrealized appreciation in value of the collectibles. Therefore, any gain recognized by an individual U.S. Investor attributable to a sale or exchange of shares held for more than one year, or attributable to the Trust’s sale of any gold that the investor is treated (through his, her or its ownership of shares) as having held for more than one year, generally will be subject to federal income tax at a maximum rate of 28%. The tax rates for capital gains recognized on the sale of assets held by an individual U.S. Investor for one year or less, or by a taxpayer other than an individual, are generally the same as those at which ordinary income is taxed.

3.8% Tax on Net Investment Income

An individual is required to pay a 3.8% tax on the lesser of (1) the excess of the individual’s “modified adjusted gross income” over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers) or (2) the individual’s “net investment income,” which generally includes dividends, interest, and net gains from the disposition of investment property. This tax is in addition to any other taxes due on that income. U.S. Investors should consult their own tax advisers regarding the effect, if any, this provision may have on their investment in shares. 

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Brokerage Fees and Trust Expenses

Any brokerage or other transaction fee incurred by an investor in purchasing shares will be included in the investor’s tax basis in the Trust’s underlying assets. Similarly, any brokerage fee incurred by an investor in selling shares will reduce the amount the investor realizes with respect to the sale.

Investors will be required to recognize the full amount of gain or loss on a sale of gold by the Trust (as discussed above), even though some or all of the sale proceeds are used by the Trustee to pay Trust expenses. An investor may deduct its respective pro rata share of each expense incurred by the Trust to the same extent as if it directly incurred the expense. Investors who are individuals, however, may be required to treat some or all of the expenses of the Trust as miscellaneous itemized deductions. An individual may not deduct miscellaneous itemized deductions for tax years beginning after December 31, 2017 and before January 1, 2026. For tax years beginning before January 1, 2018 and after December 31, 2025, individuals may deduct certain miscellaneous itemized deductions only to the extent they exceed 2% of the individual’s adjusted gross income. In addition, such deductions may be subject to phase-outs and other limitations under applicable Code provisions.

Investment by U.S. Tax-Exempt Investors

Certain U.S. Investors (referred to in this paragraph as U.S. Tax-Exempt Investors) are subject to federal income tax only on their “unrelated business taxable income” (UBTI). It is expected that, unless a U.S. Tax-Exempt Investor incurs debt to purchase shares, it should not realize UBTI with respect to its pro rata share of the Trust’s income or gains. U.S. Tax-Exempt Investors should consult their own independent tax advisers regarding the federal income tax consequences of holding shares in light of their particular circumstances.

Investment by Regulated Investment Companies

Mutual funds and other investment vehicles which are taxed as “regulated investment companies” within the meaning of section 851 of the Code are strongly urged to consult with their tax advisors concerning the likelihood that an investment in Shares will negatively affect their qualification as a “regulated investment company.”

Investment by Certain Retirement Plans

Section 408(m) of the Code provides that the purchase of a “collectible” as an investment for an IRA, or for a participant-directed account maintained under any plan that is tax-qualified under Code section 401(a) (Tax-Qualified Account), is treated as a taxable distribution from the account to the owner of the IRA, or to the participant for whom the Tax-Qualified Account is maintained, of an amount equal to the cost to the account of acquiring the collectible. In addition, if a redemption of shares results in the delivery of gold to an IRA or Tax-Qualified Account, that exchange could constitute the acquisition of a collectible to the extent provided under section 408(m). The Trust has not sought or received a ruling from the IRS or an opinion of counsel regarding whether the acquisition of shares by an IRA or a Tax-Qualified Account will be considered an acquisition of a collectible or whether an IRA will be treated as having made a distribution to the IRA owner or plan participant under section 408(m) solely by virtue of owning shares. IRA owners and plan participants are strongly urged to consult with their tax advisors before directing any such accounts to invest in the Shares since the acquisition of Shares may be considered a taxable distribution from the IRA. See also “ERISA and Related Considerations.”

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Income Taxation of Non-U.S. Investors

A non-U.S. Investor generally will not be subject to federal income tax with respect to gain recognized on the sale or other disposition of shares, or on the sale of gold by the Trust, unless (1) the non-U.S. Investor is an individual and is present in the United States for 183 days or more during the taxable year of the sale or other disposition and the gain is treated as being from U.S. sources or (2) the gain is effectively connected with the conduct by the non-U.S. Investor of a trade or business in the United States and certain other conditions are met. Non-U.S. Investors are advised to consult their own tax advisers as to the tax consequences, under the laws of any non-U.S. jurisdiction to which they are subject, of their purchase, holding, sale and redemption of or any other dealing in shares and, in particular, as to whether any value added tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing.

Estate and Gift Tax Considerations for Non-U.S. Investors

Individuals who are neither citizens nor residents (as determined for federal estate and gift tax purposes) of the United States (collectively, Non-Residents) are subject to estate tax on all property that has a U.S. “situs.” Shares may well be considered to have a U.S. situs for these purposes. If shares are so considered, they would be includible in the U.S. gross estate of a Non-Resident investor; federal estate tax is imposed at rates of up to 40% of the fair market value of the U.S. taxable estate. In addition, the federal “generation-skipping transfer tax” may apply in certain circumstances. The estate of a Non-Resident investor who was resident in a country that has an estate tax treaty with the United States may be entitled to benefit from such treaty.

For Non-Residents, the federal gift tax generally applies only to gifts of tangible personal property or real property having a U.S. situs. Tangible personal property (including gold) has a U.S. situs if it is physically located in the United States.

Non-Resident investors are urged to consult their tax advisers regarding the possible application of federal estate, gift and generation-skipping transfer taxes in their particular circumstances.

U.S. Information Reporting and Withholding

The Trustee will make information available that will enable brokers and custodians through which investors hold shares to prepare and file certain information returns with the IRS, and will provide certain tax related information to investors, in connection with the Trust. To the extent required by applicable regulations, each investor will be provided with information regarding its allocable portion of the Trust’s annual income, deductions, gains and losses (if any). A U.S. Investor may be subject to federal backup withholding, at the rate of 24%, in certain circumstances unless it provides its taxpayer identification number to its broker and complies with certain certification procedures; the amount of any backup withholding will be allowed as a credit against an investor’s federal income tax liability and may entitle an investor to a refund, provided that the required information is furnished to the IRS. A non-U.S. Investor may have to comply with certification procedures to establish that it is not a U.S. Investor, and some non-U.S. Investors will be required to meet certain information reporting or certification requirements imposed by the Foreign Account Tax Compliance Act, to avoid withholding.

ERISA AND RELATED CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended (ERISA), and section 4975 of the Code impose certain requirements on employee benefit plans and certain other plans and arrangements, including IRAs and individual retirement annuities, Keogh plans and certain collective investment funds or insurance company general or separate accounts in which such plans, accounts, annuities or arrangements are invested, that are subject to ERISA or the Code, respectively (collectively, Plans), and on persons who are fiduciaries with respect to the investment of assets treated as “plan assets” of a Plan. Investments by Plans are subject to the fiduciary requirements and the applicability of prohibited transaction restrictions under ERISA.

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Government plans and some church plans are not subject to the fiduciary responsibility provisions of ERISA or the provisions of Code section 4975 but may be subject to substantially similar rules under state or other federal law. Fiduciaries of any such plans are advised to consult with their counsel prior to an investment in shares.

In contemplating an investment of a portion of Plan assets in shares, the Plan fiduciary responsible for making such investment should carefully consider, taking into account the facts and circumstances of the Plan, the “Risk Factors” discussed above and whether such investment is consistent with its fiduciary responsibilities, including (1) whether the fiduciary has the authority to make the investment under the appropriate governing Plan instrument, (2) whether the investment would constitute a direct or indirect non-exempt prohibited transaction with a “party in interest” or “disqualified person,” (3) the Plan’s funding objectives, and (4) whether under the general fiduciary standards of investment prudence and diversification such investment is appropriate for the Plan, taking into account the Plan’s overall investment policy, the composition of its investment portfolio and its need for sufficient liquidity to pay benefits when due.

PLAN OF DISTRIBUTION

The Trust issues shares in Baskets only to Authorized Participants in exchange for deposits of gold on a continuous basis. As of the date of this Prospectus, the Trust has agreements with the following Authorized Participants: [                    ] and [                    ]. The Trust will not issue fractions of a Basket to Authorized Participants. Because new shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a “distribution,” as such term is used in the Securities Act, will be occurring. The initial Authorized Participant is a statutory underwriter under Section 2(a)(11) of the Securities Act. Subsequent Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act. For example, an Authorized Participant, other broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a Basket from the Trust, breaks the Basket down into the constituent shares and sells the shares to its customers; or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for the shares. A determination of whether a particular market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to designation as an underwriter.

Investors that purchase shares through a commission/fee-based brokerage account may pay commissions/fees charged by the brokerage account. Investors should review the terms of their brokerage accounts for details on applicable charges.

Dealers that are not “underwriters” but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with shares that are part of an “unsold allotment” within the meaning of Section 4(3)(C) of the Securities Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(3) of the Securities Act.

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The offering Baskets are being made in compliance with FINRA Conduct Rule 2310. Authorized Participants will not receive from the Trust or a Sponsor any compensation in connection with an offering of the shares. Accordingly, there is, and will be, no payment of underwriting compensation in connection with such offering of shares in excess of 10% of the gross proceeds of the offering.

DESCRIPTION OF THE TRUST

The Trust

The Trust is governed by the Trust Agreement between the Sponsors and the Trustee, as amended from time to time. The Trust Agreement sets out the rights of the investors and the rights and obligations of the Sponsors and the Trustee. New York State law governs the Trust Agreement.

The assets of the Trust consist primarily of gold held at the Custodian on behalf of the Trust. Gold will be sold: (1) to pay the expenses of the Trust not assumed by the Custodial Sponsor; and (2) if the Trust terminates and liquidates its assets. Gold will be delivered or sold as otherwise required by law or regulation. The sale of gold by the Trust, including the sale of gold to generate cash to pay its fees and expenses – and although it is not entirely free from doubt, the transfer of gold to the Custodial Sponsor as remuneration for its services and/or reimbursement of the Trust’s expenses and/or liabilities - will be a taxable event for investors. See “Federal Income Tax Consequences - Taxation of U.S. Investors.”

The Trust is not registered as an investment company under the 1940 Act and is not required to register under such act. The Trust will not hold or trade in commodity futures contracts regulated by the Commodity Exchange Act, as administered by the CFTC. The Trust is not a commodity pool for purposes of the Commodity Exchange Act and neither of the Sponsors, nor the Trustee, is subject to regulation as a commodity pool operator or a commodity trading adviser in connection with the shares.

The number of outstanding shares is expected to increase and decrease from time to time as a result of the creation and redemption of Baskets. The creation and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of gold represented by the Baskets being created or redeemed. The total amount of gold required for the creation of Baskets will be based on the combined net assets represented by the number of Baskets being created or redeemed. The initial amount of gold required for deposit with the Trust to create shares is 500 Fine Ounces of gold per Basket. The number of Fine Ounces of gold required to create a Basket or to be delivered upon a redemption of a Basket will gradually decrease over time. This is because the shares comprising a Basket will represent a decreasing amount of gold due to the issuance of shares, or the delivery or sale of the Trust’s gold to pay the Custodial Sponsor Fee or the Trust’s expenses not assumed by the Custodial Sponsor.

The Trust has no fixed termination date.

The Trust’s Gold

The gold owned by the Trust will be comprised of London Bars and other gold products without numismatic value having a gold purity of at least 99.5% (including but not limited to coins, cast bars and minted bars).

Trust Expenses

The Trust’s only ordinary recurring expense is expected to be the remuneration due to the Custodial Sponsor of [     ]% of the Net Asset Value of the Trust. In exchange for the Custodial Sponsor Fee, the Custodial Sponsor has agreed to assume and be responsible for the payment of the following expenses, up to a maximum amount equal to the greater of $[     ] per annum and the amount that is equal to [     ]% of the average Gross Asset Value of the Trust over the relevant fiscal year (the “Fee Cap”): the Administrative Sponsor’s fee; fees for the Trustee’s ordinary services and reimbursement of its ordinary out-of-pocket expenses; the Custodian’s fees and expenses specified in the Custody Agreement that are assumed by the Custodial Sponsor (if any); ordinary bar allocation fees which are charged to the Custodian in connection with the Custodian’s acquisition of sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order; ordinary or customary insurance costs and transportation fees; allocation costs associated with the allocation and de-allocation of Gold to and from the Trust; the marketing expenses of the Trust; the listing fees of the Trust on the Exchange; registration fees associated with the Trust charged by the SEC; printing and mailing costs; expenses for the maintenance of any website of the Trust, audit fees and expenses; routine legal fees and expenses associated with the ordinary course of the Trust’s operations.

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The Custodial Sponsor shall not be responsible for any other expenses, including litigation expenses associated with the Trust; taxes and other governmental charges; indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement; any expenses that are in excess of the Fee Cap; extraordinary expenses incurred on behalf of the Trust; and otherwise as set forth in the Trust Agreement. An extraordinary expense is an expense arising or resulting from an underlying event or transaction that, in the determination of the Administrative Sponsor, is reasonably considered to be of a type that (i) possesses a high degree of abnormality (such as abnormally high (A) transportation fees, (B) bar allocation fees which may be incurred when acquiring sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order and (C) Physical Gold allocation costs that may be incurred in relation to the allocation and de-allocation of Gold to and from the Trust) or is of a type that is reasonably considered to be unrelated to, or only incidentally related to, the ordinary and typical activities of the Trust and (ii) is of a type that would not reasonably be expected to recur in the foreseeable future. Extraordinary expenses shall include any fixing fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust. See “The Sponsors.”

The Custodial Sponsor Fee will accrue daily based on the prior Business Day’s Net Asset Value and will be payable in gold. The fee will be paid by delivering that amount of gold which equals the daily accrual of the Custodial Sponsor Fee for such prior month based on the Net Asset Value of the shares on the first business day of the following month. The Custodial Sponsor may earn a profit on its fees.

Separate from its role as Custodial Sponsor, Gold Corporation receives any premiums charged with respect to the delivery of gold to investors who have exchanged their shares for Physical Gold.

From time to time, the Custodial Sponsor may waive all or a portion of the Custodial Sponsor Fee at its discretion. The Custodial Sponsor is under no obligation to continue a waiver after the end of a stated period, and, if such waiver is not continued, the Custodial Sponsor Fee will thereafter be paid in full. Presently, the Custodial Sponsor does not intend to waive any of its fees.

Furthermore, the Custodial Sponsor may, in its sole discretion, agree to rebate all or a portion of the Custodial Sponsor Fee attributable to shares held by certain institutional investors subject to minimum shareholding and lock up requirements as determined by the Custodial Sponsor to foster stability in the Trust’s asset levels. Any such rebate will be subject to negotiation and written agreement between the Custodial Sponsor and the investor on a case by case basis. The Custodial Sponsor is under no obligation to provide any rebates of the Custodial Sponsor Fee. Neither the Trust nor the Trustee will be a party to any Custodial Sponsor Fee rebate arrangements negotiated by the Custodial Sponsor.

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Extraordinary expenses of the Trust that are not assumed by the Custodial Sponsor (as discussed above) may be paid by the Custodial Sponsor at its sole discretion and reimbursed by the Trust in gold. Otherwise, the Trustee will, when directed by the Custodial 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 in cash of the Trust’s extraordinary expenses not assumed by a Sponsor. The Trustee is authorized to sell gold as directed by the Custodial Sponsor or otherwise at such times and in the smallest amounts required to permit such payments as they become due, it being the intention to avoid or minimize the Trust’s holdings of assets other than gold. Accordingly, the amount of gold to be sold will vary from time to time depending on the level of the Trust’s expenses and the market price of gold. When selling gold, the Trustee shall place orders with the Custodian at the next available price used by the Trustee to determine the value of gold held by the Trust, or if the Custodian is unable or unwilling to execute such orders, with dealers through which the Trustee may reasonably expect to obtain a favorable price and good execution of the orders.

Cash held by the Trustee pending payment of the Trust’s expenses will not bear any interest.

Valuation of Gold and Computation of Net Asset Value

On each business day that the NYSE Arca is open for regular trading, as promptly as practicable after 4:00 PM, New York time, the Trustee will value the gold held by the Trust and will determine the Net Asset Value of the Trust, as described below.

The Net Asset Value of the Trust is the aggregate value of gold and other assets, if any, of the Trust (other than any amounts credited to the Trust’s reserve account, if any) and cash, if any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities. The reserve account, when established, will be a separate non-interest bearing account with the Trustee or such other banking institution specified by the Administrative Sponsor, in consultation with the Custodial Sponsor, or if the Administrative Sponsor fails so to specify, as selected by the Trustee, in the name, and for the benefit, of the Trust, subject only to draft or order by the Trustee acting pursuant to the terms of the Trust Agreement. The Trustee will hold in such account all cash that it has credited to such account to reflect the reserves for taxes or other governmental charges and other contingent liabilities payable out of the Trust that the Trustee has determined from time to time to be required by generally accepted accounting principles.

All gold is valued based on its Fine Ounce content, calculated by multiplying the weight of gold by its purity; the same methodology is applied independent of the type of gold held by the Trust. The Trustee values the gold held by the Trust based on the afternoon LBMA Gold Price, or the morning LBMA Gold Price, if such day’s afternoon LBMA Gold Price is not available. If no LBMA Gold Price is available for the day, the Trustee will value the Trust’s gold based on the most recently announced afternoon LBMA Gold Price or morning LBMA Gold Price. If the Custodial Sponsor determines that such price is inappropriate to use, it shall identify an alternate basis for evaluation to be employed by the Trustee. The Custodial Sponsor may instruct the Trustee to use a different publicly available price which the Custodial Sponsor determines to fairly represent the commercial value of the Trust’s gold. Once the value of gold has been determined, the Trustee will subtract all estimated accrued but unpaid fees, expenses and other liabilities of the Trust from the total value of gold and any other assets of the Trust (other than any amounts credited to the Trust’s reserve account), including cash, if any. The resulting figure is the Net Asset Value of the Trust. The Trustee will also determine the Net Asset Value per share by dividing the Net Asset Value of the Trust by the number of the shares outstanding as of the close of trading on the NYSE Arca (which includes the net number of any shares deemed created or redeemed on such evaluation day).

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The Trustee’s estimation of accrued but unpaid fees, expenses and liabilities will be conclusive upon all persons interested in the Trust, and no revision or correction in any computation made under the Trust Agreement will be required by reason of any difference in amounts estimated from those actually paid.

The Sponsors and the investors may rely on any evaluation or determination of any amount made by the Trustee, and, except for any determination by a Sponsor as to the price to be used to evaluate gold, a Sponsor will have no responsibility for the evaluation’s accuracy. The determinations the Trustee makes will be made in good faith upon the basis of, and the Trustee will not be liable for any errors contained in, information reasonably available to it. The Trustee will not be liable to a Sponsor, Authorized Participants, the investors or any other person for errors in judgment. However, the preceding liability exclusion will not protect the Trustee against any liability resulting from bad faith or gross negligence in the performance of its duties.

Impact of Trust Expenses on the Trust’s Net Asset Value

The Net Asset Value of the Trust is used to compute the Custodial Sponsor Fee, and the Trustee will subtract from the Net Asset Value of the Trust the amount of accrued Custodial Sponsor Fee. The Trust will withdraw gold from the Trust Allocated Metal Account for credit to the Trust Unallocated Metal Account and subsequently transfer such gold to an account maintained for the benefit of the Custodial Sponsor to pay the Custodial Sponsor Fee and reimburse the Custodial Sponsor for expenses that the Custodial Sponsor has paid on the Trust’s behalf. Should the need arise for the Trust to sell gold for expenses the Custodial Sponsor does not pay, the purchase price received as consideration for such sales will be the Trust’s sole source of funds to cover its liabilities. The Trust does not engage in any activity designed to derive a profit from changes in the price of gold. Gold not needed to redeem Baskets, to pay the Custodial Sponsor Fee or to cover the Trust expenses not assumed by the Custodial Sponsor, is held in physical form by the Custodian. As a result of the payment of the Custodial Sponsor Fee in-kind and potential sales of gold to pay in cash the Trust expenses not assumed by the Custodial Sponsor, the Net Asset Value of the Trust and, correspondingly, the fractional amount of gold represented by each share will decrease over the life of the Trust. New deposits of gold, received in exchange for additional new Baskets issued by the Trust, will not reverse this trend.

Hypothetical Expense Example

The following table, prepared by the [Custodial Sponsor], illustrates the anticipated impact of the payment by the Trust of the Custodial Sponsor Fee in gold. It assumes that the price of gold will remain constant during the three-year period covered. The table does not show the impact of any extraordinary expenses the Trust may incur. Any such extraordinary expenses, if and when incurred, will accelerate the decrease in the fractional amount of gold represented by each share.

	Year 1	Year 2	Year 3
Hypothetical gold price per ounce	$ [XX]	$ [XX]	$ [XX]
Custodial Sponsor Fee	[XX]%	[XX]%	[XX]%
Shares of trust, beginning	[XX]	[XX]	[XX]
Ounces of gold in trust, beginning	[XX]	[XX]	[XX]
Beginning Net Asset Value of the Trust	$ [XX]	$ [XX]	$ [XX]
Gold withdrawn for the benefit of the Custodial Sponsor to cover the Custodial Sponsor Fee	[XX]	[XX]	[XX]
Closing ounces of gold in trust	[XX]	[XX]	[XX]
Closing NAV	[XX]	[XX]	[XX]
Ending NAV per share	$ [XX]	$ [XX]	$ [XX]

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Termination of the Trust

The Trustee will notify investors at least 30 days before the date for termination of the Trust Agreement and the Trust if any of the following occurs:

● The Trustee is notified that the shares are delisted from the NYSE Arca and are not approved for listing on another national securities exchange within five business days of their delisting;

● Investors acting in respect of at least 75% of the outstanding shares notify the Trustee that they elect to terminate the Trust;

● 60 days have elapsed since the Trustee notified the Sponsors of the Trustee’s election to resign or since the Sponsors removed the Trustee, and a successor trustee has not been appointed and accepted its appointment;

● the SEC determines that the Trust is an investment company under the 1940 Act, and the Trustee has actual knowledge of such Commission determination;

● the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act, and the Trustee has actual knowledge of that determination;

● the Trust fails to qualify for treatment, or ceases to be treated, as a “grantor trust” for federal tax purposes, and the Trustee receives notice from the Sponsors that the Sponsors have determined that, because of that tax treatment or change in tax treatment, the termination of the Trust is advisable;

● the Trustee receives notice from the Sponsors of their joint agreement to terminate the Trust;

● 60 days have elapsed since DTC or another depository has ceased to act as depository with respect to the shares, and the Sponsors have not identified another depository that is willing to act in such capacity; or

● if the law governing the Trust limits the maximum period during which the Trust may continue, upon the expiration of 21 years after the death of the last survivor of all of the descendants of Elizabeth II, Queen of England, living on the date of the Trust Agreement.

If the Administrative Sponsor fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties that by the terms of the Trust Agreement are required to be undertaken or performed by it and such failure or incapacity is not cured within 30 days following receipt of notice from the Trustee or the Custodial Sponsor of such failure or incapacity, or if the Administrative Sponsor is adjudged bankrupt or insolvent, or a receiver of the Administrative Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Administrative Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor shall be deemed conclusively to have resigned effective immediately upon the occurrence of any of the specified events, or if the Administrative Sponsor resigns by sending notice of resignation to the Trustee without the appointment by the resigning Administrative Sponsor of a successor Administrative Sponsor qualified to assume the duties of the resigning Administrative Sponsor (which successor Administrative Sponsor is subject to the Custodial Sponsor’s prior written consent and may not be the Custodial Sponsor), the Custodial Sponsor, or in the event there is no Custodial Sponsor, the Trustee, may do any one or more of the following: (i) it may appoint a successor Administrative Sponsor to assume, with such compensation from the Trust as the Custodial Sponsor or Trustee, as applicable, may deem reasonable under the circumstances, the duties and obligations of the Administrative Sponsor under the Trust Agreement by an instrument of appointment and assumption executed by the party making the appointment and accepted by the Trustee; or (ii) it may terminate and liquidate the Trust and distribute its remaining assets pursuant to the Trust Agreement. Any appointment of a successor Administrative Sponsor by the resigning Administrative Sponsor or Custodial Sponsor is subject to the prior written consent of the Trustee which may not be unreasonably withheld.

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If the Custodial Sponsor wishes to resign as Custodial Sponsor, or otherwise fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties that by the terms of the Trust Agreement are required to be undertaken or performed by it, including a failure to perform its functions as Custodian, and such failure or incapacity is not cured within 30 days following receipt of notice from the Administrative Sponsor of such failure or incapacity, or if the Custodial Sponsor is adjudged bankrupt or insolvent, or a receiver of the Custodial Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Custodial Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor, or in the event there is no Administrative Sponsor, the Trustee, may (i) terminate and liquidate the Trust and distribute its remaining assets pursuant to the Trust Agreement; or (ii) with the prior written consent of the Custodial Sponsor, appoint a successor Custodial Sponsor and Custodian to assume, with such compensation from the Trust as the Administrative Sponsor or Trustee, as applicable, may deem reasonable under the circumstances, the duties and obligations of the Custodial Sponsor and Custodian under the Trust Agreement by an instrument of appointment and assumption executed by the party making the appointment and accepted by the Trustee. Any appointment of a successor Custodial Sponsor and Custodian is subject to the prior written consent of the Trustee which may not be unreasonably withheld.

Neither the remaining Sponsor, or if applicable, the Trustee, shall have any obligation to appoint a Sponsor or to assume the duties of a Sponsor and shall have no liability to any person because the Trust is or is not terminated pursuant to the preceding sentence.

On and after the date of termination of the Trust, the Trustee shall not accept any deposits of gold after the date of termination. If any shares remain outstanding after the date of termination, the Trustee thereafter shall discontinue the registration of transfers of shares, shall not make any distributions to investors, and shall not give any further notices or perform any further acts under the Trust Agreement, except that the Trustee will continue to collect distributions pertaining to Trust assets 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 will continue to deliver Trust assets, together with any distributions received with respect thereto and the net proceeds of the sale of any other property, in exchange for shares surrendered to the Trustee by Authorized Participants (after deducting or upon payment of, in each case, the fee of the Trustee for the surrender of shares, any expenses for the account of the investors in accordance with the terms and conditions of the Trust Agreement, and any applicable taxes or other governmental charges).

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At any time after the expiration of 60 days following the date of termination of the Trust, the Trustee shall sell the Trust assets then held under the Trust Agreement pursuant to the Custodial Sponsor’s direction, or, if the Custodial Sponsor fails to provide such direction, as the Trustee determines and may thereafter hold the net proceeds of any such sale, together with any other cash then held by the Trustee under the Trust Agreement, uninvested and without liability for interest, for the pro rata benefit of the investors that have not theretofore surrendered their shares. The Trustee shall have no liability for loss or depreciation resulting from any sale made pursuant to the Sponsors’ direction or otherwise made by the Trustee in good faith. After making such sale, the Trustee shall be discharged from all obligations under the Trust Agreement, except to deliver to investors against the surrender of their shares their pro rata portion of the net proceeds and other cash (after deducting, in each case, any accrued fees and expenses, any taxes, other governmental charges or liabilities payable by the Trust, and any expenses for the account of the investors in accordance with the terms and conditions of the Trust Agreement). Upon the termination of the Trust, the Sponsors shall be discharged from all obligations under the Trust Agreement except for their certain obligations to the Trustee that survive termination of the Trust Agreement.

Amendments

The Trustee and the Sponsors may amend any provisions of the Trust Agreement without the consent of any person, including any investor, provided that 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 investors will not become effective as to outstanding shares until 30 days after notice of such amendment is given to the investors. Notwithstanding the foregoing, the Custodial Sponsor may increase or decrease the Custodial Sponsor Fee upon 3 business days’ prior notice being posted on the website of the Trust and upon 3 business days’ prior notice being given to the Trustee. Every investor, 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 the Trust Agreement as amended thereby. In no event shall any amendment impair the right of Authorized Participants to surrender Baskets and receive therefore the amount of Trust assets represented thereby, except in order to comply with mandatory provisions of applicable law.

Governing Law; Consent to New York Jurisdiction

The Trust Agreement, and the rights of the Sponsors, the Trustee, DTC (as registered owner of the Trust’s global certificates for shares) and the investors under the Trust Agreement, are governed by New York State law. The Sponsors, the Trustee, DTC, each Authorized Participant by its delivery of an Authorized Participant Agreement and each investor by the acceptance of a share consents to the jurisdiction of the courts of the State of New York and any federal courts located in the borough of Manhattan in New York City. Such consent is not required for any person to assert a claim of New York jurisdiction over the Sponsors or the Trustee.

Fiscal Year

The fiscal year of the Trust will initially be the period ending December 31 of each year. The Administrative Sponsor, in consultation with the Custodial Sponsor, may select an alternate fiscal year.

Not a Regulated Commodity Pool

The Trust does not trade in gold futures contracts on COMEX or on any other futures exchange. Because the Trust does not trade in gold futures contracts on any futures exchange, the Trust is not regulated by the CFTC under the Commodity Exchange Act as a “commodity pool,” and is not operated by a CFTC-regulated commodity pool operator. Investors in the Trust do not receive the regulatory protections afforded to investors in regulated commodity pools, nor may COMEX or any futures exchange enforce its rules with respect to the Trust’s activities. In addition, investors in the Trust do not benefit from the protections afforded to investors in gold futures contracts on regulated futures exchanges.

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Other Methods of Investing in Gold

The Trust competes with other financial vehicles, including traditional debt and equity securities issued by companies in the gold industry and other securities backed by or linked to gold, direct investments in gold and investment vehicles similar to the Trust.

DESCRIPTION OF THE SHARES

The Trustee is authorized under the Trust Agreement to create and issue an unlimited number of shares. The Trustee will create shares in Baskets (a Basket equals a block of 50,000 shares) only upon the order of an Authorized Participant. The shares represent units of fractional undivided beneficial interest in the net assets of the Trust and have no par value.

Investors may obtain gold pricing information based on the spot price for a Fine Ounce from various financial information service providers. Current spot prices also are generally available with bid/ask spreads from gold bullion dealers. In addition, the Trust’s website ([Internet Address]) will provide pricing information for gold spot prices and the shares. Market prices for the shares will be available from a variety of sources including brokerage firms, information websites and other information service providers. The Net Asset Value of the Trust will be published by a Sponsor on each day that the NYSE Arca is open for regular trading and will be posted on the Trust’s website.

Any creation and issuance of shares above the amount registered on the registration statement of which this Prospectus is a part will require the registration of such additional shares.

Description of Limited Rights

The shares do not represent a traditional investment and you should not view them as similar to “shares” of a corporation operating a business enterprise with management and a board of directors. As an investor, you will not have the statutory rights normally associated with the ownership of shares of a corporation, including, for example, the right to bring “oppression” or “derivative” actions. All shares are of the same class with equal rights and privileges. Each share is transferable, is fully paid and non-assessable and entitles the holder to vote on the limited matters upon which investors may vote under the Trust Agreement. The shares are entitled to be redeemed or exchanged for gold as described in this Prospectus. The shares do not entitle their holders to any conversion or pre-emptive rights or redemption rights for single shares.

Redemption of Shares

The shares may be redeemed by or through an Authorized Participant in Baskets. See “Creation and Redemption of Shares by Authorized Participants” for details.

Distributions

If the Trust is terminated and liquidated, the Trustee will distribute to the investors any amounts remaining after the satisfaction of all outstanding liabilities of the Trust and the establishment of such reserves for applicable taxes, other governmental charges and contingent or future liabilities as the Trustee shall determine. See “Description of the Trust - Termination of the Trust.” Investors of record on the record date fixed by the Trustee, in consultation with the Administrative Sponsor, for a distribution will be entitled to receive their pro rata portion of any distribution.

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Voting Rights

Under the Trust Agreement, investors have no voting rights, except in limited circumstances. However, registered holders of at least 25% of the shares have the right to require the Trustee to cure any material breach by it of the Trust Agreement, and registered holders of at least 75% of the shares have the right to require the Trustee to terminate the Trust Agreement. In addition, certain amendments to the Trust Agreement require advance notice to the investors before the effectiveness of such amendments, but no investor vote or approval is required for any amendment to the Trust Agreement.

Book-Entry Form

Individual certificates will not be issued for the shares. Instead, one or more global certificates will be deposited by the Trustee with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates will evidence all of the shares outstanding at any time. Under the Trust Agreement, investors may only hold shares through (1) DTC Participants, (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (Indirect Participants), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the shares through DTC Participants or Indirect Participants. The shares are only transferable through the book-entry system of DTC. Investors who are not DTC Participants may transfer their shares through DTC by instructing the DTC Participant holding their shares (or by instructing the Indirect Participant or other entity through which their shares are held) to transfer the shares. Transfers will be made in accordance with standard securities industry practice.

DTC may decide to discontinue providing its service with respect to Baskets and/or the shares by giving notice to the Trustee and the Administrative Sponsor. Under such circumstances, the Administrative Sponsor, in consultation with the Custodial Sponsor, will find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable, the Trustee will terminate the Trust.

The rights of the investors generally must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC. Because the shares can only be held in book-entry form through DTC and DTC Participants, investors must rely on DTC, DTC Participants and any other financial intermediary through which they hold the shares to receive the benefits and exercise the rights described in this section. Investors should consult with their broker or financial institution to find out about procedures and requirements for securities held in book-entry form through DTC.

Share Splits

If the Administrative Sponsor believes that the per share price in the secondary market for shares has fallen outside a desirable trading price range, the Administrative Sponsor, in consultation with the Custodial Sponsor, may direct the Trustee to declare a split or reverse split in the number of shares outstanding and to make a corresponding change in the number of shares constituting a Basket.

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Delivery of Gold to and from the Trust

Pursuant to agreements between Gold Corporation, in its individual capacity, and the Authorized Participants, the Basket Gold Amount to be deposited by an Authorized Participant into the Trust Unallocated Metal Account in connection with a Purchase Order and the amount of gold to be withdrawn from the Trust Unallocated Metal Account and Delivered to an Authorized Participant in connection with a Redemption Order shall be deposited into or withdrawn from the Trust Unallocated Metal Account either by way of transfer from or to the GC Metal Account or by way of transfer from or to a Gold account of an Authorized Participant maintained on an Unallocated Basis by Gold Corporation.

None of the Trustee, the Sponsors (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) or the Trust shall have any liability for any loss resulting from the use of the GC Metal Account or for any act or inaction of Gold Corporation related to the GC Metal Account.

THE SPONSORS

Gold Corporation and ETC are the sponsors of the Trust. Gold Corporation is a statutory corporation established by the Gold Corporation Act 1987 (Western Australia) and wholly-owned by the Government of Western Australia. Gold Corporation’s mailing address is GPO Box M924, Perth, WA 6843, Australia. Gold Corporation and its subsidiaries, trading as The Perth Mint, supply precious metal related products and services. ETC is an Oklahoma limited liability company majority owned by Cottonwood ETF Holdings LLC. ETC’s mailing address is 10900 Hefner Pointe Drive, Suite 207, Oklahoma City, Oklahoma 73120. ETC is a registered investment adviser and provides investment advisory services to domestic and international equity and fixed income ETFs. As of [Date], ETC had approximately $[XX] of assets under management.

The Sponsors arranged for the creation of the Trust, the registration of the shares for their public offering in the United States and the listing of the shares on the NYSE Arca. Each Sponsor’s role is discussed in greater detail below, and each Sponsor has undertaken the responsibilities set forth below.

The Custodial Sponsor’s Role

In exchange for the Custodial Sponsor Fee, the Custodial Sponsor has agreed to assume the payment of expenses incurred by the Trust, including but not limited to: organizational expenses; the Trustee’s monthly fee for its ordinary services and reimbursement of its ordinary out-of-pocket expenses; the Administrative Sponsor’s fee payable pursuant to the Trust Agreement; the Custodian’s fees and expenses reimbursable to it pursuant to the Custody Agreement (if any); marketing expenses; exchange listing fees; SEC registration fees; printing and mailing costs; maintenance expenses for the Trust’s website; audit fees and expenses; routine legal fees and expenses (for instance, the Administrative Sponsor, with the prior approval of the Custodial Sponsor, may from time to time employ counsel to act on behalf of the Trust and perform any legal services in connection with the Trust, including any legal matters relating to the possible disposition or acquisition of any gold. Such fees and expenses shall be paid by the Custodial Sponsor). However, the Custodial Sponsor will not be responsible for litigation expenses, taxes and other governmental charges, indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement, extraordinary expenses, and otherwise as set forth in the Trust Agreement.

In addition, the Custodial Sponsor may perform assaying of Physical Gold, and other services relating to the safe custody of gold, as necessary.

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The Administrative Sponsor’s Role

The Administrative Sponsor generally oversees the performance of the Trustee and the Trust’s principal service providers, but does not exercise day-to-day oversight of the Trustee or such service providers. The Administrative Sponsor, with the prior written approval of the Custodial Sponsor, may remove the Trustee and appoint a successor Trustee (1) if the Trustee ceases to meet certain objective requirements (including the requirement that it have capital, surplus and undivided profits of at least $150 million), (2) if, having received written notice from the Administrative Sponsor, in consultation with the Custodial Sponsor, or registered owners acting on behalf of at least 25% of the outstanding shares, of a material breach of the Trustee’s obligations under the Trust Agreement, the Trustee has not cured the breach within 30 days, or (3) if the Trustee fails to consent to the implementation of an amendment to the Trust’s initial Internal Control Over Financial Reporting reasonably deemed necessary by the Administrative Sponsor and, after consultations with the Administrative Sponsor, the Administrative Sponsor and the Trustee fail to resolve their differences regarding the proposed amendment. The Administrative Sponsor, in consultation with the Custodial Sponsor, also has the right to replace the Trustee during the 90 days following any merger, consolidation or conversion in which the Trustee is not the surviving entity or, in its discretion, on the fifth anniversary of the creation of the Trust or on any subsequent third anniversary thereafter.

In addition, the Administrative Sponsor: (1) will develop a marketing plan for the Trust on an ongoing basis; (2) will prepare marketing materials regarding the shares; (3) will maintain the Trust’s web site; and (4) may request the Trustee to order Custodian audits (to the extent permitted under the Custody Agreement).

Liability of the Sponsors and Indemnification

The Trust Agreement provides that a Sponsor will not assume any obligation nor shall a Sponsor be subject to any liability to any registered owner of shares, Authorized Participant or other person (including liability with respect to the worth of the Trust Property), except that each Sponsor agrees to perform its obligations under the Trust Agreement without gross negligence, willful misconduct or bad faith. A Sponsor or any of its respective directors, officers, managers, members, employees, agents or affiliates will not be liable if the Sponsor is prevented, forbidden, subject to civil or criminal penalty or delayed in meeting its obligations under the Trust Agreement by reason of any law, regulation, governmental or regulatory authority, stock exchange, or by reason of any act of God or war or terrorism or other circumstances beyond its control. A Sponsor will not be liable by reason of any non-performance or delay in the performance of any action which may be performed under the Trust Agreement or by exercising, or not, any discretion provided for in the Trust Agreement.

