World Currency Gold Trust (Form: S-1/A, Received: 08/30/2016 17:25:55)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on August 30, 2016

Registration No. 333-206640

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 3

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Long Dollar Gold Trust

a series of

WORLD CURRENCY GOLD TRUST

SPONSORED BY WGC USA ASSET MANAGEMENT COMPANY, LLC

(Exact name of Registrant as specified in its charter)

New York

6221

38-3937118

(State or other jurisdiction of

Incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

c/o WGC USA Asset Management

Company, LLC

685 Third Avenue, 27th Floor

New York, New York 10017

(212) 317-3800

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

WGC USA Asset Management Company, LLC

685 Third Avenue, 27th Floor

New York, New York 10017

(212) 317-3800

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

Copies to:

Christopher D. Menconi, Esq.

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

(202) 739-3000

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 Sponsor 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			August 30, 2016

Shares

LONG DOLLAR GOLD TRUST, A SERIES OF WORLD CURRENCY GOLD TRUST

The World Currency Gold Trust (the “Trust”) is organized as a Delaware statutory trust with multiple series. Each series of the Trust issues common units of beneficial interest, or Shares, which represent units of fractional undivided beneficial interest in and ownership of such series only. A single series of the Trust, the Long Dollar Gold Trust, is offered pursuant to this Prospectus. Unless the context otherwise requires, references in this Prospectus to the “Fund” refer to the Long Dollar Gold Trust. References to “Shares” refer to shares of the Fund. References to “Series” refer to the Fund and/or the other Series of the Trust, as applicable.

The Fund seeks to track the performance of the Solactive GLD ^® Long USD Gold Index (the “Index”), less fund expenses. The Index is a transparent, rules-based index published by Solactive AG (the “Index Provider”). The Index seeks to track the daily performance of a long position in physical gold (as represented by the Gold Price) and a short position in a basket (the “FX Basket”) of non-U.S. currencies. Those non-U.S. currencies consist of the following which are weighted according to the Index: euro, Japanese yen, British pound sterling, Canadian dollar, Swedish krona and Swiss franc (each, a “Reference Currency”). If the Gold Price increases and the value of the U.S. Dollar (“USD”) against the Reference Currencies comprising the FX Basket increases, the Index Level is intended to increase. Conversely, if the Gold Price decreases and the value of the USD against the Reference Currencies comprising the FX Basket declines, the Index Level is intended to decrease. In certain cases, the appreciation of the Gold Price or the depreciation of one or more of the Reference Currencies comprising the FX Basket may be offset by the appreciation of one or more of the Reference Currencies comprising the FX Basket or the depreciation of the Gold Price, as applicable. The net impact of these changes determines the value of the Fund on a daily basis. See the Risk Factor titled “The value of the Shares relates directly to the value of the gold and the value of the Reference Currencies comprising the FX Basket against the USD. Fluctuations in the price of gold and/or the value of the Reference Currencies comprising the FX Basket could materially adversely affect an investment in the Shares.”

The Fund intends to issue Shares on a continuous basis. The Shares may be purchased from the Fund only in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a “Creation Unit”). The Fund will issue Shares in Creation Units to institutional investors referred to as “Authorized Participants” on an ongoing basis as described in “Plan of Distribution.” Creation Units will be offered continuously at the net asset value (“NAV”) for 10,000 Shares on the day that an order to create a Creation Unit is accepted by the Fund. Fund Shares will be listed on NYSE Arca under the symbol “GLDW.”

WGC USA Asset Management Company, LLC is the Sponsor of the Trust (the “Sponsor”) and is the Commodity Pool Operator (the “CPO”) of the Fund. The Trust was formed pursuant to an Agreement and Declaration of Trust dated as of August 27, 2014, as amended and restated on June 30, 2016 and further amended and restated on August , 2016, between the Sponsor and the Trustee (referred to herein as the “Declaration of Trust”).

BNY Mellon Asset Servicing, a division of The Bank of New York Mellon, or “BNYM,” is the Administrator (the “Administrator”) and Transfer Agent (the “Transfer Agent”) of the Trust. BNYM also serves as the custodian of the Trust’s cash, if any. HSBC Bank plc is the custodian (the “Custodian”) of the Trust’s Gold Bullion, as defined below. Merrill Lynch International is the Gold Delivery Provider to the Trust (the “Gold Delivery Provider”). Delaware Trust Company is the trustee of the Trust (the “Trustee”). State Street Global Markets, LLC is the marketing agent of the Trust (the “Marketing Agent”).

The Fund will issue to an affiliate of the Sponsor and an unaffiliated third party, as “Initial Purchasers,” at a purchase price of $ per Share, the “Initial Shares,” which consist of Creation Units comprising Shares. Prior to this offering, there has been no public market for the Shares.

The Trust expects to qualify as an “emerging growth company” subject to reduced public company reporting requirements under U.S. federal securities laws.

Investing in the Shares involves significant risks. See “ Risk Factors ” starting on page 16.

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

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

The Fund will issue and redeem Shares from time to time in Creation Units only to Authorized Participants in exchange for the delivery to the Fund, or the distribution by the Fund, of the amount of Gold Bullion represented by the Creation Units being created or redeemed. This amount is based on the combined NAV of the number of Shares included in the Creation Units being created or redeemed, as applicable, determined on the day the order to create or redeem Creation Units is accepted, as described in “Creation and Redemption of Shares.” It is expected that the Shares will be sold to the public at varying prices to be determined by reference to, among other considerations, the price of gold, the price of the Reference Currencies and the trading price of the Shares on NYSE Arca (if the application for listing is approved) at the time of each sale.

The Shares are neither interests in nor obligations of the Sponsor, the Trustee, the Administrator, the Transfer Agent, the Custodian, the Gold Delivery Provider, the Index Provider, the Marketing Agent or their respective affiliates.

Shares

The Fund is offering Shares (the “Underwritten Shares”) through an affiliate of the Sponsor and an unaffiliated third party, also called the Initial Purchasers, as underwriters. The Initial Purchasers have, subject to conditions, agreed to purchase the Underwritten Shares at a per-Share price equal to of an ounce of gold, as described in “Initial Purchasers” and “Plan of Distribution.” Total proceeds to the Fund from the sale of the Underwritten Shares will be ounces of gold. Delivery of the Underwritten Shares is expected to be made on a date between and , 2016.

The public offering price of the Underwritten Shares will be determined as described above and such Shares could be sold at different prices if sold by the Initial Purchasers at different times. The Initial Purchasers may receive commissions/fees from investors through their commission/fee-based brokerage accounts, in amounts between $ and $ .

The date of this Prospectus is .

Commodity Futures Trading Commission Risk Disclosure Statement

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 56 AND A STATEMENT OF THE PERCENTAGE RETURNS NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 57.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 16 THROUGH 37.

THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE REGISTRATION STATEMENT OF THE TRUST. YOU CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN WASHINGTON, D.C.

THE FUND WILL FILE QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE ROOM AT 100 F STREET, N.E., WASHINGTON, D.C. 20549. THE PUBLIC MAY OBTAIN INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM BY CALLING THE SEC AT 1-800-SEC-0330.

THE FILINGS OF THE TRUST ARE POSTED AT THE SEC WEBSITE AT HTTP://WWW.SEC.GOV .

Regulatory Notices

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST, THE FUND, THE ADMINISTRATOR, THE AUTHORIZED PARTICIPANTS OR ANY OTHER PERSON.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER, SOLICITATION, OR SALE OF THE SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION, OR SALE.