Each Sponsor and its members, managers, directors, officers, employees, agents and affiliates shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by such Sponsor in furtherance of the administration of the Trust (including Authorized Participant Agreements to which the Administrative Sponsor is a party, including the Administrative Sponsor’s indemnification obligations thereunder) or any actions taken in accordance with the provisions of the Trust Agreement, to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance with the provisions of the Trust Agreement, or any such other agreement or (ii) reckless disregard on the part of such indemnified party of its obligations and duties under the Trust Agreement, or any such other agreement. Each Sponsor (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) and its members, managers, directors, officers, employees, agents and affiliates shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with any services Gold Corporation may, directly or indirectly, separately offer or provide to any beneficial owner. Such indemnities shall include payment from the Trust of the reasonable costs and expenses incurred by such indemnified party in investigating or defending itself against any such loss, liability or expense or any claim therefor, provided that such indemnified party shall repay to the Trust the amount of any such reasonable costs and expenses paid by the Trust to the extent it may be ultimately determined that such indemnified party was not entitled to be indemnified under the Trust Agreement because clause (i) or clause (ii) of this paragraph applied.

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The Sponsors may rely on information provided by the Trustee from the records of the Trust for securities filings, including a free writing prospectus or marketing materials. If such information is incorrect or omits material information and is the foundation for a claim against a Sponsor, such Sponsor may be entitled to indemnification from the Trust.

Suspension of Delivery of Physical Gold to Investors

The delivery of Physical Gold in exchange for shares shall be suspended in the event Gold Corporation resigns as Custodial Sponsor or, is otherwise unable or unwilling to accept applications from investors with respect to the delivery of shares in exchange for Physical Gold.

Management of the Sponsors

Custodial Sponsor

Richard Hayes is the Chief Executive Officer and Caroline Preuss is the Chief Financial Officer of the Custodial Sponsor.

The Custodial Sponsor is managed by a Board of Directors composed of Don Mackay-Coghill, Peter Unsworth, Gaye McMath, Kaylene Gulich, Chris Wharton, Liam Twigger, John O’Connor, Mark Puzey and Richard Hayes.

Mr. Mackay-Coghill, age 75, was appointed Chairman of the Board of Directors of the Custodial Sponsor in July 2015. From June 2009 to July 2015 he managed his private investments. He previously served as Non-Executive Director of the Custodial Sponsor from July 2003 until June 2009. During this period he was also Chairman of AGR Matthey, a joint venture between Gold Corporation, Johnson Matthey Australia and Newmont, and was a Director of the World Gold Council based in London. Prior to that, he served as Chief Executive Officer of the Custodial Sponsor from 1986 until June 2003.

Mr. Unsworth, age 69, was appointed to the Board of Directors of the Custodial Sponsor in September 2015. He previously served as a Director and then Chairman of the Custodial Sponsor from 1996 to 2008. Mr. Unsworth also currently serves as the Non-Executive Chairman of Impact Minerals Ltd, and has been a Director since April 2006. He has previously been a Director of several listed companies including: venture capital company Westintech Innovation Corporation Limited; gold mining company Indian Ocean Resources Limited; gold, zinc, lead and silver mining company Perilya Mines Limited; office products distribution company National 1 Limited, and Kimberley Oil and Gas Limited. Mr. Unsworth’s career has also included senior management positions with an international accounting firm in both Perth and Sydney, a number of years with The Stock Exchange of Perth Limited as Chief Executive, and Director of Corporate Finance with a large stockbroking company.

Ms. McMath, age 57, was appointed to the Board of Directors of the Custodial Sponsor in July 2007. She also served as the Chief Operating Officer at the University of Western Australia (UWA) from 2014 to 2016. Prior to that, Ms. McMath held the position of Executive Director of Finance and Resources at UWA from 2004 to 2014, and prior to that role was Pro Vice-Chancellor (Resource Management) and Chief Financial Officer at Murdoch University from 2001 to 2004. Prior to this role, Ms. McMath had a 23 year career with BHP Billiton, where she held a range of Directorships on a number of domestic and international mining infrastructure subsidiary and joint venture boards. She has also held directorships for the past 19 years in the Resources, Infrastructure, Energy, Financial Services, Property, Education, Healthcare and the Arts.

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Ms. Kaylene Gulich was appointed to the Board of Directors of the Custodial Sponsor in September 2017. Kaylene is the Executive Director of Infrastructure and Finance in the Western Australian Government’s Department of Treasury, a position she has held since April 2013. She is responsible for the management and governance of Government Trading Enterprises, supporting the State’s financial management and infrastructure development, legislative and accounting standards advice, and supporting efficient and effective delivery of services. Ms. Gulich joined the Western Australian Government Treasury Department in 2002 and has previously held a position on the Western Australian Treasury Corporation Board. She participates in several cross-agency steering committees and is a member of the Infrastructure Coordinating Committee and a member of CPA Australia.

Mr. Wharton, age 59, was appointed to the Board of Directors of the Custodial Sponsor in November 2004. He also serves as Chief Executive Officer of Seven West Media WA (SWM). Before that, Mr. Wharton was Chief Executive Officer of West Australian Newspapers, a position he held from December 2008. Prior to that, he was Managing Director of Channel Seven Perth Pty Limited for nine years. Mr. Wharton has been a member of the West Australian Olympic Team Appeal Committee since 2000, is a member of the Australian Institute of Company Directors, the Australian Institute of Management and is a former Councillor, Board member and Vice President of the West Australian Chamber of Commerce and Industry.

Mr. Twigger, age 54, was appointed to the Board of Directors of the Custodial Sponsor in January 2016. For the past seven years, Mr. Twigger has also held the position of Managing Director of the web based mine broking business MinesOnline.com and currently resides on the board as Chairman. He has over twenty years’ experience in the fields of investment banking and corporate finance and was the founding director of MinesOnline.com’s parent company, PCF Capital Group. In 1995, he established Macquarie Bank’s Bullion and Commodities division in Perth, Western Australia and served as Head of Macquarie Bank Limited in Western Australia from 1994 to 1997. Mr. Twigger is currently also Chairman of Football West Limited, the governing body for soccer in Western Australia.

Mr. O’Connor, age 59, was appointed to the Board of Directors of the Custodial Sponsor in January 2016. He is a former partner of PricewaterhouseCoopers (PwC) where he spent 34 years of his career, including 24 years as an audit partner. During his time with PwC, Mr. O’Connor held the role of Managing Partner of PwC Perth, where he also led the assurance practice. He has extensive audit experience in the resources sector, both within Australia and globally. In March 2013, Mr. O’Connor retired from PwC and now holds a number of non-executive director roles. He is a Fellow of the Institute of Chartered Accountants in Australia and New Zealand, a Fellow of the Institute of Chartered Accountants in England and Wales, and a Fellow of the Institute of Company Directors.

Mr. Mark Puzey was appointed to the Board of Directors of the Custodial Sponsor in February 2018. He is also a Non Executive Director of Patersons Securities Limited since October 2016. He was a partner of KPMG Australia having joined the firm over thirty three years ago in 1983 until 2016. He is a Fellow of the Institute of Company Directors (FAICD) and a Fellow of the Institute of Chartered Accountants (FCA). He graduated from The University of Western Australia in 1982 with a Bachelor of Commerce with Accounting and Computer Science majors.

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Mr. Hayes, age 57, was appointed to the Board of Directors of the Custodial Sponsor in April 2003. He has also served as Chief Executive officer of the Custodial Sponsor since July 2015. Mr. Hayes had been Chief Financial Officer and Deputy CEO since joining the Custodial Sponsor in March 2003. Mr. Hayes was previously the Chief Operating Officer and an Executive Director of AGR Matthey from October 2002 to March 2003 and prior to that he was Director, Finance and Deputy Managing Director of AGR Joint Venture from December 1998 to October 2002. Prior to that, he was Chief Financial Officer and Company Secretary of Golden West Refining Corporation Ltd, an ASX-listed company controlled by N M Rothschild & Sons Ltd, which, in December 1998, merged with Gold Corporation’s refining and jewelry manufacturing business to become the AGR Joint Venture.

Ms. Preuss, age 34, was appointed Chief Financial Officer of the Custodial Sponsor in August 2015 and has worked for the Custodial Sponsor since 2013. Prior to her current role, Ms. Preuss was at PricewaterhouseCoopers where she specialised in Financial Services and Mining across Australia, the UK and the USA. Ms. Preuss holds a Bachelor of Commerce and Bachelor of Science from the University of Western Australia and a Post Graduate Diploma in Chartered Accounting. Since 2010, Ms. Preuss has been a Lecturer, Facilitator and Exam Panel Member for the Institute of Chartered Accountants Australia and New Zealand.

Administrative Sponsor

J. Garrett Stevens is the Chief Executive Officer and Richard Hogan is the President of the Administrative Sponsor. Jay Baker is the Administrative Sponsor’s Director of Capital Markets.

J. Garrett Stevens has served as the Chief Executive Officer of the Administrative Sponsor since 2009. In this position, he oversees and is actively involved in the firm’s daily operations. He is also President and Chairman of the Board of the Exchange Traded Concepts Trust I and President of ETC Trust II and holds the position of Chairman of the Administrative Sponsor’s Executive Committee. Prior to joining the Administrative Sponsor, Mr. Stevens founded FaithShares in 2009 where he served as CEO, launching the first family of faith-based ETFs in the marketplace. Mr. Stevens began his professional career in 2000 as a stock broker and investment advisor at T.S. Phillips Investments, Inc. serving as vice president. Mr. Stevens holds a Bachelor’s degree in Finance from Oklahoma State University.

Richard Hogan has served as the President of the Administrative Sponsor since 2011. Previously, Mr. Hogan was a Founder and Managing Member of Yorkville ETF Advisors, a sponsor of exchange traded funds which were sold to Van Eck in 2016. He began his professional career as an Independent Options Trader on the floors of the New York Stock Exchange and American Stock Exchange. After successfully trading his own account, Mr. Hogan was recruited by Spear, Leeds & Kellogg (“SLK”) as a Specialist in early 1987. Mr. Hogan became a Limited Partner at SLK in 1990 and a Managing Director in 1992. As Managing Director of the Index Derivatives Group, Mr. Hogan established trading operations in Chicago, Singapore and London as well as other satellite operations. In 2000, Mr. Hogan became a Managing Director of Goldman Sachs when SLK was merged. He played a critical role in combining the ETF operations of SLK, Goldman and Hull Trading, a prior Goldman acquisition. Since 2002, Mr. Hogan has been actively managing his own portfolio. He graduated from Villanova University in 1983 with an Honors Bachelor of Arts degree.

Jay Baker joined the Administrative Sponsor in September 2011 and serves as Director of Capital Markets, focusing primarily on new Business Development. Mr. Baker played a lead role in the creation and successful launch of the Yorkville products - one of which being the first ETF launched on ETC’s platform in 2012 - which were acquired by Van Eck in early 2016. Through Mr. Baker’s leadership and expertise, he has since assisted in bringing 19 funds to market through ETC, whose assets now total approximately $2 billion to date. Prior to his partnership with the Administrative Sponsor, Mr. Baker spent 12 years at Goldman Sachs, where he was a Vice President of ETF Business Development for their Electronic ETF Trading Group. He previously worked at the American Stock Exchange in the ETF and Options department and was involved with marketing of the SPDR, the first ETF launched in the United States. The SPDR trades 200 million shares a day and has approximately $200 billion in AUM. Mr. Baker graduated from Ohio Wesleyan University with a BA and received an MBA in Finance from Pace University.

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There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any executive officer, manager, promoter or control person of a Sponsor during the past ten years.

Successor Sponsors

Neither the Trustee nor a remaining Sponsor has an obligation to appoint a successor Sponsor or to assume the duties of a Sponsor and will have no liability to any person because the Trust is or is not terminated as described in “Description of the Trust - Terminating the Trust” above.

THE TRUSTEE

The Bank of New York Mellon (BNYM), a banking corporation organized under New York State law with trust powers, serves as the Trustee. BNYM has a trust office at 2 Hanson Place, Brooklyn, New York 11217. BNYM is subject to supervision by the New York State Financial Services Department and the Board of Governors of the Federal Reserve System. Information regarding creation and redemption Basket composition, Net Asset Value of the Trust, transaction fees for the creation and redemption of Baskets and the names of the parties that have executed an Authorized Participant Agreement may be obtained from BNYM. A copy of the Trust Agreement is available for inspection at BNYM’s trust office identified above. Under the Trust Agreement, the Trustee is required to maintain capital, surplus and undivided profits of at least $150 million.

The Trustee’s Role

The Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust’s operational records. The Trustee’s principal responsibilities include: (1) valuing the Trust’s gold and calculating the Net Asset Value per share of the Trust, (2) supplying inventory information received from the Custodian to the Administrative Sponsor for the Trust’s website; (3) receiving and processing orders from Authorized Participants for the creation and redemption of Baskets; (4) coordinating the processing of orders from Authorized Participants with the Custodian and DTC, including coordinating with the Custodian the receipt of gold transferred to the Trust in connection with each issuance of Baskets; (5) transferring gold to the Custodial Sponsor in lieu of paying the Custodial Sponsor Fee in cash; (6) transferring gold to the Custodial Sponsor in lieu of reimbursing the Custodial Sponsor for cash payments owed by the Trust, but undertaken by the Custodial Sponsor; (7) selling the Trust’s gold pursuant to a Sponsor’s direction or otherwise as needed to pay any extraordinary Trust expenses that are not assumed by a Sponsor; (8) holding the Trust’s cash and other financial assets, if any; (9) when appropriate, making distributions of cash or other property (other than gold) to investors; and (10) receiving and reviewing reports on the custody of and transactions in the Trust’s gold from the Custodian and taking such other actions in connection with the custody of gold as a Sponsor instructs. The Trustee shall, with respect to directing the Custodian, act in accordance with the instructions of the Custodial Sponsor or the Administrative Sponsor in accordance with the Trust Agreement. Under the agreement with the Custodian, the Trustee, the Administrative Sponsor and their Physical Gold auditors may visit the premises of the Custodian for the purpose of examining the Trust’s gold and certain related records maintained by the Custodian.

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The Trustee intends to regularly communicate with the Sponsors in connection with the administration of the Trust. The Trustee does not monitor the performance of the Custodian other than to review the reports provided by the Custodian pursuant to the Custody Agreement. The Trustee, along with the Sponsors, will liaise with the Trust’s legal, accounting and other professional service providers as needed. The Trustee will assist and support the Administrative Sponsor with the preparation of all periodic reports required to be filed with the SEC on behalf of the Trust. The Trustee’s monthly fees and out-of-pocket expenses will be paid by the Custodial Sponsor. Affiliates of the Trustee may from time to time act as Authorized Participants or purchase or sell gold or shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

The Trustee will keep proper books of registration and transfer of shares at its office located in New York or such office as it may subsequently designate. These books and records are open to inspection by any person who establishes to the Trustee’s satisfaction that such person is an investor at all reasonable times during the usual business hours of the Trustee. The Trustee will keep a copy of the Trust Agreement on file in its office which will be available for inspection on reasonable advance notice at all reasonable times during its usual business hours by any investor.

Qualifications of the Trustee

The Trust Agreement provides that the Trustee and any successor trustee must be (1) a bank, trust company, corporation or national banking association organized and doing business under the laws of the United States or any of its states and authorized under such laws to exercise corporate trust powers, (2) a participant in DTC or such other securities depository as shall then be acting with respect to the shares and (3) unless counsel to a Sponsor, the appointment of which is acceptable to the Trustee, determines that such requirement is not necessary for the exception under section 408(m)(3)(B) of the Code to apply, a banking institution as defined in Code section 408(n). The Trustee and any successor trustee must have, at all times, an aggregate capital, surplus, and undivided profits of at least $150 million.

General Duty of Care of Trustee

The Trustee is a fiduciary under the Trust Agreement; provided, however, that the fiduciary duties and responsibilities and liabilities of the Trustee are limited by, and are only those specifically set forth in, the Trust Agreement. For limitations of the fiduciary duties of the Trustee, see the limitations on liability set forth in “The Trustee-Limitation on Trustee’s liability” and “The Trustee-Trustee’s Liability for Custodial Services and Agents.”

Limitation on Trustee’s Liability

The Trust Agreement provides that the Trustee will not assume any obligation nor shall the Trustee be subject to any liability to any registered or beneficial owner of shares, Authorized Participant or other person (including liability with respect to the worth of the Trust Property), except that the Trustee agrees to perform its obligations under the Trust Agreement without gross negligence, willful misconduct or bad faith. The Trustee shall not have any obligation or liability for, or otherwise related to, any services Gold Corporation may, directly or indirectly, separately offer or provide to any beneficial owner. In no event will the Trustee be liable for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document (1) from a Sponsor, the Custodian or any entity acting on behalf of either which the Trustee believes is given pursuant to or is authorized by the Trust Agreement or the Custody Agreement, respectively; and (2) from or on behalf of any Authorized Participant which the Trustee believes is given pursuant to or is authorized by an Authorized Participant Agreement (provided that the Trustee has complied with the verification procedures specified in the Authorized Participant Agreement). In no event will the Trustee be liable for acting or omitting to act in reliance upon the advice of or information from legal counsel, accountants, any Authorized Participant, any registered owner, any beneficial owner, or any other person believed by it in good faith to be competent to give such advice or information. The Trustee or any of its respective directors, officers, managers, members, employees, agents or affiliates will not be liable if the Trustee is prevented, forbidden, subject to civil or criminal penalty or delayed in meeting its obligations under the Trust Agreement by reason of any law, regulation, governmental regulatory authority, stock exchange, or by reason of any act of God or war or terrorism or other circumstances beyond its control.

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The Trustee will not be liable by reason of any non-performance or delay in the performance of any action which may be performed under the Trust Agreement or by exercising, or not, any discretion provided for in the Trust Agreement. The Trustee will not be liable for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, or for an amount in excess of the value of the Trust’s assets.

Trustee’s Liability for Custodial Services and Agents

The Trust Agreement provides that the Trustee will not be answerable for the default or misconduct of the Custodian, agents, attorneys, accountants, auditors and other professionals appointed by the Sponsors to provide services on behalf of the Trust. The Trustee may also employ custodians for Trust assets other than gold, agents, attorneys, accountants, auditor and other professionals (including any affiliate of the Trustee or of a Sponsor) and shall not be answerable for the default or misconduct of any such custodians, agents, attorneys, accountants, auditors or other professionals if such custodians, agents, attorneys, accountants, auditors or other professionals were selected with reasonable care. In no event shall the Trustee be liable for (i) any loss or damage resulting from the actions or omissions of, or the insolvency of, the Custodian or any Sub-Custodian or loss or damage to the gold while in the possession of, or in transit to or from, the Custodian or any Sub-Custodian, (ii) the amount, validity or adequacy of insurance maintained by the Custodian or any Sub-Custodian, (iii) any defect in gold held by the Custodian or any Sub-Custodian, (iv) any failure of the gold to conform to the requirements of London Bars or otherwise conform to the requirements of Physical Gold and (v) any failure of gold to conform to a description thereof provided by the Custodian to the Trustee.

Taxes

Under the Trust Agreement, the Trustee will not be personally liable for any taxes or other governmental charges imposed on the gold or its custody, moneys or other Trust assets, or on the income therefrom or the sale or proceeds of the sale thereof, or on it as Trustee or on or in respect of the Trust or the shares that it may be required to pay under any present or future law of the United States or of any other taxing authority having jurisdiction. For all such taxes and charges and for any expenses, including reasonable counsel’s fees, that the Trustee may sustain or incur with respect to such taxes or charges, the Trustee will be reimbursed and indemnified out of the Trust’s assets, and the payment of such amounts shall be secured by a lien on the Trust.

Indemnification of the Trustee

The Trust Agreement provides that the Trustee, its directors, officers, employees, shareholders agents and affiliates (as defined under the Securities Act) shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Trustee in furtherance of the administration of the Trust (including the Custody Agreement and any Authorized Participant Agreement, including the Trustee’s indemnification obligations under these agreements), or otherwise by reason of the Trustee’s acceptance or administration of the Trust to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of its obligations under the Trust Agreement or any such other agreement, or any actions taken in accordance with the provisions of this Agreement or any such other agreement, or (ii) reckless disregard on the part of such indemnified party of its obligations and duties under the Trust Agreement or any such other agreement. Each indemnified party shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with any services Gold Corporation may, directly or indirectly, separately offer or provide to any beneficial owner. Such indemnities shall include payment from the Trust of the reasonable costs and expenses incurred by such indemnified party in investigating or defending itself against any such loss, liability or expense or any claim therefor, provided that such indemnified party shall repay to the Trust the amount of any such reasonable costs and expenses paid by the Trust to the extent it may be ultimately determined that such indemnified party was not entitled to be indemnified under the Trust Agreement because clause (i) or clause (ii) of the sentence preceding the prior sentence applied. Any amounts payable to an indemnified party may be payable in advance or shall be secured by a lien on the Trust.

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Indemnity for Actions Taken to Protect the Trust

Under the Trust Agreement, the Trustee is under no obligation to appear in, prosecute or defend any action that in its opinion may involve it in expense or liability, unless it is furnished with reasonable security and indemnity against the expense or liability. The Trustee’s costs and expenses resulting from actions taken to protect the Trust and the rights and interests of investors under the Trust Agreement are deductible from and will constitute a lien against the Trust’s assets. Subject to the preceding conditions, the Trustee shall, in its discretion, undertake such action as it may deem necessary to protect the Trust and the rights and interests of investors pursuant to the terms of the Trust Agreement.

Protection for Amounts Due to Trustee

The Trustee is entitled to receive from the Custodial Sponsor fees for its ordinary services and reimbursement for its out-of-pocket expenses in accordance with a written agreement between the Custodial Sponsor and the Trustee. Should the Custodial Sponsor fail to pay such fees and expenses, the Trustee is authorized to charge such fees and expenses to the Trust, in an amount not exceeding the amount that could be charged to the Trust in respect of the Custodial Sponsor Fee (and the Trustee may charge such fees and expenses to the Trust to such extent without regard to whether, because of the Custodial Sponsor default, fee waiver or other reason, the Custodial Sponsor may not then be entitled to such fee), and any subsequent amounts paid to the Custodial Sponsor pursuant to the Trust Agreement shall be net of amounts so withheld. The Trustee’s right of reimbursement shall be secured by a lien on amounts chargeable to the Trust for the Custodial Sponsor Fee without giving effect to any fee waiver then in effect, prior to the interest of the Sponsors, the investors and any other person.

The Trustee is entitled to charge, and to be reimbursed by, the Trust for all expenses and disbursements incurred by it in the performance of its duties under the Trust Agreement, including the reasonable fees and disbursements of its legal counsel and expenses identified in the Custody Agreement as payable by the Trustee, other than (1) amounts payable by the Custodial Sponsor to the Trustee as described in the preceding paragraph, (2) expenses and disbursements incurred by the Trustee prior to the commencement of the trading of shares on the NYSE Arca and (3) fees of agents for performing services the Trustee is required to perform under the Trust Agreement. The Trustee’s right of reimbursement for expenses and disbursements under this paragraph shall constitute a lien on, and the amount thereof shall be deductible against, the assets of the Trust.

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Any pecuniary cost, expense or disbursement of the Trustee resulting from actions taken to protect the Trust and the rights and interests of investors pursuant to the Trust Agreement, including the Trustee’s appearance in, prosecution of or defense of any action that it considers necessary or desirable to protect the Trust or the interests of the investors, shall be deductible from, and constitute a lien on, the assets of the Trust.

Holding of Trust Property Other Than Gold

All moneys held by the Trustee shall be held by it, without interest thereon or investment thereof, as a deposit for the account of the Trust. Such held monies shall be deemed segregated by maintaining such monies in an account or accounts for the exclusive benefit of the Trust. The Trustee may also employ custodians for Trust assets other than gold, agents, attorneys, accountants, auditors and other professionals (including any affiliate of the Trustee and of a Sponsor) and shall not be answerable for the default or misconduct of any such custodians, agents, attorneys, accountants, auditors and other professionals if such custodians, agents, attorneys, accountants, auditors or other professionals shall have been selected with reasonable care. Any Trust assets other than gold or cash will be held by the Trustee either directly or through the Federal Reserve/Treasury Book Entry System for United States and federal agency securities (Book Entry System), DTC, or through any other clearing agency or similar system (Clearing Agency), if available. The Trustee will have no responsibility or liability for the actions or omissions of the Book Entry System, DTC or any Clearing Agency. The Trustee shall not be liable for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate changes, or similar matters relating to securities held at DTC or with any Clearing Agency unless the Trustee has received actual and timely notice of the same.

Resignation, Discharge or Removal of Trustee; Successor Trustees

Under the Trust Agreement, the Trustee may at any time resign as Trustee by written notice of its election to do so and delivery of such notice to the Sponsors, and such resignation shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as provided in the Trust Agreement.

The Administrative Sponsor, with the prior written approval of the Custodial Sponsor, may remove the Trustee as trustee by written notice delivered to the Trustee no more than 120 and at least 90 days prior to the fifth anniversary of the date of the Trust Agreement or, thereafter, by written notice delivered to the Trustee no more than 120 and at least 90 days prior to the last day of any subsequent three-year period. Subject to the terms of the Trust Agreement, such removal shall take effect upon the appointment of a successor trustee and its acceptance of such appointment.

The Administrative Sponsor, with the prior written approval of the Custodial Sponsor, may also remove the Trustee at any time if the Trustee (1) ceases to be a Qualified Bank (as defined below), (2) is in material breach of its obligations under the Trust Agreement and fails to cure such breach within 30 days after receipt of written notice from the Administrative Sponsor, in consultation with the Administrative Sponsor, or investors acting on behalf of at least 25% of the outstanding shares specifying such default and requiring the Trustee to cure such default, or (3) fails to consent to the implementation of an amendment to the Trust’s initial Internal Control Over Financial Reporting deemed necessary by the Administrative Sponsor and, after consultations with the Administrative Sponsor, the Administrative Sponsor and the Trustee fail to resolve their differences regarding such proposed amendment. Under such circumstances, the Administrative Sponsor, in consultation with the Custodial Sponsor, acting on behalf of the investors, may remove the Trustee by written notice delivered to the Trustee and such removal shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment.

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A “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 (1) is a DTC Participant or a participant in such other depository as is then acting with respect to the shares; (2) unless counsel to a 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 Code, to apply, is a banking institution as defined in Section 408(n) of the Code and (3) had, as of the date of its most recent annual financial statements, an aggregate capital, surplus and undivided profits of at least $150 million.

The Administrative Sponsor, in consultation with the Custodial Sponsor, may also remove the Trustee at any time if the Trustee merges into, consolidates with or is converted into another corporation or entity in a transaction in which the Trustee is not the surviving entity. The surviving entity from such a transaction shall be the successor of the Trustee without the execution or filing of any document or any further act; however, during the 90-day period following the effectiveness of such transaction, the Administrative Sponsor may, in consultation with the Custodial Sponsor, by written notice to the Trustee, remove the Trustee and designate a successor Trustee.

If the Trustee resigns or is removed, the Administrative Sponsor, with the prior written approval of the Custodial Sponsor, 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 Sponsors, acting on behalf of the investors, an instrument in writing accepting its appointment under the Trust Agreement, 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 Sponsors, acting on behalf of the registered owners of shares, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Trust Agreement, shall duly assign, transfer and deliver all right, title and interest in the Trust’s assets to such successor, and shall deliver to such successor a list of the registered owners of all outstanding shares. The Sponsors or any such successor Trustee shall promptly give notice of the appointment of such successor Trustee to the investors.

If the Trustee resigns and no successor trustee is appointed within 60 days after the date the Trustee issues its notice of resignation, the Trustee will terminate and liquidate the Trust and distribute its remaining assets.

THE CUSTODIAN

Gold Corporation (in the capacity described in this section, the Custodian) serves as the Custodian for the Trust’s gold bullion. The Custodian is a statutory corporation established by the Gold Corporation Act 1987 (Western Australia) and wholly-owned by the Government of Western Australia. The Custodian’s office is located at 310 Hay Street, East Perth, WA 6004, Australia.

The Custodian’s Role

The Custodian is responsible for holding the Trust’s gold as well as receiving and converting allocated and unallocated gold on behalf of the Trust. The Custodian shall store Physical Gold in its own vaulting facilities, generally in Perth, Australia, or such other locations where the Custodian may maintain vaulting facilities from time to time, and utilize the services of its appointed secure transportation provider(s) at the risk of the Custodian. The Custodian may appoint sub-custodians from time to time for the custody and safekeeping of Physical Gold, but the Custodian remains liable for the custody and safe-keeping of that Physical Gold.

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In an effort to ensure that gold held by the Custodian is safe, the Custodian employs a team of specialist security officers to monitor for external and internal threats and who work closely with specialist gold detectives from the West Australian Police Service. The Custodian’s vaults are Category 11 vaults, meet AUS/NZ Standards 3809, and have each been vetted by the Custodian’s underwriters. The Custodian’s sites are monitored 24 hours per day with video recordings and access to and within its facilities are controlled electronically from a Class 1 Security Control Room. The Custodian’s risk management team ensures compliance with an extensive level of procedural security for receiving, releasing and accounting for precious metal (including a Metals Accountant whose sole focus is ongoing reconciliation of the Custodian’s ounce assets and liabilities). Additionally, the Custodian’s specialist security officers, risk team and insurers will vet and approve the use of any Sub-Custodians to ensure the gold they hold for and on behalf of the Custodian is as safely and securely held by them to the same high standards as those of the Custodian.

The Custodian must allocate, or cause to be allocated, ownership of gold to the Trust Allocated Metal Account such that no amount of gold remains standing to the credit of the Trust Unallocated Metal Account at the Custodian’s close of business on each Business Day. In the event that the Custodian is unable to fully effect such allocation by such time due to reasons outside of its or its Sub-Custodian’s control, the Custodian will use reasonable efforts to cause such allocation as soon as possible.

The Custodian converts the Trust’s gold between allocated and unallocated gold when: (1) Authorized Participants engage in creation and redemption transactions with the Trust; (2) gold is transferred to the Custodial Sponsor’s account to pay the Custodial Sponsor Fee or reimburse costs, expenses and other amounts to which the Custodial Sponsor is entitled to be reimbursed in accordance with the Trust Agreement; or (3) gold is sold to pay Trust expenses. The Custodian will facilitate the transfer of gold in and out of the Trust through the GC Metal Account as applicable. The Custodian is responsible for allocating gold to the Trust Allocated Metal Account. The Custodian’s obligations in relation to gold owned by the Trust and held in safekeeping by the Custodian (whether in the Trust Unallocated Metal Account, Trust Allocated Metal Account or the GC Metal Account) are held subject to the Government Guarantee.

If for any reason Physical Gold credited to the Trust Allocated Metal Account (i) does not meet the requirements for Physical Gold or (ii) does not contain the number of Fine Ounces which has been reported to the Trustee, the Custodian shall as soon as practical replace such Physical Gold with Physical Gold which meets the requirements for Physical Gold or contains the number of Fine Ounces reported to the Trustee by (i) debiting the Trust Allocated Metal Account and crediting the Trust Unallocated Metal Account with the requisite amount of Physical Gold to be replaced, (ii) providing replacement Physical Gold which is of an amount that approximates the amount of Physical Gold to be replaced as closely as practical, and (iii) debiting the Trust Unallocated Metal Account and crediting the Trust Allocated Metal Account with the requisite amount of replacement Physical Gold. The Custodian shall not start the foregoing replacement process on a particular Business Day unless it is reasonably sure that such replacement process can be started and completed in the same Business Day. The Custodian shall notify the Trustee as soon as practicable on the Business Day (but no later than the end of business on such Business Day) when (i) the Custodian has determined that Physical Gold credited to the Trust Allocated Metal Account is to be replaced and (ii) when replacement Physical Gold has been credited to the Trust Allocated Metal Account in accordance with the above instructions. The cost of any such replacement shall be borne by the Custodian.

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The Custodian may from time to time employ Sub-Custodians solely for the custody and safekeeping of Physical Gold, including in locations where the Custodian does not maintain its own vaulting or other secure storage facilities or when the Custodian’s vaulting facilities are insufficient to hold the Physical Gold of the Trust. The Custodian will use reasonable care in selecting any Sub-Custodian. In selecting any Sub-Custodian with reasonable care, the Custodian is to determine if such Sub-Custodian can reasonably be expected to operate in a reasonable and prudent manner and in compliance with all relevant laws, rules and regulations applicable to its services as a sub-custodian of Gold. Any Physical Gold held by a Sub-Custodian shall be recorded by the Custodian as being held in the Trust Allocated Metal Account at all times. The Custodian shall be liable in contract, tort or otherwise for any loss, damage or expense arising directly or indirectly from any act or omission, or insolvency, of any Sub-Custodian. The Custodian will provide the Trustee and the Administrative Sponsor with the name and address of any Sub-Custodian the Custodian selects, along with any other information which the Trustee or the Administrative Sponsor may reasonably request concerning the appointment of such Sub-Custodian.

The Custodian will provide the Trustee with regular reports detailing the gold transfers in and out of the Trust Unallocated Metal Account and identifying the gold bars held in the Trust Allocated Metal Account.

The Custodian receives the Custodial Sponsor Fee under the terms of the Trust Agreement and shall receive no additional compensation for its services to the Trust under the Custody Agreement. The Custodian and its affiliates may from time to time act as Authorized Participants or purchase or sell gold or shares for their own account, as an agent for their customers and for accounts over which they exercise investment discretion. The Trustee, on behalf of the Trust, has entered into agreements with the Custodian, under which the Custodian maintains the Trust Allocated Metal Account and the Trust Unallocated Metal Account.

Under the Trust Agreement, the Administrative Sponsor, in consultation with the Custodial Sponsor, is responsible for appointing accountants or other inspectors to monitor the accounts and operations of the Custodian and for enforcing the obligations of the Custodian as is necessary to protect the Trust and the rights and interests of the investors. Under the Custody Agreement, the Custodian has agreed, and will procure that any Sub-Custodian will agree, to permit Physical Gold auditors access to their respective premises during normal business hours to examine the gold held for the Trust and such records as they reasonably require. The Trustee has no obligation to monitor the activities of the Custodian or any Sub-Custodian other than to receive and review such reports of the gold held for the Trust by the Custodian and of transactions in gold held for the account of the Trust made by the Custodian pursuant to the Custody Agreement.

Description of the Custody Agreement

The Trustee has entered into the Custody Agreement with the Custodian on the Trust’s behalf. The Custody Agreement establishes the Trust Allocated Metal Account and the Trust Unallocated Metal Account with the Custodian and defines the Custodian’s responsibilities to the Trust, including the obligation to maintain the GC Metal Account.

Trust Allocated Metal Account Reports

In respect of each Business Day, the Custodian will transmit to the Trustee a statement of account together with a report (i) showing the increases and decreases to the Physical Gold standing to the Trustee’s credit in the Trust Allocated Metal Account and identifying separately each transaction and the Business Day on which it occurred and (ii) identifying each individual item of Physical Gold held in the Trust Allocated Metal Account, including refiner, assay, serial numbers and gross and fine weight, as applicable. The Custodian will use commercially reasonable efforts to send that statement of account and accompanying reports on or before the Custodian’s close of business in respect to each Business Day. At the same time as that statement of account is provided to the Trustee in respect to any Business Day, the Custodian will also send the Trustee a notification of (i) each separate transaction, if any, transferring Gold to the Trust Allocated Metal Account from the Trust Unallocated Metal Account, (ii) the amount of Gold, if any, transferred from the Trust Allocated Metal Account to the Trust Unallocated Metal Account and (iii) the closing balance of Physical Gold held in the Trust Unallocated Metal Account for such Business Day. In addition, the Custodian will provide the Trustee with such information about the increases and decreases to the Gold standing to the Trustee’s credit in the Trust Allocated Metal Account on a same-day basis at such other times and in such other form as the Trustee and the Custodian shall agree. For each calendar month, the Custodian will provide the Trustee within a reasonable time after the end of the month a statement of account for the Trust Allocated Metal Account which shall include the opening and closing monthly balance and all transfers to and from the Trust Allocated Metal Account, accompanied by one or more weight lists containing information sufficient to identify each item of Physical Gold held in the Trust Allocated Metal Account as of the last Business Day of the calendar month and the party having physical possession thereof, including any Sub-Custodian or any sub-custodian of a Sub-Custodian. The Custodian also will provide the Trustee with additional weight lists in respect of the Physical Gold held in the Trust Allocated Meal Account from time to time upon the Trustee’s reasonable request. All such reports will be made available to the Trustee by means of authenticated email message, provided that, if the email messaging system is unavailable for any reason, the Trustee and the Custodian will agree upon a temporary notification system for making such reports available to the Trustee.

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Trust Unallocated Metal Account Reports

In respect of each Business Day, the Custodian will transmit to the Trustee a statement of account together with a report showing the increases and decreases to the Gold standing to the Trustee’s credit in the Trust Unallocated Metal Account, and identifying separately each transaction and the Business Day on which it occurred. The Custodian will use commercially reasonable efforts to send that statement of account and accompanying reports on or before the Custodian’s close of business in respect to each Business Day. At the same time as that statement of account is provided to the Trustee in respect to any Business Day, the Custodian will also send the Trustee a notification of (i) each separate transaction, if any, transferring Gold to the Trust Unallocated Metal Account, including the amount of Gold transferred to the Trust Unallocated Metal Account and the AP Account from which such Gold is transferred (either directly or indirectly through the GC Metal Account); (ii) the amount of Gold, if any, transferred from the Trust Unallocated Metal Account to the Trust Allocated Metal Account or to any AP Account (either directly or through the GC Metal Account); and (iii) the amount of any Gold borrowed pursuant to the Custody Agreement; and (iv) the closing balance of Gold credited to the Trust Unallocated Metal Account for such Business Day. In addition, the Custodian will provide the Trustee such information about the increases and decreases to the Gold standing to the Trustee’s credit in the Trust Unallocated Metal Account on a same-day basis at such other times and in such other form as the Trustee and the Custodian shall agree. For each calendar month, the Custodian will provide the Trustee within a reasonable time after the end of the month a statement of account for the Trust Unallocated Metal Account which shall include the opening and closing monthly balance and all transfers to and from the Trust Unallocated Metal Account. All such reports will be made available to the Trustee by means of authenticated email message, provided that, if the email messaging system is unavailable for any reason, the Trustee and the Custodian will agree upon a temporary notification system for making such reports available to the Trustee.

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Transfers into the GC Metal Account and the Trust Unallocated Metal Account

The Custodian will credit to the Trust Unallocated Metal Account the amount of gold it receives from an Authorized Participant’s account (as applicable via the GC Metal Account). Additionally, in the ordinary course, the only gold the Custodian will accept for credit to the Trust Unallocated Metal Account is gold that has transferred from an Authorized Participant’s account, the Trust Allocated Metal Account, the GC Metal Account or another metal account held in the name of the Custodian.

Transfers from the Trust Unallocated Metal Account

The Custodian will arrange for the transfer of gold from the Trust Unallocated Metal Account only in accordance with the Trustee’s instructions to the Custodian. A transfer of gold from the Trust Unallocated Metal Account may only be made (1) by transferring gold to an Authorized Participant’s account (directly or through the GC Metal Account), (2) by transferring gold to the Trust Allocated Metal Account, (3) by transferring gold to the Custodial Sponsor’s account for the payment of the Custodial Sponsor Fee and for the reimbursement of costs, expenses and other amounts to which the Custodial Sponsor is entitled to be reimbursed for in accordance with the Trust Agreement, (4) the collection of Physical Gold from the Custodian at its vault premises or such other location as the Custodian may direct, or (5) by transfer to an account maintained by the Custodian or a third party on an unallocated basis in connection with the sale of gold or other transfers permitted under the Trust Agreement. Transfers made pursuant to clauses (4) and (5) will be made only on an exceptional basis, with transfers under clause (5) to include transfers made in connection with a sale of gold to pay extraordinary expenses of the Trust not paid by a Sponsor or on the liquidation of the Trust. Any gold made available in physical form by the Custodian will be in a form that complies with the rules, regulations, practices and customs of the LBMA, the Bank of England or any applicable regulatory body that apply to such gold or in such other form as may be agreed between the Trustee and the Custodian, and, unless specifically selected by the Trustee, in all cases will comprise one or more whole gold bars selected by the Custodian.

The Custodian must allocate, or cause to be allocated, ownership of gold to the Trust Allocated Metal Account such that no amount of gold remains standing to the credit of the Trust Unallocated Metal Account at the Custodian’s close of business on each Business Day. In the event that the Custodian is unable to fully effect such allocation by such time due to reasons outside of its or its Sub-Custodian’s control, the Custodian will use reasonable efforts to cause such allocation as soon as possible.

Right to Refuse Transfers or Amend Transfer Procedures

The Custodian may refuse to accept instructions to transfer gold to or from the Trust Unallocated Metal Account or the Trust Allocated Metal Account if, in the Custodian’s opinion, they are or may be contrary to the rules, regulations, practices and customs of the LBMA or the Bank of England or contrary to any applicable law. The Custodian may amend the procedures for transferring gold to or from the Trust Unallocated Metal Account or the Trust Allocated Metal Account (i) due to a change in rules or procedures of the LBMA, or (ii) with the consent of the Trustee and the Administrative Sponsor. The Custodian will, whenever practical, notify the Trustee and the Administrative Sponsor within a commercially reasonable time before the Custodian amends these procedures or imposes additional ones.

Trust Allocated and Trust Unallocated Metal Account Credit and Debit Balances

No interest will be paid by the Custodian on any credit balance to the Trust Unallocated Metal Account or the Trust Allocated Metal Account. The Trust Allocated Metal Account may not at any time have a debit or negative balance.

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Exclusion of Liability

The Custodian will use reasonable care in the performance of its duties under the Custody Agreement provided always that its liability for any loss or damage suffered by the Trust or the Trustee in connection with the Custody Agreement (including in relation to any lost or damaged Physical Gold) shall not exceed the cash equivalent of all Gold due, payable and deliverable by the Custodian (that being the extent of the liability coverage provided by the Government Guarantee).

Indemnity

The Trustee will, solely out of and to the extent of the Trust’s assets, indemnify and keep indemnified the Custodian (on an after-tax basis) on demand against all costs and expenses, damages, liabilities and losses (other than expenses assumed by the Custodial Sponsor under the Trust Agreement or the Custody Agreement) that the Custodian may suffer or incur directly or indirectly in connection with the Custody Agreement, except to the extent that such sums are due directly to the Custodian’s negligence, willful default or fraud.

Government Guarantee

The Government Guarantee provides (amongst other things) that the payment of the cash equivalent of Gold which is due, payable and deliverable by the Custodian under the Gold Corporation Act 1987 (Western Australia) is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in the right of the State of Western Australia. The Custodian shall promptly notify the Trustee as soon as it becomes aware of any proposal by the Western Australian Government to remove or alter the Government Guarantee.

Force Majeure

The Custodian will not be liable for any delay in performance or any non-performance of any of its obligations under the Custody Agreement by reason of any cause beyond its reasonable control, including acts of God, war or terrorism or other breakdowns or acts set forth in the Custody Agreement.

Termination

The Custodian may resign as Custodian and terminate the Custody Agreement upon six (6) months’ advance written notice.

The Custody Agreement may be terminated immediately upon written notice as follows: (1) by the Trustee or the Custodian, if it becomes unlawful for the Custodian or the Trustee to be a party to the agreement or to provide or receive the services thereunder, (2) by the Custodian, if there is any event which in the Custodian’s reasonable view indicates the Trustee’s insolvency or impending insolvency, (3) by the Trustee, if there is any event which, in the Trustee’s reasonable view, indicates the Custodian’s insolvency or impending insolvency, or if the Custodian resigns or is deemed to have resigned as Custodial Sponsor pursuant to the Trust Agreement, or (4) by the Trustee, if the Trust is to be terminated.

If arrangements reasonably acceptable to the Custodian for delivery of the balance in the Trust Allocated Metal Account are not made, the Custodian may continue to charge an amount equal to the Custodial Sponsor Fee payable under the Trust Agreement. After six months from the termination date, the Custodian may sell the Trust’s gold and account to the Trustee for the proceeds.

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Governing Law

The Custody Agreement is governed by English law. The Trustee and the Custodian both consent to the non-exclusive jurisdiction of the courts of the State of New York and the federal courts located in the borough of Manhattan in New York City. Such consent is not required for any person to assert a claim of New York jurisdiction over the Trustee or the Custodian.

Inspection of Gold

Under the Custody Agreement, the Custodian will allow, and will procure that any Sub-Custodian that the Custodian appoints allow, the Administrative Sponsor and the Trustee and their Physical Gold auditors (currently [    ]), access to its premises during normal business hours, to examine the Physical Gold held in the Trust Allocated Metal Account and such records as they may reasonably require to perform their respective duties with regard to investors in Shares. The Trustee agrees that any such access shall be subject to execution of a confidentiality agreement and agreement to the Custodian’s security procedures, and the first two audits in any calendar year shall be at the Custodial Sponsor’s expense, and any further audit in such calendar year shall be considered an extraordinary expense (as defined in the Trust Agreement) of the Trust. Reasonable prior notice shall be provided to the Custodial Sponsor of any such audit.

FILINGS AND REPORTS

After the end of each fiscal year, the Administrative Sponsor will cause to be prepared an annual report for the Trust containing audited financial statements. The annual report will be in such form and contain such information as will be required by applicable laws, rules and regulations and may contain such additional information which the Administrative Sponsor determines shall be included. The annual report shall be filed with the SEC and the NYSE Arca and shall be distributed to such persons and in such manner, as shall be required by applicable laws, rules and regulations. The Trust’s Annual Reports on Form 10-K may be accessed, when available, at www.sec.gov.

The Administrative Sponsor is responsible for the registration and qualification of the shares under the federal securities laws and any other securities and blue sky laws of the U.S. or any other jurisdiction as the Administrative Sponsor may select. The Administrative Sponsor will also prepare, or cause to be prepared, and file any periodic reports or updates required under the Exchange Act. The Trustee will assist and support the Administrative Sponsor in the preparation of such reports.

The Trustee will make such elections, file such tax returns, and prepare, disseminate and file such tax reports, as it is advised to by its counsel or accountants or as required from time to time by any applicable statute, rule or regulation.

LEGAL MATTERS

The validity of the shares has been passed on for the Sponsors by Morgan, Lewis & Bockius LLP, which, as special federal income tax counsel to the Trust, has also rendered an opinion regarding the material federal income tax consequences relating to the shares.

EXPERTS

The financial statements included in this Prospectus and included elsewhere in the registration statement have been audited by [Auditor], an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

This Prospectus is a part of a registration statement on Form S-1 filed by the Administrative Sponsor, in consultation with the Custodial Sponsor, with the SEC under the Securities Act. As permitted by the rules and regulations of the SEC, this Prospectus does not contain all of the information contained in the registration statement and the exhibits and schedules thereto. For further information about the Trust and about the securities offered hereby, you should consult the registration statement and the exhibits and schedules thereto. You should be aware that statements contained in this Prospectus concerning the provisions of any documents filed as an exhibit to the registration statement or otherwise filed with the SEC are not necessarily complete, and in each instance reference is made to the copy of such document as so filed.

The Trust is subject to the informational requirements of the Exchange Act and the Administrative Sponsor, in consultation with the Custodial Sponsor, on behalf of the Trust, will file quarterly and annual reports and other information with the SEC. The reports and other information can be inspected at the public reference facilities of the SEC located at 100 F Street, NE, Washington, DC 20549 and online at www.sec.gov. You may also obtain copies of such material from the public reference facilities of the SEC at 100 F Street, NE, Washington, DC 20549, at prescribed rates. You may obtain more information concerning the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330 or visiting online at www.sec.gov.

GLOSSARY

In this Prospectus, each of the following terms has its respective meaning set forth below:

“Administrative Sponsor” – Exchange Traded Concepts, LLC, acting as administrative sponsor of the Trust, or its successor.

“AP Account” means an account maintained for the Authorized Participant on an Unallocated Basis by the Custodian or a LBMA Gold clearing bank approved by the LBMA for the Authorized Participant, as specified in the applicable transfer instructions.

“Application” - A document in a form satisfactory to Gold Corporation and as set forth herein that expresses an investor’s intention to deliver shares on a Share Submission Day in exchange for an amount of Physical Gold on such Share Submission Day.

“Authorized Participant” - A person that, at the time of submitting a Purchase Order or a Redemption Order, (i) is a registered broker-dealer or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions, (ii) is a DTC Participant, and (iii) has in effect a valid Authorized Participant Agreement.

“Authorized Participant Agreement” - An agreement among the Trustee, the Administrative Sponsor and an Authorized Participant that authorizes the Authorized Participant to submit Purchase Orders and Redemption Orders under the Trust Agreement.

“Basket Gold Amount” means the amount of gold that must be deposited for issuance of one Basket or that is deliverable on Surrender of one Basket 

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“Basket” - A block of 50,000 shares, except that the Administrative Sponsor, with the consent of the Custodial Sponsor, and upon prior written notice to the Trustee, may from time to time increase or decrease the number of shares comprising a Basket.

“Book Entry System” - The commercial book-entry system operated by the Federal Reserve Bank.

“Business Day” or “business day” - Any day other than a day: (1) when the Exchange is closed for regular trading; or (2), if the relevant action requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom, Western Australia or in some other jurisdiction on a particular day, (A) when banks are authorized to close in the United Kingdom, Western Australia or in such other jurisdiction or when the London gold market is closed or (B) when banks in the United Kingdom, Western Australia or in such other jurisdiction are, or the London gold market is, not open for a full business day and the relevant action requires the execution or completion of procedures which cannot be executed or completed by the close of the business day.

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

“CFTC” - The U.S. Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in the United States, or any successor governmental agency in the United States.

“Clearing Agency” - Any clearing agency or similar system other than the Book Entry System or DTC.

“Code” - The Internal Revenue Code of 1986, as amended.

“Commodity Exchange Act” - The Commodity Exchange Act of 1936, as amended.

“Custodial Sponsor” – Gold Corporation, acting as custodial sponsor of the Trust, pursuant to the Trust Agreement, or its successor.

“Custodial Sponsor Fee” – The fee to compensate the Custodial Sponsor Account for its services as custodial sponsor of the Trust under the Trust Agreement.

“Custodian” - Gold Corporation, as custodian of the Trust’s gold under the Custody Agreement.

“Custody Agreement” – Each of the Trust Unallocated Metal Account Agreement and the Trust Allocated Metal Account Agreement.

“Customer Account” – An account established in the books of Gold Corporation for purposes of facilitating the delivery of Gold by Gold Corporation to an investor that is a Beneficial Owner.

“Delivery ID” – A unique identification number contained in a Delivery Quotation and required for submission of an Application to request delivery of Physical Gold.

“Depository” - DTC and any other successor depository of Shares selected by the Administrative Sponsor, in consultation with the Custodial Sponsor, as provided herein.

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“DTC” - The Depository Trust Company, a limited purpose trust company organized under New York State law, a member of the United States Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

“DTC Participant” - A participant in DTC, such as a bank, broker-dealer or trust company.

“ERISA” - The Employee Retirement Income Security Act of 1974, as amended.

“ETC” - Exchange Traded Concepts, LLC, an Oklahoma limited liability company majority owned by Cottonwood ETF Holdings LLC. ETC is the administrative sponsor of the Trust.

“Exchange” - NYSE Arca, the exchange on which the shares are principally traded, as specified from time to time by the Administrative Sponsor, in consultation with the Custodial Sponsor.

“Exchange Act” - The Securities Exchange Act of 1934, as amended.

“Fine Ounce” - A troy ounce of 100% pure gold, Fine Ounces being determined, as to Physical Gold, by multiplying the gross weight in troy ounces by the fineness, expressed as a fraction of the fine metal content in parts per 1000 and, as to gold held on an Unallocated Basis, by the number of Fine Ounces credited to the applicable unallocated account from time to time (such account being denominated in Fine Ounces).

“FINRA” - The Financial Industry Regulatory Authority.

“FSA” - The Financial Services Authority, an independent non-governmental body that exercises statutory regulatory power under the FSM Act.

“FSM Act” - The United Kingdom Financial Services and Markets Act 2000.

“GC Metal Account” – One or more designated Gold accounts of which Gold Corporation, in its individual capacity, is the registered owner maintained with one or more LBMA Gold clearing members on an Unallocated Basis in such location or locations as Gold Corporation may determine and used by Gold Corporation exclusively for transfers of Gold to and from the Trust in connection with the creation and redemption of Baskets.

“Gold” or “gold” - Physical Gold or gold held on an Unallocated Basis.

“Government Guarantee” - The guarantee provided by the State of Western Australia pursuant to Section 22 of the Gold Corporation Act 1987 (Western Australia) which provides (amongst other things) that the payment of the cash equivalent of gold due, payable and deliverable by Custodian under the Act is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in right of the State of Western Australia.

“Gross Asset Value” - The total value of the gold held by the Trust, as determined by the Trustee on each Business Day, plus the value of all other assets of the Trust (other than any amount credited to the Reserve Account, if any), including cash, if any.

“Indirect Participant” - A person that, by clearing securities through, or maintaining a custodial relationship with, a DTC Participant, either directly or indirectly, has access to the DTC clearing system. 

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“Internal Control Over Financial Reporting” - A reporting requirement described in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act and focused on the establishment and adequacy of internal controls at companies subject to the reporting requirements of the Exchange Act.

“IRA” - Individual Retirement Account.

“IRS” - The Internal Revenue Service.

“LBMA” - The London Bullion Market Association, a trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in the London bullion market, or its successor. The LBMA acts as the principal point of contact between the London bullion market and its regulators. A primary function of the LBMA is its involvement in the promotion of refining standards by maintenance of the “London Good Delivery Lists,” which are the lists of LBMA accredited melters and assayers of gold. Further, the LBMA coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation. The major participating members of the LBMA are regulated by the FSA in the United Kingdom under the FSM Act.

“LBMA Gold Price” - The London gold price per troy ounce of gold for delivery in London through a member of the LBMA authorized to effect such delivery, stated in U.S. Dollars, as calculated and administered by independent service provider(s) and published by the LBMA on its website or by its successor that publicly displays prices.

“London Bar” - A gold bar meeting the London Good Delivery Standards.

“London Good Delivery Standards” - The specifications for “good delivery” gold bars, including the specifications for weight, dimensions, fineness (or purity), identifying marks and appearance of gold bars, set forth in “The Good Delivery Rules for Gold and Silver Bars” published by the LBMA.

“Metal Accounts” – The Trust Allocated Metal Account, the Trust Unallocated Metal Account and the GC Metal Account.

“Net Asset Value” — The net asset value of the Trust or a Share of the Trust. See “The Offering — Net Asset Value” for a description of how the Net Asset Value of the Trust and the Net Asset Value per Share are calculated.

“Non-U.S. Investor” - An investor that is not a U.S. Investor.

“NYSE Arca” - The NYSE Arca Marketplace operated by NYSE Arca Equities, Inc.

“Order Cutoff Time” - With respect to any Business Day, (i) 4:00 p.m. (New York time) on such Business Day or (ii) another time agreed to by both the Sponsors and the Trustee as to which the Administrative Sponsor has notified registered owners of shares and all existing Authorized Participants.

“Ounce” - A one troy ounce, equal to 31.103 grams.

“Physical Gold” - The physical gold bullion the Trust may hold, consisting of London Bars and all gold products without numismatic value and having a gold purity of at least 99.5% (including coins, cast bars and minted bars).

“Plans” - Employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements are invested, that are subject to ERISA and/or section 4975 of the Code. 

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“Purchase Order” – An order placed with the Trustee prior to the Order Cutoff Time on any Business Day by an Authorized Participant wishing to acquire from the Trustee one or more Baskets.

“Quotation Window” – The period of time (three Business Days) for which a Delivery Quotation will be valid.

“Securities Act” - The Securities Act of 1933, as amended.

“Share Submission” - A binding and irrevocable request by an investor to take delivery of Physical Gold in exchange for shares based on instructions in the Application.

“Share Submission Day” - The date upon which an investor (acting by or through a DTC Participant), upon receiving final approval from Gold Corporation, causes its shares to be surrendered to Gold Corporation pursuant to the procedures of the Depository as designated in the Application.

“Share Submission Quantity” - The whole number of shares to be submitted under a Delivery Quotation.

“Shares” - Units of beneficial interest in the Trust created under the Trust Agreement, having no par value and representing a fractional undivided beneficial interest in the net assets of the Trust which undivided interest shall equal a fraction, the numerator of which is one and the denominator of which is the total number of shares outstanding. The shares are issued by the Trust and named “Perth Mint Physical Gold ETF Shares.”

“Sponsors” – The Custodial Sponsor and the Administrative Sponsor.

“Sub-Custodian” – A LBMA-member gold clearing bank engaged by the Custodian as a sub-custodian of gold held for the Trust by the Custodian in accordance with the Custody Agreement.

“Surrender” means a book-entry transfer of Shares to the Trustee’s account with the Depository. A “Surrendering” Authorized Participant or investor and “Surrendered” Shares, Baskets or Certificates mean, respectively, an Authorized Participant or investor, and Shares, Baskets or Certificates, involved in a Surrender.

“Trust” - Perth Mint Physical Gold ETF, a New York trust formed pursuant to the Trust Agreement.

“Trust Agreement” - The Depository Trust Agreement between the Sponsors and the Trustee under which the Trust is formed and which sets forth the rights and duties of the Sponsors, the Trustee and the Custodian, as amended from time to time.

“Trust Allocated Metal Account” - The account maintained for the Trust by the Custodian on an allocated basis pursuant to the Trust Allocated Metal Account Agreement for the purpose of holding Physical Gold on behalf of the Trust.

Trust Allocated Metal Account Agreement” - The Allocated Metal Account Agreement between the Custodian and the Trustee pursuant to which the Trust Allocated Metal Account is established and operated.

83 

“Trustee”- The Bank of New York Mellon (BNYM), a banking corporation organized under the laws of the State of New York with trust powers, or its successor.

“Trust Property” - The gold owned by the Trust that the Custodian credits to the Trust Allocated Metal Account and the Trust Unallocated Metal Account in accordance with the Custody Agreement, all other property held by the Custodian for the account of the Trust, and any cash or other property that is received by the Trustee in respect thereof or that is otherwise being held by or for the Trust under the Trust Agreement.

“Trust Unallocated Metal Account” - The account maintained for the Trust by the Custodian to hold gold on an Unallocated Basis pursuant to the Trust Unallocated Metal Account Agreement.

“Trust Unallocated Metal Account Agreement” - The Trust Unallocated Metal Account Agreement between the Custodian and the Trustee pursuant to which the Trust Unallocated Metal Account is established and operated.

“Unallocated Basis” - Gold is said to be held in unallocated form when the holder is entitled to receive delivery of physical gold in the amount standing to the credit of the holder’s account, but the holder has no ownership interest in any particular gold that the custodian maintaining that account owns or holds.

“U.S. Investor” - An investor who or that is (1) an individual who is treated as a citizen or resident of the United States for federal tax purposes; (2) a corporation or partnership (or other entity treated as such for those purposes) that is created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia; (3) an estate other than an estate the income of which, from non-U.S. sources that is not effectively connected with the conduct of a trade or business within the United States, is not includible in gross income; (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more persons described in clauses (1), (2), or (3) have the authority to control all substantial decisions of the trust; or (5) an eligible trust that has made a valid election under applicable Treasury regulations to continue to be treated as a domestic trust.

“1940 Act” - The Investment Company Act of 1940, as amended. 

84 

APPENDIX A

Application

PERTH MINT PHYSICAL GOLD ETF (AAAU)

Application - Taking Delivery of Gold

Investors interested in requesting to take delivery of Physical Gold in exchange for their shares in the Trust must first contact Gold Corporation in order to discuss the types of Physical Gold, availability dates, product premiums, delivery fees, and suitable delivery locations and methods. In order to proceed Gold Corporation requires the investor to provide sufficient details to identify the investor as a person owning a beneficial interest in any shares of the Trust (Beneficial Owner) and establish a Customer Account with Gold Corporation. Gold Corporation has sole discretion in determining whether the investor has provided sufficient details to identify the investor as a Beneficial Owner and to open the Customer Account.

Based upon the investor’s discussion with Gold Corporation and subject to the successful completion of the procedures described above, the investor is provided an Application, which will be pre-populated with the information necessary to further process the Application. The Application will contain a unique identification number (the Delivery ID) associated with the Application and the investor’s Customer Account number. The Application will also set forth any applicable product premiums, delivery fees, and any other fees and charges that apply to the Application, which is expressed in terms of the number of Shares to be surrendered to Gold Corporation in return for the agreed Physical Gold products. Gold Corporation is entitled to receive all such premiums, fees and charges in consideration for the delivery of the agreed Physical Gold products to the investor. The investor shall be responsible for any applicable taxes or governmental charges.

An investor wishing to proceed with the Application and take delivery of Physical Gold must then duly sign and submit the pre-populated Application to Gold Corporation within three Business Days of receipt of the Delivery ID (the Quotation Window). The signing and submission of the Application will represent the investor’s unreserved confirmation as to the accuracy of information contained in the Application and the investor’s irrevocable commitment to proceed with the Application. Any Application submitted to Gold Corporation after the Quotation Window may be rejected, at Gold Corporation’s discretion, with a request for the investor to obtain a new Application from the Custodian.

The Custodian will confirm that (A) the Delivery ID matches the Application with respect to the amount of Shares to be Surrendered, the Physical Gold requested, and other applicable terms, and (B) the Application otherwise is in good order.

Upon final approval of the Application by Gold Corporation, which may be withheld by Gold Corporation for any reason at its sole discretion, Gold Corporation will return a copy of the Application to the investor.

An investor exchanges shares of AAAU for gold bullion on the Share Submission Day and provides instructions to his or her broker-dealer to effect the exchange of shares for Gold. Gold Corporation has the right to reject any Application.

Fill in this Application online at [Internet Address]

REQUIRED: Complete all sections in the Application

 A-1

Step 1. File Application

● Contact Gold Corporation and Verify Type and Quantity of Gold, Availability Dates, Product Premiums, Delivery Fees, and Suitable Delivery Locations and Methods

● Provide sufficient details to Gold Corporation identifying the investor as a Beneficial Owner and establish a Customer Account with Gold Corporation

● Submit Application to Gold Corporation within the Quotation Window

● Investor Receives Approved Application from Gold Corporation

Step 2. Investor Instructs Broker to Transfer Shares

Step 3. Gold is Delivered to Applicant

Questions? Contact the Gold Corporation at +61 8 9421 7615 or email address aaau@perthmint.com. 

 A-2

Application Instructions

Step 1. File Application

Verify that all the information is accurate within each section of the Application. Please visit the FAQ section of [Internet Address] or contact Gold Corporation at +61 8 9421 7615 or email address aaau@perthmint.com with any questions.

Once you have verified that all the information is accurate on the Application, you may submit the Application to Gold Corporation within the Quotation Window, who will review it for final approval. Please submit your Application via email to AAAU@perthmint.com.

If Gold Corporation approves the Application, they will return the Application to you by email at the email address specified in Section A. If you do not have an email address, please contact Gold Corporation via details above.

SECTION A

Complete Section A with current share owner information. Investors not residing in the U.S. should contact Gold Corporation to inquire about additional documents and information required to process the Application. The Application will be pre-populated by Gold Corporation with the investor’s Customer Account number with Gold Corporation.

SECTION B

The Application will be pre-populated by Gold Corporation with a Delivery ID and will set forth the type and quantity of gold to be provided to the investor in exchange for the number of shares to be surrendered by the investor.

The Delivery Quotation is inclusive of any delivery fees charged for delivery of gold coins and bars.

SECTION C

Gold Corporation will ship gold to an investor (insurance options will be agreed as part of the Application process) using accepted business practices for precious metals delivery that may include, amongst others, use of a conventional shipping carrier (e.g., U.S. Postal Service, Federal Express, United Parcel Service); or an armored transportation service.

An investor can utilize a shipping carrier only if insurance requirements can be met and the investor and Gold Corporation agree on an acceptable delivery destination. Armored Transportation Service will only deliver to certain trusted locations; an Armored Transportation Service does not deliver to residential addresses. Please contact Gold Corporation at [Telephone Number] to discuss the delivery method and location. London Bars will only be transported using Armored Transportation Service. Gold Corporation may decline an Application if no delivery method or location is agreed upon. Please note that large shipments of gold may be delivered over multiple days.

SECTION D

Please review SECTION D carefully, as this section limits an investor’s rights to make any complaint or objection concerning the shipment, delivery or receipt of the gold delivered to the investor for the Surrender of their shares.

 A-3

SECTION E

All share owners must sign the Application.

Step 2. Investor Instructs Broker to Transfer Shares

Instruct your broker to transfer the relevant shares to Gold Corporation’s account noted in the Application. The broker should reference the applicable Delivery ID when transferring the shares.

Step 3. Gold is Delivered to the Applicant

The investor receives specified type and quantity of gold.

* * *

[All fees are subject to change, prior to providing a Delivery Quotation]

 A-4

PERTH MINT PHYSICAL GOLD ETF APPLICATION

SECTION A

Investor Information

Full legal name (First, Middle, Last Name): 

Email address: 

Social Security or Taxpayer ID, DOB: <not displayed> 

Address (Street, City, Zip): 

Phone Number: 

Perth Mint Customer Account Number*: 

SECTION B 

Delivery ID, Share Submission Quantity and Share Submission Day

Delivery ID:	TYPE OF GOLD:  NUMBER OF BARS OR COINS:
	SHARE SUBMISSION  QUANTITY  # of shares	SHARE SUBMISSION DAY:

SECTION C 

Delivery Address and Method 

Contact at delivery address:
Address:
City:	State:	Zip:	Country: USA
Phone:	Delivery Method:

SECTION D 

Limitation on Claims Concerning Delivered Physical Gold 

Prior to signing an acknowledgment of receipt of Physical Gold, the investor must notify Gold Corporation in writing of any complaints or objections concerning the shipment, delivery or receipt of the Physical Gold. Upon signing the acknowledgment of receipt, the investor will be deemed to have accepted receipt of the Physical Gold in full satisfaction of the Physical Gold due the investor and to have waived any and all claims the investor may have concerning the Physical Gold received by the investor.

SECTION E 

Legal Shareholders Signatures 

Signature(s)/co-signature (if applicable) and Date
SECTION F
Gold Corporation Approval
Gold Corporation Signature and Date	Application ID:

 A-5

DELIVERY INSTRUCTIONS

Submit shares to:    Gold Corporation    Delivery ID: **    Acct. Number: [XXXX]    Address:    Wells Fargo  [Address] 

* Investors without a Perth Mint Customer Number should contact Gold Corporation at +61 8 9421 7615 or email address aaau@perthmint.com.

** See pre-approved Application

● Broker must transfer shares to the Gold Corporation’s account by 4:00pm New York time on the Share Submission Day or within the Quotation Window.

● A copy of this signed Application must be sent to Gold Corporation by email to aaau@perthmint.com prior to the time the Shares are submitted. Shares which are submitted without the prior email of a properly signed Application will be rejected.

Each registered owner of the Account identified in Section A of the Application must sign their name exactly as it appears on the Account.

Legal Shareholders Signatures

Signature(s) and Date(s) Required
	Date:
For Sponsor Use Only	Application ID:

For Gold Corporation Use Only	Application ID:
A verified:	Pre-Approval code:	Delivery Method
B confirmed:	Pre-Approval date:
C confirmed:	Pre-Approval communicated:
D fee received:	PMD ack. Date

 A-6

Statement of Financial Condition

PERTH MINT PHYSICAL GOLD ETF

INDEX TO STATEMENTS OF FINANCIAL CONDITION

	Page
Report of Independent Registered Public Accounting Firm	F-2
Statements of Financial Condition at [Date]	F-3
Notes to the Statements of Financial Condition	F-4

 F-1

Report of Independent Registered Public Accounting Firm

[To be provided.]

 F-2

Statements of Financial Condition

at [Date]

[To be provided.]

 F-3

Notes to the Statements of Financial Condition

at [Date]

[To be provided.] 

 F-4

PERTH MINT PHYSICAL GOLD ETF

[XX] Perth Mint Physical Gold ETF Shares

PROSPECTUS

[Date]

Until [   ], all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealers’ obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The Trust shall not bear any expenses incurred in connection with the issuance and distribution of the securities being registered. These expenses shall be paid by the Custodial Sponsor. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee:

SEC registration fee	$[XX]
FINRA filing fee	[XX]
Stock Exchange Listing fee	[XX]
Printing and Engraving	[XX]
Legal fees and expenses	[XX]
Accounting fees and expenses	[XX]
Transfer agent and registrar fees	[XX]
Miscellaneous	[XX]

Item 14. Indemnification of Directors and Officers.

Section 5.6(b) of the Trust Agreement provides that each Sponsor and its members, managers, directors, officers, employees, agents and affiliates (as such term is defined under the Securities Act) (each, a “Sponsor Indemnified Party”) shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by such Sponsor in furtherance of the administration of the Trust (including Authorized Participant Agreements to which the Administrative Sponsor is a party, including the Administrative Sponsor’s indemnification obligations thereunder) or any actions taken in accordance with the provisions of the Trust Agreement, to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such Sponsor Indemnified Party in connection with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance with the provisions of the Trust Agreement, or any such other agreement or (ii) reckless disregard on the part of such Sponsor Indemnified Party of its obligations and duties under the Trust Agreement, or any such other agreement. Each Sponsor (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) and its members, managers, directors, officers, employees, agents and affiliates shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with any services Gold Corporation may, directly or indirectly, separately offer or provide to any beneficial owner. Such indemnities shall also include payment from the Trust of the reasonable costs and expenses incurred by such Sponsor indemnified party in investigating or defending itself against any such loss, liability or expense or any claim therefor, provided that such indemnified party shall repay to the Trust the amount of any such reasonable costs and expenses paid by the Trust to the extent it may be ultimately determined that such indemnified party was not entitled to be indemnified under the Trust Agreement because clause (i) or clause (ii) of this paragraph applied.

Item 15. Recent Sales of Unregistered Securities.

Not applicable. 

II-1

Item 16. Exhibits and Financial Statement Schedules.

(a)         Exhibits

Exhibit No.	Exhibit Description
4.1	Form of Depository Trust Agreement
4.2	Form of Authorized Participant Agreement
4.3	Form of Certificate of Shares of the Trust (included as Exhibit A to the Depository Trust Agreement)
5.1	Opinion of Morgan, Lewis & Bockius LLP as to legality*
8.1	Opinion of Morgan, Lewis & Bockius LLP as to tax matters*
10.1	Form of Trust Allocated Metal Account Agreement
10.2	Form of Trust Unallocated Metal Account Agreement
23.1	Consent of Independent Registered Public Accounting Firm*
23.2	Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1)*
23.3	Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 8.1)*
24.1	Powers of Attorney (included on signature page to this Registration Statement as filed with the Securities and Exchange Commission on April 20, 2018)

* To be filed by amendment.

(b)       Financial Statement Schedules

Not applicable.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1)       To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)        To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)       To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)       To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)       That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 

II-2

(3)       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)       That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)        If the Registrant is relying on Rule 430B (§230.430B of this chapter):

A.        Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) (§230.4249b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)      Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance or Rule 430B relating to an offering made pursuant to Rule 415(a) (1) (i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10 (a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability proposes of the issuer and any person that is at that date an underwriter such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchase with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)       If the Registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424 (b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)       That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

II-3

(i)        Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii)       Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)       The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)       Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(6)       That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, OK, on the 20th day of April, 2018. 

	EXCHANGE TRADED CONCEPTS, LLC  Administrative Sponsor of Perth Mint Physical  Gold ETF
By:	/s/ J. Garrett Stevens
	J. Garrett Stevens
	President
	(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes J. Garrett Stevens and James J. Baker, and each of them singly, his or her true and lawful attorneys-in-fact with full power to sign on behalf of such person, in the capacities indicated below, any and all amendments to this registration statement and any subsequent related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and generally to do all such things in the name and on behalf of such person, in the capacities indicated below, to enable the Registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission thereunder, hereby ratifying and confirming the signature of such person as it may be signed by said attorneys-in-fact, or any of them, on any and all amendments to this registration statement or any such subsequent related registration statement.

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities* and on the dates indicated.

	Signature	Capacity	Date
By:	/s/ J. Garrett Stevens	Chief Executive Officer	April 20, 2018
	J. Garrett Stevens	(Principal Executive Officer)

	Signature	Capacity	Date
By:	/s/ James J. Baker	Chief Financial Officer	April 20, 2018
	James J. Baker	(Principal Financial and Principal Accounting Officer)

* The Registrant will be a trust and the persons are signing in their capacities as officers of Exchange Traded Concepts, LLC, the Administrative Sponsor of the Registrant.

EX-16.4.1

DEPOSITORY TRUST AGREEMENT

Among

GOLD CORPORATION,

as Custodial Sponsor,

EXCHANGE TRADED CONCEPTS, LLC,

as Administrative Sponsor,

and

THE BANK OF NEW YORK MELLON,

as Trustee

Perth Mint PHYSICAL Gold etf

Dated as of [●], 2018

TABLE OF CONTENTS 

			Page
ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION			1
	Section 1.1	Definitions	1
	Section 1.2	Rules of Construction	7
ARTICLE II CREATION AND DECLARATION OF TRUST; FORM OF CERTIFICATES; DEPOSIT OF GOLD; DELIVERY, REGISTRATION OF TRANSFER AND SURRENDER OF SHARES			7
	Section 2.1	Creation and Declaration of Trust; Business of the Trust	7
	Section 2.2	Form of Certificates; Book-Entry System; Transferability of Shares	8
	Section 2.3	Deposit of Gold	9
	Section 2.4	Delivery of Shares; Liability for Taxes and Other Charges Connected with the Issuance of Shares	11
	Section 2.5	Registration of Shares and Transfers Thereof; Combination and Split-up of Certificates	11
	Section 2.6	Surrender of Shares and Withdrawal of Trust Property	12
	Section 2.7	Limitations on Delivery, Registration of Transfer and Surrender of Shares	13
	Section 2.8	Lost Certificates, etc.	14
	Section 2.9	Cancellation and Destruction of Surrendered Certificates	14
	Section 2.10	Splits and Reverse Splits of Shares	14
	Section 2.11	Delivery of Gold to and from the Trust	14
ARTICLE III CERTAIN OBLIGATIONS OF AUTHORIZED PARTICIPANTS			15
	Section 3.1	Liability of Authorized Participants for Taxes and other Governmental Charges	15
	Section 3.2	Warranties on Deposit of Gold	15
ARTICLE IV ADMINISTRATION OF THE TRUST			16
	Section 4.1	Evaluation of Gold	16
	Section 4.2	Responsibility of the Trustee for Evaluations	16
	Section 4.3	Trust Evaluation	16
	Section 4.4	Cash Distributions	17
	Section 4.5	Other Distributions	17
	Section 4.6	Fixing of Record Date	18
	Section 4.7	Payment of Expenses; Gold Sales	18

-i- 

Table of Contents

(continued) 

			Page
	Section 4.8	Statements and Reports; Fiscal Year	19
	Section 4.9	Further Provisions for Gold Sales	20
	Section 4.10	Counsel	20
	Section 4.11	Grantor Trust	20
	Section 4.12	Reserve Account	21
ARTICLE V THE TRUSTEE AND THE SPONSORS			21
	Section 5.1	Maintenance of Office and Transfer Books by the Trustee	21
	Section 5.2	Prevention or Delay in Performance by a Sponsor or the Trustee	22
	Section 5.3	Obligations of the Sponsors and the Trustee	22
	Section 5.4	Resignation or Removal of the Trustee; Appointment of Successor Trustee	28
	Section 5.5	The Custodian	29
	Section 5.6	Indemnification	30
	Section 5.7	Fees, Charges and Expenses of the Trustee	32
	Section 5.8	Charges of the Sponsors	33
	Section 5.9	Retention of Trust Documents	33
	Section 5.10	Federal Securities Law Filings	33
	Section 5.11	Prospectus Delivery	34
	Section 5.12	Discretionary Actions by the Trustee; Consultation	34
ARTICLE VI AMENDMENT AND TERMINATION			35
	Section 6.1	Amendment	35
	Section 6.2	Termination	35
ARTICLE VII MISCELLANEOUS			38
	Section 7.1	Counterparts	38
	Section 7.2	Third-Party Beneficiaries	38
	Section 7.3	Severability	38
	Section 7.4	Certain Matters Relating to Beneficial Owners	38
	Section 7.5	Notices	39
	Section 7.6	Submission to Jurisdiction; Agent for Service	40
	Section 7.7	Governing Law	41

-ii- 

Table of Contents

(continued) 

		Page
EXHIBITS
Exhibit A	Form of Certificate	A-1
Exhibit B	Form of Trust Allocated Metal Account Agreement	B-1
Exhibit C	Form of trust Unallocated Metal Account Agreement	C-1

-iii- 

DEPOSITORY TRUST AGREEMENT

THIS DEPOSITORY TRUST AGREEMENT dated as of [●], 2018, among GOLD CORPORATION, a body corporate established under section 4 of the Gold Corporation Act 1987 (WA), as the custodial sponsor, EXCHANGE TRADED CONCEPTS, LLC, an Oklahoma limited liability company, as administrative sponsor, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee.

W I T N E S S E T H:

WHEREAS the Sponsors desire to establish a trust, to be known as the “Perth Mint Physical Gold ETF” pursuant to the laws of the State of New York; and

WHEREAS the Sponsors desire to: establish the terms on which gold may be deposited and safely stored in the trust; provide for the creation of shares representing fractional undivided beneficial interests in the net assets of the trust; and

WHEREAS the Sponsors desire to provide for other terms and conditions on which the trust shall be established and administered, as hereinafter provided.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, each Sponsor and the Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1     Definitions.

Except as otherwise specified in this Agreement or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement.

“Administrative Sponsor” means Exchange Traded Concepts, LLC acting as administrative sponsor of the Trust, or its successor.

“Agreement” means this Depository Trust Agreement, as amended or supplemented in accordance with its terms.

“Authorized Participant” means a Person that, at the time of submitting a Purchase Order or a Redemption Order, (i) is a registered broker-dealer or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions, (ii) is a DTC Participant, and (iii) has in effect a valid Authorized Participant Agreement.

“Authorized Participant Agreement” means an agreement among the Trustee, the Administrative Sponsor and an Authorized Participant that authorizes the Authorized Participant to submit Purchase Orders and Redemption Orders under this Agreement. Neither the Trustee nor the Custodial Sponsor has any duty or liability to any Person on account of the selection of any Authorized Participant.