THE BOOKS AND RECORDS OF THE FUND ARE MAINTAINED AS FOLLOWS: ALL MARKETING MATERIALS ARE MAINTAINED AT THE OFFICES OF ; CREATION UNIT CREATION AND REDEMPTION BOOKS AND RECORDS, ACCOUNTING AND CERTAIN OTHER FINANCIAL BOOKS AND RECORDS (INCLUDING FUND ACCOUNTING RECORDS, LEDGERS

WITH RESPECT TO ASSETS, LIABILITIES, CAPITAL, INCOME AND EXPENSES, THE REGISTRAR, TRANSFER JOURNALS AND RELATED DETAILS) AND TRADING AND RELATED DOCUMENTS RECEIVED FROM FUTURES COMMISSION MERCHANTS ARE MAINTAINED BY THE ADMINISTRATOR. ALL OTHER BOOKS AND RECORDS OF THE FUND (INCLUDING MINUTE BOOKS AND OTHER GENERAL CORPORATE RECORDS, TRADING RECORDS AND RELATED REPORTS) ARE MAINTAINED AT THE FUND’S PRINCIPAL OFFICE, C/O WGC USA ASSET MANAGEMENT COMPANY, LLC, 685 THIRD AVENUE, 27TH FLOOR, NEW YORK, NEW YORK 10017; TELEPHONE NUMBER (212) 317-3800. SHAREHOLDERS WILL HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR AGENT. MONTHLY ACCOUNT STATEMENTS FOR THE FUND CONFORMING TO COMMODITY FUTURES TRADING COMMISSION (THE “CFTC”) AND THE NATIONAL FUTURES ASSOCIATION (THE “NFA”) REQUIREMENTS ARE POSTED ON THE SPONSOR’S WEBSITE AT . ADDITIONAL REPORTS ARE POSTED ON THE SPONSOR’S WEBSITE IN THE DISCRETION OF THE ADMINISTRATOR OR AS REQUIRED BY REGULATORY AUTHORITIES. THERE WILL SIMILARLY BE DISTRIBUTED TO SHAREHOLDERS OF THE FUND, NOT MORE THAN 90 DAYS AFTER THE CLOSE OF THE FUND’S FISCAL YEAR, CERTIFIED AUDITED FINANCIAL STATEMENTS AND (IN NO EVENT LATER THAN MARCH 15 OF THE IMMEDIATELY FOLLOWING YEAR) THE TAX INFORMATION RELATING TO SHARES OF THE FUND NECESSARY FOR THE PREPARATION OF SHAREHOLDERS’ ANNUAL FEDERAL INCOME TAX RETURNS.

THE DIVISION OF INVESTMENT MANAGEMENT OF THE SECURITIES AND EXCHANGE COMMISSION REQUIRES THAT THE FOLLOWING STATEMENT BE PROMINENTLY SET FORTH HEREIN: “NEITHER THE WORLD CURRENCY GOLD TRUST NOR ANY SERIES THEREOF IS A MUTUAL FUND OR ANY OTHER TYPE OF INVESTMENT COMPANY WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND IS NOT SUBJECT TO REGULATION THEREUNDER.”

AUTHORIZED PARTICIPANTS MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN TRANSACTING IN SHARES. SEE “PLAN OF DISTRIBUTION.”

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 Sponsor 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.

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

TABLE OF CONTENTS


PART ONE — DISCLOSURE DOCUMENT
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			iii
PROSPECTUS SUMMARY			1
RISK FACTORS			16
USE OF PROCEEDS			38
OVERVIEW OF THE GOLD INDUSTRY			39
OVERVIEW OF THE FOREIGN EXCHANGE MARKETS			44
OBJECTIVE OF THE FUND			45
DESCRIPTION OF THE SOLACTIVE GLD ^® LONG USD GOLD INDEX			48
OPERATION OF THE FUND			53
FUND EXPENSES			56
BREAKEVEN ANALYSIS			57
DESCRIPTION OF THE TRUST			58
DESCRIPTION OF KEY SERVICE PROVIDERS			59
DESCRIPTION OF THE SHARES			67
THE SECURITIES DEPOSITORY; BOOK-ENTRY-ONLY SYSTEM; GLOBAL SECURITY			68
DETERMINATION OF NAV			69
CREATION AND REDEMPTION OF SHARES			70
TRADING OF FUND SHARES			74
MARKET DISRUPTION EVENTS AND EXTRAORDINARY EVENTS			75
UNITED STATES FEDERAL TAX CONSEQUENCES			77
ERISA AND RELATED CONSIDERATIONS			83
THE DECLARATION OF TRUST			85
INITIAL PURCHASERS			88
PLAN OF DISTRIBUTION			89
LEGAL PROCEEDINGS			91
LEGAL MATTERS			92
EXPERTS			93
WHERE YOU CAN FIND MORE INFORMATION			94
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			F-1
STATEMENT OF FINANCIAL CONDITION			F-2
APPENDIX A — GLOSSARY OF DEFINED TERMS			A-1
PART TWO — STATEMENT OF ADDITIONAL INFORMATION
PRIVACY POLICY			TWO-3
EXHIBIT A — PRIVACY NOTICE			TWO-4

Until , 2016 (25 days after the date of this Prospectus), all dealers effecting transactions in the Shares, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a Prospectus when acting as underwriters and with respect to unsold allotments or subscriptions. The CPO first intends to use this Prospectus on .

Authorized Participants may be required to deliver a prospectus when making transactions in the Shares.

The information contained in the sections captioned “Overview of The Gold Industry” and “Overview of the Foreign Exchange Markets” is based on information obtained from sources that the Sponsor believes are reliable. This Prospectus summarizes certain documents and other information in a manner the Sponsor believes to be accurate. In making an investment decision, you must rely on your own examination of the Trust, the gold industry, the operation of the Gold Bullion market, the operation of the currency market and the terms of the offering and the Shares, including the merits and risks involved. Although the Sponsor believes this information to be reliable, the accuracy and completeness of this information is not guaranteed and has not been independently verified.

Statement Regarding Forward-looking Statements

This Prospectus includes “forward-looking statements” which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “it is likely” 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, non-U.S. currencies and the Shares), the Trust’s operations, the Sponsor’s plans and references to the Fund’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 the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether actual results and developments will conform to the Sponsor’s 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” starting on page 11. 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 Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Fund’s operations or the value of the Shares. Moreover, neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Except as required under Item 512 of Regulation S-K or other applicable securities laws, none of the Trust, the Sponsor or the Marketing Agent is under a duty to update any of the forward-looking statements to conform such statements to actual results or to reflect a change in the Sponsor’s expectations or predictions.

iii

Prospectus Summary

This is only a summary of the Prospectus and, while it contains material information about the Fund and the Shares, it does not contain or summarize all of the information about the Fund and the Shares contained in this Prospectus which is material and/or which may be important to you. You should read this entire Prospectus, including “Risk Factors” beginning on page 12, before making an investment decision about the Shares.

Definitions used in this Prospectus can be found in the Glossary of Defined Terms in Appendix A.

TRUST STRUCTURE

The Trust

The World Currency Gold Trust, or the Trust, was formed as a Delaware statutory trust on August 27, 2014. The Trust consists of multiple series (each, a “Series”). Each Series issues common units of beneficial interest, or Shares, which represent units of fractional undivided beneficial interest in and ownership of such Series. The term of the Trust and each Series is perpetual (unless terminated earlier in certain circumstances). The Trust was organized in separate series as a Delaware statutory trust rather than as separate statutory trusts in order to achieve certain administrative and other efficiencies. The material terms of the Trust Declaration of Trust are discussed in greater detail under the section “The Declaration of Trust.”

The Fund

The Series offered pursuant to this Prospectus is the Long Dollar Gold Trust, which is sometimes referred to herein as the “Fund.” The Fund seeks to track the performance of the Solactive GLD ^® Long USD Gold Index, or Index, less the expenses of the Fund’s operations. The Shares of the Fund represent units of fractional undivided beneficial interest in and ownership of the Fund and will be offered on a continuous basis. The Fund will issue and redeem Shares from time to time in Creation Units only to Authorized Participants. Fund Shares are expected to be traded under the ticker symbol GLDW on NYSE Arca and other securities exchanges. Authorized Participants and other investors will buy and sell Shares in the secondary market, largely in response to changing demand for Fund Shares. The principal offices of the Trust and the Fund are located at c/o WGC USA Asset Management Company, LLC, 685 Third Avenue, 27th Floor, New York, New York 10017.