“Authorized Participant Procedures” means the procedures for Purchase Orders and Redemption Orders attached to an Authorized Participant Agreement, as modified by the Sponsors and the Trustee from time to time.

“Basket” means 50,000 Shares, except that the Administrative Sponsor, with the consent of the Custodial Sponsor, and upon prior written notice to the Trustee, may from time to time increase or decrease the number of Shares comprising a Basket.

“Basket Gold Amount” means the amount of gold that must be deposited for issuance of one Basket or that is deliverable on Surrender of one Basket, determined as provided in Section 2.3(b).

“Benchmark Price” means, as of any day, (i) the afternoon LBMA Gold Price, or the morning LBMA Gold Price, if such day’s afternoon LBMA Gold Price is not available; or (ii) such other publicly available price which is reasonably available to the Trustee and which the Custodial Sponsor may determine fairly represents the commercial value of gold held by the Trust and instructs the Trustee to use as the Benchmark Price.

“Beneficial Owner” means any Person owning a beneficial interest in any Shares, including a Sponsor.

“Book-Entry System” has the meaning ascribed to such term in Section 5.3(f)(ii).

“Business Day” means any day other than a day: (1) when the Exchange is closed for regular trading; or (2), if the order or other transaction requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom, Western Australia or in some other jurisdiction on a particular day, (A) when banks are authorized to close in the United Kingdom, Western Australia or in such other jurisdiction or when the London gold market is closed or (B) when banks in the United Kingdom, Western Australia or in such other jurisdiction are, or the London gold market is, not open for a full business day and the order or other transaction requires the execution or completion of procedures which cannot be executed or completed by the close of the business day.

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

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

“Clearing Agency has the meaning ascribed to such term in Section 5.3(f)(ii).

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the U.S. Securities and Exchange Commission or any successor governmental agency in the United States.

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“Corporate Trust Office” means the office of the Trustee at which its corporate trust business that relates to this Agreement is administered, which, at the date of this Agreement, is located at 2 Hanson Street, Brooklyn, New York 11217.

“Custodial Sponsor” means Gold Corporation acting as custodial sponsor of the Trust, or its successor.

“Custodial Sponsor’s Fee” has the meaning ascribed to such term in Section 5.8(a).

“Custodian” means Gold Corporation, as custodian of the Trust’s gold under the Custody Agreement.

“Custody Agreement” means each of the Trust Unallocated Metal Account Agreement and the Trust Allocated Metal Account Agreement.

“Delivery” means (i) obtaining an acknowledgement from the Custodian of a credit of gold on an Unallocated Basis to the account of the Person entitled to that delivery, and (ii) when used with respect to Shares, one or more book-entry transfers of those Shares to an account or accounts at the Depository designated by the Person entitled to instruct such delivery, and, as applicable, for further credit as specified by that Person.

“Depository” means DTC and any other successor depository of Shares selected by the Administrative Sponsor, in consultation with the Custodial Sponsor, as provided herein.

“Dollars” or “$” (or dollars) refers to United States Dollars, unless otherwise indicated.

“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 Administrative Sponsor, in consultation with the Custodial Sponsor.

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

“Fine Ounce” means an Ounce of 100% pure gold, Fine Ounces being determined, as to physical gold, by multiplying the gross weight in Ounces by the fineness, expressed as a fraction of the fine metal content in parts per 1000 and, as to gold held on an Unallocated Basis, by the number of Fine Ounces credited to the applicable unallocated account from time to time (such account being denominated in Fine Ounces).

“GC Metal Account” means one or more Gold accounts of which Gold Corporation, in its individual capacity, is the registered owner maintained with one or more LBMA Gold clearing members on an Unallocated Basis in such location or locations as Gold Corporation may determine and used by Gold Corporation exclusively for transfers of Gold to and from the Trust in connection with the creation and redemption of Baskets.

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“Gold” or “gold” means Physical Gold or gold held on an Unallocated Basis.

“Government Guarantee” means the guarantee provided by the State of Western Australia pursuant to Section 22 of the Gold Corporation Act 1987 (Western Australia) which provides (amongst other things) that the payment of the cash equivalent of gold due, payable and deliverable by Custodian under the Act is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in right of the State of Western Australia.

“Gross Asset Value” has the meaning ascribed to such term in Section 4.3(a).

“Indirect Participant” means a Person that, by clearing securities through, or maintaining a custodial relationship with, a DTC Participant, either directly or indirectly, has access to the DTC clearing system.

“Internal Control Over Financial Reporting” has the meaning ascribed to such term in Rules 13a-15(f) and 15(d)-15(f) adopted by the Commission under the Exchange Act.

“LBMA” means the London Bullion Market Association or its successor.

“LBMA Gold Price” means the London gold price per troy ounce of gold for delivery in London through a member of the LBMA authorized to effect such delivery, stated in U.S. Dollars, as calculated and administered by independent service provider(s) and published by the LBMA on its website at www.lbma.org.uk or by its successor that publicly displays prices.

“London Bar” means a gold bar meeting the London Good Delivery Standards.

“London Good Delivery Standards” means the specifications for “good delivery” gold bars, including the specifications for weight, dimensions, fineness (or purity), identifying marks and appearance of gold bars, set forth in “The Good Delivery Rules for Gold and Silver Bars” published by the LBMA.

“Net Asset Value” has the meaning ascribed to such term in Section 4.3(a).

“Net Asset Value per Share” has the meaning ascribed to such term in Section 4.3(a).

“Order Cutoff Time” means, with respect to any Business Day, (i) 4:00 p.m. (New York time) on such Business Day or (ii) another time agreed to by both the Sponsors and the Trustee as to which the Administrative Sponsor has notified Registered Owners and all existing Authorized Participants.

“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).

“Ounce” means one troy ounce, equal to 31.103 grams.

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

“Physical Gold” or “physical gold” means (i) a London Bar, and (ii) all gold products without numismatic value and having a gold purity of at least 99.5% (including but not limited to coins, cast bars and minted bars).

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

“Purchase Order” has the meaning ascribed to such term in Section 2.3(a).

“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 Depository as is then acting with respect to the Shares, (ii) is a “bank” as defined in section 408(n) of the Code (unless counsel to a Sponsor, the appointment of which is acceptable to the Trustee, determines that complying with such definition is not necessary for the exception under section 408(m) (3) of the Code to apply), 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” has the meaning ascribed to such term in Section 2.6(a).

“Registered Owner” means the Person in whose name Shares are registered on the books of the Trustee maintained for that purpose, including a Sponsor.

“Registrar” means any bank or trust company that is appointed to register Shares and transfers of Shares, which shall be the Trustee unless another Registrar is appointed as herein provided.

“Reserve Account” means the account described in Section 4.12.

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

“Share” means a unit of beneficial interest in the Trust created under this Agreement, having no par value and representing a fractional undivided beneficial interest in the net assets of the Trust which undivided interest shall equal a fraction, the numerator of which is one and the denominator of which is the total number of Shares outstanding. The initial name of the Shares shall be “Perth Mint Physical Gold ETF Shares”.

“Sponsors” means the Custodial Sponsor and the Administrative Sponsor.

“Sponsor Indemnified Party” has the meaning ascribed to such term in Section 5.6(b).

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“Subcustodian” shall mean a LBMA-member gold clearing bank engaged by the Custodian as a sub-custodian of gold held for the Trust by the Custodian in accordance with the Custody Agreement.

“Surrender” means a book-entry transfer of Shares to the Trustee’s account with the Depository. A “Surrendering” Authorized Participant and “Surrendered” Shares, Baskets or Certificates mean, respectively, an Authorized Participant and Shares, Baskets or Certificates, involved in a Surrender.

“Trust” means the Perth Mint Physical Gold ETF, the trust entity created by this Agreement.

“Trust Allocated Metal Account” means the account maintained for the Trust by the Custodian on an allocated basis pursuant to the Trust Allocated Metal Account Agreement for the purpose of holding Physical Gold on behalf of the Trust.

“Trust Allocated Metal Account Agreement” means the Allocated Metal Account Agreement of even date herewith between the Custodian and the Trustee, the form of which is attached as Exhibit B and as it may be amended or supplemented from time to time.

“Trust Property” means the gold owned by the Trust that the Custodian credits to the Trust Allocated Metal Account and Trust Unallocated Metal Account in accordance with the Custody Agreement, all other property held by the Custodian for the account of the Trust, and any cash or other property that is received by the Trustee in respect thereof or that is otherwise being held by or for the Trust under this Agreement.

“Trust Unallocated Metal Account” means the account maintained for the Trust by the Custodian to hold gold on an Unallocated Basis pursuant to the Trust Unallocated Metal Account Agreement.

“Trust Unallocated Metal Account Agreement” means the Unallocated Metal Account Agreement of even date herewith between the Custodian and the Trustee, the form of which is attached as Exhibit C and as it may be amended or supplemented from time to time.

“Trustee” means The Bank of New York Mellon, a New York banking corporation, in its capacity as trustee under this Agreement, or any successor trustee under this Agreement.

“Trustee Indemnified Party” has the meaning ascribed to such term in Section 5.6(a).

“Unallocated Basis” means, with respect to the holding of gold, that the holder is entitled to receive delivery of physical gold in the amount standing to the credit of the holder’s account, but the holder has no ownership interest in any particular gold that the custodian maintaining that account owns or holds.

“Unallocated Gold” means gold held on an Unallocated Basis.

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Section 1.2     Rules of Construction.

Unless the context otherwise requires:

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

(b)          an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles consistently applied in the United States;

(c)          “or” is not exclusive;

(d)          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 thereof;

(e)          “including” means including without limitation;

(f)           words in the singular include the plural and words in the plural include the singular; and

(g)          a term defined in any part of speech shall have the corresponding meaning when capitalized and used herein in another part of speech.

ARTICLE II

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 has received confirmation from the Custodian that the Custodian has received an initial deposit of gold from [NAME OF INITIAL PURCHASER], the initial purchaser of the first Baskets, and has credited such deposit to the Trust Allocated Metal Account. The Trustee declares that the initial deposit and all other Trust Property shall be owned by the Trust and the Trustee as trustee thereof for the benefit of the Beneficial Owners for the purposes of, and subject to and limited by the terms and conditions set forth in, this Agreement. The trust created by this Agreement shall be known as the “Perth Mint Physical Gold ETF.” The Trustee hereby confirms that, in exchange for the initial deposit of gold, the Trustee has issued a global Certificate to DTC and that, upon the initial registration statement for the sale of the Shares being declared effective, the Trustee will direct DTC to credit the initial depositor of gold with the number of Baskets represented by such initial deposit of gold.

(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. The Trust shall not issue or sell any certificates or other obligations other than the Shares and shall not otherwise incur, assume or guarantee any indebtedness for money borrowed, except as provided in Section 2.3(e) of this Agreement.

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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 attached 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 Exchange on 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 Administrative Sponsor and the Trustee will apply to DTC for acceptance of the Shares in its book-entry settlement system. The Administrative Sponsor and the Trustee, as the case may be, shall enter into such customary agreements as may be required by DTC in connection therewith. Shares deposited with DTC shall be evidenced by one or more global Certificates that 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 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. So long as DTC or another authorized Depository selected by the Administrative Sponsor is the Registered Owner, the Trustee and the Administrative Sponsor may treat DTC or such other Depository as the absolute owner of the Shares for all purposes whatsoever, including with respect to the payment of distributions and the giving of notices of redemption, tender and other matters with respect to the Shares.

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(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 a successor authorized Depository identified by the Administrative Sponsor and available to act, or, if no successor Depository is identified and able to act, the Trustee shall terminate the Trust in accordance with Section 6.2.

(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)          After the initial deposit of gold in the Trust, 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 the Authorized Participant Procedures (to the extent they are not inconsistent with this Agreement). Authorized Participants wishing to acquire from the Trustee one or more Baskets must place an order therefor with the Trustee (a “Purchase Order”) prior to the Order Cutoff Time on any Business Day. The Order Date for Purchase Orders received by the Trustee prior to the Order Cutoff Time on a Business Day shall be that Business Day. A Purchase Order received after the Order Cutoff Time on any Business Day shall be cancelled. As consideration for each Basket acquired, an Authorized Participant must deposit with the Custodian, in the time frame set forth under the Authorized Participant Procedures, the Basket Gold Amount, as such amount is determined by the Trustee on the Order Date of the corresponding Purchase Order. Gold may only be delivered to the Custodian by credit to the Trust Unallocated Metal Account. The Authorized Participant shall bear all risk of any loss until the gold is credited to the Trust Unallocated Metal Account, and none of the Trustee, the Sponsors (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) or the Trust shall have any liability for any such loss.

(b)          The Trustee shall determine the Basket Gold Amount for each Business Day, and each such determination thereof and the Trustee’s resolution of questions concerning the composition of the Basket Gold Amount shall be final and binding on all Persons interested in the Trust. The initial Basket Gold Amount is 500 Fine Ounces. After the initial deposit of gold into the Trust, the Basket Gold Amount for each Business Day shall be an amount of gold equal to:

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(a) minus  (b)

(c) divided by (d)

Where: 

(a) = the total number of Fine Ounces (including fractions thereof) held in the Trust as of the opening of business on such Business Day

(b) = the number of Fine Ounces (including fractions thereof) equal in value to the Trust’s unpaid expense accrual as of the opening of business on such Business Day

(c) = the total number of Shares outstanding as of the opening of business on such Business Day

(d) = 50,000 (or other number of Shares in a Basket for such Business Day)

Fractions of a Fine Ounce included in the Basket Gold Amount smaller than 0.001 Fine Ounces shall be disregarded. The Custodial Sponsor shall publish, or shall designate the Administrative Sponsor or other Persons to publish, for each Business Day, the Basket Gold Amount.

(c)          If the Trust Property (other than the Reserve Account) 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 gold deposited with the Trust shall be owned by the Trust and held for the Trust by the Custodian or a Subcustodian. Cash and any assets of the Trust other than gold shall be held by the Trustee at such place and in such manner as the Trustee shall determine.

(e)          Pursuant to and except as may be otherwise provided in the Custody Agreement, the Custodian agrees to allocate, or cause to be allocated, ownership of gold to the Trust Allocated Metal Account such that no amount of gold remains standing to the credit of the Trust Unallocated Metal Account by 10:00 p.m. Perth time on each Business Day. In the event that the Custodian is unable to fully effect such allocation by such time due to reasons outside of its or its Subcustodian’s control, it will use reasonable efforts to cause such allocation as soon as possible. In order to ensure that all gold deposited into the Trust is fully allocated into Physical Gold, the Trust may from time to time borrow no more than 430 Fine Ounces from the Custodian pursuant to the terms of the Custody Agreement, in order to ensure that the Trust is always fully allocated. Additionally, to the extent that, in connection with a Purchase Order, the Custodian is permitted to allocate Physical Gold to the Trust Allocated Metal Account in excess of the amount of gold deposited into the Trust Unallocated Metal Account for such Purchase Order pursuant to the Custody Agreement, the Trust may borrow an amount of Fine Ounces equal to the amount of the number of Fine Ounces in excess of the amount of gold deposited, with such borrowed amount of Fine Ounces to be recorded as a corresponding amount due to the Custodian in the Trust Unallocated Metal Account, in accordance with the Custody Agreement. Furthermore, to the extent that the Custodian is permitted to substitute other Physical Gold for Physical Gold held in the Trust Allocated Metal Account pursuant to the Custody Agreement and such substitution results in the total number of Fine Ounces of Physical Gold held in the Trust Allocated Metal Account exceeding the total number of Fine Ounces of Physical Gold held in the Trust Allocated Metal Account immediately prior to such substitution, the Trust may borrow an amount of Fine Ounces equal to the amount of the excess number of Fine Ounces resulting from such substitution, with such borrowed amount of Fine Ounces to be recorded as a corresponding amount due to the Custodian in the Trust Unallocated Metal Account, in accordance with the Custody Agreement.

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Section 2.4     Delivery of Shares; Liability for Taxes and Other Charges Connected with the Issuance of Shares.

Upon receipt by the Trustee of a Purchase Order from an Authorized Participant and the other documents required as above specified, if any, and a confirmation from the Custodian that the Basket Gold Amount has been Delivered to the Custodian for each Basket requested in such Purchase Order and that the Custodian has allocated the Basket Gold Amount to the Trust Allocated Metal Account, the Trustee, subject to the terms and conditions of this Agreement, as supplemented by the Authorized Participant Procedures (to the extent they are not inconsistent with this Agreement) and the practices of the Depository, shall Deliver to the Authorized Participant the number of Baskets issuable in respect of such deposit as requested in the corresponding Purchase Order, but only upon payment to the Trustee of the applicable transaction fees and expenses, including the Trustee’s fee and all taxes, governmental charges and fees payable in connection with such deposit, the transfer of gold and the issuance and Delivery of Shares. An Authorized Participant is responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge applicable to the transfer of gold and the issuance and Delivery of Shares pursuant to its Purchase Order, regardless of whether such tax or charge is imposed directly on the Authorized Participant; and by placing a Purchase Order an Authorized Participant agrees to indemnify the Sponsors, the Trustee and the Trust if any of them is required by law to pay any such tax or charge, together with any applicable penalties, additions to tax and interest thereon.

Section 2.5     Registration of Shares and Transfers Thereof; 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 of transfers of Shares.

(b)          The Trustee, subject to the terms and conditions of this Agreement, shall register transfers of Shares on its transfer books from time to time, on the 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. Thereupon, the Trustee shall execute a new Certificate or Certificates evidencing such Shares and shall 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.

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(d)          The Trustee may, with the written approval of each of the Administrative Sponsor and the Custodial 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. Likewise, such co-transfer agent will be held to the same standards of care to which the Trustee is held under this Agreement, including the same standards of care that govern the eligibility of the Trustee to be indemnified under this Agreement.

(e)          The previous paragraphs of this Section 2.5 notwithstanding, so long as the Shares are eligible for deposit with a Depository, the sole Registered Owner shall be such Depository or its nominee and transfer of Shares shall be effected solely by the Depository in accordance with its customary practices in effect from time to time.

Section 2.6     Surrender of Shares and Withdrawal of Trust Property.

(a)          Surrender of Shares by Authorized Participants. Upon Surrender by an Authorized Participant of any integral number of Baskets for the purpose of withdrawing the amount of Trust Property represented thereby and payment to the Trustee of the applicable transaction fees and expenses, including the Trustee’s fee, and all taxes, governmental charges and fees payable in connection with such Surrender and withdrawal of Trust Property, and subject to the terms and conditions of this Agreement, as supplemented by the Authorized Participant Procedures (to the extent they are not inconsistent with this Agreement) and the practices of the Depository, an Authorized Participant acting for its own account or on authority of the Beneficial Owner of those Shares will be entitled to Delivery 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). An Authorized Participant wishing to redeem one or more Baskets must place an order with the Trustee (a “Redemption Order”) prior to the Order Cutoff Time on any Business Day. The Order Date for Redemption Orders received by the Trustee prior to the Order Cutoff Time on a Business Day shall be that Business Day. A Redemption Order received after the Order Cutoff Time on any Business Day shall be cancelled. Upon a Surrender of an integral number of Baskets and satisfaction of all the conditions for withdrawal of Trust Property, the Trustee shall instruct the Custodian to Deliver to or to the order of the Surrendering Authorized Participant the amount of gold represented by the Surrendered Shares on the Order Date, 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 Shares. Unless otherwise agreed between the Custodian and the Authorized Participant, gold will be withdrawn from the Trust Allocated Metal Account and credited to the Trust Unallocated Metal Account and thereafter will be Delivered, as provided in Section 2.11, as a credit to (i) an account of the Authorized Participant maintained on an Unallocated Basis by an LBMA Gold clearing member identified by the Authorized Participant to the Custodian and the Trustee or (ii) an account of the Authorized Participant maintained on an Unallocated Basis with Gold Corporation. The Authorized Participant shall bear all risk of any loss from the time the gold is transferred from the Trust Unallocated Metal Account for Delivery to the unallocated account of the Authorized Participant, and none of the Trustee, the Sponsors (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor of the Trust) or the Trust shall have any liability for any such loss.

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(b)          The Trustee may require that a Certificate evidencing Shares Surrendered for the purpose of withdrawal of Trust Property is properly endorsed in blank or accompanied by proper instruments of transfer in blank.

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

(a)          As a condition precedent to the issuance, Delivery, registration of transfer, split-up, combination or Surrender of any Shares or withdrawal of any Trust Property, the Trustee or Registrar: (i) may require payment from the applicable Authorized Participant of a sum sufficient to reimburse it for any tax or other governmental charges 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, (ii) may require the production of proof satisfactory to it as to the identity and genuineness of any signature and (iii) may also require compliance with any regulations the Trustee may establish consistent with the provisions of this Agreement. The applicable Authorized Participant, Registered Owner or Beneficial Owner agrees to indemnify each Sponsor, the Trustee and the Trust if any of them is required by law to pay any such tax, charge or fee, together with any applicable penalties, additions to tax and interest thereon.

(b)          The acceptance of Purchase Orders, the Delivery of Shares against deposits of gold or the registration of transfer of Shares may, and upon direction of a Sponsor shall, be suspended generally, or refused with respect to a particular Purchase Order, Delivery of Shares or registration, by the Trustee (i) during any period when the transfer books of the Trustee are closed, (ii) if the Custodian has informed the Trustee and the Administrative Sponsor that it is unable to allocate gold to the Trust Allocated Metal Account either in connection with a particular Purchase Order (in which case, unless otherwise instructed by the Sponsor, the Trustee will reject all other Purchase Orders having the same Order Date) or generally, or (iii) if any such action is deemed necessary or advisable by the Custodial Sponsor, for any reason in its sole discretion at any time or from time to time, but only after consulting with the Administrative Sponsor. The Trustee shall reject any Purchase Order that is not in proper form. Neither the Trustee nor a Sponsor shall be liable to any Person by reason of the suspension, refusal or rejection of any Purchase Order or Delivery of Shares against deposits of gold or of any registration of transfer of Shares.

(c)          Except as otherwise provided elsewhere in this Agreement, the Surrender of Shares for the purpose of withdrawing Trust Property pursuant to Section 2.6(a) may, and upon the direction of a Sponsor shall, be suspended or rejected generally or with respect to a particular Redemption Order, by the Trustee (i) during any period in which regular trading on the Exchange is suspended or restricted or the Exchange is closed (other than scheduled holiday or weekend closings), (ii) during an emergency as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, including where transportation services acceptable to the Custodian are not available, or (iii) for such other period as the Sponsors determine to be necessary for protection of Registered Owners. The Trustee shall reject any Redemption Order that is not in proper form. Neither the Trustee nor a Sponsor shall be liable to any Person by reason of any such suspension, postponement or rejection. The Trustee shall reject any Redemption Order by an Authorized Participant pursuant to Section 2.6(a) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, and the Trustee shall have no liability to any Person for rejecting a Redemption Order in such circumstances. In the event that the Surrender of Shares for the purpose of withdrawing Trust Property pursuant to Section 2.6(a) is suspended or rejected generally during an emergency as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, the Administrative Sponsor shall promptly notify the Exchange of such emergency.

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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 of the Shares evidenced thereby 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.

(a)          If requested in writing by the Administrative Sponsor, in consultation with the Custodial 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 and the Depository.

(b)          If so directed by the Administrative Sponsor, in consultation with the Custodial Sponsor, the Trustee shall not 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 Registered Owners entitled to them.

(c)          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.

Section 2.11    Delivery of Gold to and from the Trust.

Notwithstanding anything to the contrary in this Agreement, pursuant to agreements between Gold Corporation, in its individual capacity, and the Authorized Participants, the Basket Gold Amount to be deposited by an Authorized Participant into the Trust Unallocated Metal Account in connection with a Purchase Order and the amount of gold to be withdrawn from the Trust Unallocated Metal Account and Delivered to an Authorized Participant in connection with a Redemption Order shall be deposited into or withdrawn from the Trust Unallocated Metal Account either by way of transfer from or to the GC Metal Account or by way of transfer from or to a Gold account of an Authorized Participant maintained on an Unallocated Basis by Gold Corporation.

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None of the Trustee, the Sponsors (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) or the Trust shall have any liability for any loss resulting from the use of the GC Metal Account or for any act or inaction of Gold Corporation related to the GC Metal Account.

ARTICLE III

CERTAIN OBLIGATIONS OF AUTHORIZED PARTICIPANTS

Section 3.1     Liability of Authorized Participants for Taxes and other Governmental Charges.

An Authorized Participant is responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge applicable to the redemption of Shares or the transfer of Shares or gold in connection therewith, regardless of whether such tax or charge is imposed directly on the Authorized Participant. If any such tax or other governmental charge shall become payable by the Trustee with respect to any redemption of Shares or the transfer of Shares or gold in connection therewith, (a) such tax or other governmental charge shall be payable by the Authorized Participant redeeming Shares to the Trustee, (b) the Trustee (i) shall refuse to effect any registration of transfer of such Shares or any withdrawal of Trust Property represented by such Shares, as the case may be, until such payment is made, (ii) may withhold any distributions or sell for the account of such Authorized Participant such Trust Property or Shares, and (iii) may apply such distributions or the proceeds of any such sale in payment of such tax or other governmental charge, and (c) the Authorized Participant redeeming such Shares shall remain liable for any deficiency; and by placing a Redemption Order or requesting a transfer of Shares, an Authorized Participant agrees to indemnify each Sponsor, the Trustee and the Trust if any of them is required by law to pay any such tax or other governmental charge, together with any applicable penalties, additions to tax and interest thereon. 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 Authorized Participant entitled thereto as in the case of a distribution in cash through the procedures of the Depository. The Trustee shall have no responsibility or liability for any such taxes or other governmental charges and, to the extent the Trustee incurs any liability, cost or expense in connection with any such taxes or other governmental charges, the Trustee shall be indemnified and held harmless by the Trust from the assets of the Trust for the amount of any such liability, cost or expense.

Section 3.2     Warranties on Deposit of Gold.

Every Authorized Participant depositing gold under this Agreement shall be deemed thereby to represent and warrant that (a) the deposited gold represents the right to receive gold that meets the London Good Delivery Standards without any additional cost, (b) the Authorized Participant making such deposit is duly authorized to do so and (c) at the time of Delivery, the gold is free and clear of any lien, pledge, encumbrance, right, charge or any other claim whatsoever (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 and termination of this Agreement.

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ARTICLE IV

ADMINISTRATION OF THE TRUST

Section 4.1     Evaluation of Gold.

(a)          As promptly as practicable after the Order Cutoff Time on each Business Day, the Trustee shall determine the value of the gold held or receivable by the Trust (i) on the basis of the Benchmark Price for that day or (ii) if no Benchmark Price is announced for that day, on the basis of the most recently announced Benchmark Price prior to the evaluation time. However, if the Custodial Sponsor determines that the Benchmark Price specified in the preceding sentence is inappropriate as a basis for evaluation, it shall identify an alternative basis for evaluation to be employed by the Trustee. Gold deliverable under a Purchase Order shall be included in the evaluation beginning on the first Business Day following the Order Date therefor. Gold deliverable under a Redemption Order shall not be included in the evaluation on and after the first Business Day following the Order Date therefor. Neither the Trustee nor a Sponsor shall be liable to any Person for the determination that the most recently announced Benchmark Price is not appropriate as a basis for evaluation of the gold held or receivable by the Trust or for any determination as to the alternative basis for evaluation, provided that such determination is made in good faith.

(b)          If the Custodial Sponsor determines that the Benchmark Price should have the meaning set forth in part (ii) of the definition of that term set forth in Section 1.1, the Trustee shall give notice thereof to the Registered Owners identifying the price determined by the Custodial Sponsor to be used for the purpose of the evaluation of gold, and the Trustee shall apply the new meaning to the evaluation of gold beginning 60 days after the date of that notice.

Section 4.2     Responsibility of the Trustee for Evaluations.

The Sponsors, Authorized Participants, Registered Owners and Beneficial Owners may rely on any evaluation or determination of any amount made by the Trustee, and, except for any determination made pursuant to Section 4.1(b), a 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 a Sponsor, or to Authorized Participants, 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 gross negligence or bad faith in the performance of its duties.

Section 4.3     Trust Evaluation.

(a)             As promptly as practicable after completion of the evaluation required under Section 4.1(a) on each Business Day, the Trustee shall add to the total value of the gold determined by the Trustee pursuant to Section 4.1(a) the value of all other assets of the Trust (other than any amount credited to the Reserve Account, if any), including cash, if any; the resulting figure is the “Gross Asset Value” of the Trust. The Trustee shall then subtract from the Gross Asset Value of the Trust all accrued but unpaid fees, expenses and other liabilities 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.” All fees, expenses and other liabilities of the Trust that are or will be incurred or accrued through the close of business on a Business Day shall be included in the calculations required by this Section 4.3 for that Business Day. For purposes of this Section 4.3: (i) Shares deliverable under a Purchase Order shall be considered to be outstanding beginning on the first Business Day following the Order Date therefor; and (ii) Shares deliverable under a Redemption Order shall not be considered to be outstanding on and after the first Business Day following the Order Date therefor. Fractions smaller than $0.01 shall be disregarded in such evaluations.

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(b)            Gross Asset Value, Net Asset Value and Net Asset Value per Share shall be computed in accordance with generally accepted accounting principles consistently applied in the United States. Any estimate of the accrued but unpaid fees, expenses and liabilities of the Trust for purposes of the computations required by this Section 4.3 made by the Trustee in good faith shall be conclusive upon all Persons interested in the Trust, and no revision or correction in any computation made under this Agreement will be required by reason of any difference in amounts estimated from those actually paid.

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, if the Trustee is 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 down to the nearest whole cent.

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 or, in respect to any claim that accrues in favor of the Trust on account of any loss of deposited gold or other Trust Property, any cash proceeds received in respect to any such claim, 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 such manner as the Administrative Sponsor, in consultation with the Custodial Sponsor, may deem lawful, equitable and feasible for accomplishing such distribution; provided, however, that if in the opinion of the Administrative Sponsor such distribution cannot be made proportionately among the Registered Owners entitled thereto, or if for any other reason (including 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 in order to be distributed to Registered Owners) the Administrative Sponsor deems such distribution not to be lawful and feasible, the Trustee shall adopt such method as the Administrative Sponsor, in consultation with the Custodial Sponsor, deems lawful, equitable and feasible for the purpose of effecting such distribution, after deduction or upon payment of the expenses of the Trustee, including 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. The Trustee shall not be liable for any loss or depreciation resulting from any sale or other disposition of property made by the Trustee pursuant to the Administrative Sponsor’s instruction or otherwise made by the Trustee in good faith.

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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 a 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 Administrative Sponsor, shall fix a record date for the determination of the Registered Owners who shall be entitled to (i) receive such distribution, (ii) give such proxies or consents in respect of any such solicitation, (iii) receive Shares as a result of any such split, reverse split or other change or (iv) 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 shall or may be accrued and paid by the Trust:

(i)           The Custodial Sponsor’s Fee, which shall be paid pursuant to Section 4.7(d);

(ii)           expenses of the Trust not assumed by the Custodial Sponsor pursuant to Section 5.3(g) and the Trustee’s expenses not reimbursed by the Custodial Sponsor pursuant to Section 5.7(b);

(iii)          taxes and other governmental charges;

(iv)          expenses and costs of any extraordinary services performed by the Trustee or a Sponsor on behalf of the Trust or action taken by the Trustee or a Sponsor to protect the Trust or the interests of Registered Owners or Beneficial Owners, including expenses, costs and disbursements a Sponsor incurs pursuant to the last sentence of Section 5.6(b) and expenses, costs and disbursements the Trustee incurs pursuant to Sections 5.12(a) and 5.7 (c);

(v)           indemnification of the Trustee as provided in Section 5.6(a); and

(vi)          indemnification of each Sponsor as provided in Section 5.6(b).

(b)          The Trustee shall, when directed by a Sponsor, and in the absence of such direction may, in its discretion, direct the Custodian to sell gold in accordance with Section 4.9 to permit payment of expenses under this Agreement, including amounts payable by the Custodial Sponsor to the Trustee if not paid when due, as provided in Section 5.7(a). The Trustee shall endeavor to direct the Custodian 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 a Sponsor shall be liable or responsible in any way for loss or depreciation resulting or incurred by reason of any sale made pursuant to this Section 4.7.

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(c)          If at any time and from time to time, the Trustee and the Sponsors determine that the amount of cash included in the Trust Property exceeds the anticipated expenses of the Trust for the following month, the Trustee shall distribute the excess to the Registered Owners under Section 4.4.

(d)          Payment of the Custodial Sponsor’s Fee shall be made by withdrawal of gold from the Trust Allocated Metal Account for credit to the Trust Unallocated Metal Account and subsequent transfer of such gold to an account maintained for the benefit of the Custodial Sponsor, on the first Business Day of each month in respect of such fee payable for the prior month (or on the date of termination of this Agreement, in respect of such fee payable for the period subsequent to the last month for which such fee was paid), having a quantity on such Business Day, that equals the aggregate daily accruals of such fee for the prior month (or, in the case of such termination, for such period).

(e)          Payment of amounts reimbursable to the Custodial Sponsor pursuant to Section 5.8(b) shall be paid by de-allocating Physical Gold from the Trust Allocated Metal Account for credit to the Trust Unallocated Metal Account for subsequent transfer of such gold to an account maintained for benefit of the Custodial Sponsor, as of the close of business on the third Business Day after the Business Day on which the Custodial Sponsor requests such reimbursement in writing, such gold having a value on the Business Day on which the Custodial Sponsor’s written request is received equal to the amount of such reimbursement.

Section 4.8     Statements and Reports; Fiscal Year.

(a)          After the end of each fiscal year and within the time period required by applicable laws, rules and regulations, the Trustee shall send to the Registered Owners, at the Custodial Sponsor’s expense, an annual report of the Trust for such fiscal year containing financial statements prepared by the Administrative Sponsor from information furnished by the Trustee concerning the operations of the Trust and audited by independent accountants designated by the Sponsors and such other information as may be required by such laws, rules and regulations or otherwise, or that the Sponsors determine shall be included. The Trustee may distribute the annual report by any permitted means to the Registered Owners.

(b)          The Trustee shall provide the Administrative 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 furnishing of information to the Administrative Sponsor for the Administrative Sponsor’s preparation of the financial statements of the Trust, as may be reasonably necessary in order to enable the Administrative Sponsor to prepare and file or furnish to the Commission any certifications regarding such matters that may be required to be included with the Trust’s periodic reports under the Exchange Act.

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(c)          The Trustee shall make such elections, file such tax returns, and prepare, disseminate and file such tax reports, as it is advised by its counsel or accountants are from time to time required by any statute, rule or regulation of the United States, any State or political subdivision thereof, or other jurisdiction having taxing authority in respect of the Trust or its administration.

(d)          The expense of accountants employed to prepare such annual reports, tax returns and tax reports shall be borne by the Custodial Sponsor as required under Section 5.3(g).

(e)          The fiscal year of the Trust shall initially be the period ending December 31 of each year. The Administrative Sponsor, in consultation with the Custodial Sponsor, shall have the continuing right to select an alternate fiscal year permitted by the Code and other applicable law.

Section 4.9     Further Provisions for Gold Sales.

In addition to selling gold in accordance with Section 4.7, the Trustee shall sell gold or other Trust Property whenever any one or more of the following conditions exists:

(a)          a Sponsor has notified the Trustee, or counsel to the Trustee has advised, 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.

When selling gold, the Trustee shall place orders with the Custodian at the Benchmark Price next determined after receipt of the order or, if the Custodian is unable or unwilling to execute such orders, with dealers through which the Trustee may reasonably expect to obtain a favorable price and good execution of the orders. Neither the Trustee nor a Sponsor shall be liable or responsible in any way for depreciation or loss resulting or incurred by reason of any sale made pursuant to this Section 4.9.

Section 4.10   Counsel.

The Administrative Sponsor, with the prior approval of the Custodial Sponsor, may from time to time employ counsel to act on behalf of the Trust and perform any legal services in connection with the Trust, including any legal matters relating to the possible disposition or acquisition of any gold. The fees and expenses of such counsel for routine legal services shall be paid by the Custodial Sponsor in accordance with Section 5.3(g).

Section 4.11   Grantor Trust.

Nothing in this Agreement, the Custody Agreement, or otherwise shall be construed to give the Trustee the power to vary the investment of the Beneficial Owners (within the meaning of Treasury regulation section 301.7701-4(c) under the Code or any similar or successor provision of the regulations under the Code), nor shall a Sponsor give the Trustee any direction that would vary the investment of the Beneficial Owners. Neither the Trustee nor a Sponsor shall 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 or a Sponsor’s responsibility for the administration of the Trust in accordance with this Agreement.

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Section 4.12   Reserve Account.

The Trustee shall open and maintain a separate non-interest bearing account with the Trustee or such other banking institution specified by the Administrative Sponsor, in consultation with the Custodial Sponsor, or if the Administrative Sponsor fails so to specify, as selected by the Trustee, in the name, and for the benefit, of the Trust, subject only to draft or order by the Trustee acting pursuant to the terms of this Agreement, and shall hold in such account all cash that it has credited to such account to reflect the reserves for taxes or other governmental charges and other contingent liabilities payable out of the Trust that the Trustee has determined from time to time to be required by generally accepted accounting principles. Such account shall be known as the “Reserve Account.” The Trustee shall not be required to distribute to the Registered Owners any of the amounts held in such account; provided, however, that if the Trustee, in its sole discretion, determines that such amounts are no longer necessary for payment of any applicable taxes or other governmental charges or other contingent liabilities, then it shall promptly cause such amounts to be distributed to the Registered Owners.

ARTICLE V

THE TRUSTEE AND THE SPONSORS

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 a copy of this Agreement and books for the registration of Shares and transfers of Shares at its Corporate Trust Office or such other office as it may designate by notice to the Sponsors and the Registered Owners. Such items shall be open for inspection during normal business hours upon reasonable advance notice by any Person establishing to the Trustee’s reasonable satisfaction that such Person is a Beneficial Owner.

(c)          Subject to Section 2.5(e) and the procedures of the Depository, the Trustee may, and at the reasonable written request of the Administrative Sponsor or the Custodial 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, the Administrative Sponsor, or the Custodial Sponsor.

(d)          Subject to Section 2.5(e), 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 each of the Administrative Sponsor and the Custodial 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.

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Section 5.2     Prevention or Delay in Performance by a Sponsor or the Trustee.

Neither a Sponsor nor the Trustee nor any of their respective directors, officers, managers, members, employees, agents or affiliates shall incur any liability to any Registered Owner, Beneficial Owner or Authorized Participant 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, such 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 that by the terms of this Agreement it is provided shall be done or performed and, accordingly, such Sponsor or the Trustee does not do that thing or does that thing at a later time than would otherwise be required. Neither a Sponsor nor the Trustee shall incur any liability to any Registered Owner, Beneficial Owner or Authorized Participant 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 Sponsors and the Trustee.

(a)          Neither a Sponsor nor the Trustee assumes any obligation nor shall either of them be subject to any liability under this Agreement to any Registered Owner, Beneficial Owner, Authorized Participant or other Person (including liability with respect to the worth of the Trust Property), except that each of them agrees to perform its obligations specifically set forth in this Agreement without gross negligence, willful misconduct or bad faith. Neither the Sponsors (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) nor the Trustee shall have any obligation or liability for, or otherwise related to, any services Gold Corporation may, directly or indirectly, separately offer or provide to any Beneficial Owner.

(b)          Neither a 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, Authorized Participant, or other Person.

(c)          Neither a 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 Authorized Participant, any Registered Owner, any Beneficial Owner, or any other Person believed by it in good faith to be competent to give such advice or information.

(d)          (i)           No party to this Agreement shall be liable for any acts or omissions made by a successor that assumes the role of such party pursuant to this Agreement, whether in connection with a previous act or omission of such party or in connection with any matter arising wholly after the resignation or removal of such party, provided that, in connection with the issue out of which such potential liability arises, such party performed its obligations without gross negligence, willful misconduct or bad faith while it acted under this Agreement.

(ii)           The Administrative Sponsor is authorized to negotiate the terms of the Authorized Participant Agreement to be entered into with each Authorized Participant, provided that the Custodial Sponsor approves the final terms of an Authorized Participant Agreement before it is executed by the Administrative Sponsor. The Administrative Sponsor shall have no liability for any loss or damage incurred by the Trust resulting from any such agreement negotiated in good faith. The Trustee shall have no liability with respect to the negotiation of the terms of any Authorized Participant Agreement or the form of any Authorized Participant Agreement (other than the Trustee’s due execution, delivery and performance thereof). The terms of an Authorized Participant Agreement shall not adversely affect the duties, rights and responsibilities of the Trustee unless the Trustee expressly consents thereto, which consent shall be evidenced by the Trustee’s execution and delivery of such Authorized Participant Agreement.

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(e)          Neither the Trustee nor a Sponsor shall have an obligation to comply with any direction or instruction from any Registered Owner, Beneficial Owner or Authorized Participant regarding Shares, except to the extent specifically provided for 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. The Trustee shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties under this Agreement, except as may be specifically provided for herein. Without limiting the foregoing, all duties, rights, privileges and liabilities of the Trustee set forth in this Agreement shall be subject to the following:

(i)            The Trustee shall not be under any obligation to appear in, prosecute or defend any action that in its opinion may involve it in expense or liability, unless it shall be furnished with reasonable security and indemnity against such expense or liability. Subject to the foregoing, the Trustee may, in its sole discretion, take such actions as are provided for in Section 5.12(a).

(ii)           Assets of the Trust, exclusive of gold or cash, shall be held by the Trustee either directly or through the commercial book-entry system operated by the Federal Reserve Bank (“Book-Entry System”), DTC, or any other clearing agency or similar system (a “Clearing Agency”), if available. The Trustee shall have no responsibility and shall not be liable for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rates changes, or similar matters relating to securities held at the Depository or with any Clearing Agency unless the Trustee shall have received actual and timely written notice of the same, nor shall the Trustee have any responsibility or liability for the actions or omissions to act of the Book-Entry System, the Depository or any Clearing Agency. All moneys held by the Trustee hereunder shall be held by it, without interest thereon or investment thereof, as a deposit for the account of the Trust. Such monies held hereunder shall be deemed segregated by maintaining such monies in an account or accounts for the exclusive benefit of the Trust.

(iii)          If at any time the Trustee is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process that in any way affects the Trust or the Trust Property (including orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of any assets of the Trust), the Trustee is authorized to comply therewith in any manner that it or legal counsel of its own choosing deems appropriate; however, the Trustee to the extent practicable will promptly inform the Sponsors of such order, judgment, decree, writ or other form of judicial or administrative process that in any way affects the Trust and consult in good faith with the Sponsors as to the course of action by the Trustee. If the Trustee complies with any such order, judgment, decree, writ or other form of process, the Trustee shall not be liable to a Sponsor or to any other Person even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

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(iv)          In no event shall the Trustee be liable (A) for acting in accordance with or conclusively relying upon any direction, any instruction, notice, demand, certificate or document (I) from a Sponsor or the Custodian, or any entity acting on behalf of either, that the Trustee believes is given pursuant to or is authorized by this Agreement or the Custody Agreement, respectively, or (II) from or on behalf of any Authorized Participant that the Trustee believes is given pursuant to or is authorized by an Authorized Participant Agreement (provided that the Trustee has complied with the verification procedures specified in the Authorized Participant Agreement); (B) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated; or (C) for an amount in excess of the value of the assets of the Trust. The Trustee may consult with legal counsel of its own choosing as to any matter relating to this Agreement and shall not incur any liability in acting in good faith in accordance with any advice from such counsel. The reasonable expense of such counsel shall be paid as provided in Sections 5.7(b) or 5.7(c), as applicable.

(v)           The Trustee shall be entitled to rely conclusively upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it under this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof. The Trustee may act in conclusive reliance upon any instrument or signature believed by it to be genuine and may assume that any Person purporting to give receipt or advice or to make any statement or execute any document in connection with the provisions of this Agreement, the Custody Agreement or any Authorized Participant Agreement has been duly authorized to do so; provided, however, that where a list of authorized officials of a person and their signatures are on file with the Trustee, the Trustee shall compare such manual signatures to the signature on any such documents. Such requirement shall not apply to “personal identification numbers” or “PINS” or other forms of electronic security devices that function as a proxy for a manual signature.

(vi)          The Trustee shall not be responsible for (A) the validity or sufficiency of this Agreement, the Custody Agreement, any Authorized Participant Agreement, the Certificates or any other custody or other agreement entered into by the Trustee at the direction or with the approval of a Sponsor or otherwise in connection with the Trustee’s administration of the Trust, or (B) for the due execution hereof by a Sponsor or of the Custody Agreement by the Custodian, or for the due execution of any other agreement entered into by the Trustee in connection with the administration of the Trust by any party thereto other than the Trustee.

(vii)         The Trustee shall not be responsible in any respect for the form, execution, validity, value, collectability or genuineness of documents, instruments or securities deposited with or delivered to or held by it under this Agreement, or for any description therein, or for the identity, authority or rights of Persons executing or delivering or purporting to execute or deliver any such document, instrument or security.

(viii)        At any time the Trustee (A) may request an instruction in writing in English from a Sponsor, the Custodian, an Authorized Participant or other applicable Person with respect to any action that any of them is authorized to direct the Trustee to take under this Agreement, the Custody Agreement, any Authorized Participant Agreement or any other agreement entered into by the Trustee in connection with the Trustee’s administration of the Trust and (B) may, at its own option, include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations under any such agreement. The Trustee shall not be liable for acting in accordance with such a proposal on or after the date specified therein, provided that the specified date shall be at least three Business Days after a Sponsor, the Custodian, the Authorized Participant or other applicable Person receives the Trustee’s request for instructions and its proposed course of action, and provided further that, prior to so acting, the Trustee has not received the written instructions requested.

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(ix)          When the Trustee acts on any information, instructions, communications (including communications with respect to the delivery of securities or the wire transfer of funds) sent by telex, facsimile, email or other form of electronic or data transmission, the Trustee, absent gross negligence, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the party sending it or is not in the form the party sent or intended to send (whether due to fraud, distortion or otherwise), provided that this paragraph shall not limit the Trustee’s obligation to obtain such confirmations as may be specified in this Agreement or any Authorized Participant Agreement. The Trustee shall be indemnified as provided in Section 5.6 against any loss, liability, claim or expense (including reasonable legal fees and expenses) it may incur in acting in accordance with any such information, instruction or communication. This paragraph shall survive the termination of this Agreement and the Trust or the resignation or removal of the Trustee.

(x)          The Trustee may construe any provision of this Agreement that it believes to be ambiguous or inconsistent with any other provision(s) hereof, and any reasonable construction of any such provision by the Trustee in good faith shall be binding upon the parties hereto, each Authorized Participant, and all Registered Owners and Beneficial Owners. In the event of any ambiguity or inconsistency or any other uncertainty in any notice, instruction or other communication received by the Trustee under this Agreement, the Trustee shall notify the Sponsors and the giver thereof and may, in its sole discretion, refrain from taking any action other than to retain possession of the Trust Property, unless the Trustee receives such further written instructions, from the applicable Sponsor or otherwise, that eliminate such ambiguity, inconsistency or uncertainty.

(xi)          The Trustee shall have no responsibility for the contents of any writing of the arbitrators or any third party that may be used as a means to resolve disputes among third parties with respect to their interest in the Trust, Trust Property or Shares and may conclusively rely without any liability upon the contents thereof.

(xii)         In no event shall the Trustee be personally liable for any taxes or other governmental charges imposed upon or in respect of the gold or its custody, moneys or other assets from time to time held hereunder, or on the income therefrom or the sale or proceeds of sale thereof, or upon it as Trustee hereunder (except that it shall be personally liable for any income or other taxes on the amounts it receives pursuant to Section 5.7(a)) or upon or in respect of the Trust or the Shares, that it may be required to pay under any present or future law of the United States or of any other taxing authority having jurisdiction in the premises. For all such taxes and charges and for any expenses, including reasonable counsel’s fees, that the Trustee may sustain or incur with respect to such taxes or charges, the Trustee shall be reimbursed and indemnified out of the assets of the Trust as provided in Section 5.6, and the payment of such amounts shall be secured by a lien on such assets. This paragraph shall survive notwithstanding any termination of this Agreement and the Trust or the resignation or removal of the Trustee.

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(xiii)        The Trustee shall not be answerable for the default or misconduct of the Custodian or any agents, attorneys, accountants, auditors and other professionals appointed by the Sponsors to provide services on behalf of the Trust. The Trustee also may employ custodians for Trust assets other than gold, agents, attorneys, accountants, auditors and other professionals (including any affiliate of the Trustee or of a sponsor) and shall not be answerable for the default or misconduct of any such custodians, agents, attorneys, accountants, auditors or other professionals if such custodians, agents, attorneys, accountants, auditors or other professionals were selected with reasonable care. The fees and expenses charged by such custodians, agents, attorneys, accountants, auditors or other professionals, exclusive of fees for services to be performed by the Trustee, shall be paid as provided in Sections 5.7(b) or 5.7(c), as applicable, without reduction of the compensation due the Trustee for its services as such hereunder. Fees paid for custody of assets other than gold shall be an expense of the Trustee.

(xiv)        The Trustee in its individual or any other capacity may own or hold Shares, or be an underwriter or dealer in respect of Shares, and may deal in any manner with the same with the same rights and powers as if it were not the trustee hereunder.

(g)          (i)           In consideration of receiving the Custodial Sponsor’s Fee, the Custodial Sponsor has agreed to assume and be responsible for the payment of the following expenses, up to a maximum amount equal to the greater of $500,000 per annum and the amount that is equal to 0.20% of the average Gross Asset Value of the Trust over the relevant fiscal year (the “Fee Cap”): the Administrative Sponsor’s fee payable pursuant to Section 5.8(a), fees for the Trustee’s ordinary services and reimbursement of its ordinary out-of-pocket expenses as provided in Section 5.7(a), the Custodian’s fees and expenses specified in the Trust Allocated Metal Account Agreement and the Trust Unallocated Metal Account Agreement that are assumed by the Custodial Sponsor (if any), ordinary bar allocation fees which are charged to the Custodian in connection with the Custodian’s acquisition of sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order, ordinary or customary insurance costs and transportation fees, allocation costs associated with the allocation and de-allocation of Gold to and from the Trust, the marketing expenses of the Trust, the listing fees of the Trust on the Exchange, registration fees associated with the Trust charged by the Commission, printing and mailing costs, expenses for the maintenance of any website of the Trust, audit fees and expenses, routine legal fees and expenses associated with the ordinary course of the Trust’s operations. Within a reasonable time before the end of the Trust’s fiscal year, the Custodial Sponsor shall advise the Trustee if the anticipated expenses of the Trust for the coming fiscal year are reasonably expected to exceed the Fee Cap in the coming year. The Custodial Sponsor shall not be responsible for any other expenses, including litigation expenses associated with the Trust, any expense covered by Section 4.7(a)(i), (iii), (iv), (v), and (vi), any expenses that are in excess of the Fee Cap, or any extraordinary expenses incurred on behalf of the Trust. For purposes of this Section 5.3(g)(i), an extraordinary expense is an expense arising or resulting from an underlying event or transaction that, in the determination of the Administrative Sponsor, is reasonably considered to be of a type that (i) possesses a high degree of abnormality (such as abnormally high (A) transportation fees, (B) bar allocation fees which may be incurred when acquiring sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order and (C) Physical Gold allocation costs that may be incurred in relation to the allocation and de-allocation of Gold to and from the Trust) or is of a type that is reasonably considered to be unrelated to, or only incidentally related to, the ordinary and typical activities of the Trust and (ii) is of a type that would not reasonably be expected to recur in the foreseeable future. Extraordinary expenses shall include any fixing fees charged in connection with sales of gold made pursuant to Section 4.9.

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(ii)           The Custodial Sponsor may perform assaying of Physical Gold and other services relating to the safe custody of Physical Gold, as necessary.

(iii)          The Administrative Sponsor may request the Trustee to order Custodian audits as permitted under the Custody Agreement.

(iv)          A Sponsor shall be entitled to rely conclusively upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it under this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof. A Sponsor may act in conclusive reliance upon any instrument or signature believed by it to be genuine and may assume that any Person purporting to give receipt or advice or to make any statement or execute any document in connection with the provisions of this Agreement, the Custody Agreement or any Authorized Participant Agreement has been duly authorized to do so.

(v)          When a Sponsor acts on any information, instructions, communications (including communications with respect to the conversion of gold, the Delivery of Shares or the payment of fees) sent by telex, facsimile, email or other form of electronic or data transmission, such Sponsor, absent gross negligence, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the party sending it or is not in the form the party sent or intended to send (whether due to fraud, distortion or otherwise), provided that this paragraph shall not limit the applicable Sponsor’s obligation to obtain such confirmations as may be specified in this Agreement. Each Sponsor shall be indemnified as provided in Section 5.6 against any loss, liability, claim or expense (including reasonable legal fees and expenses) it may incur in acting in accordance with any such information, instruction or communication. This paragraph shall survive the termination of this Agreement and the Trust or, with respect to a Sponsor, the resignation or removal of such Sponsor.

(vi)          In no event shall a Sponsor be personally liable for any taxes or other governmental charges imposed upon or in respect of the gold, or on the income therefrom or the sale or proceeds of sale thereof, or upon it as Sponsor hereunder (except that the Custodial Sponsor shall be personally liable for any income or other taxes on the amounts it receives from the Trust pursuant to Section 5.8(a)) or upon or in respect of the Trust or the Shares, that it may be required to pay under any present or future law of the United States or of any other taxing authority having jurisdiction in the premises. For all such taxes and charges and for any expenses, including reasonable counsel’s fees, that a Sponsor may sustain or incur with respect to such taxes or charges, the Sponsor shall be reimbursed and indemnified out of the assets of the Trust as provided in Section 5.6. This paragraph shall survive notwithstanding any termination of this Agreement and the Trust or, with respect to a Sponsor, the resignation or removal of such Sponsor.

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(vii)         A Sponsor in its individual or any other capacity may own or hold Shares, and may deal in any manner with the same with the same rights and powers as if it were not the sponsor hereunder.

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 notice of its election so to do delivered to the Sponsors, and, subject to Section 6.2, such resignation shall take effect upon the appointment of a successor trustee and its acceptance of such appointment as hereinafter provided.

(b)          The Administrative Sponsor, with the prior written approval of the Custodial Sponsor, may remove the Trustee as trustee hereunder by notice given to the Trustee in the manner provided in Section 7.5 no more than 120 and at least 90 days prior to the fifth anniversary of the date of this Agreement or, thereafter, by notice delivered to the Trustee no more than 120 and at least 90 days prior to the last day of any subsequent three-year period. Subject to Section 6.2, such removal shall take effect upon the appointment of a successor trustee and its acceptance of such appointment as hereinafter provided.

(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 notice from the Administrative Sponsor, in consultation with the Custodial Sponsor, or Registered Owners acting on behalf of at least 25% of the outstanding Shares specifying such breach in reasonable detail and requiring the Trustee to cure such breach, or

(iii)          fails to consent to the implementation of an amendment to the Trust’s initial Internal Control Over Financial Reporting reasonably deemed necessary by the Administrative Sponsor and, after consultations with the Administrative Sponsor, the Administrative Sponsor and the Trustee fail to resolve their differences regarding such proposed amendment, the Administrative Sponsor, in consultation with the Custodial Sponsor, acting on behalf of the Registered Owners, may remove the Trustee as trustee hereunder by notice given to the Trustee in the manner provided in Section 7.5. 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 Administrative Sponsor, with the prior written approval of the Custodial Sponsor, 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 Sponsors, 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 Sponsors, 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. Upon effective resignation or removal hereunder, the resigning or removed Trustee shall be discharged from all duties and responsibilities under this Agreement and shall no longer be liable in any manner hereunder except as to acts or omissions occurring prior to such resignation or removal, and the successor Trustee shall thereupon undertake and perform all duties and responsibilities and be entitled to all rights and compensation as Trustee under this Agreement. The successor Trustee shall not be under any liability hereunder for acts or omissions occurring prior to execution of an instrument accepting its appointment as Trustee. The Administrative Sponsor or any such successor Trustee shall promptly give notice of the appointment of such successor Trustee to the Registered Owners.

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(e)          Any corporation or other entity into which the Trustee may be merged, consolidated or converted in a transaction in which the Trustee is not the surviving corporation or any corporation or other entity otherwise succeeding to substantially all of the business of the Trustee shall be the successor 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 or other transaction described in the preceding sentence, the Administrative Sponsor, in consultation with the Custodial Sponsor, may, by notice to the corporation or other entity described in that sentence (i.e., the successor Trustee), remove the latter as trustee hereunder and designate a successor Trustee in compliance with the provisions of subsection (d) above.

Section 5.5     The Custodian.

(a)          The Custodial Sponsor shall serve as the Custodian under this Agreement. Neither the Trustee nor the Administrative Sponsor shall have any liability for the selection of the Custodian or any Subcustodian engaged by the Custodian. The Trustee is hereby directed to enter into the Custody Agreement with the Custodian, and the Trustee shall have no liability for the terms thereof. The Custodian will be subject to the directions of the Trustee as provided in such Custody Agreement and will be responsible solely to the Trustee, the Beneficial Owners and, as applicable, the Administrative Sponsor to the extent English law requires, in accordance with the Custodian’s obligations under the Custody Agreement (provided, however, that any discretionary action to be taken, or decision to be made, by the Trustee pursuant to any Custody Agreement shall only be taken or made if and as directed by the Custodial Sponsor or the Administrative Sponsor in consultation with the Custodial Sponsor and the directed action or decision does not, in the Trustee’s reasonable discretion, adversely affect the Trustee’s rights and obligations thereunder). The Custodian may only resign as custodian as permitted by, and in the manner provided by, the Custody Agreement. The Trustee shall not amend or terminate any Custody Agreement in the absence of written direction of the Administrative Sponsor in consultation with Custodial Sponsor.

(b)          The Trustee shall have no obligation to monitor the activities of the Custodian or any Subcustodian other than to receive and review such reports of the gold held for the Trust by the Custodian and of transactions in gold held for the account of the Trust made by the Custodian pursuant to the Custody Agreement. The gold owned by the Trust and the accounts and operations of the Custodian shall be audited or examined by accountants or other inspectors selected by the Administrative Sponsor, in consultation with the Custodial Sponsor, at such times as directed by the Administrative Sponsor as permitted by the Custody Agreement. In no event shall the Trustee be liable for (i) any loss or damage resulting from the actions or omissions of, or the insolvency of, the Custodian or any Subcustodian or loss or damage to the gold while in the possession of, or in transit to or from, the Custodian or any Subcustodian, (ii) the amount, validity or adequacy of insurance maintained by the Custodian or any Subcustodian, if any, (iii) any defect in gold held by the Custodian or any Subcustodian, (iv) any failure of the gold to conform to the requirements of the London Good Delivery Standards or otherwise to conform to the requirements of Physical Gold and (v) any failure of the gold to conform to a description thereof provided by the Custodian to the Trustee.

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(c)          The gold held by the Custodian on behalf of the Trust shall be held subject to the Government Guarantee. Notwithstanding the foregoing, the Custodial Sponsor shall promptly notify the Trustee and the Administrative Sponsor as soon as it becomes aware of any proposal by the Western Australian Government to remove or alter the Government Guarantee, and in the event such a removal or alteration of the Government Guarantee is effected, the Trustee, the Custodial Sponsor and the Administrative Sponsor shall act in good faith to amend this Agreement as necessary to reflect such removal or alteration. In no event shall the removal or alteration of the Government Guarantee affect the continued operation of the Trust or otherwise act to terminate the Trust. In the event that the Trust has a claim under the Government Guarantee due to any loss of gold held by the Custodian for the benefit of the Trust, the Custodial Sponsor, or in the absence of the Custodial Sponsor, the Administrative Sponsor, shall be responsible for submitting and otherwise administering the claim for reimbursement of losses under the Government Guarantee. Neither the Trustee nor the Administrative Sponsor shall have any responsibility for the terms or sufficiency of the Government Guarantee.

(d)          Upon the appointment of any successor Trustee hereunder, the Custodian 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 the Custodian; but the successor Trustee so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to the Custodian full and complete power and authority as agent hereunder of such successor Trustee.

Section 5.6     Indemnification.

(a)          The Trustee and its directors, officers, employees, shareholders, agents and affiliates (as such term is defined under the Securities Act) (each, a “Trustee Indemnified Party”) shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under this Agreement and under each other agreement entered into by the Trustee in furtherance of the administration of the Trust (including the Custody Agreement and any Authorized Participant Agreement, including the Trustee’s indemnification obligations thereunder), or otherwise by reason of the Trustee’s acceptance or administration of the Trust, to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such Trustee Indemnified Party in connection with the performance of its obligations under this Agreement or any such other agreement, or any actions taken in accordance with the provisions of this Agreement or any such other agreement or (ii) reckless disregard on the part of such Trustee Indemnified Party of its obligations and duties under this Agreement or any such other agreement. Each Trustee Indemnified Party shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with any services Gold Corporation may, directly or indirectly, separately offer or provide to any Beneficial Owner. Such indemnities shall also include payment from the Trust of the reasonable costs and expenses incurred by such Trustee Indemnified Party in investigating or defending itself against any such loss, liability or expense or any claim therefor, provided that such Trustee Indemnified Party shall repay to the Trust the amount of any such reasonable costs and expenses paid by the Trust to the extent it may be ultimately determined that such Trustee Indemnified Party was not entitled to be indemnified under this Section 5.6(a) because clause (i) or clause (ii) of the first sentence of this Section 5.6(a) applied. Any amounts payable to a Trustee Indemnified Party under this Section 5.6(a) may be payable in advance or shall be secured by a lien on the Trust’s assets.

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(b)          Each Sponsor and its members, managers, directors, officers, employees, agents and affiliates (as such term is defined under the Securities Act) (each, a “Sponsor Indemnified Party”) shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under this Agreement and under each other agreement entered into by such Sponsor in furtherance of the administration of the Trust (including Authorized Participant Agreements to which the Administrative Sponsor is a party, including the Administrative Sponsor’s indemnification obligations thereunder) or any actions taken in accordance with the provisions of this Agreement, to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such Sponsor Indemnified Party in connection with the performance of its obligations under this Agreement or any such other agreement or any actions taken in accordance with the provisions of this Agreement, or any such other agreement or (ii) reckless disregard on the part of such Sponsor Indemnified Party of its obligations and duties under this Agreement, or any such other agreement. Each Sponsor Indemnified Party (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with any services Gold Corporation may, directly or indirectly, separately offer or provide to any Beneficial Owner. Such indemnities shall also include payment from the Trust of the reasonable costs and expenses incurred by such Sponsor Indemnified Party in investigating or defending itself against any such loss, liability or expense or any claim therefor, provided that such Sponsor Indemnified Party shall repay to the Trust the amount of any such reasonable costs and expenses paid by the Trust to the extent it may be ultimately determined that such Sponsor Indemnified Party was not entitled to be indemnified under this Section 5.6(b) because clause (i) or clause (ii) of the first sentence of this Section 5.6(b) applied. Any amounts payable to a Sponsor Indemnified Party under this Section 5.6(b) may be payable in advance or shall be secured by a lien on the Trust’s assets. A Sponsor may, in its discretion, undertake any action that 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 Beneficial Owners; and, in such event, the reasonable legal expenses and costs and other disbursements of any such actions shall be expenses and costs of the Trust, and such Sponsor shall be entitled to be reimbursed therefor by the Trust as provided in Section 5.8(b).

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(c)       The indemnities provided by, and the lien rights securing payments under, this Section 5.6 shall survive notwithstanding any termination of this Agreement and the Trust or the resignation or removal of the Trustee or a Sponsor.

Section 5.7     Fees, Charges and Expenses of the Trustee.

(a)       The Trustee is entitled to receive from the Custodial Sponsor fees for its ordinary services and reimbursement for its out-of-pocket expenses (but, for the avoidance of doubt, excluding amounts payable by the Trust under Sections 4.7(a)(iv), 5.7(c) and 5.12(a)), in accordance with a written agreement between the Custodial Sponsor and the Trustee. Should the Custodial Sponsor fail to pay the same, the Trustee shall be authorized to charge the same to the Trust, in an amount not exceeding the amount that could be charged to the Trust under Section 5.8(a) in respect of the Custodial Sponsor’s Fee (and the Trustee may charge the same to the Trust to such extent without regard to whether, because of the Custodial Sponsor’s default, fee waiver or other reason, the Custodial Sponsor may not then be entitled to such fee), and any subsequent amount paid to the Custodial Sponsor pursuant to Sections 4.7(d) and 5.8(a) shall be net of amounts so withheld. The Trustee’s right of reimbursement shall be secured by a lien on amounts chargeable to the Trust under Section 5.8(a), without giving effect to any fee waiver then in effect, prior to the interest of the Sponsors, the Registered Owners, the Beneficial Owners and any other Person.

(b)       The Trustee is entitled to charge, and to be reimbursed by, the Trust for all expenses and disbursements incurred by it in the performance of its duties hereunder, including the reasonable fees and disbursements of its legal counsel and expenses identified in the Custody Agreement as payable by the Trustee, other than (i) amounts specified in Section 5.7(a), (ii) expenses and disbursements incurred by it prior to the commencement of trading of Shares on the Exchange and (iii) fees of agents for performing services the Trustee is required to perform under this Agreement. The Trustee’s right of reimbursement for expenses and disbursements under this paragraph shall constitute a lien on, and the amount thereof shall be deductible against, the assets of the Trust.

(c)       Any pecuniary cost, expense or disbursement of the Trustee resulting from actions taken to protect the Trust and the rights and interests of the Registered Owners or Beneficial Owners pursuant to the terms of this Agreement, including the Trustee’s appearance in, prosecution of or defense of any action that it considers necessary or desirable to protect the Trust or the interests of the Registered Owners or Beneficial Owners, shall be expenses of the Trust and shall be deductible from, and constitute a lien on, the assets of the Trust.

(d)       Each Authorized Participant depositing gold, 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 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 Sponsors, may from time to time announce).

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Section 5.8     Charges of the Sponsors.

(a)          (i)           The Custodial Sponsor shall be entitled to receive from the Trust, chargeable as an expense of the Trust, a fee for services (the “Custodial Sponsor’s Fee”) at an annualized rate of [x.xx]% of the Trust’s Net Asset Value, accrued on a daily basis computed on the prior Business Day’s Net Asset Value and paid monthly in arrears in the manner provided in Section 4.7(d). The Custodial Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Custodial Sponsor’s Fee for such period(s) of time it specifies in a notice of such fee waiver to the Trustee. The Custodial Sponsor is under no obligation to waive any portion of its fees hereunder or reimbursements pursuant to Section 5.8(b), and any such waiver shall create no obligation to waive any such fees or reimbursements during any period not covered by the waiver. Any fee or reimbursement waiver by the Custodial Sponsor shall not operate to reduce the Custodial Sponsor’s obligations hereunder, including its obligations under Section 5.3(g).

(ii)          The Custodial Sponsor shall be responsible for the payment of any applicable fee of the Administrative Sponsor, as set forth in a separate written agreement between the Custodial Sponsor and the Administrative Sponsor.

(iii)         Gold Corporation is entitled to receive any premiums, fees and charges payable by a Beneficial Owner in consideration for separately providing services to such a Beneficial Owner, and may retain such amounts without any deduction to the Custodial Sponsor’s Fee.

(b)         A Sponsor shall be entitled to receive reimbursement from the Trust in the manner provided by Section 4.7(e) for all expenses, costs and other disbursements incurred by it under the last sentence of Section 5.6(b) or that are of the type described in Sections 4.7(a)(ii), (iii), (iv), and (vi), except that a Sponsor shall not be entitled to charge the Trust for (i) expenses and disbursements incurred by it prior to the commencement of trading of Shares on the Exchange or (ii) fees of agents for performing services the Sponsor is required to perform under this Agreement. Payment of amounts reimbursable to the Administrative Sponsor pursuant to this Section 5.8(b) shall be payable by the Custodial Sponsor, who shall be entitled to reimbursement under Section 4.7(d).

Section 5.9     Retention of Trust Documents.

The Trustee shall retain documents, records, bills and other data compiled during the term of this Agreement for the respective periods required by the laws or regulations governing the Trustee and any other applicable laws (including the federal securities laws and the Code), and is authorized to destroy any of such data at the times permitted by such laws or regulations, unless a Sponsor reasonably requests the Trustee in writing to retain any such item(s) for a longer period.

Section 5.10     Federal Securities Law Filings.

(a)          The Administrative Sponsor, in consultation with the Custodial Sponsor, shall (i) prepare and file a registration statement, including a prospectus, with the Commission (“registration statement” and “prospectus,” respectively) and take such action as is necessary from time to time to qualify the Shares for offering and sale under the federal securities laws, including the preparation and filing of amendments and supplements to the 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 the prospectus, or of any request for amending or supplementing the registration statement or prospectus, (iii) provide the Trustee from time to time with copies, including copies in electronic form, of the prospectus, as amended and supplemented if such be the case, 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. A Sponsor shall promptly notify the Trustee if any event or circumstance occurs that is known to such 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. The Trustee shall furnish to the Administrative Sponsor any information from the records of the Trust that the Administrative Sponsor reasonably requests in writing that is needed to prepare any filing or submission that the Administrative Sponsor or the Trust is required to make under the federal securities laws, and the Administrative Sponsor is entitled to rely on such information so furnished by the Trustee.

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(b)          The Administrative 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 Administrative 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 in consultation with the Custodial Sponsor and (iii) seek from the relevant securities or other regulatory authorities such relief, clarification or other action as the Administrative 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 as of the date of this Agreement, and copies thereof have been delivered to the appropriate officers of the Sponsors and the Trustee. Amendments to such initial Internal Control Over Financial Reporting may be proposed from time to time by the Administrative Sponsor, but such amendments may not be adopted in connection with the Trustee’s furnishing of information to the Administrative Sponsor for the Administrative Sponsor’s 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 Administrative Sponsor shall, if required by the federal securities laws, in any manner permitted by such laws, deliver at the time of issuance of Shares an electronic copy of the prospectus, as most recently furnished to the Trustee by the Administrative Sponsor, to each Authorized Participant.

Section 5.12     Discretionary Actions by the Trustee; Consultation.

(a)          Subject to Section 5.3(f)(i), the Trustee may, in its sole discretion, undertake any action that it considers necessary or desirable to protect the Trust or the rights and interests of the Registered Owners or the Beneficial Owners pursuant to the terms of this Agreement. Pursuant to Section 5.7(c), the expenses, costs and disbursements incurred by the Trustee in connection with taking any action under the preceding sentence (including the reasonable 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.

 34

(b)          The Trustee shall notify and consult with the Sponsors 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)          A Sponsor shall notify and consult with the Trustee and each other Sponsor before undertaking any action under the last sentence of Section 5.6(b) or if a 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 VI

AMENDMENT AND TERMINATION

Section 6.1           Amendment.

Subject to Section 4.11, the Trustee and the Sponsors may amend any provision of this Agreement without the consent of any Person, including any Registered Owner or Beneficial Owner, provided that 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 or the Beneficial Owners, will not become effective as to outstanding Shares until 30 days after notice of such amendment is given to the Registered Owners. Notwithstanding the foregoing, the Custodial Sponsor shall have the right to increase or decrease the amount of the Custodial Sponsor’s Fee (i) upon three (3) Business Days’ prior notice of the increase or decrease being posted on the website of the Trust and (ii) upon three (3) Business Days’ prior written notice of the increase or decrease being given to the Trustee. 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 Authorized Participants to Surrender Shares and receive therefor the amount of Trust Property represented thereby pursuant to Section 2.6(a), except in order to comply with mandatory provisions of applicable law.

Section 6.2           Termination.

(a)          The Trustee shall set a date on which this Agreement and the Trust 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;

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(iii)         60 days have elapsed since the Trustee notified the Sponsors of the Trustee’s election to resign or since the Sponsors removed the Trustee, 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 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;

(vi)         the Trust fails to qualify for treatment, or ceases to be treated, as a “grantor trust” for federal tax purposes, and the Trustee receives notice from the Sponsors that the Sponsors have determined that, because of that tax treatment or change in tax treatment, the termination of the Trust is advisable;

(vii)        the Trustee receives notice from the Sponsors of their joint agreement to terminate the Trust;

(viii)       60 days have elapsed since DTC or another Depository has ceased to act as depository with respect to the Shares and the Sponsors have not identified another Depository that is willing to act in such capacity;

(ix)         if the law governing the Trust limits the maximum period during which the Trust may continue, upon the expiration of 21 years after the death of the last survivor of all of the descendants of Elizabeth II, Queen of England, living on the date of this Agreement; or

(x)          as provided in Sections 6.2(c) and 6.2(d).

(b)         On and after the date of termination of this Agreement, the Trustee shall not accept any deposits of gold, 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, shall 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 to the Trustee by Authorized Participants in accordance with Section 2.6(a) (after deducting or upon payment of, in each case, the applicable transaction fee payable to 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). At any time after the expiration of 60 days following the date of termination of this Agreement, the Trustee shall sell the Trust Property then held under this Agreement pursuant to the Custodial Sponsor’s direction, or if the Custodial Sponsor fails to provide direction, as the Trustee determines, and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under this Agreement, uninvested and without liability for interest, for the pro rata benefit of the Registered Owners of Shares that had not theretofore been Surrendered. The Trustee shall have no liability for loss or depreciation resulting from any sale made pursuant to the Sponsors’ direction or otherwise made by the Trustee in good faith. After making such sale, the Trustee shall be discharged from all obligations under this Agreement, except to deliver to such Registered Owners against Surrender of Shares (and, if DTC is the Registered Owner, in accordance with its rules and procedures for such Surrender and delivery) their pro rata portion of the net proceeds and other cash (after deducting, in each case, any accrued fees and expenses, and any taxes, other governmental charges or liabilities payable by the Trust, and any expenses for the account of the Registered Owner of such Shares in accordance with the terms and conditions of this Agreement). Upon the termination of this Agreement, the Sponsors shall be discharged from all obligations under this Agreement except that their obligations to the Trustee under Section 5.7 shall survive termination of this Agreement.

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(c)         If the Administrative Sponsor fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties that by the terms of this Agreement are required to be undertaken or performed by it and such failure or incapacity is not cured within 30 days following receipt of notice from the Trustee or the Custodial Sponsor of such failure or incapacity, or if the Administrative Sponsor is adjudged bankrupt or insolvent, or a receiver of the Administrative Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Administrative Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor shall be deemed conclusively to have resigned effective immediately upon the occurrence of any of the specified events, or if the Administrative Sponsor resigns by sending notice of resignation to the Trustee without the appointment by the resigning Administrative Sponsor of a successor Administrative Sponsor qualified to assume the duties of the resigning Administrative Sponsor (which successor Administrative Sponsor is subject to the Custodial Sponsor’s prior written consent and may not be the Custodial Sponsor), the Custodial Sponsor, or in the event there is no Custodial Sponsor, the Trustee, may do any one or more of the following: (i) it may appoint a successor Administrative Sponsor to assume, with such compensation from the Trust as the Custodial Sponsor or Trustee, as applicable, may deem reasonable under the circumstances, the duties and obligations of the Administrative Sponsor hereunder by an instrument of appointment and assumption executed by the party making the appointment and accepted by the Trustee; or (ii) it may terminate and liquidate the Trust and distribute its remaining assets pursuant to this Section 6.2. Any appointment of a successor Administrative Sponsor by the resigning Administrative Sponsor or Custodial Sponsor in accordance with this paragraph (c) is subject to the prior written consent of the Trustee which may not be unreasonably withheld. Neither the Custodial Sponsor, or if applicable, the Trustee, shall have any obligation to appoint an Administrative Sponsor or to assume the duties of the Administrative Sponsor or any liability to any Person because the Trust is or is not terminated pursuant to this paragraph (c).

(d)         If the Custodial Sponsor wishes to resign as Custodial Sponsor, or otherwise fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties that by the terms of this Agreement are required to be undertaken or performed by it, including a failure to perform its functions as Custodian, and such failure or incapacity is not cured within 30 days following receipt of notice from the Administrative Sponsor of such failure or incapacity, or if the Custodial Sponsor is adjudged bankrupt or insolvent, or a receiver of the Custodial Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Custodial Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor, or in the event there is no Administrative Sponsor, the Trustee, may (i) terminate and liquidate the Trust and distribute its remaining assets pursuant to this Section 6.2; or (ii) with the prior written consent of the Custodial Sponsor, appoint a successor Custodial Sponsor and Custodian to assume, with such compensation from the Trust as the Administrative Sponsor or Trustee, as applicable, may deem reasonable under the circumstances, the duties and obligations of the Custodial Sponsor and Custodian hereunder by an instrument of appointment and assumption executed by the party making the appointment and accepted by the Trustee. Any appointment of a successor Custodial Sponsor and Custodian in accordance with this paragraph (d) is subject to the prior written consent of the Trustee which may not be unreasonably withheld. Neither the Administrative Sponsor, or if applicable, the Trustee, shall have any obligation to appoint a Custodial Sponsor or to assume the duties of the Custodial Sponsor or any liability to any person because the Trust is or is not terminated pursuant to this paragraph (d). If there is any change in the identity of the Custodial Sponsor and Custodian, the Trustee and the Administrative Sponsor shall execute such documents and shall take such actions as the new Custodial Sponsor and Custodian and the outgoing Custodial Sponsor and Custodian may reasonably require for the purpose of vesting in the new Custodial Sponsor and Custodian the rights and obligations of the outgoing Custodial Sponsor and Custodian, and releasing the outgoing Custodial Sponsor and Custodian from its future obligations under this Agreement.

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ARTICLE VII

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.

Section 7.2           Third-Party Beneficiaries.

This Agreement is for the exclusive benefit of the parties hereto, any Sponsor Indemnified Party, any Trustee Indemnified Party, the Registered Owners and the Beneficial Owners 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 is or becomes 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           Certain Matters Relating to Beneficial Owners.

(a)         By the purchase and acceptance or other lawful delivery and acceptance of Shares, each Beneficial Owner thereof shall be deemed to be a beneficiary of the Trust created by this Agreement and vested with beneficial undivided interest in the Trust to the extent of the Shares owned beneficially by such Beneficial Owner, subject to the terms and conditions of this Agreement. Upon issuance as provided herein, Shares shall be fully paid and non-assessable.