The Index

The Index is designed to represent the daily performance of a long position in physical gold (as represented by the Gold Price) and a short position in the FX Basket comprised of each of the Reference Currencies. In simple terms, the Index reflects the price of Gold in U.S. dollars adjusted by the price of each Reference Currency comprising the FX Basket against the U.S. dollar. The Index is designed to measure daily Gold Bullion returns as though an investor had invested in Gold Bullion in terms of the FX Basket comprised of the Reference Currencies reflected in the Index. In general, the Index is intended to increase in value when the price of gold (as measured by the Gold Price) increases and/or when the value of the USD increases against the value of the FX Basket comprised of the Reference Currencies. In general, the Index is intended to decrease in value when the price of gold (as measured by the Gold Price) decreases and/or when the value of the USD declines against the value of the FX Basket comprised of Reference Currencies. The net impact of these changes determines the value of the Index on a daily basis.

The Index is maintained and calculated by Solactive AG and Solactive AG has licensed to the Sponsor an exclusive right to use the Index and associated marks in connection with the Fund and in accordance with the terms of the Index License Agreement. See “Risk Factors — Risks Related to the Fund’s Operations — Risks Related to the Service Providers — There are conflicts of interest among the Custodian, the Gold Delivery Provider, the Index Provider and their affiliates and the Fund.”

The daily price of gold in USD generally is the primary driver of Index returns. Historically, fluctuations in the price of the Reference Currencies have accounted for only a small portion of Index returns. Of course, such results are hypothetical based on back-testing of the Index and are not necessarily indicative of future results. The Index is not designed to simply reflect the price of spot trades in the Reference Currencies comprising the FX Basket (which per market convention assume delivery of the Reference Currencies). Rather, the Index assumes positions in the Reference Currencies comprising the FX Basket are rolled forward and not physically settled. The Index does this by entering on each Index Business Day into spot-next trades that are closed out on the next Index Business Day against spot transactions. The Index approximates the cost of entering into a spot-next trade by linearly interpolating the cost of that trade based on the WM/Reuters “SW — Spot Week (One Week)” forward rates and a spot transaction. The Spot Next Forward Points adjust the spot price to reflect the cost of rolling Reference Currency positions.

The performance of the Fund is expected to deviate slightly from the performance of the Index due to “tracking error”. This “tracking error” results primarily from the fees paid by the Fund to the Sponsor and to the Gold Delivery Provider.

Fund Shares

As with the Index, Fund Shares are intended to increase in value when the price of the Gold Bullion held by the Fund increases (as measured by the Gold Price) and/or when the price of the USD increases against the value of the Reference Currencies comprising the FX Basket. Fund Shares are intended to decrease in value when the value of the Gold Bullion held by the Fund decreases (as measured by the Gold Price) and/or when the price of the USD declines against the value of the Reference Currencies comprising the FX Basket. The net impact of these changes determines the value of the Fund on a daily basis. Although investors will purchase Shares of the Fund in USD, the Fund is designed to provide investors with the economic effect of holding gold in terms of the FX Basket comprised of the Reference Currencies, rather than the USD.

The Fund Is a Passive Investment Vehicle

The Fund is a passive investment vehicle and is designed to track the performance of the Index regardless of: (i) the price of gold or any Reference Currency; (ii) market conditions; and (iii) whether the Index is increasing or decreasing in value. The Fund’s holdings generally will consist entirely of Gold Bullion. Substantially all of the Fund’s Gold Bullion holdings are delivered by Authorized Participants in exchange for Fund Shares. The Fund will not hold any of the Reference Currencies. The Fund generally will not hold USDs (except from time to time in very limited amounts to pay Fund expenses). The Fund’s Gold Bullion holdings are not managed and the Fund does not have any investment discretion. Because the Fund generally holds only Gold Bullion (and not USDs or the Reference Currencies), the actual economic impact of changes in the value of the Reference Currencies against the USD from day to day can be reflected in the Fund only by moving an amount of Gold Bullion ounces of equivalent value into or out of the Fund on a daily basis. Therefore, the Fund will seek to track the performance of the Index by entering into a daily transaction with the Gold Delivery Provider as described herein.

The Gold Delivery Agreement

The terms of the daily transaction with the Gold Delivery Provider are set forth in a written contract between the Fund and the Gold Delivery Provider referred to as the “Gold Delivery Agreement.” Pursuant to the terms of the Gold Delivery Agreement, on each Business Day, the Fund enters into a transaction to deliver Gold Bullion to, or receive Gold Bullion from, the Gold Delivery Provider. The amount of Gold Bullion transferred approximates the performance of the Fund’s holdings of Gold Bullion as though they had been denominated in the FX Basket comprised of Reference Currencies in the proportions specified in the Index. In general, if there is a currency

gain ( i.e ., the value of the USD against the Reference Currencies comprising the FX Basket increases), the Fund receives Gold Bullion. In general, if there is a currency loss ( i.e. , the value of the USD against the Reference Currencies comprising the FX Basket decreases), the Fund delivers Gold Bullion. In this manner, the amount of the Gold Bullion held by the Fund will be adjusted to reflect the daily change in the value of the FX Basket comprised of Reference Currencies against the USD. The Gold Delivery Agreement requires Gold Bullion ounces equal to the value of the Gold Delivery Amount to be delivered to the custody account of the Fund or Gold Delivery Provider, as applicable. The Fund does not intend to enter into Gold Bullion transactions other than with the Gold Delivery Provider and except as described in the Gold Delivery Agreement (except that Authorized Participants will deliver or receive Gold Bullion from the Fund in connection with the purchase or redemption of Creation Units and the Fund will sell Gold Bullion to cover Fund expenses). Merrill Lynch International, in its role as Gold Delivery Provider acts as the counterparty of the Fund with respect to the Gold Delivery Agreement. See “Risk Factors — Risks Related to the Fund’s Operations — Risks Related to the Service Providers — There are conflicts of interest among the Custodian, the Gold Delivery Provider, the Index Provider and their affiliates and the Fund.”

The Sponsor

The Sponsor of the Trust and the Fund is WGC USA Asset Management Company, LLC, or “ WGC AM. ” The Sponsor is a Delaware limited liability company and was formed on August 1, 2014. Under the Delaware Limited Liability Company Act and the governing documents of the Sponsor, WGC (US) Holdings, Inc. (“WGCUS”), the sole member of the Sponsor, is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason of being the sole member of the Sponsor. WGC AM is wholly-owned by WGCUS, a corporation registered under Delaware law.

The Sponsor is responsible for establishing the Fund and for the registration of the Shares. The Sponsor will generally oversee the performance of the Fund’s principal service providers, but will not exercise day-to-day oversight over such service providers. The Sponsor will maintain a public website on behalf of the Fund, containing information about the Fund and the Shares. The Internet address of the Fund’s website will be http://www.spdrgoldshares.com. This Internet address is only provided here as a convenience to you, and the information contained on or connected to the Fund’s website is not considered part of this Prospectus. The general role and responsibilities of the Sponsor are discussed in greater detail under the section “The Declaration of Trust — The Sponsor.”

The Commodity Pool Operator (“CPO”)

WGC AM is the CPO of the Fund and has been registered in such capacity with the CFTC and a member of the NFA since August 19, 2015. The Sponsor has not previously operated any other pools or traded any other accounts. The CPO is, among other things, generally responsible for monitoring the Gold Delivery Provider’s calculation of Gold Bullion due to, or due from, the Fund under the Gold Delivery Agreement. The principals of the CPO are Gregory S. Collett, who serves as the Vice President of the CPO, Samantha McDonald, who serves as the Chief Financial Officer of the CPO, and WGC US Holdings Inc.

The Trustee

Delaware Trust Company, a Delaware trust company with trust powers, serves as the sole trustee of the Trust (the “Trustee”). The Trustee’s duties and liabilities with respect to the offering of the Shares and the management of the Trust and the Fund are limited to its express obligations under the Declaration of Trust. The general role and responsibilities of the Trustee are discussed in greater detail under the section “The Declaration of Trust — The Trustee.”

The Administrator

The Administrator of the Fund is BNY Mellon Asset Servicing, a division of The Bank of New York Mellon, or “BNYM”. The Administrator is generally responsible for the day-to-day administration and operation of the Fund, including the calculation of the NAV of the Fund and the NAV per Share. The general role and responsibilities of the Administrator are discussed in greater detail under the section “Description of Key Service Providers — The Administrator.”

The Transfer Agent

The Transfer Agent is BNYM. The Transfer Agent serves as the Fund’s transfer agent in connection with Creation and Redemption transactions of Shares and acts as the Fund’s distribution disbursing agent. The Transfer Agent receives and processes orders from Authorized Participants to create and redeem Creation Units and coordinates the processing of such orders with the Custodian and The Depository Trust Company, or “DTC.” The general role and responsibilities of the Transfer Agent are discussed in greater detail under the section “Description of Key Service Providers — The Transfer Agent.”

The Custodian (Cash Only)

The custodian of the Fund’s cash, if any, is BNYM. BNYM is generally responsible for establishing and maintaining one or more cash accounts for the Fund. BNYM also maintains books and records segregating the assets of the Fund from the assets of any other series of the Trust. The general role and responsibilities of BNYM as custodian of the Fund’s cash are discussed in greater detail under the section “Description of Key Service Providers — The Custodian (Cash Only).”

The Custodian

The Custodian is HSBC Bank plc. The Custodian is responsible for the safekeeping of the Gold Bullion held by the Fund. This includes (i) the Gold Bullion bars delivered to the Fund in connection with the creation of Creation Units by Authorized Participants and (ii) the Gold Bullion delivered to the Fund pursuant to the Gold Delivery Agreement. The Custodian also facilitates the transfer of Gold Bullion into and out of the Fund through Gold Bullion accounts it maintains for Authorized Participants, the Gold Delivery Provider and the Fund. The Custodian is a market maker, clearer and approved weigher under the rules of the London Bullion Market Association, or “LBMA.” In addition, the Custodian maintains insurance in support of its custodial obligations under the Allocated Bullion Account Agreement to help protect against the risk of loss for gold deposits; there can be no guarantee such insurance will be sufficient to cover all potential loss of gold deposits. The general role, responsibilities and regulation of the Custodian are further described in section “Description of Key Service Providers — The Custodian.” See also “Risk Factors — Risks Related to the Fund’s Operations — Risks Related to the Service Providers — There are conflicts of interest among the Custodian, the Gold Delivery Provider, the Index Provider or their affiliates and the Fund.”

The Gold Delivery Provider

The Gold Delivery Provider is Merrill Lynch International. The Gold Delivery Provider has entered into the Gold Delivery Agreement with the Fund.

The Marketing Agent

The Marketing Agent is State Street Global Markets, LLC. The Sponsor has entered into the Marketing Agent Agreement with the Marketing Agent to assist the Sponsor in marketing the Shares. The Marketing Agent is a registered broker-dealer with the SEC, and is a member of FINRA, the Municipal Securities Rulemaking Board, the NFA and the Boston Stock Exchange.

The Trust Is an Emerging Growth Company

The Trust expects to qualify as an “emerging growth company” subject to reduced public company reporting requirements under U.S. federal securities laws. The Trust has not elected to make use of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Jumpstart Our Business Startups Act of 2012, as amended, or the “JOBS Act.” This election is irrevocable. However, under the JOBS Act, emerging growth companies like the Trust are subject to reduced public company reporting requirements, as more fully described in the section “Risk Factors.”

The Trust expects to remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year on which the fifth anniversary of its initial public offering of Shares occurs, (ii) the last day of the fiscal year on which the Trust has annual gross revenues of $1 billion or more and (iii) the Trust becoming a “large accelerated filer” within the meaning of the Exchange Act. Other conditions that may trigger a loss of “emerging growth company” status, such as certain issuances of non-convertible debt, are not expected to apply to the Trust due to the limited nature of its operations.

FUND OBJECTIVE

Gold Bullion typically is priced and traded throughout the world in USDs. The Fund has been established as an alternative to traditional dollar-based gold investing. Although investors will purchase shares of the Fund with USDs, the Fund is designed to provide investors with the economic effect of holding gold in terms of a specific basket of Reference Currencies rather than the USD. The Reference Currencies are the euro, Japanese yen, British pound sterling, Canadian dollar, Swedish krona and Swiss franc. Specifically, the Fund seeks to track the performance of the Solactive GLD ^® Long USD Gold Index, less the expenses of the Fund’s operations. The Index is designed to represent the daily performance of a long position in physical gold and a short position in the FX Basket comprised of each of the Reference Currencies. It is designed to measure daily Gold Bullion returns as though an investor had invested in gold in terms of the FX Basket comprised of the Reference Currencies reflected in the Index. Accordingly, both the Index and the Fund seek to provide Gold Bullion returns as though an investor had invested in gold in terms of the FX Basket comprised of the Reference Currencies.

In general, the USD value of an investment in the Fund is expected to increase when both the price of gold goes up and the value of the USD increases against the value of the Reference Currencies comprising the FX Basket (as weighted in the Index). Conversely, the USD value of an investment, in general, is expected to decrease when the price of gold goes down and the value of the USD decreases against the value of the Reference Currencies comprising the FX Basket (as weighted in the Index). If the price of gold increases and the value of the USD decreases against the value of the Reference Currencies comprising the FX Basket, or vice versa, the net impact of these changes will determine the value of the Fund on a daily basis.

The Fund is a passive investment vehicle and is designed to track the performance of the Index regardless of (i) the value of gold or any Reference Currency; (ii) market conditions; and (iii) whether the Index is increasing or decreasing in value. The Fund’s holdings generally will consist entirely of gold. Substantially all of the Fund’s Gold Bullion holdings are delivered by Authorized Participants in exchange for Fund Shares. The Fund will not hold any of the Reference Currencies. The Fund generally will not hold USDs (except from time to time in very limited amounts to pay expenses). The Fund’s Gold Bullion holdings are not managed and the Fund does not have any investment discretion.

The Fund’s net asset value (“NAV”) goes up or down each Business Day based primarily on two factors. The first is the change in the price of gold measured in USDs from the prior Business Day. This drives the value of the Fund’s Gold Bullion holdings measured in USDs up (as gold prices increase) or down (as gold prices fall). The second is the change in the value of the Reference Currencies comprising the FX Basket against the USD

from the prior Business Day. This drives the value of the Fund’s Gold Bullion holdings measured in the Reference Currencies comprising the FX Basket up (when the value of the USD against the Reference Currencies comprising the FX Basket increases) or down (when the value of the USD against the Reference Currencies comprising the FX Basket declines). The value of gold and the Reference Currencies comprising the FX Basket are based on publicly available, transparent prices — for gold, the LBMA Gold Price AM; for currencies, the WMR Fix.