 38

(b)         Subject to and in accordance with Section 2.6, Shares may at any time prior to the date specified by the Trustee in connection with the termination of the Trust be tendered to the Trustee for redemption.

(c)         The death or incapacity of any Beneficial Owner shall not operate to terminate this Agreement or the Trust, nor entitle such Beneficial Owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Each Beneficial Owner expressly waives any right such Beneficial Owner may have under any rule of law, or the provisions of any statute, or otherwise, to require the Trustee at any time to account, in any manner other than as expressly provided in the Agreement, in respect of the Trust Property from time to time received, held and applied by the Trustee hereunder.

(d)         Except in connection with Sections 5.4(c)(ii) or 6.2(a)(ii), no Beneficial Owner shall have any right to vote or in any manner otherwise to control the operation or management of the Trust or the obligations of the parties hereto. Nothing set forth in this Agreement shall be construed so as to constitute the Beneficial Owners from time to time as partners or members of an association; nor shall any Beneficial Owner ever be liable to any third Person by reason of any action taken by the parties to this Agreement or for any other cause whatsoever.

(e)         The rights of Beneficial Owners must be exercised by DTC Participants or participants of any successor Depository acting on their behalf in accordance with its rules and procedures.

Section 7.5           Notices.

(a)         All notices given under this Agreement must be in writing.

(b)         Any notice to be given to the Trustee or a 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 an email or 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:

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
Email: etfservicescom@bnymellon.com

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

To the Custodial Sponsor:

GOLD CORPORATION
Attn: Treasurer 

310 Hay Street 

East Perth, WA 6004

Australia

Telephone: +61 8 9421 7615
Facsimile: +61 8 9221 7074
E-Mail: AAAU@Perthmint.com

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

To the Administrative Sponsor:

EXCHANGE TRADED CONCEPTS LLC 

10900 Hefner Pointe Drive 

Suite 207

Oklahoma City, Oklahoma 73120

Telephone: 1-405-778-8377
Facsimile: 1-405-778-8375
E-Mail: garrett@exchangetradedconcepts.com

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

(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 email or 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, provided that, if the Registered Owner is DTC, notices may be given to the Registered Owner in any manner consistent with the rules of DTC as they may exist from time to time. Notices to Beneficial Owners shall be delivered to Authorized Participants and DTC Participants designated by DTC or any successor Depository.

Section 7.6           Submission to Jurisdiction; Agent for Service.

Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Registered Owner and Beneficial Owner by the acceptance of a Share irrevocably consents to the jurisdiction of the courts of the State of New York, and of any federal court located in the Borough of Manhattan in the City of New York in such State, in connection with any action, suit or other proceeding arising out of or relating to the Shares, the Trust Property or this Agreement or any action taken or omitted under this Agreement and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such Person at such Person’s address last specified for purposes of notices hereunder. Additionally, each Sponsor hereby (i) irrevocably designates and appoints National Register Agents, Inc., located at 1660 Walt Whitman Road, Suite 140, Melville, NY 11747, as such Sponsor’s authorized agent upon which process may be served in any such suit or other proceeding and (ii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon such Sponsor in any such action, suit or other proceeding. Each Sponsor shall deliver to the Trustee, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. Each Sponsor further shall take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force.

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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.

[Signature Page Follows]

 41

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

GOLD CORPORATION,

as Custodial Sponsor

By:

Name:

Title:

EXCHANGE TRADED CONCEPTS, LLC,

as Administrative Sponsor

By:

Name:

Title:

THE BANK OF NEW YORK MELLON,

as Trustee

By:

Name:

Title:

[Signature Page to Perth Mint Physical Gold ETF Trust Agreement]

 42

EXHIBIT A

FORM OF CERTIFICATE

THE SHARES EVIDENCED HEREBY REPRESENT RIGHTS WITH RESPECT TO UNDERLYING TRUST PROPERTY (AS DEFINED IN THE DEPOSITORY 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, ANY 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, EXCEPT THAT, FOR SO LONG AS IT IS IN EFFECT, THE GOVERNMENT GUARANTEE (AS DEFINED IN THE DEPOSITORY TRUST AGREEMENT REFERRED TO HEREIN) APPLIES TO ANY GOLD (AS DEFINED IN THE DEPOSITORY TRUST AGREEMENT REFERRED TO HEREIN) FORMING ANY PART OF THE UNDERLYING TRUST PROPERTY AND TO ANY PHYSICAL GOLD (AS DEFINED IN THE DEPOSITORY TRUST AGREEMENT REFERRED TO HEREIN) YET TO BE DELIVERED BY THE CUSTODIAN (AS DEFINED IN THE DEPOSITORY TRUST AGREEMENT REFERRED TO HEREIN) TO ANY PERSON (AS DEFINED IN THE DEPOSITORY TRUST AGREEMENT REFERRED TO HEREIN) IN ACCORDANCE WITH THE DEPOSITORY TRUST AGREEMENT REFERRED TO HEREIN.

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.

A-1 

____________________________________ SHARES

ISSUED BY

PERTH MINT PHYSICAL GOLD ETF

REPRESENTING

FRACTIONAL INTERESTS IN DEPOSITED GOLD

AND ANY OTHER TRUST PROPERTY

THE BANK OF NEW YORK MELLON, as Trustee

No. * Shares

CUSIP:__________

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 PERTH MINT PHYSICAL GOLD ETF, 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 Agreement, each 50,000 Shares represented an interest in 500 Fine Ounces that are deposited under the Agreement and held by the Custodian referred to in the Agreement. 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 225 Liberty Street, New York, New York 10281.

This Certificate is issued upon the terms and conditions set forth in the Depository Trust Agreement dated as of ____________, 2018 (the “Agreement”) between Gold Corporation (the “Custodial Sponsor”), Exchange Traded Concepts, LLC (the “Administrative Sponsor”, and collectively, with the Custodial Sponsor, the “Sponsors”), and the Trustee. By becoming a Registered Owner or Beneficial Owner, or by depositing gold, a Person is bound by all the terms and conditions of the Agreement. The Agreement sets forth the rights of Authorized Participants and Registered Owners and the rights and duties of the Trustee and each 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 this reference into and made a part of this Certificate as if set forth in full in this place. Capitalized terms not defined herein and the term “gold” 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. 

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

A-2 

Dated:	THE BANK OF NEW YORK MELLON, as Trustee
	By:

A-3 

THE TRUSTEE’S CORPORATE TRUST OFFICE ADDRESS IS
2 HANSON PLACE, 9TH FLOOR, BROOKLYN, NEW YORK 11217 

A-4 

EXHIBIT B

[Trust Allocated Metal Account Agreement to be inserted.] 

B-1 

EXHIBIT C

[Trust Unallocated Metal Account Agreement to be inserted. 

C-1 

EX-16.4.2

AUTHORIZED PARTICIPANT AGREEMENT

AUTHORIZED PARTICIPANT AGREEMENT (this “Agreement”) dated as of [DATE] among (i) [AUTHORIZED PARTICIPANT], a [company] organized under the laws of [JURISDICTION OF AP] (the “Authorized Participant”), (ii) The Bank of New York Mellon, a New York banking corporation acting in its capacity as trustee (in such capacity, the “Trustee”) of the Perth Mint Physical Gold ETF (the “Trust”), created under New York law pursuant to a Depository Trust Agreement among (a) the Trustee, (b) Gold Corporation, in its capacity as the custodial sponsor of the Trust (the “Custodial Sponsor”), and (c) Exchange Traded Concepts LLC, in its capacity as administrative sponsor of the Trust (in such capacity, the “Administrative Sponsor”), dated [●], 2018, as it may be amended from time to time (the “Trust Agreement”), and (iii) the Administrative Sponsor.

R E C I T A L S

A.  Pursuant to the provisions of the Trust Agreement, the Trust may from time to time issue or redeem equity securities representing an interest in the assets of the Trust (“Shares”), in each case only in aggregate amounts of 50,000 Shares (such aggregate amount, a “Basket”), and integral multiples thereof, and only in transactions with a party who, at the time of the transaction, shall have signed and entered into an effective Authorized Participant Agreement with the Administrative Sponsor and the Trustee.

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

C.  Pursuant to the provisions of the Trust Agreement, the Administrative Sponsor has consulted with the Custodial Sponsor prior to finalizing the terms of this Authorized Participant Agreement.

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

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

Section 2.            Incorporation of Standard Terms. The Standard Terms for Authorized Participant Agreements (the “Standard Terms”) attached hereto as Schedule 2 are hereby incorporated by reference into, and made a part of, this Agreement.

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

Section 4.           Authorized Representatives. Pursuant to Section 2.01 of the Standard Terms, attached hereto as Schedule 2-A is a certificate listing the Authorized Representatives of the Authorized Participant.

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

(a)       To ensure that any Delivery of Gold to the Custodian, or any withdrawal of Gold from the Trust, made in connection with a Purchase Order or Redemption Order placed by the Authorized Participant will take place by (i) directly debiting from or crediting to the AP Account (when maintained by Gold Corporation) or (ii) debiting from or crediting to the AP Account indirectly through the use of the GC Metal Account, all in accordance with the terms of the Trust Agreement.

(b)       Promptly upon written demand therefor, to reimburse the Trust, the Administrative Sponsor, the Trustee or the Custodian the amount of any taxes (including, without limitation, value added taxes) or governmental charges, and any applicable penalties, assessments to tax or interest thereon, that may be imposed on the Trust, the Administrative Sponsor, the Trustee or the Custodian in connection with (i) any Delivery of Gold by or on behalf of the Authorized Participant to the Custodian (in the case of a Purchase Order placed by the Authorized Participant), or (ii) any Delivery of Gold to or for the account of the Authorized Participant (in the case of a Redemption Order placed by the Authorized Participant).

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

(i) If to the Trustee  

The Bank of New York Mellon

2 Hanson Place – Floor 9th

Brooklyn, NY 11217

Attn: ETF Services, Brooklyn

Telephone: (718) 315-5013  

Facsimile: (718) 315-4850

E-Mail: etfservicescom@bnymellon.com  

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(ii) If to the Administrative Sponsor:

Exchange Traded Concepts, LLC
10900 Hefner Pointe Drive, Suite 207
Oklahoma City, Oklahoma 73120

Telephone: (405) 778-8377

E-Mail: garrett@exchangetradedconcepts.com  

(iii) If to the Authorized Participant:

[AUTHORIZED PARTICIPANT]

Attn:   [AP’S ADDRESS]

Telephone:  

Facsimile:

E-Mail:

(iv) If to the Custodial Sponsor (solely for the purpose of receiving notices related to its services under the Trust Agreement, as it is not a party hereto):

Gold Corporation

Attn: Treasurer

300 Hay Street, East Perth WA 6004

Australia

Telephone: +61 8 9421 7615

Facsimile: +61 8 9221 7074

E-Mail: AAAU@perthmint.com.au  

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

Section 7.            Effectiveness, Termination and Amendment.

(a)       This Agreement shall become effective upon execution and delivery by each of the parties hereto. This Agreement may be terminated at any time by any party upon sixty (60) days prior written notice to the other parties and may be terminated earlier by the Trustee or the Administrative Sponsor at any time in the event of a breach by the Authorized Participant of any provision of this Agreement (including, without limitation, the Standard Terms incorporated by Section 2 hereof) or the Procedures. For the avoidance of doubt, the Authorized Participant’s authority to place Purchase Orders and Redemption Orders is terminated as of the Order Cutoff Time on the date of termination. The termination of the Agreement does not affect any accrued rights, indemnities, existing commitments or any contractual provision intended to survive termination. 

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(b)       This Agreement, along with the Standard Terms and Procedures, may be amended or modified by the Trustee and the Administrative Sponsor from time to time without the consent of the Authorized Participant or any Registered Owner or Beneficial Owner by the following procedure: the Trustee or the Administrative Sponsor will mail a copy of the amendment or modification to the Authorized Participant in compliance with the notice provisions of this Agreement; if the Authorized Participant does not object in writing to the amendment or modification within fifteen (15) Business Days after receipt of the proposed amendment or modification, the amendment or modification will become part of this Agreement, the Standard Terms or the Procedures, as the case may be, in accordance with its terms.

Section 8.           Governing Law. This Agreement and all the transactions hereunder shall be governed by and interpreted in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York conflict law principles) as to all matters, including, without limitation, matters of validity, construction, effect, performance and remedies. The parties irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City over any suit, action or proceeding arising out of, or relating to, this Agreement and waive any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such party at such party’s address for purposes of notices hereunder. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT. This Section 8 shall survive termination of this Agreement.

Section 9.           Assignment. No party to this Agreement shall assign any rights, or delegate the performance of any obligations, arising hereunder without the prior written consent of the other parties hereto, which shall not be unreasonably withheld; provided that any entity into which a party hereto may be merged or converted, or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which a party hereunder shall be a party, shall be the successor of such party hereunder without further action. The party resulting from any such merger, conversion, consolidation or succession shall promptly notify the other parties hereto of the change. Any purported assignment or delegation in violation of this Section 9 shall be null and void. Notwithstanding the foregoing, any successor Trustee appointed in compliance with the Trust Agreement shall automatically become a party hereto and shall assume all the obligations of, and be entitled to all the rights and remedies of, the Trustee hereunder with respect to the Trust.

Section 10.         Severance. If any provision of this Agreement is held by any court or any act, regulation, rule or decision of any other governmental or supranational body or authority or regulatory or self-regulatory organization to be invalid, illegal or unenforceable for any reason, it shall be invalid, illegal or unenforceable only to the extent so held and shall not affect the validity, legality or enforceability of the other provisions of this Agreement. 

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Section 11.          No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

Section 12.          Supersedes Prior Agreements. Except as otherwise provided in this Agreement, this Agreement, along with any other agreement or instrument delivered pursuant to this Agreement, supersedes any prior agreement between or among the parties concerning the matters governed hereby.

Section 13.          Titles and Section Headings. Titles and section headings in this Agreement (and in the Standard Terms incorporated by Section 2 hereof and the Procedures) are included solely for convenient reference and are not a part of this Agreement.

Section 14.         Counterparts; Signatures. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Facsimile or PDF or similar format signatures shall be acceptable and binding.

[Signatures Follow on Next Page]

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

THE BANK OF NEW YORK MELLON, in its capacity as 

Trustee of the Perth Mint Physical Gold ETF

By:

Name:

Title:

Date:

EXCHANGE TRADED CONCEPTS LLC, in its capacity as 

Administrative Sponsor of the Perth Mint Physical Gold ETF 

By:

Name:

Title:

Date:

[AUTHORIZED PARTICIPANT]

By:

Name:

Title:

Date:

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SCHEDULE 1 - CREATION AND REDEMPTION PROCEDURES

TABLE OF CONTENTS - SCHEDULE 1

			Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	Section 1.01	Definitions	1
	Section 1.02	Interpretation	5
ARTICLE II CREATION PROCEDURES
	Section 2.01	Initial Creation of Shares	5
	Section 2.02	Subsequent Creation of Shares	5
ARTICLE III REDEMPTION PROCEDURES
	Section 3.01	Redemption of Shares	8
ANNEX I TO CREATION AND REDEMPTION PROCEDURES
	Creation/Redemption Order Form		A-1
ANNEX II TO CREATION AND REDEMPTION PROCEDURES
	Order Entry System Terms and Conditions		AII-1

CREATION AND REDEMPTION PROCEDURES

Adopted by the Sponsors and Trustee (each as defined below) as of [●], 2018

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

“Administrative Sponsor” shall mean Exchange Traded Concepts LLC, acting as administrative sponsor of the Trust, or its successor.

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

“AP Account” means a Gold account maintained for the Authorized Participant on an Unallocated Basis by the Custodian or a LBMA Gold clearing bank approved by the Custodian.

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

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

“Authorized Participant Agreement” shall mean each Authorized Participant Agreement among the Authorized Participant, the Trustee and the Administrative Sponsor authorizing the Authorized Participant to submit Purchase Orders and Redemption Orders and into which these Procedures are attached as Schedule 1 thereto, and the Standard Terms, attached as Schedule 2 thereto, shall have been incorporated by reference.

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

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

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

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

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

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

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

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

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

“Custodial Sponsor” means Gold Corporation acting as custodial sponsor of the Trust, or its successor.

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

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

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

“Depositor” shall mean 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.

“Deposit Property” means property which, in compliance with the provisions of the Trust Agreement, must be transferred by the Authorized Participant to the Trust, either directly through the AP Account (when maintained by Gold Corporation) or indirectly through the AP Account via the GC Metal Account, in exchange for the Trust’s Shares.

“Dollars” or “$” (or dollars) refers to United States Dollars, unless otherwise indicated.

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

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

“FINRA” means the Financial Industry Regulatory Authority.

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

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“GC Metal Account” means one or more Gold accounts of which Gold Corporation, in its individual capacity, is the registered owner maintained with one or more other LBMA Gold clearing members on an Unallocated Basis in such location or locations as Gold Corporation may determine and used by Gold Corporation exclusively for transfers of Gold to and from the Trust in connection with the creation and redemption of Baskets.

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

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

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

“LBMA” shall mean the London Bullion Market Association or its successor.

“London Good Delivery Standards” shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreement.

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

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

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

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

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

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

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

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

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

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

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

“Sponsors” means the Custodial Sponsor and the Administrative Sponsor.

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

“Standard Terms” shall have the meaning ascribed to the term in Section 2 of the Authorized Participant Agreement.

“Transaction Fee” means a fee of $500 to be paid by the Authorized Participant to the Trustee for each Purchase Order or Redemption Order. The fee may be changed by the Trustee with the prior written consent of the Sponsors.

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

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

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

“Trust Allocated Metal Account” shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreement.

“Trust Documents” shall have the meaning ascribed to the term in Section 6.01.a of the Standard Terms.

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

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

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

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Section 1.02.       Interpretation. In these Procedures:

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

To the extent that term(s) defined in Section 1.01 apply before the Trust has commenced operations, such term(s) shall not be operative and any provisions relating to the Trust and its Shares contained in the Authorized Participant Agreement shall have no effect until the Trust commences operations and its Trust Agreement and Custody Agreement have been executed and delivered whereupon such terms and provisions shall become automatically operative and effective without any further action by the parties to the Authorized Participant Agreement.

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

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

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

ARTICLE II

CREATION PROCEDURES

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

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

a.       Authorized Participants wishing to acquire from the Trustee one or more Baskets shall place a Purchase Order with the Trustee prior to the Order Cutoff Time on any Business Day. Purchase Orders received by the Trustee on or after the Order Cutoff Time on a Business Day shall be cancelled.

b.       For purposes of Section 2.02a. above, a Purchase Order shall be deemed “received” by the Trustee only when either of the following has occurred prior to the Order Cutoff Time:

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

(ii) Web-based Order – An Authorized Representative shall have accessed the Trustee’s online services (https://connect.bnymellon.com), the use of which is subject to the terms and conditions of the Order Entry System Terms and Conditions set forth on Annex II to these Procedures, and placed a Purchase Order.

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

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

d.       As soon as reasonably practicable following receipt of a properly completed Purchase Order but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or email message, a copy of the corresponding Purchase Order endorsed “Accepted” by the Trustee and indicating the Basket Gold Amount that the Authorized Participant shall Deliver to the Custodian in respect of each Basket. Prior to the transmission of the Trustee’s acceptance as specified above, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit Gold in exchange for Baskets and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Purchase Order will be a binding agreement among the Trust and the Authorized Participant for the creation and purchase of Baskets and the deposit of Gold pursuant to the terms of the Purchase Order and these Procedures. If a Purchase Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or email message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Purchase Order, a copy of the corresponding Purchase Order endorsed “Declined” by the Trustee. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms, currently within fifteen (15) minutes of such contact with the Authorized Participant, provided that the corrected Purchase Order must be received by the Trustee prior to the Order Cutoff Time.

e.       Each Purchase Order shall settle on the second Business Day (T+2) following the Order Date. The Basket Gold Amount corresponding to each Basket must be deposited in the Trust Unallocated Metal Account no later than 8:00 a.m. (London time) (usually 3:00 pm (Perth time) on the second Business Day following the Order Date, such deposit being made either directly from the AP Account (when maintained by Gold Corporation) or indirectly from the AP Account through the GC Metal Account. The Authorized Participant shall bear all risk of any loss until the Gold is credited to the Trust Unallocated Metal Account. The Custodian shall transfer any Gold received in the Trust Unallocated Metal Account (either directly from the AP Account (when maintained by Gold Corporation) or indirectly from the AP Account through the GC Metal Account) to the Trust Allocated Metal Account, with such Gold being allocated to the Trust Allocated Metal Account no later than the second Business Day following the Order Date. 

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f.       By 10:00 am (New York time) on the second Business Day following the Order Date, the Custodian shall advise the Trustee in writing with respect to each Purchase Order of (i) the deposits which have been made to the Trust Unallocated Metal Account and (ii) any deposits which should have been made to the Trust Unallocated Metal Account but which have not been received.

g.      On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee, the Custodian and the Authorized Participant may mutually agree, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 10:00 a.m. (New York time) on the date such issuance and Delivery is to take place:

(i) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Gold has been deposited in the Trust Unallocated Metal Account in compliance with the provisions of Section 2.02e. above,

(ii) the Custodian shall have reported in writing to the Trustee that the corresponding required amount of Gold has been allocated to the Trust Allocated Metal Account and the Custodian is holding that Gold for the account of the Trust, and

(iii) The Trustee shall have received the applicable Transaction Fee from the Authorized Participant, and the Authorized Participant shall have paid or agreed to pay, or reimbursed or agreed to reimburse, the Custodian, the Trustee and the Trust the amount of any and all taxes, governmental charges and fees payable in connection with such deposit, the transfer of Gold and the issuance and Delivery of Shares.

h.       In all other cases, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order on the Business Day following the date on which all of the conditions set forth in clauses (i), (ii) and (iii) of Section 2.02g. above shall have been met. In the event that, by 10:00 a.m. (New York time) on the second Business Day following the Order Date of a Purchase Order, the Custodian has advised the Trustee pursuant to Section 2.02f. above that the Trust Unallocated Metal Account has not been credited with the required amount of Gold in compliance with the provisions of Section 2.02e. above, the Trustee shall, by the Trustee’s close of business (New York time), send to the Authorized Participant and the Custodian via fax or email message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee shall, unless the Administrative Sponsor shall otherwise direct, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all damages, losses, costs and expenses incurred by the Trust, the Sponsors, the Trustee or the Custodian related to the cancelled Order. 

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

j.       Except as provided in Sections 2.02d., 2.02f., 2.02h. and the Standard Terms, none of the Trustee, a Sponsor or the Custodian are under any duty to give notification of any defects or irregularities in any Purchase Order or the Delivery of the Basket Gold Amount, and shall not incur any liability for the failure to give any such notification.

k.      The Creation of Shares may be suspended or rejected under the circumstances specified in the Trust Agreement, these Procedures or the Standard Terms.

ARTICLE III

REDEMPTION PROCEDURES

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

a.         Authorized Participants wishing to redeem one or more Baskets shall place a Redemption Order with the Trustee prior to the Order Cutoff Time on any Business Day. Redemption Orders received by the Trustee on or after the Order Cutoff Time on any Business Day shall be cancelled.

b.         For purposes of Section 3.01a. above, a Redemption Order shall be deemed “received” by the Trustee only when either of the following has occurred prior to the Order Cutoff Time:

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

(ii) Web-based Order – An Authorized Representative shall have accessed the Trustee’s online services (https://connect.bnymellon.com), the use of which is subject to the terms and conditions of the Order Entry System Terms and Conditions set forth on Annex II to these Procedures, and placed a Redemption Order. 

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

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

c.       Upon receipt of a properly completed Redemption Order, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or email message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Redemption Order a copy of the corresponding Redemption Order endorsed “Accepted” by the Trustee and indicating the Basket Gold Amount that the Custodian shall Deliver to the Authorized Participant in respect of each Basket being redeemed. Prior to the transmission of the Trustee’s acceptance as specified above, a Redemption Order will only represent the Authorized Participant’s unilateral offer to deposit Baskets in exchange for a Delivery of Gold and will have no binding effect upon the Trust or any other party. Following the transmission of the Trustee’s acceptance as specified above, a Redemption Order will be a binding agreement among the Trust and the Authorized Participant for the redemption of Baskets and the Delivery of Gold pursuant to the terms of the Redemption Order and these Procedures. If a Redemption Order is rejected, the Trustee shall send to the Authorized Participant (with copy to the Custodian), via facsimile or email message, as soon as reasonably practicable, but not later than 5:30 p.m. (New York time) on the Order Date for such Redemption Order, a copy of the corresponding Redemption Order endorsed “Declined” by the Trustee. The preceding sentence notwithstanding, Redemption Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Redemption Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Redemption Order within the time period specified in Section 1.09 of the Standard Terms, currently within fifteen (15) minutes of such contact with the Authorized Participant, provided that the corrected Redemption Order must be received by the Trustee prior to the Order Cutoff Time.

d.       The Trustee shall, by 9:30 a.m. New York time on the second Business Day following the Order Date of a Redemption Order, confirm in writing to the Custodian whether each of the following has occurred:

(i) the Authorized Participant has Delivered by 9:00 a.m. New York time on the second Business Day following the Order Date to the Trustee’s account at DTC the total number of Shares to be redeemed by such Authorized Participant pursuant to such Redemption Order; and

(ii) the Trustee shall have received the applicable Transaction Fee from the Authorized Participant, and the Authorized Participant shall have paid or agreed to pay, or reimbursed or agreed to reimburse, the Custodian, the Trustee and the Trust the amount of any and all taxes, governmental charges and fees payable in connection with the transfer of Gold and the Delivery of Shares, as well as any expense associated with the Delivery of Gold other than by credit to an account of the Authorized Participant maintained on an Unallocated Basis by the Custodian or a LBMA Gold clearing bank approved by the Custodian.

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Upon the Delivery of the total number of Shares to be redeemed to the Trustee’s account at DTC and the satisfaction of the conditions set forth in clause (ii) of Section 3.01d, the Trustee shall cancel such Shares in accordance with its usual practice. Provided that the Custodian has received written confirmation from the Trustee that the conditions set forth in clauses (i) and (ii) of Section 3.01d. above have been satisfied, the Custodian shall, by 10:00 a.m. London time (usually 5:00 a.m. New York time) on the third Business Day following the Order Date or, if agreed to between the Authorized Participant and the Custodian with respect to a specific Redemption Order in accordance with Section 1.10 of the Standard Terms of the Authorized Participant Agreement, by 4:00 p.m. London time (usually 11:00 a.m. New York time) on the second Business Day following the Order Date, Deliver, as applicable to the specific Redemption Order, unallocated Gold in the amounts specified in the communication sent in compliance with Section 3.01c. above, to the account indicated by the redeeming Authorized Participant in its Redemption Order (which shall be either the AP Account (when maintained by Gold Corporation), in which case the transfer will be made from the Trust Unallocated Metal Account directly to the AP Account, or the AP Account (when maintained with a LBMA Gold clearing bank), in which case the transfer will be made from the Trust Unallocated Metal Account directly to the GC Metal Account for further transfer by Gold Corporation to the AP Account). Having made such Delivery, the Custodian shall send written confirmation thereof to the Trustee. The Authorized Participant shall bear all risk of any loss from the time the Gold is transferred from the Trust Unallocated Metal Account to the AP Account (when maintained by Gold Corporation) or the GC Metal Account, except to the extent that Gold held by the Authorized Participant in the AP Account (when maintained by Gold Corporation) or the GC Metal Account is subject to the Government Guarantee.

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

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

g.       In the event that, by 9:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order, the Trustee’s account at DTC shall not have been credited with the total number of Shares corresponding to the total number of Baskets to be redeemed pursuant to such Redemption Order, the Trustee shall send to the Authorized Participant and the Custodian via fax or email message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee (in consultation with the Administrative Sponsor) will cancel such Redemption Order and will send via fax or email message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all damages, losses, costs and expenses incurred by the Trust, the Sponsors, the Trustee or the Custodian related to the cancelled Order.

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h.      The redemption of Shares may be suspended or rejected under the circumstances specified in the Trust Agreement, these Procedures or the Standard Terms.

i.       Except as provided in Sections 3.01c., 3.01g. and the Standard Terms, none of the Trustee, the Administrative Sponsor or the Custodian are under any duty to give notification of any defects or irregularities in any Redemption Order or the Delivery of the Shares, and shall not incur any liability for the failure to give any such notification.

[Signatures Follow on Next Page]

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

THE BANK OF NEW YORK MELLON, in its capacity as 

Trustee of the Perth Mint Physical Gold ETF

By:

Name:

Title:

EXCHANGE TRADED CONCEPTS LLC, in its capacity as 

Administrative Sponsor of the Perth Mint Physical Gold ETF

By:

Name:

Title:

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ANNEX I TO CREATION AND REDEMPTION PROCEDURES

THE BANK OF NEW YORK MELLON, TRUSTEE
CREATION/REDEMPTION ORDER FORM
UNALLOCATED ORDERS ONLY

CONTACT INFORMATION FOR ORDER EXECUTION:
Telephone order number:	(___) ___-____
Fax order number:	(___) ___-____
Email address	bnymetforderdesk@bnymellon.com______

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

I. TO BE COMPLETED BY PARTICIPANT:

Name of Trust:

Date: Time:

Authorized Participant Firm Name:

Fax Number: DTC Participant Number:

Telephone Number: Broker:

Email Address: Symbol:

Type of order (Check Creation or Redemption please)

Creation: Redemption:

# of Baskets:	Number of Baskets written out:
(50,000 shares per Basket)

Order #

Please indicate Gold clearing agent:

[   ] Perth Mint  (for Perth Mint accounts only)  [   ] Other (please specify clearing agent): ______

A-1 

Account number for Gold delivery: ________________________________________

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

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

Authorized Representative’s Signature Date

II. TO BE COMPLETED BY TRUSTEE:

This certifies that the above order has been:

_____________Accepted by the Trustee

_____________Declined

Final # of Fine Ounces: Final # of Shares:

Final Cash Due to BNYM________________________

Date Time Authorized Signature of Trustee

ANNEX II TO CREATION AND REDEMPTION PROCEDURES

ORDER ENTRY SYSTEM TERMS AND CONDITIONS

This Annex II shall govern use by Authorized Participant of the electronic order entry system for placing Purchase Orders and Redemption Orders for Shares (the “System”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Schedule 1 of the Authorized Participant Agreement. In the event of any conflict between the terms of this Annex II and Section 1 of the Authorized Participant Agreement with respect to the placing of Purchase Orders and Redemption Orders, the terms of this Annex II shall control.

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

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

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

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

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

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

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

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

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

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

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

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SCHEDULE 2

STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS

				Page
ARTICLE I		ORDERS FOR PURCHASE AND REDEMPTION		1
	Section 1.01.		Authorization to Purchase and Redeem Baskets	1
	Section 1.02.		Procedures for Orders	1
	Section 1.03.		Consent to Recording	1
	Section 1.04.		Irrevocability	1
	Section 1.05.		Costs and Expenses	2
	Section 1.06.		Delivery of Property to the Trust and Shares Surrendered for Redemption	2
	Section 1.07.		Title to Deposit Property and Shares Surrendered for Redemption	2
	Section 1.08.		Certain Payments or Distributions	3
	Section 1.09.		Ambiguous Instructions	4
ARTICLE II		AUTHORIZED REPRESENTATIVES		4
	Section 2.01.		Certification	4
	Section 2.02.		PIN Numbers	5
	Section 2.03.		Termination of Authority	5
	Section 2.04.		Verification	5
ARTICLE III		STATUS OF THE AUTHORIZED PARTICIPANT		5
	Section 3.01.		Clearing Status	5
	Section 3.02.		Broker-Dealer Status	6
	Section 3.03.		Foreign Status	6
	Section 3.04.		Compliance with Certain Laws	6
	Section 3.05.		Authorized Participant Status	6
ARTICLE IV		ROLE OF AUTHORIZED PARTICIPANT		7
	Section 4.01.		No Agency	7
	Section 4.02.		Rights and Obligations of DTC Participant	7
	Section 4.03.		Beneficial Owner Communications	7
	Section 4.04.		Authorized Participant Customer Information	7
ARTICLE V		MARKETING MATERIALS AND REPRESENTATIONS AND WARRANTIES		8
	Section 5.01.		Authorized Participant’s Representation	8
	Section 5.02.		Prospectus	8
	Section 5.03.		Use of Name	9
ARTICLE VI		INDEMNIFICATION; LIMITATION OF LIABILITY		9
	Section 6.01.		Indemnification	9

ARTICLE VII		MISCELLANEOUS		12
	Section 7.01.		Commencement of Trading	12
	Section 7.02.		Defined Terms	12
	Section 7.03.		Third Party Beneficiaries	12

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STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS (the “Standard Terms”) agreed to as of [●], 2018 by and between The Bank of New York Mellon, a New York banking corporation, as trustee for the Perth Mint Physical Gold ETF (the “Trustee”), and Exchange Traded Concepts LLC, an Oklahoma limited liability company, as administrative sponsor for the Perth Mint Physical Gold ETF (the “Administrative Sponsor”).

ARTICLE I

ORDERS FOR PURCHASE AND REDEMPTION

Section 1.01.     Authorization to Purchase and Redeem Baskets. Subject to the provisions of the Authorized Participant Agreement, during the term of the Authorized Participant Agreement the Authorized Participant will be authorized to purchase and redeem Baskets in compliance with the provisions of the Trust Agreement, the Procedures and these Standard Terms.

Section 1.02.     Procedures for Orders. Each party hereto agrees to comply with the provisions of the Trust Agreement, the Procedures and these Standard Terms to the extent applicable to it.

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

Section 1.04.     Irrevocability. The Authorized Participant agrees that delivery to the Trustee of an Order shall be irrevocable; provided that the Trustee will reject any Order that is not properly completed. In the event that the purchase or redemption of Baskets is suspended by the Trustee or a Sponsor and such suspension affects any Order submitted by the Authorized Participant, the Trustee or Administrative Sponsor, as applicable, will promptly notify the Authorized Participant of such suspension. In such case, the Administrative Sponsor agrees to undertake commercially reasonable efforts to accommodate any request by the Authorized Participant to cancel a previously placed Order, but neither the Trustee nor a Sponsor shall have any liability for the Trust’s inability to accommodate such a request.

Section 1.05.     Costs and Expenses. The Authorized Participant shall be responsible for the expenses and costs incurred by the Trust that can be directly attributable to Orders submitted by the Authorized Participant other than ordinary course expenses and costs which are reimbursed through payment of the fee contemplated in the Procedures. The Trustee or the Administrative Sponsor shall provide the Authorized Participant with reasonably detailed information relating to such expenses and costs upon request by the Authorized Participant.

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

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

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

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

Section 1.08.     Certain Payments or Distributions.

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

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

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Section 1.09.    Ambiguous Instructions. In the event that a Purchase Order or Redemption Order otherwise in good form contains terms that differ from the information provided in the related telephone call or email transmission, the Trustee will attempt to contact the Authorized Participant to request confirmation of the terms of the Order at the telephone number indicated in the Purchase Order or Redemption Order. If an Authorized Representative (as defined below) confirms the terms as they appear in the Purchase Order or Redemption Order, and it is accepted by the Trustee, then the Order will be processed. If an Authorized Representative contradicts the terms of the Purchase Order or Redemption Order, the Order will be deemed invalid, and a corrected Purchase Order or Redemption Order must be received by the Trustee within fifteen (15) minutes of such contact with the Authorized Representative, provided that the corrected Purchase Order or Redemption Order must be received by the Trustee prior to the Order Cutoff Time. For the avoidance of doubt, notwithstanding the invalidation of the initial Purchase Order or Redemption Order pursuant to this paragraph, a Purchase Order or Redemption Order that is otherwise in proper form shall be deemed submitted at the time of its initial submission for purposes of determining when orders are deemed “received.” If the Trustee is not able to contact an Authorized Representative, then the Purchase Order or Redemption Order shall be accepted and processed in accordance with its terms notwithstanding any inconsistency from the terms of the telephone or email information. In the event that a Purchase Order or Redemption Order contains terms that are illegible, the submission will be deemed invalid and the Trustee will attempt to contact the Authorized Participant to request retransmission. A corrected Purchase Order or Redemption Order must be received by the Trustee within fifteen (15) minutes of such contact with the Authorized Participant, provided that the corrected Purchase Order or Redemption Order must be received by the Trustee prior to the Order Cutoff Time.

Section 1.10.     Settlement Procedures. The Authorized Participant acknowledges and agrees that, with respect to a Redemption Order provided in the ordinary course, the Custodian shall deliver unallocated Gold to the account indicated by the redeeming Authorized Participant in its Redemption Order on the third Business Day following the Order Date, unless a different Business Day is otherwise expressly agreed to by the Authorized Participant, the Custodian and the Administrative Sponsor at the time of the transaction.

ARTICLE II

AUTHORIZED REPRESENTATIVES

Section 2.01.     Certification. Concurrently with the execution of the Authorized Participant Agreement, the Authorized Participant shall deliver to the Trustee a certificate in a form as attached at Schedule 2-A to the Authorized Participant Agreement (an “Authorized Representative Certificate”) signed by the Authorized Participant’s Secretary or other duly authorized person setting forth the names, signatures, e-mail addresses and telephone and facsimile numbers of all persons authorized to give instructions relating to any activity contemplated hereby or any other notice, request or instruction on behalf of the Authorized Participant (each an “Authorized Representative”). Such certificate may be accepted and relied upon by the Trustee as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until (i) receipt by the Trustee of a superseding Authorized Representative Certificate, or (ii) termination of the Authorized Participant Agreement. After such Authorized Representative Certificate is accepted by the Trustee, the Authorized Participant may authorize additional Authorized Representatives to give instructions relating to any activity contemplated hereby or any other notice, request or instruction on behalf of the Authorized Participant by delivering to the Trustee an addendum to the certificate described above in a form as attached at Schedule 2-B to the Authorized Participant Agreement.

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Section 2.02.     PIN Numbers. The Trustee shall issue to each Authorized Representative a unique personal identification number (“PIN Number”) by which such Authorized Representative shall be identified and instructions issued by the Authorized Participant shall be authenticated. The PIN Number shall be kept confidential and only provided to Authorized Representatives. The Authorized Participant may revoke any PIN Number at any time upon written notice to the Trustee pursuant to Section 2.03 hereof, and the Authorized Participant shall be responsible for doing so in the event that it becomes aware that an unauthorized person has received access to any PIN Number or has or intends to use any PIN Number in an unauthorized manner. Except as otherwise provided in these Standard Terms, the Authorized Participant agrees that neither the Sponsors, the Trust or the Trustee shall be liable for losses incurred by the Authorized Participant as a result of unauthorized use of any Authorized Representative’s PIN Number prior to the time when the Trustee has de-activated the PIN Number as provided for in Section 2.03 hereof.

Section 2.03.     Termination of Authority. Upon the termination or revocation of authority of an Authorized Representative by the Authorized Participant or the revocation of a PIN Number by the Authorized Participant, the Authorized Participant shall (i) give, as promptly as practicable under the circumstances, written notice of such fact to the Trustee and such notice shall be effective upon receipt by the Trustee; and (ii), if applicable, request a new PIN Number. The Trustee shall, as promptly as practicable, de-activate the PIN Number upon receipt of such written notice. If an Authorized Representative’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon by the Authorized Participant and the Trustee.