Because the Fund generally holds only Gold Bullion (and not USDs or the Reference Currencies), the actual economic impact of changes to the value of the Reference Currencies against the USD from day to day can be reflected in the Fund only by moving an amount of Gold Bullion ounces of equivalent value in or out of the Fund. Therefore, the Fund will seek to track the performance of the Index by entering into a transaction each Index Business Day with the Gold Delivery Provider. The terms of this transaction are set forth in a written contract between the Fund and the Gold Delivery Provider referred to as the “Gold Delivery Agreement.” Pursuant to the terms of the Gold Delivery Agreement, the Fund enters into a transaction to deliver Gold Bullion to, or receive Gold Bullion from, the Gold Delivery Provider each Business Day. The amount of Gold Bullion transferred approximates the performance of the Fund’s holdings of Gold Bullion as though they had been denominated in the Reference Currencies comprising the FX Basket in the proportions in which the Reference Currencies comprising the FX Basket are reflected in the Index. In general, if there is a currency gain ( i.e ., the value of the USD against the Reference Currencies comprising the FX Basket increases), the Fund receives Gold Bullion. In general, if there is a currency loss ( i.e., the value of the USD against the Reference Currencies comprising the FX Basket decreases), the Fund delivers Gold Bullion. In this manner, the amount of Gold Bullion held by the Fund will be adjusted to reflect the daily change in the value of the Reference Currencies comprising the FX Basket against the USD. The Gold Delivery Agreement requires Gold Bullion ounces equal to the value of the Gold Delivery Amount to be delivered to the custody account of the Fund or Gold Delivery Provider, as applicable.

The Fund does not intend to enter into any other Gold Bullion transactions other than with the Gold Delivery Provider as described in the Gold Delivery Agreement (except that Authorized Participants will deliver or receive Gold Bullion from the Fund in connection with the purchase or redemption of Creation Units and the Fund will sell Gold Bullion to cover Fund expenses), and the Fund does not intend to hold any Reference Currency or enter into any currency transactions.

The Reference Currencies consist of the euro, Japanese yen, British pound sterling, Canadian dollar, Swedish krona and Swiss franc (each of which is measured against USDs).

Potential advantages of investing in the Shares include:

•

Ease and Flexibility of Investment. The Shares are listed and traded on NYSE Arca and provide institutional and retail investors with indirect access to the Gold Bullion market referenced in terms of the FX Basket comprised of the Reference Currencies. The Shares may be bought and sold on NYSE Arca and other securities exchanges like other exchange-listed securities. Retail investors may purchase and sell Shares through traditional brokerage accounts or other investment accounts. Through a single transaction, the Shares permit investors to achieve exposure to bullion and the specified Reference Currencies reflected in the Index. Unlike a dollar-denominated direct investment in gold or a dollar-denominated investment in a gold exchange-traded fund which does not provide exposure to a non-U.S. currency, an investor in the Fund is not required to engage in foreign exchange transactions in order to get exposure to gold in terms of the FX Basket comprised of the Reference Currencies. Instead, an investor can gain such exposure through a single transaction, thereby avoiding the difficulty of engaging in such foreign exchange transactions.

•

Expenses. The Sponsor expects that, for many investors, costs associated with buying and selling the Shares in the secondary market and the payment of the Trust’s ongoing expenses will be lower than the combined

costs associated with (i) buying and selling Gold Bullion and storing and insuring Gold Bullion in a traditional allocated account, and (ii) entering into foreign exchange transactions to get exposure to gold in terms of the FX Basket comprised of the Reference Currencies.

•

Reduced Counterparty Risk. Unlike a product that derives its exposure by entering into unsecured or partially secured derivative transactions for substantial periods of time, the Fund will get exposure to gold in Reference Currency terms through the Gold Delivery Agreement. Under normal circumstances Gold Bullion typically is delivered to the Fund by the Gold Delivery Provider on a T+2 basis, the standard settlement cycle for Gold, and therefore the Fund’s counterparty risk pursuant to the Gold Delivery Agreement generally is limited to two days of changes in the price of the Reference Currencies comprising the FX Basket against the U.S. Dollar. Historically, changes in the price of the Reference Currencies have accounted for only a small portion of Index returns, typically less than 1% on any day (though this may vary depending on market conditions). Consequently, under normal circumstances the Sponsor anticipates that the failure by the Gold Delivery Provider to settle its obligations on a T+2 basis generally would have no more than a 1 or 2 percent impact on the price of the Fund on any given day. However, under unusual circumstances, such as during periods of significant economic stress or volatility, fluctuations in the prices of one or more Reference Currencies could have a more significant impact on the price of the Fund and counterparty risk would therefore be potentially more significant. Of course, such results are hypothetical based on back-testing of the Index and there can be no guarantee these historical correlations will continue.

•

Portfolio Diversification. Gold has historically been seen as a potential portfolio diversifier in times of market stress. The Shares may help to diversify an investor’s portfolio because historically the Index has exhibited low to negative correlation with both equities and conventional bonds. Of course, such results are hypothetical based on back-testing of the Index and are not necessarily indicative of future results.

•

Transparency. The pricing of the Shares is transparent because Share prices will be published by the Listing Exchange and on the Sponsor’s website at http://www.spdrgoldshares.com and, unlike other products that seek to provide investors with the performance of gold in terms of foreign currencies by engaging in active management to get foreign currency exposure, the Fund follows a passive index. The Index values and other key information about the Index will be publicly available.

Investing in the Shares does not insulate the investor from certain risks, including price volatility. See “Risk Factors.”

An investor who purchases the Shares will not be liable for obligations of this Commodity Pool in excess of the amount of the investor’s investment in the Shares.

THE POOL HAS NOT COMMENCED TRADING YET AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

THIS POOL OPERATOR HAS NOT PREVIOUSLY OPERATED ANY OTHER POOLS OR TRADED ANY OTHER ACCOUNTS.

GREGORY S. COLLETT HAS NOT OPERATED TRADING PROGRAMS COMPARABLE TO THE FUND WITHIN THE PRIOR FIVE YEARS AND, THEREFORE, THERE ARE NO PERFORMANCE DISCLOSURES RELATING TO HIS TRADING HISTORY. NEITHER SAMANTHA MCDONALD NOR WGC US HOLDINGS INC. HAS OPERATED TRADING PROGRAMS COMPARABLE TO THE FUND PREVIOUSLY; THEREFORE, THERE ARE NO PERFORMANCE DISCLOSURES RELATING TO THEIR TRADING HISTORY.

BREAKEVEN POINT PER UNIT OF INITIAL INVESTMENT

In order for a hypothetical investment in a Share to break even 12 months after issuance, assuming a selling price of $ (the price at which the Fund will sell Shares to the Initial Purchasers), the investment would have to generate % return or $ . See “Breakeven Analysis”.

OPERATION OF THE FUND

The following chart provides a simplified depiction of the operation of the Fund. Specifically, the chart illustrates that the Fund will operate in the following manner: (1) Shares of the Fund will be listed on a stock exchange and investors will buy and sell Shares of the Fund through broker-dealers and other intermediaries; (2) Authorized Participants will buy and sell Shares in the secondary market, largely in response to changing demand for Fund Shares; (3) Authorized Participants will create and redeem Shares for Gold Bullion at the NAV per Share; and (4) the Gold Delivery Provider will make and take delivery of Gold Bullion to and from the Fund to reflect changes in the value of the Fund’s Gold Bullion holdings in terms of the FX Basket comprised of the Reference Currencies.

LOGO

PRINCIPAL OFFICES

The Fund’s office is located at 685 Third Avenue, 27th Floor, New York, New York 10017 and its telephone number is 212-317-3800. The Sponsor’s office is located at 685 Third Avenue, 27th Floor, New York, New York 10017 and its telephone number is 212-317-3800. The Trustee’s office is located at 2711 Centerville Rd, Suite 400, Wilmington, DE 19808. The Administrator’s office is located at 2 Hanson Place, Brooklyn, New York 11217. The Transfer Agent’s office is located at 2 Hanson Place, Brooklyn, New York 11217. The Custodian’s office is located at 8 Canada Square, London, E14 5HQ, United Kingdom. The Gold Delivery Provider’s office is located at Merrill Lynch International, 2 King Edward Street, London, EC1A 1HQ, United Kingdom. The Marketing Agent’s office is located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

The Offering

Offering

The Shares represent units of fractional undivided beneficial interest in and ownership of the Fund.