Section 2.04.     Verification. The Trustee may assume that all instructions issued to it using an Authorized Representative’s PIN Number have been properly placed by an Authorized Representative, unless the Trustee has actual knowledge to the contrary or the Authorized Participant has properly revoked such PIN Number in accordance with Section 2.03 hereof prior to the placement of such instructions. The Trustee shall have no duty to verify that an Order is being placed by an Authorized Representative that uses a valid PIN Number. The Authorized Participant agrees that the Trustee shall not be responsible for any losses incurred by the Authorized Participant as a result of an Authorized Representative identifying himself or herself as a different Authorized Representative or an unauthorized person identifying himself or herself as an Authorized Representative, unless such person uses a PIN Number which the Authorized Participant had previously revoked in accordance with Section 2.03 hereof.

ARTICLE III

STATUS OF THE AUTHORIZED PARTICIPANT

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

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Section 3.02.     Broker-Dealer Status. The Authorized Participant represents and warrants that it is (i) registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions (ii) qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business to the extent so required by applicable law, and (iii) a member in good standing with FINRA. The Authorized Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of the Authorized Participant Agreement. The Authorized Participant further agrees to comply with all applicable U.S. federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, to the extent such laws and regulations are applicable to the Authorized Participant’s transactions in, and activities with respect to, Shares, and with the FINRA By-Laws and the FINRA Conduct Rules to the extent the foregoing relates to the Authorized Participant’s transactions in, and activities with respect to, Shares, and that it will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold. The Authorized Participant shall be solely responsible for determining the application of any such laws, rules or regulations in all cases at its own expense.

Section 3.03.     Foreign Status. If the Authorized Participant is offering and selling Shares in jurisdictions outside the several states, territories and possessions of the United States, the Authorized Participant agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made and to conduct its business in accordance with the FINRA Conduct Rules, to the extent the foregoing relates to the Authorized Participant’s transactions in, and activities with respect to, Shares.

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

Section 3.05.     Authorized Participant Status. The Authorized Participant understands and acknowledges that the method by which Baskets will be created and traded may raise certain issues under applicable securities laws. For example, because new Baskets may be issued and sold by the Trust on an ongoing basis, at any point a “distribution”, as such term is used in the Securities Act, may occur. The Authorized Participant understands and acknowledges that some activities on its part, depending on the facts, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the Securities Act.

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ARTICLE IV

ROLE OF AUTHORIZED PARTICIPANT

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

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

Section 4.03.     Beneficial Owner Communications. The Authorized Participant agrees (i) subject to any limitations arising under federal or state securities laws relating to privacy, or other obligations it may have to its customers, to assist the Trustee or the Administrative Sponsor in determining certain information regarding sales or ownership of Shares made by or through the Authorized Participant (including, without limitation, the ownership level or mailing or other contact information of each Beneficial Owner relating to positions in Shares that the Authorized Participant may hold as record holder) upon the request of the Trustee or the Administrative Sponsor that is necessary for the Trustee or Administrative Sponsor to comply with their obligations to distribute information to Beneficial Owners under applicable state or federal securities laws, and the Authorized Participant shall provide any such information to any delegee (such as a proxy solicitation firm) of the Trustee or the Administrative Sponsor and (ii) to forward to such Beneficial Owners written materials and communications received, directly or indirectly, from the Administrative Sponsor or the Trustee in sufficient quantities to allow mailing thereof to such Beneficial Owners, including, without limitation, notices, annual reports, disclosure or other informational materials and any amendments or supplements thereto that may be required to be sent by the Administrative Sponsor or the Trustee to such Beneficial Owners pursuant to applicable law or regulation or otherwise, or that the Administrative Sponsor or the Trustee reasonably wishes to distribute to such Beneficial Owners, in each case at the expense of the Custodial Sponsor, in accordance with the Trust Agreement.

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

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 ARTICLE V

MARKETING MATERIALS AND REPRESENTATIONS AND WARRANTIES

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

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

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Section 5.03.      Use of Name. For as long as the Authorized Participant Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust (i) in any section of the Prospectus included within the Trust’s registration statement (or any other document required to be filed with the Securities and Exchange Commission) as may be required by the Securities and Exchange Commission or its staff and (ii) on the Trust’s website. Upon the termination of this Agreement (i) during the period prior to when the Trust qualifies and the Sponsors in their sole discretion elect to file on Form S-3, the Administrative Sponsor will remove such identification from the Prospectus in the amendment of the Trust’s registration statement next occurring after the date of the termination of this Agreement and, during the period after when the Trust qualifies and the Sponsors in their sole discretion elect to file on Form S-3, the Administrative Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Administrative Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust.

ARTICLE VI

INDEMNIFICATION; LIMITATION OF LIABILITY

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

a.          The Authorized Participant shall indemnify and hold harmless each Sponsor, in its capacity as sponsor of the Trust, the Trustee, the Trust, the Custodian and their respective Affiliates, subsidiaries, directors, officers, employees and agents, and each Person, if any, who controls such Persons within the meaning of Section 15 of the Securities Act (each an “AP Indemnified Party”) from and against any loss, liability, damages, cost and expense (including, without limitation, reasonable attorneys’ fees) incurred by such AP Indemnified Party as a result of (i) any breach by the Authorized Participant of any provision of the Trust Agreement, the Authorized Participant Agreement, the Procedures, these Standard Terms and the relevant Prospectus (together, the “Trust Documents”) that relates to the Authorized Participant; (ii) any failure on the part of the Authorized Participant to perform any of its obligations set forth in the Trust Documents applicable to it; (iii) any failure by the Authorized Participant to comply in all material respects with applicable laws, including, without limitation, rules and regulations of self-regulatory organizations to the extent such laws, rules and regulations are applicable to the transactions being undertaken pursuant to the Trust Documents; or (iv) actions of such AP Indemnified Party pursuant to any instructions issued or representations made (where applicable) in accordance with the Trust Documents reasonably believed by the AP Indemnified Party to be genuine and to have been given by the Authorized Participant except to the extent that the Authorized Participant had previously revoked a PIN Number used in giving such instructions or representations (where applicable) and such revocation was given by the Authorized Participant and received by the Trustee in accordance with the terms of Section 2.03 hereto. The Authorized Participant shall not be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any AP Indemnified Party unless the AP Indemnified Party shall have notified the Authorized Participant in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim was served upon the AP Indemnified Party (or after the AP Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Authorized Participant of any claim shall not relieve the Authorized Participant from any liability which it may have to any AP Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph and shall only release it from such liability under this paragraph to the extent it has been materially prejudiced by such failure to give notice. The Authorized Participant shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Authorized Participant elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the AP Indemnified Parties in the suit and who shall not, except with consent of the AP Indemnified Parties, be counsel to the Authorized Participant. If the Authorized Participant does not elect to assume the defense of any suit, it will reimburse the AP Indemnified Parties in the suit for the reasonable fees and expenses of any counsel retained by them.

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b.         The Administrative Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant, its Affiliates, subsidiaries, directors, officers, employees and agents, and each Person, if any, who controls such persons within the meaning of Section 15 of the Securities Act (each a “Sponsor Indemnified Party”) from and against any loss, liability, damages, cost and expense (including, without limitation, reasonable attorneys’ fees) incurred by such Sponsor Indemnified Party as a result of (i) any breach by the Administrative Sponsor of any provision of the Authorized Participant Agreement that relates to the Administrative Sponsor; (ii) any failure on the part of the Administrative Sponsor to perform any of its obligations set forth in the Authorized Participant Agreement applicable to it; (iii) any failure on the part of the Administrative Sponsor to comply in all material respects with applicable laws, including, without limitation, rules and regulations of self-regulatory organizations to the extent such laws, rules and regulations are applicable to the transactions being undertaken pursuant to the Authorized Participant Agreement; (iv) actions of such Sponsor Indemnified Party pursuant to any instructions issued or representations made in accordance with the relevant Prospectus, Authorized Participant Agreement, the Procedures, the Trust Agreement or these Standard Terms reasonably believed by the Sponsor Indemnified Party to be genuine and to have been given by the Administrative Sponsor; or (v) any untrue statements or omissions made in any promotional material or sales literature furnished to the Authorized Participant by the Administrative Sponsor or otherwise approved in writing by the Administrative Sponsor. The Administrative Sponsor shall not be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Sponsor Indemnified Party unless the Sponsor Indemnified Party shall have notified the Administrative Sponsor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Sponsor Indemnified Party (or after the Sponsor Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Administrative Sponsor of any claim shall not relieve the Administrative Sponsor from any liability which it may have to any Sponsor Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph and shall only release it from such liability under this paragraph to the extent it has been materially prejudiced by such failure to give notice The Administrative Sponsor shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Administrative Sponsor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Sponsor Indemnified Parties in the suit and who shall not, except with the consent of the Sponsor Indemnified Parties, be counsel to the Administrative Sponsor. If the Administrative Sponsor does not elect to assume the defense of any suit, it will reimburse the Sponsor Indemnified Parties in the suit for the reasonable fees and expenses of any counsel retained by them.

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

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

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

f.          The indemnity agreements contained in this Section 6.01 shall remain in full force and effect and shall survive any termination of this Agreement. The Administrative Sponsor, for itself and on behalf of each AP Indemnified Party, and the Authorized Participant, for itself and on behalf of each Sponsor Indemnified Party, agree promptly to notify each other of the commencement of any proceeding against it or any AP Indemnified Party or Sponsor Indemnified Party, as the case may be, in connection with the issuance and sale of the Shares or in connection with the Trust’s registration statement or the relevant Prospectus.

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ARTICLE VII

MISCELLANEOUS

Section 7.01.     Commencement of Trading. The Authorized Participant may not submit an Order prior to the effectiveness of the Trust’s registration statement, or amendment to the Trust’s registration statement, filed with the Securities and Exchange Commission.

Section 7.02.      Defined Terms. All capitalized terms used in these Standard Terms and not otherwise defined herein shall have the meanings ascribed to such terms in the Authorized Participant Agreement and the Procedures.

Section 7.03.      Third Party Beneficiaries. The parties acknowledge and agree that the Trust and the Custodial Sponsor shall be a third party beneficiary of the Authorized Participant Agreement, including, without limitation, as to Section 6.01 of these Standard Terms.

[Signatures Follow on Next Page] 

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

THE BANK OF NEW YORK MELLON, in its capacity as Trustee of the Perth Mint Physical Gold ETF

By:

Name:

Title:

EXCHANGE TRADED CONCEPTS LLC, in its capacity as Administrative Sponsor of the Perth Mint Physical Gold ETF

By:

Name:

Title:

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SCHEDULE 2-A

AUTHORIZED REPRESENTATIVES OF THE AUTHORIZED PARTICIPANT

Certificate of Authorized Representatives of the Authorized Participant

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

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

The undersigned, [AP’S AUTHORIZED SIGNATORY], does hereby certify that (i) he or she is a duly elected officer of the Authorized Participant and is authorized to execute this Certificate on behalf of the Authorized Participant and (ii) that the persons listed above have been duly authorized to act as Authorized Representatives pursuant to the Agreement.

By:

Name:

Title:

Date:

SCHEDULE 2-B

ADDENDUM TO CERTIFICATE OF AUTHORIZED REPRESENTATIVES
OF THE PERTH MINT PHYSICAL GOLD ETF

[On AP’s Firm Letterhead]

[DATE]

Attn: ________________ 

The Bank of New York Mellon, 

as Trustee of the Perth Mint Physical Gold ETF 

2 Hanson Place — Floor 9th 

Brooklyn, NY 11217 

New York

Re: Addendum to the Certificate of Authorized Representatives for [AUTHORIZED PARTICIPANT] under the Authorized Participant Agreement for the Perth Mint Physical Gold ETF, dated [DATE] (the “Agreement”)

Ladies and Gentlemen:

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

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

Please provide PIN numbers for those listed above.

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

By:

Name:

Title:

Date:

2

EX-16.10.1

GOLD CORPORATION

and

THE BANK OF NEW YORK MELLON

solely in its capacity as trustee of the Perth Mint Physical Gold ETF
and not individually

TRUST ALLOCATED METAL ACCOUNT AGREEMENT

This TRUST ALLOCATED METAL ACCOUNT AGREEMENT (this “Agreement”) is made with effect on and from [●], 2018 (the “Effective Date”).

BETWEEN

(1) GOLD CORPORATION, whose principal place of business is at 310 Hay Street, East Perth, WA 6004, Australia (the “Custodian”); and

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

INTRODUCTION

(1) The Trustee has agreed to act as trustee for the Shareholders pursuant to the Trust Agreement.

(2) Shares may be issued by the Trust against delivery of Gold made by way of payment for the issue of such Shares.

(3) The Trustee has agreed that the Trust Allocated Metal Account will be established by the Custodian for the Trustee (in its capacity as trustee of the Trust), and that the Trustee will have the sole right to give instructions to the Custodian for the making of any transfers into or out of the Trust Allocated Metal Account.

(4) The Custodian has agreed to transfer Physical Gold into and out of the Trust Allocated Metal Account as instructed by the Trustee and to safely store the Physical Gold pursuant to the terms of this Agreement.

IT IS AGREED AS FOLLOWS

1. INTERPRETATION

1.1 Definitions: In this Agreement, unless there is anything in the subject or context inconsistent therewith, the following expressions shall have the following meanings:

“Administrative Sponsor” means Exchange Traded Concepts, LLC acting as administrative sponsor of the Trust, or its successor;

“AP Account” means a Gold account maintained for the Authorized Participant on an Unallocated Basis by the Custodian or a LBMA Gold clearing bank approved by the Custodian, as specified in the applicable transfer instructions given under clause 5.2;

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“Authorized Participant” means a person that, at the time of submitting to the Trustee an order to purchase, or an order to redeem, one or more Baskets (i) is a registered broker-dealer or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions, (ii) is a DTC Participant, and (iii) has in effect a valid Authorized Participant Agreement;

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

“Basket” means 50,000 Shares, except that the Administrative Sponsor, with the consent of the Custodial Sponsor, and upon prior written notice to the Trustee, may from time to time increase or decrease the number of Shares comprising a Basket;

“Business Day” means any day other than a day: (1) when the exchange on which the Shares are principally traded is closed for regular trading; or (2), if the relevant action requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom, Western Australia or in some other jurisdiction on a particular day, (A) when banks are authorized to close in the United Kingdom, Western Australia or in such other jurisdiction or when the London gold market is closed or (B) when banks in the United Kingdom, Western Australia or in such other jurisdiction are, or the London gold market is, not open for a full business day and the relevant action requires the execution or completion of procedures which cannot be executed or completed by the close of the business day;

“Custodial Sponsor” means Gold Corporation acting as custodial sponsor of the Trust pursuant to the Trust Agreement, or its successor;

“Delivery” means (i) obtaining an acknowledgement from the Custodian of a credit of gold on an Unallocated Basis to the account of the person entitled to that delivery, and (ii) when used with respect to Shares, one or more book-entry transfers of those Shares to an account or accounts at the Depository designated by the person entitled to instruct such delivery, and, as applicable, for further credit as specified by that person;

“Depository” means The Depository Trust Company and any other successor depository of Shares selected by the Administrative Sponsor, in consultation with the Custodial Sponsor, as provided in the Trust Agreement;

“Dollars” or “$” (or dollars) refers to United States Dollars, unless otherwise indicated;

“DTC Participant” means a person that, pursuant to The Depository Trust Company’s governing documents, is entitled to deposit securities with The Depository Trust Company in its capacity as a “participant”;

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“Fine Ounce” means a troy ounce of 100% pure gold, Fine Ounces being determined, as to physical gold, by multiplying the gross weight in troy ounces by the fineness, expressed as a fraction of the fine metal content in parts per 1000 and, as to gold held on an Unallocated Basis, by the number of Fine Ounces credited to the applicable unallocated account from time to time (such account being denominated in Fine Ounces);

“GC Metal Account” means one or more Gold accounts of which Gold Corporation, in its individual capacity, is the registered owner maintained with one or more LBMA Gold clearing members on an Unallocated Basis in such location or locations as Gold Corporation may determine and used by Gold Corporation exclusively for transfers of Gold to and from the Trust in connection with the creation and redemption of Baskets.

“Gold” or “gold” means Physical Gold or gold held on an Unallocated Basis;

“Government Guarantee” means the guarantee provided by the State of Western Australia pursuant to Section 22 of the Gold Corporation Act 1987 (Western Australia) which provides (amongst other things) that the payment of the cash equivalent of gold due, payable and deliverable by Custodian under the Act is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in the right of the State of Western Australia;

“LBMA” means The London Bullion Market Association or its successor;

“London Bar” means a gold bar meeting the London “Good Delivery” standards, including the specifications for weight, dimensions, fineness (or purity), identifying marks and appearance of gold bars set forth in “The Good Delivery Rules for Gold and Silver Bars” published by the LBMA;

“Metal Accounts” means the Trust Allocated Metal Account, the Trust Unallocated Metal Account and the GC Metal Account;

“Order Cutoff Time” means, with respect to any Business Day, (i) 4:00 p.m. (New York time) on such Business day, or (ii) another time agreed to by the Administrative Sponsor, the Custodial Sponsor and the Trustee under the Trust Agreement;

“Physical Gold” or “physical gold” means (i) a London Bar; and/or (ii) all gold products without numismatic value and having a gold purity of at least 99.5% (including coins, cast bars and minted bars);

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

“Purchase Order” means the order that an Authorized Participant must place with the Trustee pursuant to the Trust Agreement in order to acquire one or more Baskets from the Trust;

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

“Redemption Order” means the order an Authorized Participant must place with the Trustee pursuant to the Trust Agreement in order to redeem one or more Baskets from the Trust;

“Rules” means the rules, regulations, practices and customs of the LBMA (including the requirements of “Good Delivery” under the rules of the LBMA), the Bank of England and such other regulatory authority or other body as shall affect the activities contemplated by this Agreement, including the activities of any Sub-Custodian;

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

“Share” means a unit of fractional undivided beneficial interest in the Trust which is issued by the Trust, named “Perth Mint Physical Gold ETF” and created pursuant to and constituted by the Trust Agreement;

“Sub-Custodian” shall mean a LBMA-member Gold clearing bank appointed by the Custodian pursuant to clause 7.6 as a sub-custodian of Gold held for the Trust by the Custodian.

“Trust” means the Perth Mint Physical Gold ETF, the trust created by the Trust Agreement;

“Trust Agreement” means the Depository Trust Agreement of the Trust dated on or about [●], 2018, as amended from time to time, among Gold Corporation, as Custodial Sponsor, Exchange Traded Concepts, LLC, as Administrative Sponsor, and The Bank of New York Mellon, as Trustee;

“Trust Allocated Metal Account” means the account, reference [●], maintained for the Trust by the Custodian on an allocated basis pursuant to this Agreement for the purpose of holding Physical Gold on behalf of the Trust;

“Trust Unallocated Metal Account” means the account, reference [●], maintained for the Trust by the Custodian on an Unallocated Basis pursuant to the Trust Unallocated Metal Account Agreement;

“Trust Unallocated Metal Account Agreement” means the Trust Unallocated Metal Account Agreement of even date herewith between the Custodian and the Trustee pursuant to which the Trust Unallocated Metal Account is established and operated;

“Unallocated Basis” means, with respect to the holding of Gold, that the holder is entitled to receive delivery of Physical Gold in the amount standing to the credit of the holder’s account, but the holder has no ownership interest in any particular Gold that the custodian maintaining that account owns or holds;

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

“Withdrawal Date” means the Business Day on which the Trustee wishes a withdrawal of Physical Gold from the Trust Allocated Metal Account to take place.

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

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

1.4 Construction: The word “including” means “including without limitation”. The word “or” is not exclusive.

2. TRUST ALLOCATED METAL ACCOUNT

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

2.2 Deposits and Withdrawals: The Trust Allocated Metal Account shall evidence and record deposits and withdrawals of Physical Gold made pursuant to the terms of this Agreement.

2.3 Denomination of Metal Accounts: The Trust Allocated Metal Account will hold deposits of Physical Gold only and will be denominated in Fine Ounces (to three decimal places).

2.4 Trust Allocated Metal Account Reports: In respect of each Business Day, the Custodian will transmit to the Trustee a statement of account together with a report (i) showing the increases and decreases to the Physical Gold standing to the Trustee’s credit in the Trust Allocated Metal Account and identifying separately each transaction and the Business Day on which it occurred and (ii) identifying each individual item of Physical Gold held in the Trust Allocated Metal Account, including refiner, assay, serial numbers and gross and fine weight, as applicable. The Custodian will use commercially reasonable efforts to send that statement of account and accompanying reports on or before 10:00 p.m. New York time in respect to each Business Day. At the same time as that statement of account is provided to the Trustee in respect to any Business Day, the Custodian will also send the Trustee a notification of (i) each separate transaction, if any, transferring Gold to the Trust Allocated Metal Account from the Trust Unallocated Metal Account, (ii) the amount of Gold, if any, transferred from the Trust Allocated Metal Account to the Trust Unallocated Metal Account and (iii) the closing balance of Physical Gold held in the Trust Unallocated Metal Account for such Business Day. In addition, the Custodian will provide the Trustee with such information about the increases and decreases to the Gold standing to the Trustee’s credit in the Trust Allocated Metal Account on a same-day basis at such other times and in such other form as the Trustee and the Custodian shall agree. For each calendar month, the Custodian will provide the Trustee within a reasonable time after the end of the month a statement of account for the Trust Allocated Metal Account which shall include the opening and closing monthly balance and all transfers to and from the Trust Allocated Metal Account, accompanied by one or more weight lists containing information sufficient to identify each item of Physical Gold held in the Trust Allocated Metal Account as of the last Business Day of the calendar month and the party having physical possession thereof, including any Sub-Custodian or any sub-custodian of a Sub-Custodian. The Custodian also will provide the Trustee with additional weight lists in respect of the Physical Gold held in the Trust Allocated Meal Account from time to time upon the Trustee’s reasonable request. All such reports will be made available to the Trustee by means of authenticated email message, provided that, if the email messaging system is unavailable for any reason, the Trustee and the Custodian will agree upon a temporary notification system for making such reports available to the Trustee.

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2.5 Reversal of Entries: The Custodian shall reverse any provisional or erroneous entries to the Trust Allocated Metal Account which it discovers or of which it is notified with effect back-valued to the date upon which the final or correct entry (or no entry) should have been made (including where the Custodian has credited a deposit made pursuant to clause 3.1 and on receipt by the Custodian of the Gold if it is determined that the Gold does not comply with the Rules or that it is not the required weight).

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

2.7 Access: The Custodian will allow, and will procure that any Sub-Custodian that the Custodian appoints allows, the Administrative Sponsor and the Trustee and their Physical Gold auditors, access to the vaults storing Physical Gold owned by the Trust during normal business hours, to examine the Physical Gold held in the Trust Allocated Metal Account and such records as they may reasonably require to perform their respective duties with regard to the Trust in accordance with the terms of the Trust Agreement and applicable laws and regulations. The Trustee agrees that any such access shall be subject to execution of a confidentiality agreement and agreement to the Custodian’s security procedures, and the first two audits in any calendar year shall be at the Custodial Sponsor’s expense, and any further audit in such calendar year shall be considered an extraordinary expense (as defined in the Trust Agreement) of the Trust. Reasonable prior notice shall be provided to the Custodial Sponsor of any such audit.

3. DEPOSITS

3.1 Procedure: The Custodian shall effect deposits of Gold into the Trust Allocated Metal Account only pursuant to transfers from the Trust Unallocated Metal Account.

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3.2 Total Allocation of Physical Gold: Except as may be provided in the Trust Unallocated Metal Account Agreement, the Custodian must allocate, or cause to be allocated, all Gold credited to the Trust Unallocated Metal Account to the Trust Allocated Metal Account such that no amount of Gold remains standing for the benefit of the Trust in the Trust Unallocated Metal Account by 10:00 p.m. Perth time on each Business Day. In the event that the Custodian is unable to fully allocate Gold by 10:00 p.m. Perth time on each Business Day due to reasons outside of its control, it will use reasonable efforts to fully allocate Gold to the Trust Allocated Metal Account as soon as possible.

3.3 Right to Amend Procedure: The Custodian may amend the procedure in relation to the deposit of Physical Gold if (i) such amendment is caused by a change in the Rules or procedures of the LBMA, or (ii) the Trustee and the Administrative Sponsor consent (such consent not to be unreasonably withheld). The Custodian will, whenever practicable, notify the Trustee and the Administrative Sponsor within a commercially reasonable time before the Custodian amends its procedures or imposes additional ones in relation to the transfer of Physical Gold into and from the Trust Allocated Metal Account, and in doing so the Custodian will consider the Trustee’s and Administrative Sponsor’s needs to communicate any such change to Authorized Participants and others.

3.4 Allocation: The Trustee acknowledges that the process of allocation of Physical Gold to the Trust Allocated Metal Account from the Trust Unallocated Metal Account may involve minimal adjustments to the weights of Physical Gold to be allocated to adjust such weight to the types of Physical Gold available.

3.5 Substitution: The Custodian may substitute other Physical Gold for Physical Gold held in the Trust Allocated Metal Account, provided that, after any such substitution, the total Fine Ounces of Physical Gold held in the Trust Allocated Metal Account remains equal to or in excess of the Fine Ounces of Physical Gold held in the Trust Allocated Metal Account immediately prior to the substitution. To the extent that any such substitution would result in the total amount of Fine Ounces of Physical Gold held by the Trust in the Trust Allocated Metal Account to exceed the total number of Fine Ounces of Physical Gold held in the Trust Allocated Metal Account immediately prior to the substitution, the amount of any excess Fine Ounces resulting from such substitution shall be recorded as a corresponding amount due to the Custodian in the Trust Unallocated Metal Account.

4. WITHDRAWALS

4.1 Procedure: In order to comply with its responsibilities contained in the Trust Agreement, the Trustee may at any time give instructions to the Custodian for the withdrawal of Physical Gold from the Trust Allocated Metal Account, including by way of de-allocation to the Trust Unallocated Metal Account for transfer (i) to an AP Account, either directly or via the GC Metal Account, or (ii) to such other account as the Trustee may instruct (subject to clause 4.3).

4.2 Notice Requirements: A confirmation from the Trustee to the Custodian, given in writing, that a valid Redemption Form has been lodged for Shares shall be deemed an instruction given under clause 4.1 unless otherwise notified in writing by the Trustee. Any other notice relating to a withdrawal of Physical Gold must be in writing.

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4.3 Right to Amend Procedure: The Custodian may amend the procedure for the withdrawal of Physical Gold if (i) such amendment is caused by a change in the Rules or procedures of the LBMA, or (ii) the Trustee and the Administrative Sponsor consent (such consent not to be unreasonably withheld). Any such amendment will be subject to the notification conditions of clause 3.3.

4.4 Specification of Physical Gold: The Custodian shall specify which Physical Gold is to be withdrawn once it receives instructions from the Trustee to effect a withdrawal of Physical Gold pursuant to clause 4.1.

4.5 De-allocation: Following receipt by the Custodian of an instruction for the withdrawal of Physical Gold from the Trust Allocated Metal Account pursuant to clause 4.1, the Custodian shall de-allocate sufficient Physical Gold from the Trust Allocated Metal Account to credit the Trust Unallocated Metal Account and, thereafter, to an AP Account, either directly or via the GC Metal Account, or such other applicable account, in the amount required. The Trustee acknowledges that the process of de-allocation of Physical Gold for withdrawal and/or credit to another account may involve minimal adjustments to the weight of Physical Gold to be withdrawn to adjust such weight to the Physical Gold available in the Trust Allocated Metal Account.

4.6 Risk: Where there is a shipment from the Custodian of Physical Gold to another person, all right, title and risk in and to such Physical Gold shall pass at the Point of Delivery to the relevant person for whose account the Physical Gold is being delivered.

5. INSTRUCTIONS

5.1 Giving of Instructions: Only the Trustee shall have the right to give instructions to the Custodian for deposit of Physical Gold to or withdrawal of Physical Gold from the Trust Allocated Metal Account. The Trustee shall notify the Custodian in writing of the names of the people who are authorized to give instructions on the Trustee’s behalf. Until the Custodian receives written notice to the contrary, the Custodian is entitled to assume that any of those people have full and unrestricted power to give instructions on the Trustee’s behalf. The Custodian is also entitled to rely on any instructions which are from, or which purport to emanate from, any person who appears to have such authority.

5.2 Transfer Instructions: All transfers into and out of the Trust Allocated Metal Account shall be made upon receipt of, and in accordance with, instructions given by the Trustee to the Custodian. Such instructions shall be given by authenticated email message or, if for any reason the email messaging system is not operational, by such other temporary means as the Trustee and the Custodian may agree from time to time. Other information (which shall not constitute an instruction) related to transfers into and out of the Trust Allocated Metal Account may be sent between the Trustee and the Custodian by email or such other means as the Trustee and the Custodian may agree from time to time. Any such communication shall be deemed to have been given, made or served upon actual receipt by the recipient.

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

5.4 Amendments: Once given, instructions continue in full force and effect until they are cancelled, amended or superseded. Any communication that cancels, amends or supersedes an instruction shall be valid only upon actual receipt by the Custodian in accordance with clause 5.2.

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

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

6. CONFIDENTIALITY

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

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

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7. CUSTODY SERVICES

7.1 Appointment: The Trustee hereby appoints the Custodian to act as custodian of the Physical Gold held in the Trust Allocated Metal Account in accordance with this Agreement, the Trust Agreement and any Rules which apply to the Custodian, and the Custodian hereby accepts such appointment.

7.2 Segregation of Physical Gold: The Custodian will be responsible for the safekeeping of the Physical Gold on the terms and conditions of this Agreement. The Custodian will segregate the Physical Gold from any Physical Gold which the Custodian owns or holds for others by making appropriate entries in its books and records and will require any Sub-Custodian to segregate the Physical Gold from any Physical Gold which such Sub-Custodian owns or holds for others by making appropriate entries in their books and records. Entries on the Custodian’s books and records to identify Physical Gold will refer to each item of Physical Gold by refiner, assay, serial number and gross and fine weight, as applicable. Additionally, the Custodian will require each Sub-Custodian to identify on its books and records each item of Physical Gold held by them by refiner, assay, serial number and gross and fine weight, as applicable, and to provide such information to the Trustee upon request.

7.3 Ownership of Physical Gold: The Custodian will identify in its books and records the Physical Gold that belongs to the Trustee (on trust for the Shareholders) and will require each Sub-Custodian to identify on its books and records that the Physical Gold is being held for the Custodian for benefit of the Trust. The Custodian shall ensure that the Physical Gold belonging to the Trustee (on trust for the Shareholders) shall not be pledged by the Custodian or leased to any other person and that, except as provided in clause 5.4 of the Trust Unallocated Metal Account Agreement, such Physical Gold shall at all times be free and clear of all liens, charges, security interests and encumbrances, whether arising by operation of law or otherwise.

7.4 Location of Physical Gold: All Physical Gold held in the Trust Allocated Metal Account at any point in time will be held at the risk and responsibility of the Custodian. Except as provided for in clause 7.6, the Custodian shall store Physical Gold in its own vaulting facilities, generally in Perth, Australia, or such other locations where the Custodian may maintain vaulting facilities from time to time, and utilize the services of its appointed secure transportation provider at the risk of the Custodian.

7.5 Replacement of Bullion: If for any reason Physical Gold credited to the Trust Allocated Metal Account (i) does not meet the requirements for Physical Gold or (ii) does not contain the number of Fine Ounces which has been reported to the Trustee, the Custodian shall as soon as practical replace such Physical Gold with Physical Gold which meets the requirements for Physical Gold or contains the number of Fine Ounces reported to the Trustee by (i) debiting the Trust Allocated Metal Account and crediting the Trust Unallocated Metal Account with the requisite amount of Physical Gold to be replaced, (ii) providing replacement Physical Gold which is of an amount that approximates the amount of Physical Gold to be replaced as closely as practical, and (iii) debiting the Trust Unallocated Metal Account and crediting the Trust Allocated Metal Account with the requisite amount of replacement Physical Gold. The Custodian shall not start the foregoing replacement process on a particular Business Day unless it is reasonably sure that such replacement process can be started and completed in the same Business Day. The Custodian shall notify the Trustee as soon as practicable on the Business Day (but no later than the end of business on such Business Day) when (i) the Custodian has determined that Physical Gold credited to the Trust Allocated Metal Account is to be replaced and (ii) when replacement Physical Gold has been credited to the Trust Allocated Metal Account in accordance with the above instructions. The cost of any such replacement shall be borne by the Custodian.

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7.6 Sub-Custodians: The Custodian may from time to time employ Sub-Custodians solely for the custody and safekeeping of Physical Gold, including in locations where the Custodian does not maintain its own vaulting or other secure storage facilities or when the Custodian’s vaulting facilities identified in clause 7.4 are insufficient to hold the Physical Gold of the Trust. The Custodian will use reasonable care in selecting any Sub-Custodian. In selecting any Sub-Custodian with reasonable care, the Custodian is to determine if such Sub-Custodian can reasonably be expected to operate in a reasonable and prudent manner and in compliance with the Rules and all other relevant laws, rules and regulations applicable to its services as a sub-custodian of Gold. Any Physical Gold held by a Sub-Custodian shall be recorded by the Custodian as being held in the Trust Allocated Metal Account at all times.

7.7 Liability relating to Sub-Custodians: The Custodian shall be liable in contract, tort or otherwise for any loss, damage or expense arising directly or indirectly from any act or omission, or insolvency, of any Sub-Custodian.

7.8 Notice relating to Sub-Custodians: The Custodian will provide the Trustee and the Administrative Sponsor with the name and address of any Sub-Custodian the Custodian selects, along with any other information which the Trustee or the Administrative Sponsor may reasonably request concerning the appointment of such Sub-Custodian.

8. REPRESENTATIONS

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

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

(2) the person entering into this Agreement on behalf of the Trustee has been duly authorized to do so; and

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

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

(1) the Custodian is duly constituted with all necessary authority, powers, consents, licenses and authorizations (which have not been revoked) and all necessary action has been taken to enable it lawfully to enter into and perform its duties and obligations under this Agreement;

(2) the person entering into this Agreement on behalf of the Custodian has been duly authorized to do so;

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

(4) the Government Guarantee applies to the Gold held in the Metal Accounts, including any Gold held by Sub-Custodians.

9. FEES AND EXPENSES

9.1 Fees: The Custodian also serves as the Custodial Sponsor of the Trust, and the Custodian acknowledges that it receives the Custodial Sponsor’s Fee as defined under and pursuant to the terms of the Trust Agreement, and shall receive no additional compensation for its services to the Trust hereunder.

9.2 Expenses: The Custodian also serves as the Custodial Sponsor of the Trust, and the Custodian acknowledges that it receives reimbursement for certain expenses under the terms of the Trust Agreement, and shall receive no additional reimbursement for its expenses other than specified in this Agreement and the Trust Agreement.

10. VALUE ADDED TAX

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

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

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11. SCOPE OF RESPONSIBILITY

11.1 Exclusion of Liability: The Custodian will use reasonable care in the performance of its duties under this Agreement provided always that its liability for any loss or damage suffered by the Trust or the Trustee in connection with this Agreement (including in relation to any lost or damaged Physical Gold) shall not exceed the cash equivalent of all Gold due, payable and deliverable by the Custodian (that being the extent of the liability coverage provided by the Government Guarantee). The Custodian and the Trustee each agree to notify the other party promptly after any discovery of any lost or damaged Physical Gold. If the Custodian delivers from the Trust Allocated Metal Account Physical Gold that is not of the Fine Ounces the Custodian has represented to the Trustee or that is not according to the Rules, recovery by the Trustee, to the extent such recovery is otherwise allowed, shall not be barred by any delay in asserting a claim because of the failure to discover the corresponding loss or damage regardless of whether such loss or damage could or should have been discovered.

11.2 Government Guarantee and Insurance: The Government Guarantee provides (amongst other things) that the payment of the cash equivalent of Gold which is due, payable and deliverable by the Custodian under the Gold Corporation Act 1987 (Western Australia) is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in the right of the State of Western Australia. The Custodian shall promptly notify the Trustee as soon as it becomes aware of any proposal by the Western Australian Government to remove or alter the Government Guarantee. The Custodian shall make such insurance arrangements from time to time in connection with the Custodian’s custodial obligations under this Agreement as the Custodian considers appropriate in connection with the Physical Gold held in the Trust Allocated Metal Account on behalf of the Trust and also for the transport of Gold and will be responsible for all costs, fees and expenses (including any relevant taxes) in relation to any such insurance arrangements. Upon reasonable prior written notice, in connection with the preparation of the initial registration statement under the United States Securities Act of 1933, as amended, covering any Shares, the Custodian will allow its certificates of currency of its insurance or coverage summaries of the insurance to be reviewed by the Trustee and the Administrative Sponsor. The Custodian will also allow the Trustee and the Administrative Sponsor to review its certificates of currency of its insurance or coverage summaries of the insurance in connection with any amendment to that initial registration statement or any further registration statement covering any Shares from time to time, in each case upon reasonable prior written notice from the Trustee or the Administrative Sponsor. Any permission to review the Custodian’s insurance is limited to the term of this Agreement and is conditioned on the reviewing party executing a form of confidentiality agreement provided by the Custodian, or if the confidentiality agreement is already in force, acknowledging that the review is subject thereto.

11.3 Force Majeure: The Custodian shall not be liable for any delay in performance, or for the non-performance, of any of its obligations under this Agreement by reason of any cause beyond the Custodian’s reasonable control. This includes any delay or inability to transport Gold in a secure manner due to lack of available, suitable transportation, any act of God or war or terrorism or any breakdown, malfunction or failure of transmission, communication or computer facilities, industrial action, acts and regulations of any governmental or supra national bodies or authorities or regulatory or self-regulatory organization or failure of any such body, authority or organization, for any reason, to perform its obligations.

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

11.5 Third Parties: Except with respect to the Trust, which shall be considered a beneficiary of this entire Agreement, and to the Administrative Sponsor, which shall be considered a beneficiary (as applicable) of clauses 2.7, 3.3, 4.3, 6.2, 7.8, 11.2, 12.2, 12.3 and 13.4 the Custodian does not owe any duty or obligation or have any liability towards any person who is not a party to this Agreement. Except as set forth in this clause 11.5, this Agreement does not confer a benefit on any person who is not a party to it. The parties to this Agreement do not intend that any term of this Agreement shall be enforceable by any person who is not a party to it and do intend that the Contracts (Rights of Third Parties) 1999 Act shall not apply to this Agreement, provided that the Administrative Sponsor may enforce its rights under clauses 2.7, 3.3, 4.3, 6.2, 7.8, 11.2, 12.2, 12.3 and 13.4 Nothing in this paragraph is intended to limit the obligations hereunder of any successor Trustee of the Trust or to limit the right of any successor Trustee of the Trust to enforce the Custodian’s obligations hereunder.

12. TERM AND TERMINATION

12.1 Notice: Any termination notice given by the Trustee in compliance with the terms of the Trust Agreement and under clause 12.2 must specify:

(1) the date on which the termination will take effect; and

(2) unless the Trust is also terminating, the person to whom the Physical Gold is to be transferred and all other necessary arrangements for the delivery of the Physical Gold to the order of the Trustee.

If the Trust is also terminating, the Trustee will provide further instructions regarding the Physical Gold as provided in the Trust Agreement.