Use of Proceeds

Proceeds received by the Fund from the issuance and sale of Creation Units, including the Creation Units issued to the Initial Purchasers, will consist of Gold Bullion deposits. During the life of the Fund such proceeds will only be (1) held by the Fund, (2) transferred by the Fund to or from the Gold Delivery Provider pursuant to the Gold Delivery Agreement, (3) disbursed or sold as needed to pay the Fund’s ongoing expenses and (4) distributed to Authorized Participants in connection with the redemption of Creation Units. See the section “Description of Key Service Providers — The Gold Delivery Provider and the Gold Delivery Agreement” for more details.

Proposed NYSE Arca Symbol

GLDW

CUSIP

Creation and Redemption

The Fund expects to issue and redeem the Shares from time to time, but only in large aggregations of Shares (as of the date of this Prospectus, 10,000 Shares) referred to as Creation Units. Creation Units may be created or redeemed only by Authorized Participants. The creation and redemption of Creation Units require the delivery to the Fund or the distribution by the Fund of the amount of Gold Bullion represented by the Creation Units being created or redeemed. The dollar amount of a Creation Unit is a function of the NAV of the number of Shares included in the Creation Unit. The initial amount of Gold Bullion required for deposit with the Fund to create Shares is 1,000 ounces per Creation Unit. The number of ounces of Gold Bullion required to be delivered in exchange for a Creation Unit, or to be delivered by the Fund upon the redemption of a Creation Unit, will increase or decrease depending on (i) fluctuations in the price of gold and (ii) fluctuations in the value of the USD relative to the value of the Reference Currencies reflected in the Index. Authorized Participants will pay a transaction fee for each order to create or redeem Creation Units. Authorized Participants may sell the Shares included in the Creation Units they create to other investors. See the section “Operation of the Fund — Creation and Redemption of Shares” for more details.

Net Asset Value

The NAV of the Fund is the aggregate value of the Fund’s assets less its liabilities (which include estimated accrued but unpaid fees and expenses). The NAV of the Fund is calculated based on the price of gold per ounce applied against the number of ounces of gold owned by the Fund. For purposes of calculating NAV, the number of ounces of gold owned by the Fund (i) is adjusted up or down on a daily basis as set forth in the Gold Delivery Agreement to reflect the Gold

Delivery Amount; and (ii) reflects the amount of gold delivered into (or out of) the Fund on a daily basis by Authorized Participants creating and redeeming Shares. Except as otherwise described herein, in determining the NAV of the Fund, the Administrator generally will value the Gold Bullion held by the Fund on the basis of the LBMA Gold Price AM. If no LBMA Gold Price AM is made on a particular evaluation day or if the LBMA Gold Price AM has not been announced by 12:00 p.m. New York time on a particular evaluation day (including a Business Day that is not an Index Business Day), the next most recent LBMA Gold Price AM is used in the determination of the NAV of the Fund, unless the Sponsor determines that such price is inappropriate to use as the basis for such determination. If the Sponsor determines that such price is inappropriate to use, it shall identify an alternate basis for evaluation of the Gold Bullion held by the Fund.

Although the Fund will not hold the Reference Currencies, the Gold Delivery Provider generally will value the Reference Currencies based on the rates in effect as of the WMR FX Fixing Time, which is generally 9:00 AM London Time, though other pricing sources may be used if this rate is delayed. The Administrator will determine the NAV of the Fund on each Business Day as of 12:00 PM New York Time.

The Administrator will also determine the NAV per Share, which equals the NAV of the Fund, divided by the number of outstanding Shares.

Purchases and Sales in the Secondary Market

The Shares of the Fund are expected to be listed on NYSE Arca and traded on NYSE Arca and other national securities exchanges.

Creation Units of Shares in the Fund may be created or redeemed only by Authorized Participants. It is expected that Creation Units in the Fund will be created when there is sufficient demand for Shares in the Fund as when, for example, the market price per Share is at a premium to the NAV per Share. Authorized Participants are expected to sell such Shares to the public at prices that are expected to reflect, among other factors, the intra-day value of gold and the FX Basket comprised of the Reference Currencies and the supply of and demand for Shares at the time of sale. Similarly, it is expected that Creation Units in the Fund will be redeemed when the market price per Share of such Fund is at a discount to the NAV per Share. Retail investors seeking to purchase or sell Shares on any day are expected to effect such transactions in the secondary market, on NYSE Arca or other national securities exchanges, at the market price per Share, rather than in connection with the creation or redemption of Creation Units.

The market price of the Shares of the Fund is not identical to the end-of-day NAV per Share. However, the market price per Share is expected to be close to the intra-day value of the Fund, which will be provided on the Fund’s website at http://www.spdrgoldshares.com. Investors are able to use the indicative intra-day value per Share as a

reference to help determine if they want to purchase or sell Shares in the secondary market. The indicative intra-day value per Share of the Fund is based on the prior day’s final NAV, adjusted four times per minute throughout the trading day to reflect the continuous estimated price changes of the Fund’s investments in gold and the value of the Reference Currencies to provide a continuously updated estimated NAV per Share. Retail investors may purchase and sell Shares through traditional brokerage accounts or other intermediaries. Purchases or sales of Shares may be subject to customary brokerage commissions and other transaction charges. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

Fund Expenses

The Fund’s only ordinary recurring expenses are expected to be the Sponsor’s annual fee of 0.33% of the NAV of the Fund and the Gold Delivery Provider’s annual fee of 0.17% of the NAV of the Fund, each of which accrue daily and are payable by the Fund monthly in arrears, so that the Fund’s total annual expense ratio will be equal to 0.50%. Fund expenses will reduce the NAV of the Fund.

Sponsor Fees

The Sponsor will receive an annual fee equal to 0.33% of the daily NAV of the Fund. The Sponsor’s compensation is paid in consideration of the Sponsor’s (i) services under the Sponsor Agreement and the Declaration of Trust and (ii) the payment by the Sponsor of the ordinary fees and expenses of the Fund, including but not limited to, the fees charged by the Administrator, the Custodian, the Index Provider, the Marketing Agent and the Trustee. The Sponsor shall not be required to pay any extraordinary expenses not incurred in the ordinary course of the Fund’s business. Extraordinary expenses are fees and expenses which are unexpected or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the Funds. In addition, the Sponsor shall not be required to pay any charges, fees, transaction or other costs in connection with any gold delivery agreement or ISDA agreement in connection with the delivery of Gold to or from the Fund. Routine operational, administrative and other ordinary expenses are not deemed extraordinary expenses.

Gold Delivery Agreement

The Gold Delivery Agreement is an agreement between the Fund and the Gold Delivery Provider pursuant to which Gold is delivered to or from the Fund to reflect the Fund’s currency gains and losses. The amount of Gold Bullion transferred essentially will be equivalent to the Fund’s profit or loss as if the Fund had exchanged the Reference Currencies comprising the FX Basket, in the proportion in which they are reflected in the Index, for USDs in an amount equal to the Fund’s holdings of Gold Bullion on such day. In general, if there is a currency gain ( i.e. , the value of the USD against the Reference Currencies comprising the FX Basket increases), the Fund will

receive Gold Bullion. In general, if there is a currency loss ( i.e. , the value of the USD against the Reference Currencies comprising the FX Basket decreases), the Fund will deliver Gold Bullion. In this manner, the amount of Gold Bullion held by the Fund will be adjusted to reflect the daily change in the value of the Reference Currencies comprising the FX Basket against the USD.

Voting Rights

Shareholders have no voting rights except as the Sponsor may consider desirable and so authorize in its sole discretion.

Termination Events

The Sponsor may terminate and liquidate the Fund or the Trust for any reason in its sole discretion. The Sponsor would likely terminate and liquidate the Fund if one of the following events occurs:

•

DTC, the securities depository for the Shares, is unwilling or unable to continue as the securities depository for the Shares and the Sponsor determines that no suitable replacement is available;

•

The Shares are de-listed from NYSE Arca and are not listed for trading on another U.S. national securities exchange within five Business Days from the date the Shares are de-listed; or

•

The Trust fails to qualify for treatment, or ceases to be treated, for U.S. federal income tax purposes, as a grantor trust.

For additional information relating to resignation of the Custodian, termination of the Index License Agreement and termination of the Gold Delivery Agreement, see “Risk Factors — Risks Relating to the Fund’s Operations — Risks Related to the Custodian — Resignation of the Custodian would likely lead to the termination of the Fund if no successor is appointed,” “Risk Factors — Risks Related to the Fund’s Operations — Risks Relating to the Fund — Loss of intellectual property rights related to the Fund, or competing claims over ownership of those rights, could adversely affect the Fund and an investment in the Shares” and “Risk Factors — Risks Related to the Fund’s Operations — Risks Relating to the Gold Delivery Provider,” respectively.

Upon the termination of the Fund, the Sponsor will, within a reasonable time after the termination of the Fund, sell all of the Gold Bullion not already distributed to Authorized Participants redeeming Creation Units, if any, and, after paying or making provision for the Fund’s liabilities, distribute the proceeds to the Shareholders. See “The Declaration of Trust — Termination of the Trust.”

Authorized Participants

Creation Units may be created or redeemed only by Authorized Participants. Each Authorized Participant must (1) be a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) be a DTC Participant,

(3) have entered into an agreement to create and redeem Fund Shares, referred to as a “Participant Agreement,” and (4) have established an unallocated Gold Bullion account with the Custodian, or the Authorized Participant Unallocated Account. The Participant Agreement provides the procedures for the creation and redemption of Creation Units and for the delivery of Gold Bullion required for such creations or redemptions. A list of the current Authorized Participants can be obtained from the Administrator or the Sponsor. See “Creation and Redemption of Shares” for more details.

Clearance and Settlement

The Shares will be evidenced by global certificates that the Trust issues to DTC. The Shares are available only in book-entry form. Shareholders may hold their Shares through DTC, if they are DTC Participants, or indirectly through entities that are DTC Participants.

SUMMARY OF FINANCIAL CONDITION

As of the initial seed date of the Fund on , 2016, the NAV of the Fund, which is based on the value of the Gold Bullion deposited into the Fund in exchange for the Seed Creation Units, was $ and the NAV per Share was $ . See “Statement of Financial Condition” elsewhere in this Prospectus. The NAV of the Fund on the initial seed date does not reflect the change in value of the Reference Currencies from day to day and is based solely on the U.S. dollar price of the Fund’s Gold Bullion on such seed date. These changes are reflected beginning on the second day of the Fund’s operations.

Risk Factors

You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included in this Prospectus, including the Fund’s financial statements and the related notes.

RISKS RELATED TO AN INVESTMENT IN SHARES

RISKS RELATED TO GOLD AND THE FX BASKET COMPRISED OF THE REFERENCE CURRENCIES

The value of the Shares relates directly to the value of the gold and the value of the Reference Currencies against the USD comprising the FX Basket. Fluctuations in the price of gold and/or the value of the Reference Currencies comprising the FX Basket could materially adversely affect an investment in the Shares.

The Shares are designed to closely mirror the performance of the price of gold in terms of the Reference Currencies comprising the FX Basket, and the value of the Shares relates directly to the value of the gold and the value of the Reference Currencies against the USD comprising the FX Basket, less the Fund’s liabilities (including estimated accrued expenses). The price of gold and the price of each Reference Currency against the USD comprising the FX Basket have fluctuated widely in the past.

Several factors may affect the price of gold, including but not limited to:

•

Global gold supply and demand, which is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing countries such as South Africa, China, the United States and Australia.

•

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

•

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.

•

Global or regional political, economic or financial events and situations.

•

Investors’ expectations with respect to the rate of inflation.

•

Currency exchange rates.

•

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.

•

Investment and trading activities of hedge funds and commodity funds.

•

Investor confidence.

If gold markets continue to be subject to sharp fluctuations, this may result in potential losses if you need to sell your Shares at a time when the price of gold is lower than it was when you made your investment. Even if you are able to hold Shares for the long-term, you may never experience a profit, since gold markets have historically experienced extended periods of flat or declining prices, in addition to sharp fluctuations.

In addition, investors should be aware that there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold declines, the Sponsor expects the value of an investment in the Shares to decline proportionately.

Several factors may affect the value of the Reference Currencies comprising the FX Basket or the USD and, in turn, the amount of Gold Bullion to be transferred in and out of the Fund pursuant to the Gold Delivery Agreement, including, but not limited to:

•

Debt level and trade deficit of the U.S. and the relevant non-U.S. countries;

•

Inflation rates of the United States and the relevant non-U.S. countries and investors’ expectations concerning inflation rates;

•

Interest rates of the United States and the relevant non-U.S. countries and investors’ expectations concerning interest rates;

•

Global or regional political, economic or financial events and situations;

•

Sovereign action to set or restrict currency conversion;

•

Monetary policies and other related activities of central banks within the U.S. and other relevant foreign markets; and

•

Global investment and spending patterns.

These factors interrelate in complex ways. The effect of one factor on the market value of the Fund may offset or enhance the effect of another factor. Daily increases in the value of the Reference Currencies comprising the FX Basket against the USD will negatively impact the daily performance of Shares of the Fund. Conversely, daily decreases in the value of the Reference Currencies comprising the FX Basket against the USD will positively impact the daily performance of Shares of the Fund.

Future governmental decisions may have a significant impact on the price of gold and the value of the Reference Currencies comprising the FX Basket, which may result in a significant decrease or increase in the value of the net assets and the net asset value of the Fund.

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 a 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 Fund.

Governmental intervention with respect to a particular country’s currency can have a significant impact on the value of such currency. For example, in July 2005, the Chinese government began to permit the Renminbi to float against the USD, which was a shift from the country’s previous policy to the managed floating exchange rate regime, which is still in effect. Moreover, even after shifting to the managed floating exchange rate regime, the People’s Bank of China continues to intervene in the foreign exchange market by buying USDs against the Renminbi. In addition, countries may also devalue their currency. Venezuela, for example, devalued its currency, the Venezuelan bolívar, in 2010, 2013 and 2014. It cannot be predicted whether governmental intervention regarding a country’s currency will occur, and in cases in which it does occur, it is unknown what impact the intervention will have on a country’s currency. China and Venezuela are used as examples only; neither the Renminbi nor the Venezuelan bolívar is a Reference Currency.

The sale of the Fund’s Gold Bullion to pay expenses at a time of low gold prices or at a time when the value of a Reference Currency is increasing against the USD could adversely affect the value of the Shares.

The Sponsor will sell Gold Bullion to pay Fund expenses on an as-needed basis irrespective of then-current gold prices or currency valuations. The Fund is not actively managed and no attempt will be made to buy or sell gold

to protect against or to take advantage of fluctuations in the price of gold or the value of currencies. Consequently, the Fund’s gold may be sold or delivered out of the Fund at a time when the gold price is low, or at a time when the value of a Reference Currencies comprising the FX Basket is increasing against the USD, resulting in a negative effect on the value of the Shares.

DERIVATIVES RISK

As described in “Description of Key Service Providers — The Gold Delivery Provider and The Gold Delivery Agreement”, the Gold Delivery Agreement comes within the CEA’s definition of a “swap” as set forth in Section 1a(47) of the CEA and the rules promulgated thereunder. As a result, the transactions pursuant to the Gold Delivery Agreement may be deemed a commodity interest under the CEA and a “swap” for these purposes. Based on this analysis, the approximate percentage of the Fund’s assets subject to treatment as commodity interests is potentially 100%. However, this amount is expected to be much lower on a daily basis as only a small percentage of the Fund’s assets (i.e., the amount equivalent to the change in value of the Reference Currencies comprising the FX Basket against the USD) would move into or out of the Fund on any day pursuant to the Gold Delivery Agreement.