12.2 Term: This Agreement shall commence on the Effective Date and shall continue in effect indefinitely until terminated pursuant to this clause 12.2. The Custodian may resign as Custodian and terminate this Agreement upon six (6) months’ advance written notice. This Agreement may be terminated immediately upon written notice as follows:

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

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

(3) by the Trustee, if there is any event which, in the Trustee’s reasonable view, indicates the Custodian’s insolvency or impending insolvency, or if the Custodian resigns or is deemed to have resigned as Custodial Sponsor pursuant to the Trust Agreement; or

(4) by the Trustee, if the Trust is to be terminated.

Upon any termination of this Agreement by either party, the Custodian agrees to continue to serve as custodian pursuant to the terms of this Agreement for a reasonable period of time, but in no event longer than six (6) months, to facilitate liquidation and distribution of the Trust, if applicable, or an orderly transition to a successor custodian. In the event that the Trust seeks to transition to a successor custodian in accordance with the Trust Agreement, the Custodian shall cooperate with the Trustee and the Administrative Sponsor in good faith to effect a smooth and orderly transfer of the Physical Gold held in the Trust Allocated Metal Account, the custodial services provided under this Agreement and all applicable records as directed by the Trustee or the Administrative Sponsor to a successor custodian. Such cooperation shall include the execution of such documents and the taking of such actions as the Trustee or the Administrative Sponsor may reasonably require in order to effect such transfer.

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

12.4 Delivery Arrangements: If the Trustee does not make arrangements reasonably acceptable to the Custodian for the delivery of the Physical Gold after termination, the Custodian may continue to store the Physical Gold, in which case the Custodian will continue to charge an amount equal to the Custodial Sponsor Fee payable under the Trust Agreement. If the Trustee has not made arrangements reasonably acceptable to the Custodian for the delivery of the Physical Gold within six months of the date specified in the termination notice as the date on which the termination will take effect, the Custodian will be entitled to (but is not obligated to) sell the Physical Gold and account to the Trustee for the proceeds.

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

13. NOTICES:

13.1 Notices: Except as provided in clauses 2.4, 5.2 and 15.4, any notice or other communication shall be delivered personally or sent by first class post, pre-paid recorded delivery (or air mail if overseas), authenticated electronic transmission (including email) or such other electronic transmission as the parties may from time to time agree, to the party due to receive the notice or communication, at its address, number or destination set out in clause 13.3 or another address, number or destination specified by that party by written notice to the other.

13.2 Deemed Receipt of Notice: A notice or other communication under or in connection with clause 13.1 will be deemed received only if actually received or delivered.

13.3 The addresses and numbers of the parties for the purposes of clauses 5.2 and 13.1 are:

The Custodian:	Gold Corporation
	Attn: Treasurer
	310 Hay Street
	East Perth, WA 6004
	Australia
	Telephone: +61 8 9421 7615
	Facsimile: +61 8 9221 7074
	E-Mail: AAAU@Perthmint.com
The Trustee:
	The Bank of New York Mellon
	2 Hanson Place
	9th Floor
	Brooklyn, New York 11217
	Attention: ETF Services, Brooklyn
	Telephone: +1 718-315-5013
	Facsimile: +1 718-315-4850
	E-Mail: etfservicescom@bnymellon.com

The address and numbers of the Administrative Sponsor for purposes of receiving notices under this Agreement is:

The Administrative
Sponsor:	Exchange Traded Concepts, LLC
	10900 Hefner Pointe Drive, Suite 207
	Oklahoma City, Oklahoma 73120
	Telephone: 1-405-778-8377
	Facsimile: 1-405-778-8375
	E-Mail: garrett@exchangetradedconcepts.com

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

14. GENERAL

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

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

14.3 Assignment: This Agreement is for the benefit of and binding upon the parties hereto and their respective successors and permitted assigns. Save as expressly provided herein, no party may assign, transfer or encumber, or purport to assign, transfer or encumber, any right or obligation under this Agreement unless the other party otherwise agrees in writing.

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

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

14.6 Entire Agreement: This Agreement and the Trust Unallocated Metal Account Agreement represent the entire agreement between the parties in respect of their subject matter save for any agreements made with fraudulent intent, and excludes any prior agreements or representations. This Agreement supersedes and replaces any prior existing agreement between the parties relating to the same subject matter.

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

14.8 Business Days: If any obligation falls due to be performed on a day which is not a Business Day then the relevant obligations shall be performed on the next succeeding Business Day.

15. GOVERNING LAW AND JURISDICTION

15.1 Governing Law: This Agreement is governed by, and will be construed in accordance with, the laws of England and Wales.

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

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

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

Custodian’s Address for service of process:

The Agent General for Western Australia 

Government of Western Australia European Office 

5^th Floor, Australia Centre 

Corner of Strand and Melbourne Place 

London WC2B 4LG 

England

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With a copy to:

Trustee’s Address for service of process:

The Bank of New York Mellon
225 Liberty Street 

New York, New York 10281 

Attention: Legal Department – Asset Servicing

[Signature Page Follows]

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EXECUTED by the parties:

Signed on behalf of and for GOLD CORPORATION, by

Signature

Name

Title

Signed on behalf of and for THE BANK OF NEW YORK MELLON, 

solely in its capacity as trustee of the Perth Mint Physical Gold ETF 

and not individually, by

Signature

Name

Title

[Signature Page to Trust Allocated Metal Account Agreement]

EX-16.10.2

GOLD CORPORATION

and

THE BANK OF NEW YORK MELLON
solely in its capacity as trustee of the Perth Mint Physical Gold ETF
and not individually

TRUST UNALLOCATED METAL ACCOUNT AGREEMENT

This TRUST UNALLOCATED METAL ACCOUNT AGREEMENT (this “Agreement”) is made with effect on and from [●], 2018 (the “Effective Date”).

BETWEEN

(1) GOLD CORPORATION, whose principal place of business is at 310 Hay Street, East Perth, WA 6004, Australia (the “Custodian”); and

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

INTRODUCTION

(1) The Trustee has agreed to act as trustee for the Shareholders pursuant to the Trust Agreement.

(2) An Authorized Participant may apply to become a Shareholder by: (i) applying for Shares in accordance with an Authorized Participant Agreement and (ii) depositing the relevant amount of Gold either directly into the Trust Unallocated Metal Account or into the GC Metal Account for the purposes of facilitating the deposit of that Gold into the Trust Unallocated Metal Account.

(3) Gold Corporation has agreed pursuant to the Authorized Participant Agreement to transfer any Gold deposited into the GC Metal Account to the Trust Unallocated Metal Account, and the Custodian has agreed to transfer such deposited Gold from the Trust Unallocated Metal Account to the Trust Allocated Metal Account.

(4) In order to effect redemptions of Shares for Authorized Participants, Physical Gold must be transferred from the Trust Allocated Account to the Trust Unallocated Metal Account by way of de-allocation, and must then be transferred from the Trust Unallocated Metal Account either directly to the AP Account or to the GC Metal Account for further delivery by Gold Corporation to the AP Account.

(5) The Trustee has agreed that the Trust Unallocated Metal Account will be established by the Custodian for the Trustee (in its capacity as trustee of the Trust), and that the Trustee will have the sole right to give instructions to the Custodian for the making of any transfers into or out of the Trust Unallocated Metal Account.

IT IS AGREED AS FOLLOWS

1. INTERPRETATION

1.1 Definitions: In this Agreement, unless there is anything in the subject or context inconsistent therewith, the following expressions shall have the following meanings:

“Administrative Sponsor” means Exchange Traded Concepts, LLC acting as administrative sponsor of the Trust, or its successor;

“AP Account” means a Gold account maintained for the Authorized Participant on an Unallocated Basis by the Custodian or a LBMA Gold clearing bank approved by the Custodian, as specified in the applicable transfer instructions given under clause 5.2;

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

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

“AP Application Form” means a Purchase Order;

“Authorized Participant” means a person that, at the time of submitting to the Trustee an order to purchase, or an order to redeem, one or more Baskets (i) is a registered broker-dealer or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions, (ii) is a DTC Participant, and (iii) has in effect a valid Authorized Participant Agreement;

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

“Basket” means 50,000 Shares, except that the Administrative Sponsor, with the consent of the Custodial Sponsor, and upon prior written notice to the Trustee, may from time to time increase or decrease the number of Shares comprising a Basket;

“Benchmark Price” means, as of any day, (i) the afternoon LBMA Gold Price, or the morning LBMA Gold Price, if such day’s afternoon LBMA Gold Price is not available; or (ii) such other publicly available price which the Custodial Sponsor may determine fairly represents the commercial value of gold held by the Trust and instructs the Trustee to use as the Benchmark Price;

“Business Day” means any day other than a day: (1) when the exchange on which the Shares are principally traded is closed for regular trading; or (2), if the relevant action requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom, Western Australia or in some other jurisdiction on a particular day, (A) when banks are authorized to close in the United Kingdom, Western Australia or in such other jurisdiction or when the London gold market is closed or (B) when banks in the United Kingdom, Western Australia or in such other jurisdiction are, or the London gold market is, not open for a full business day and the relevant action requires the execution or completion of procedures which cannot be executed or completed by the close of the business day;

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“Conditions” means the terms and conditions on and subject to which (i) Shares are issued in the form or substantially in the form set out in the Trust Agreement or (ii) Shares are redeemed for Gold pursuant to the Trust Agreement;

“Custodial Sponsor” means Gold Corporation acting as custodial sponsor of the Trust pursuant to the Trust Agreement, or its successor;

“Custodial Sponsor Account” means a Gold account for the benefit of the Custodial Sponsor maintained on an Unallocated Basis by the Custodian or by a Gold clearing bank approved by the Custodian;

“Custodial Sponsor’s Fee” means the amount of Gold to be debited from the Metal Accounts at the end of each month and paid to the Custodial Sponsor Account in accordance with the Trust Agreement.

“Delivery” means (i) obtaining an acknowledgement from the Custodian of a credit of gold on an Unallocated Basis to the account of the person entitled to that delivery, and (ii) when used with respect to Shares, one or more book-entry transfers of those Shares to an account or accounts at the Depository designated by the person entitled to instruct such delivery, and, as applicable, for further credit as specified by that person;

“Depository” means The Depository Trust Company and any other successor depository of Shares selected by the Administrative Sponsor, in consultation with the Custodial Sponsor, as provided in the Trust Agreement;

“Dollars” or “$” (or dollars) refers to United States Dollars, unless otherwise indicated;

“DTC Participant” means a person that, pursuant to The Depository Trust Company’s governing documents, is entitled to deposit securities with The Depository Trust Company in its capacity as a “participant”;

“Fine Ounce” means a troy ounce of 100% pure gold, Fine Ounces being determined, as to physical gold, by multiplying the gross weight in troy ounces by the fineness, expressed as a fraction of the fine metal content in parts per 1000 and, as to gold held on an Unallocated Basis, by the number of Fine Ounces credited to the applicable unallocated account from time to time (such account being denominated in Fine Ounces);

“GC Metal Account” means one or more Gold accounts of which Gold Corporation, in its individual capacity, is the registered owner maintained with one or more LBMA Gold clearing members on an Unallocated Basis in such location or locations as Gold Corporation may determine and used by Gold Corporation exclusively for transfers of Gold to and from the Trust in connection with the creation and redemption of Baskets.

“Gold” or “gold” means Physical Gold or gold held on an Unallocated Basis;

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“Government Guarantee” means the guarantee provided by the State of Western Australia pursuant to Section 22 of the Gold Corporation Act 1987 (Western Australia) which provides (amongst other things) that the payment of the cash equivalent of gold due, payable and deliverable by Custodian under the Act is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in the right of the State of Western Australia;

“LBMA” means The London Bullion Market Association or its successor;

“LBMA Gold Price” means the morning or afternoon London gold price per troy ounce of gold for delivery in London through a member of the LBMA authorized to effect such delivery, stated in Dollars, as calculated and administered by independent service provider(s) and published by the LBMA on its website at www.lbma.org.uk or by its successor that publicly displays prices;

“London Bar” means a gold bar meeting the London “Good Delivery” standards, including the specifications for weight, dimensions, fineness (or purity), identifying marks and appearance of gold bars set forth in “The Good Delivery Rules for Gold and Silver Bars” published by the LBMA;

“Metal Accounts” means the Trust Allocated Metal Account, the Trust Unallocated Metal Account and the GC Metal Account.

“Order Cutoff Time” means, with respect to any Business Day, (i) 4:00 p.m. (New York time) on such Business day, or (ii) another time agreed to by the Administrative Sponsor, the Custodial Sponsor and the Trustee under the Trust Agreement;

“Physical Gold” or “physical gold” means (i) a London Bar; and/or (ii) all gold products without numismatic value and having a gold purity of at least 99.5% (including coins, cast bars and minted bars);

“Prospectus” means the prospectus constituting a part of the registration statement filed on Form S-1, Registration Number 333-[●] with the Securities and Exchange Commission in accordance with the U.S. Securities Act of 1933, as amended, in relation to the Shares dated on or about [●], 2018, as the same may be modified, supplemented or amended from time to time;

“Purchase Order” means the order that an Authorized Participant must place with the Trustee pursuant to the Trust Agreement in order to acquire one or more Baskets from the Trust;

“Redemption Order” means the order an Authorized Participant must place with the Trustee pursuant to the Trust Agreement in order to redeem one or more Baskets from the Trust;

“Rules” means the rules, regulations, practices and customs of the LBMA (including the requirements of “Good Delivery” under the rules of the LBMA), the Bank of England and such other regulatory authority or other body as shall affect the activities contemplated by this Agreement;

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

“Share” means a unit of fractional undivided beneficial interest in the Trust which is issued by the Trust, named “Perth Mint Physical Gold ETF” and created pursuant to and constituted by the Trust Agreement;

“Trust” means the Perth Mint Physical Gold ETF, the trust created by the Trust Agreement;

“Trust Agreement” means the Depository Trust Agreement of the Trust dated on or about [●], 2018, as amended from time to time, among Gold Corporation, as Custodial Sponsor, Exchange Traded Concepts, LLC, as Administrative Sponsor, and The Bank of New York Mellon, as Trustee;

“Trust Allocated Metal Account” means the account reference [●], maintained for the Trust by the Custodian on an allocated basis pursuant to the Trust Allocated Metal Account Agreement for the purpose of holding Physical Gold on behalf of the Trust;

“Trust Allocated Metal Account Agreement” means the Trust Allocated Metal Account Agreement of even date herewith between the Custodian and the Trustee pursuant to which the Trust Allocated Metal Account is established and operated;

“Trust Unallocated Metal Account” means the account reference [●], maintained for the Trust by the Custodian on an Unallocated Basis pursuant to this Agreement;

“Unallocated Basis” means, with respect to the holding of Gold, that the holder is entitled to receive delivery of Physical Gold in the amount standing to the credit of the holder’s account, but the holder has no ownership interest in any particular Gold that the custodian maintaining that account owns or holds;

“Unallocated Gold” means gold held on an Unallocated Basis;

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

“Withdrawal Date” means the Business Day on which the Trustee wishes a withdrawal of Gold from the Trust Unallocated Metal Account to take place.

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

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

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1.4 Construction: The word “including” means “including without limitation”. The word “or” is not exclusive.

2. TRUST UNALLOCATED METAL ACCOUNT

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

2.2 Denomination of Trust Unallocated Metal Account: The Trust Unallocated Metal Account will hold deposits of Gold and will be denominated in Fine Ounces (to three decimal places). The Custodian agrees to use reasonable efforts to minimize the amount of Gold held for the Trust on an Unallocated Basis at all times.

2.3 Trust Unallocated Metal Account Reports: In respect of each Business Day, the Custodian will transmit to the Trustee a statement of account together with a report showing the increases and decreases to the Gold standing to the Trustee’s credit in the Trust Unallocated Metal Account, and identifying separately each transaction and the Business Day on which it occurred. The Custodian will use commercially reasonable efforts to send that statement of account and accompanying reports on or before 10:00 p.m. New York time in respect to each Business Day. At the same time as that statement of account is provided to the Trustee in respect to any Business Day, the Custodian will also send the Trustee a notification of (i) each separate transaction, if any, transferring Gold to the Trust Unallocated Metal Account, including the amount of Gold transferred to the Trust Unallocated Metal Account and the AP Account from which such Gold is transferred (either directly or indirectly through the GC Metal Account), (ii) the amount of Gold, if any, transferred from the Trust Unallocated Metal Account to the Trust Allocated Metal Account or to any AP Account (either directly or through the GC Metal Account), (iii) the amount of any Gold borrowed pursuant to clause 5.4 and (iv) the closing balance of Gold credited to the Trust Unallocated Metal Account for such Business Day. In addition, the Custodian will provide the Trustee such information about the increases and decreases to the Gold standing to the Trustee’s credit in the Trust Unallocated Metal Account on a same-day basis at such other times and in such other form as the Trustee and the Custodian shall agree. For each calendar month, the Custodian will provide the Trustee within a reasonable time after the end of the month a statement of account for the Trust Unallocated Metal Account which shall include the opening and closing monthly balance and all transfers to and from the Trust Unallocated Metal Account. All such reports will be made available to the Trustee by means of authenticated email message, provided that, if the email messaging system is unavailable for any reason, the Trustee and the Custodian will agree upon a temporary notification system for making such reports available to the Trustee.

2.4 Reversal of Entries: The Custodian shall reverse any provisional or erroneous entries to the Trust Unallocated Metal Account which it discovers or of which it is notified with effect back-valued to the date upon which the final or correct entry (or no entry) should have been made (including where the Custodian has credited a deposit made pursuant to clause 3.1 and on receipt by the Custodian of the Gold if it is determined that the Gold does not comply with the Rules or that it is not the required weight).

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

2.6 Access: The Custodian will allow the Administrative Sponsor and the Trustee and their Gold auditors access to its premises during normal business hours, to examine the Custodian’s records in relation to the Trust Unallocated Metal Account, as they may reasonably require to perform their respective duties with regard to the Trust in accordance with the terms of the Trust Agreement and applicable laws and regulations. The Trustee agrees that any such access shall be subject to execution of a confidentiality agreement and agreement to the Custodian’s security procedures, and the first two audits in any calendar year shall be at the Custodial Sponsor’s expense, and any further audit in such calendar year shall be considered an extraordinary expense (as defined in the Trust Agreement) of the Trust. Reasonable prior notice shall be provided to the Custodial Sponsor of any such audit.

3.          DEPOSITS

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

(a) transfer of Gold from an AP Account, either directly or via the GC Metal Account, in connection with an AP Application by an Authorized Participant for Shares; or

(b) de-allocation of Physical Gold held in the Trust Allocated Metal Account upon a Redemption Order by an Authorized Participant or for any other purpose authorized by the Trust Agreement.

No other methods of deposit are permitted. Only the Trustee shall have the right to give instructions to the Custodian for deposit of Gold to the Trust Unallocated Metal Account.

3.2 Notice Requirements: Notice of intended deposit must be received by the Custodian from the Trustee no later than 3:00 p.m. (London time) (usually 10:00 p.m. Perth time) one Business Day prior to the date of deposit or, for transfers to be made under clause 3.1(b) (other than in connection with a Redemption Order by an Authorized Participant or for sales of gold), no later than 4:00 p.m. London time (usually 11:00 p.m. Perth time) two Business Days prior to the date of deposit and specify the weight (in Fine Ounces) to be credited to the Trust Unallocated Metal Account, the date of deposit, the account from which such deposit will be transferred, and any other information which the Custodian may, with the agreement of the Trustee, from time to time require. The Custodian will promptly notify the Trustee by email upon a deposit of Gold being made into the Trust Unallocated Metal Account pursuant to clause 3.1(b). When, by reference to the Trustee’s notifications and instructions to the Custodian, the Custodian reasonably believes an amount of Gold has been credited to the Trust Unallocated Metal Account in error, the Custodian will notify the Trustee promptly and, pending a joint resolution of the error, will treat such amount as not being subject to the standing instruction in clause 5.3.

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3.3 Right to Amend Procedure: The Custodian may amend the procedure in relation to the deposit of Gold if (i) such amendment is caused by a change in the Rules or procedures of the LBMA, or (ii) the Trustee and the Administrative Sponsor consent (such consent not to be unreasonably withheld). The Custodian will, whenever practicable, notify the Trustee and the Administrative Sponsor within a commercially reasonable time before the Custodian amends its procedures or imposes additional ones in relation to the transfer of Gold into and from the Trust Unallocated Metal Account, and in doing so the Custodian will consider the Trustee’s and Administrative Sponsor’s needs to communicate any such change to Authorized Participants and others.

4. WITHDRAWALS

4.1 Trustee Instructions Procedure: The Trustee may at any time give instructions to the Custodian for the withdrawal of Gold standing to the credit of the Trust Unallocated Metal Account as provided in this Agreement, provided that a withdrawal may be made only by:

(a) transfer either directly or via the GC Metal Account to an AP Account relating to the same kind of Gold and having the same denomination as that to which the Trust Unallocated Metal Account relates when Shares are to be redeemed by an Authorized Participant;

(b) transfer to the Trust Allocated Metal Account;

(c) transfer to the Custodial Sponsor Account for the payment of the Custodial Sponsor’s Fee and for the reimbursement of costs, expenses and other amounts to which the Custodial Sponsor is entitled to be reimbursed for in accordance with the Trust Agreement;

(d) the collection of Physical Gold from the Custodian at its vault premises, or such other location as the Custodian may direct by notice to the party taking Delivery; or

(e) transfer to an account maintained by the Custodian or by a third party on an Unallocated Basis in connection with the sale of Gold or other transfers as may now or hereafter be permitted under the Trust Agreement.

4.2 Form of Gold Withdrawals: Any Gold withdrawal from the Trust Unallocated Metal Account pursuant to clause 4.1 will be in a form which complies with the Rules or in such other form as may be agreed between the Trustee and the Custodian the combined Fine Ounce weight of which will not exceed the number of Fine Ounces the Trustee has instructed the Custodian to debit.

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

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(a) if it relates to a withdrawal pursuant to clauses 4.1(a) or 4.1(e) (for sales of Gold only), be in such form as may be agreed by the parties from time to time, and in all cases be received by the Custodian no later than 3:00 p.m. (London time) (usually 10:00 p.m. Perth time) on the day which is one Business Day prior to the Withdrawal Date unless otherwise agreed.

(b) if it relates to a transfer pursuant to clause 4.1(b), be in the form of an AP Application (which shall be sufficient instruction for the purposes of this Agreement) and be received by the Custodian no later than 3:00 p.m. (London time) (usually 10:00 p.m. Perth time) on the day which is one Business Day prior to the Withdrawal Date.

(c) if it relates to a withdrawal pursuant to clauses 4.1(c), 4.1(d) or 4.1(e) (transfers other than for the sale of Gold), be received by the Custodian no later than 4:00 p.m. (London time) (usually 11:00 p.m. Perth time) on the day which is not less than two Business Days prior to the Withdrawal Date unless otherwise agreed and specify the name of the person or carrier that will collect the Gold from the Custodian or the identity of the person to whom delivery is to be made, as the case may be;

and in all cases, specify the weight (in Fine Ounces) of the Gold to be debited from the Trust Unallocated Metal Account, the Withdrawal Date and any other information which the Custodian may, with the agreement of the Trustee, from time to time require.

4.4 Right to Amend Procedure: The Custodian may amend the procedure for the withdrawal of Gold from the Trust Unallocated Metal Account if (i) such amendment is caused by a change in the Rules or procedures of the LBMA, or (ii) the Trustee and the Administrative Sponsor consent (such consent not to be unreasonably withheld). Any such amendment will be subject to the notification conditions of the clause 3.3.

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

4.6 Risk: Where there is a transfer of Unallocated Gold to the GC Metal Account, an AP Account or another account maintained on an Unallocated Basis, all right, title and interest in Gold shall pass upon the transfer of the Unallocated Gold to the GC Metal Account, the AP Account or such other account maintained on an Unallocated Basis.

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4.7 Allocation: Without limiting clause 5.3, in the case of a transfer under clause 4.1(b), the Custodian will use its commercially reasonable endeavors to complete the allocation of such deposits of Gold by not later than 10:00 p.m. Perth time on the Business Day of receipt of such deposits of Gold provided that such deposits of Gold are received by the Custodian by 3:00 p.m. Perth time on such Business Day. The Custodian will promptly notify the Trustee by email upon the completion of such allocation. Following the Custodian’s receipt of such notice, the Custodian shall identify Gold of a weight most closely approximating, but not less than, the balance in the Trust Unallocated Metal Account and shall transfer such weight from the Trust Unallocated Metal Account to the Trust Allocated Metal Account. Any amount of Gold allocated to the Trust Allocated Metal Account which is in excess of the balance of Gold in the Trust Unallocated Metal Account to be allocated shall be recorded as a corresponding amount due to the Custodian in the Trust Unallocated Metal Account. The Trustee acknowledges that the process of allocation of Gold to the Trust Allocated Metal Account from the Trust Unallocated Metal Account may involve minimal adjustments to the weights of Gold to be allocated to adjust such weight to the Physical Gold available.

4.8 Sales of Gold: With respect to a withdrawal of Gold from the Trust Unallocated Metal Account made in connection with clause 4.1(e), if, in accordance with the Trust Agreement and instructions from the Trustee, Gold must be sold, the Custodian shall (i) sell such Fine Ounces at the Benchmark Price next determined after receipt of appropriate instructions and (ii) remit the cash proceeds of such sale to the Trustee.

5. INSTRUCTIONS

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

5.2 Transfer Instructions: All transfers into and out of the Trust Unallocated Metal Account shall be made upon receipt of, and in accordance with, instructions given by the Trustee to the Custodian. Such instructions shall be given by authenticated email message or, if for any reason the email messaging system is not operational, by such other temporary means as the Trustee and the Custodian may agree from time to time. Other information (which shall not constitute an instruction) related to transfers into and out of the Trust Unallocated Metal Account may be sent between the Trustee and the Custodian by email or such other means as the Trustee and the Custodian may agree from time to time. Any such communication shall be deemed to have been given, made or served upon actual receipt by the recipient.

5.3 Continuous Allocation of Gold: Without prejudice to clause 5.1 and subject to clause 4.8, unless otherwise notified by the Trustee in writing, the Custodian shall, on any Business Day whenever Gold is to be transferred from an AP Account (either directly or via the GC Metal Account) to the Trust Unallocated Metal Account or is otherwise standing to the credit of the Trustee in the Trust Unallocated Metal Account, transfer Gold then standing to the credit of the Trustee in the Trust Unallocated Metal Account (excluding Gold which has been de-allocated in order to effect delivery of Gold to a redeeming Authorized Participant or pursuant to any other withdrawal occurring on such day) to the Trust Allocated Metal Account such that no amount of Gold held on an Unallocated Basis remains standing to the credit of the Trustee in the Trust Unallocated Metal Account by 10:00 p.m. Perth time on such Business Day.

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5.4 Lending Gold: The Custodian shall lend to the Trust Unallocated Metal Account from time to time such number of Fine Ounces as may be needed in order for the Custodian to fully allocate to the Trust Allocated Metal Account all of the Gold standing to the Trust’s credit in the Trust Unallocated Metal Account (after repayment to the Custodian of any loan balance existing prior to such allocation as provided hereafter in this clause) to the Trust Allocated Metal Account pursuant to the standing instruction set forth in clause 5.3, provided that the maximum amount of Gold that the Custodian will lend to the Trust at any time is 430 Fine Ounces. The Custodian shall not charge the Trust any fees, interest or costs in connection with the lending of the Gold. The Custodian shall identify on its books and records and in the reports it sends to the Trustee any Gold that has been borrowed in the Trust Unallocated Metal Account as of the date of such reports, which shall be accepted as conclusive evidence of such balance, save in the case of manifest error. On each Business Day, the Custodian may repay itself the amount of any borrowed Gold from, and to the extent of, the positive balance of the Trust Unallocated Metal Account determined by taking into account all credits to and debits from the Trust Unallocated Metal Account on such Business Day but prior to the Custodian’s execution of the standing instruction to allocate contained in clause 5.3.

5.5 Amendments: Once given, instructions continue in full force and effect until they are cancelled, amended or superseded. Any communication that cancels, amends or supersedes an instruction shall be valid only upon actual receipt by the Custodian in accordance with clause 5.2.

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

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

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6. CONFIDENTIALITY

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

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

7. cUSTODY SERVICES

7.1 Appointment: The Trustee hereby appoints the Custodian to act as custodian of the Gold held in the Trust Unallocated Account Agreement in accordance with this Agreement, the Trust Agreement and any Rules which apply to the Custodian, and the Custodian hereby accepts such appointment.

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

7.3 Ownership of Gold: The Custodian will identify in its books and records that the Gold in the Trust Unallocated Metal Account belongs to the Trustee (on trust for the Shareholders). The Custodian shall ensure that the Gold belonging to the Trustee (on trust for the Shareholders) shall not be pledged by the Custodian or leased to any other person and, except as provided in clause 5.4, that it shall at all times be free and clear of all liens, charges, security interests and encumbrances, whether arising by operation of law or otherwise.

8. REPRESENTATIONS

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

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

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(2) the person entering into this Agreement on behalf of the Trustee has been duly authorized to do so; and

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

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

(1) the Custodian is duly constituted with all necessary authority, powers, consents, licenses and authorizations (which have not been revoked) and all necessary action has been taken to enable it lawfully to enter into and perform its duties and obligations under this Agreement;

(2) the person entering into this Agreement on behalf of the Custodian has been duly authorized to do so;

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

(4) the Government Guarantee applies to the Gold held in the Metal Accounts.

9. FEES AND EXPENSES

9.1 Fees: The Custodian also serves as the Custodial Sponsor of the Trust, and the Custodian acknowledges that it receives the Custodial Sponsor’s Fee as defined under and pursuant to the terms of the Trust Agreement, and shall receive no additional compensation for its services to the Trust hereunder.

9.2 Expenses: The Custodian also serves as the Custodial Sponsor of the Trust, and the Custodian acknowledges that it receives reimbursement for certain expenses under the terms of the Trust Agreement, and shall receive no additional reimbursement for its expenses other than specified in this Agreement and the Trust Agreement.

10. VALUE ADDED TAX

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

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

11. SCOPE OF RESPONSIBILITY

11.1 Exclusion of Liability: The Custodian will use reasonable care in the performance of its duties under this Agreement provided always that its liability for any loss or damage suffered by the Trust or the Trustee in connection with this Agreement (including in relation to any lost or damaged Gold) shall not exceed the cash equivalent of all Gold due, payable and deliverable by the Custodian (that being the extent of the liability coverage provided by the Government Guarantee). The Custodian and the Trustee each agree to notify the other party promptly after any discovery of any lost or unaccounted Gold. If the Custodian delivers from the Trust Unallocated Metal Account Gold that is not of the Fine Ounces the Custodian has represented to the Trustee or that is not according to the Rules, recovery by the Trustee, to the extent such recovery is otherwise allowed, shall not be barred by any delay in asserting a claim because of the failure to discover the corresponding loss or damage regardless of whether such loss or damage could or should have been discovered.

11.2 Government Guarantee and Insurance: The Government Guarantee provides (amongst other things) that the payment of the cash equivalent of Gold which is due, payable and deliverable by the Custodian under the Gold Corporation Act 1987 (Western Australia) is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in the right of the State of Western Australia. The Custodian shall promptly notify the Trustee as soon as it becomes aware of any proposal by the Western Australian Government to remove or alter the Government Guarantee. The Custodian shall make such insurance arrangements from time to time in connection with the Custodian’s obligations under this Agreement as the Custodian considers appropriate in connection with the Gold held in the Trust Unallocated Metal Account on behalf of the Trust and will be responsible for all costs, fees and expenses (including any relevant taxes) in relation to any such insurance arrangements. Upon reasonable prior written notice, in connection with the preparation of the initial registration statement under the United States Securities Act of 1933, as amended, covering any Shares, the Custodian will allow its certificates of currency of its insurance or coverage summaries of the insurance to be reviewed by the Trustee and the Administrative Sponsor. The Custodian will also allow the Trustee and the Administrative Sponsor to review its certificates of currency of its insurance or coverage summaries of the insurance in connection with any amendment to that initial registration statement or any further registration statement covering any Shares from time to time, in each case upon reasonable prior written notice from the Trustee or the Administrative Sponsor. Any permission to review the Custodian’s insurance is limited to the term of this Agreement and is conditioned on the reviewing party executing a form of confidentiality agreement provided by the Custodian, or if the confidentiality agreement is already in force, acknowledging that the review is subject thereto.

11.3 Force Majeure: The Custodian shall not be liable for any delay in performance, or for the non-performance, of any of its obligations under this Agreement by reason of any cause beyond the Custodian’s reasonable control. This includes any delay or inability to transport Gold in a secure manner due to lack of available, suitable transportation, any act of God or war or terrorism or any breakdown, malfunction or failure of transmission, communication or computer facilities, industrial action, acts and regulations of any governmental or supra national bodies or authorities or regulatory or self-regulatory organization or failure of any such body, authority or organization, for any reason, to perform its obligations.

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

11.5 Third Parties: Except with respect to the Trust, which shall be considered a beneficiary of this entire Agreement, and the Administrative Sponsor, which shall be considered a beneficiary (as applicable) of clauses 2.6, 3.3, 4.4, 6.2, 11.2, 12.2, 12.3 and 13.4, the Custodian does not owe any duty or obligation or have any liability towards any person who is not a party to this Agreement. Except as set forth in this clause 11.5, this Agreement does not confer a benefit on any person who is not a party to it. The parties to this Agreement do not intend that any term of this Agreement shall be enforceable by any person who is not a party to it and do intend that the Contracts (Rights of Third Parties) 1999 Act shall not apply to this Agreement, provided that the Administrative Sponsor may enforce its rights under clauses 2.6, 3.3, 4.4, 6.2, 11.2, 12.2, 12.3 and 13.4. Nothing in this paragraph is intended to limit the obligations hereunder of any successor Trustee of the Trust or to limit the right of any successor Trustee of the Trust to enforce the Custodian’s obligations hereunder.

12. TERM AND TERMINATION

12.1 Notice: Any termination notice given by the Trustee in compliance with the terms of the Trust Agreement and under clause 12.2 must specify:

(1) the date on which the termination will take effect; and

(2) unless the Trust is also terminating, the person to whom the Gold is to be transferred.

If the Trust is also terminating, the Trustee will provide further instructions regarding the Gold as provided in the Trust Agreement.

12.2 Term: This Agreement shall commence on the Effective Date and shall continue in effect indefinitely until terminated pursuant to this clause 12.2. The Custodian may resign as Custodian and terminate this Agreement upon six (6) months’ advance written notice. This Agreement may be terminated immediately upon written notice as follows:

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

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

(c) by the Trustee, if there is any event which, in the Trustee’s reasonable view, indicates the Custodian’s insolvency or impending insolvency, or if the Custodian resigns or is deemed to have resigned as Custodial Sponsor pursuant to the Trust Agreement; or

(d) by the Trustee, if the Trust is to be terminated.

Upon any termination of this Agreement by either party, the Custodian agrees to continue to serve as custodian pursuant to the terms of this Agreement for a reasonable period of time, but in no event longer than six (6) months, to facilitate liquidation and distribution of the Trust, if applicable, or an orderly transition to a successor custodian. In the event that the Trust seeks to transition to a successor custodian in accordance with the Trust Agreement, the Custodian shall cooperate with the Trustee and the Administrative Sponsor in good faith to effect a smooth and orderly transfer of the Gold held in the Trust Unallocated Metal Account, the custodial services provided under this Agreement and all applicable records as directed by the Trustee or the Administrative Sponsor to a successor custodian. Such cooperation shall include the execution of such documents and the taking of such actions as the Trustee or the Administrative Sponsor may reasonably require in order to effect such transfer.

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

12.4 Delivery Arrangements: If the Trustee does not make arrangements reasonably acceptable to the Custodian for the transfer of Unallocated Gold after termination, the Custodian may continue to hold such Unallocated Gold, in which case the Custodian will continue to charge an amount equal to the Custodial Sponsor Fee payable under the Trust Agreement. If the Trustee has not made arrangements reasonably acceptable to the Custodian for the transfer of Unallocated Gold within six months of the date specified in the termination notice as the date on which the termination will take effect, the Custodian will be entitled to (but is not obligated to) sell Unallocated Gold and account to the Trustee for the proceeds.

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

13. NOTICES

13.1 Notices: Except as provided in clauses 2.3, 3.2, 4.7, 5.2 and 15.4, any notice or other communication shall be delivered personally or sent by first class post, pre-paid recorded delivery (or air mail if overseas), authenticated electronic transmission (including email) or such other electronic transmission as the parties may from time to time agree, to the party due to receive the notice or communication, at its address, number or destination set out in clause 13.3 or another address, number or destination specified by that party by written notice to the other.

13.2 Deemed Receipt of Notice: A notice or other communication under or in connection with clause 13.1 will be deemed received only if actually received or delivered.

13.3 The addresses and numbers of the parties for the purposes of clauses 5.2 and 13.1 are:

The Custodian: Gold Corporation

Attn: Treasurer

310 Hay Street

East Perth, WA 6004

Australia

Telephone: +61 8 9421 7615

Facsimile: +61 8 9221 7074

E-Mail: AAAU@Perthmint.com

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

E-Mail: etfservicescom@bnymellon.com

The address and numbers of the Administrative Sponsor for purposes of receiving notices under this Agreement is:

The Administrative Sponsor:
Exchange Traded Concepts, LLC
10900 Hefner Pointe Drive, Suite 207

Oklahoma City, Oklahoma 73120
Telephone: 1-405-778-8377
Facsimile: 1-405-778-8375

E-Mail: garrett@exchangetradedconcepts.com

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

14. GENERAL

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

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

14.3 Assignment: This Agreement is for the benefit of and binding upon the parties hereto and their respective successors and permitted assigns. Save as expressly provided herein, no party may assign, transfer or encumber, or purport to assign, transfer or encumber, any right or obligation under this Agreement unless the other party otherwise agrees in writing.

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

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

14.6 Entire Agreement: This Agreement and the Trust Allocated Metal Account Agreement represent the entire agreement between the parties in respect of their subject matter save for any agreements made with fraudulent intent, and excludes any prior agreements or representations. This Agreement supersedes and replaces any prior existing agreement between the parties relating to the same subject matter.

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

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14.8 Business Days: If any obligation falls due to be performed on a day which is not a Business Day then the relevant obligations shall be performed on the next succeeding Business Day.

15. GOVERNING LAW AND JURISDICTION

15.1 Governing Law: This Agreement is governed by, and will be construed in accordance with, the laws of England and Wales.

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

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

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

Custodian’s Address for service of process:

The Agent General for Western Australia

Government of Western Australia European Office

5^th Floor, Australia Centre

Corner of Strand and Melbourne Place

London WC2B 4LG

England

With a copy to:

Trustee’s Address for service of process:

The Bank of New York Mellon

225 Liberty Street

New York, New York 10281

Attention: Legal Department - Asset Servicing

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[Signature Page Follows]

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EXECUTED by the parties:

Signed on behalf of and for GOLD CORPORATION by

Signature

Name:

Title:

Signed on behalf of and for THE BANK OF NEW YORK MELLON,

solely in its capacity as trustee of the Perth Mint Physical Gold ETF

and not individually, by

Signature

Name

Title

[Signature Page to Trust Unallocated Metal Account Agreement]

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