Because the Gold Delivery Agreement and the transactions contemplated by the Gold Delivery Agreement come within the CEA’s “swap” definition, the Fund would be subject to the jurisdiction of the CFTC. The Gold Delivery Agreement is a negotiated, bilateral contract for delivery of physical Gold Bullion; it will not be traded on an organized exchange and the Gold Bullion delivered pursuant to the Gold Delivery Agreement will not be cleared by a clearing organization. Pursuant to the Gold Delivery Agreement, the Gold Delivery Provider determines the notional exposure for each Reference Currency comprising the FX Basket based upon their respective Index weights. As a result, regulatory, counterparty and foreign currency risks arise by entering into the Gold Delivery Agreement.

REGULATORY DEVELOPMENTS

Regulatory developments, including the adoption and implementation of new legislation, may cause changes to the Fund’s operations and profitability. Market participants in the U.S. derivatives markets, and the markets themselves, are subject to comprehensive regulation by the CFTC and self-regulatory organizations, such as the NFA. Future regulatory developments could cause changes to the Fund’s ability to implement its investment strategies. The regulation of swap transactions in the U.S. is a rapidly changing area of law and is subject to further developments by government and judicial action. It is impossible to predict the impact of any future regulatory change on the Fund, but a regulatory change could be substantial and adverse to the Fund.

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), signed into law on July 21, 2010, the regulation of derivatives has significantly changed. Title VII of the Dodd-Frank Act establishes a new legal framework for OTC derivatives, which has significantly increased the CFTC’s and SEC’s authority over U.S. derivatives markets and market participants. For example, the Dodd-Frank Act mandates that certain swaps be traded on a designated contract market or swap execution facility and cleared by a derivatives clearing organization. In addition, swap dealers are subject to a comprehensive registration scheme and regulation. The Dodd-Frank Act also requires that all bilateral swaps be transacted only by parties that qualify as eligible contract participants (“ECPs”). For the Fund to qualify as an ECP the Sponsor must be registered as a CPO and the Fund must have total assets exceeding $10,000,000 at the time that it enters into any swap to comply with regulatory requirements pertaining to swaps. Although the CFTC and SEC, as well as other federal regulators, responsible for promulgating rules to implement the Dodd-Frank Act have adopted many final rules that are in effect, the full impact of the Dodd-Frank Act remains uncertain.

COUNTERPARTY RISKS

The Fund may be subject to counterparty risks. To achieve the Fund’s investment objectives, the Fund will enter into the Gold Delivery Agreement, which falls within the CEA’s definition of “swap”. Swap agreements are

generally traded in over-the-counter (“OTC”) markets and have only recently become subject to regulation by the CFTC. The CFTC’s rules governing swaps do not cover all types of swap agreements in their entirety. For example, the Gold Delivery Agreement is not subject to the requirement that it be traded on a designated contract market or swap execution facility, or cleared by a derivatives clearing organization. As a result, investors may not receive the protection of the CEA or the CFTC’s regulations in connection with the Gold Delivery Agreement. The lack of regulation in these markets could expose investors to significant losses under certain circumstances, including in the event of insolvency by participants or trading abuse.

The Fund will be subject to counterparty credit risk with respect to the Gold Delivery Provider. A counterparty to an uncleared swap is generally a single financial institution rather than a derivatives clearing organization, as is the case with futures contracts. A single counterparty introduces credit risk to the Fund. For example, if the Gold Delivery Provider becomes insolvent, terminates the Gold Delivery Agreement or otherwise becomes unable to perform its obligations under the Gold Delivery Agreement, the Fund could suffer significant losses, and the value of an investor’s investment may decline, while the Fund searches for a new counterparty to perform similar obligations as the Gold Delivery Provider.

The Gold Delivery Agreement is less liquid than a futures contract because it is not traded on an exchange, does not have uniform terms and conditions, and, generally, is entered into based upon the creditworthiness of the parties and not transferable without the consent of the other counterparty. The Gold Delivery Agreement contains various conditions, covenants, representations, events of default and termination events. If a party triggers certain events or defaults on certain terms of the Gold Delivery Agreement, then the other party could terminate the Gold Delivery Agreement. In that event, it may not be possible for the Fund to enter into another swap agreement or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of the Fund’s benchmark reverses all or part of its intraday move by the end of the day.

The Gold Delivery Provider and/or any of its affiliates may be an Authorized Participant or shareholder of the Fund, subject to applicable law.

FOREIGN CURRENCY RISK

Foreign currency exchange rates may fluctuate significantly over short periods of time and can be unpredictably affected by political developments or government intervention. The value of the foreign currencies included in the FX Basket may be impacted by several factors, including: monetary policies of central banks within the relevant foreign countries or markets; global or regional economic, political or financial events; inflation or interest rates of the relevant foreign countries and investor expectations concerning inflation or interest rates; debt levels and trade deficits of the relevant foreign countries.

RISKS RELATED TO GOLD

An adverse development may lead to a decrease in Gold Bullion trading prices.

An adverse development with respect to one or more factors such as global gold supply and demand, investors’ inflation expectations, exchange rate volatility and interest rate volatility may lead to a decrease in Gold Bullion trading prices. A decline in prices of gold would have a negative impact on the net asset value of the Fund.

Substantial sales of gold by the official sector could adversely affect an investment in the Shares.

The official sector consists of central banks, other governmental agencies and multi-lateral institutions that buy, sell and hold gold as part of their reserve assets. The official sector holds a significant amount of gold, most of which is static, meaning that it is held in vaults and is not bought, sold, leased or swapped or otherwise mobilized in the open market. Since 1999, most sales have been made in a coordinated manner under the terms of the

Central Bank Gold Agreement, as amended, under which 18 of the world’s major central banks (including the European Central Bank) agree to limit the level of their gold sales and lending to the market. See “Overview of The Gold Industry — Sources of Gold Supply” for more details. In the event that future economic, political or social conditions or pressures require members of the official sector to liquidate their gold assets all at once or in an uncoordinated manner, the demand for gold might not be sufficient to accommodate the sudden increase in the supply of gold to the market. Consequently, the price of gold could decline significantly, which would adversely affect an investment in the Shares.

Crises may motivate large-scale sales of gold which could decrease the price of gold and adversely affect an investment in the Shares.

The possibility of large-scale distress sales of gold in times of crisis may have a negative impact on the price of gold and adversely affect an investment in the Shares. For example, the 2008 financial credit crisis resulted in significantly depressed prices of gold largely due to forced sales and deleveraging by institutional investors such as hedge funds and pension funds. Crises in the future may impair gold’s price performance which would, in turn, adversely affect an investment in the Shares.

Purchasing activity in the gold market associated with the delivery of Gold Bullion to the Fund in exchange for Creation Units may cause a temporary increase in the price of gold. This increase may adversely affect an investment in the Shares.

Purchasing activity associated with acquiring the Gold Bullion required for deposit into the Fund in connection with the creation of Creation Units may temporarily increase the market price of gold, which would likely result in higher prices for the Shares. Temporary increases in the market price of gold may also occur as a result of the purchasing activity of other market participants. Other market participants may attempt to benefit from an increase in the market price of gold that may result from increased purchasing activity of gold connected with the issuance of Creation Units. Consequently, the market price of gold may decline immediately after Creation Units are created. If the price of gold declines, it will have a negative impact on the value of the Shares.

The price of gold may be affected by the sale of gold by exchange traded funds, or ETFs, or other exchange traded vehicles tracking gold markets.

To the extent existing ETFs, or other exchange traded vehicles tracking gold markets, represent a significant proportion of demand for physical Gold Bullion, large redemptions of the securities of these ETFs or other exchange traded vehicles could negatively affect physical Gold Bullion prices and the price and NAV of the Shares.

The value of the Gold Bullion held by the Fund will be determined using the recently established LBMA Gold Price AM. Potential discrepancies in the calculation of the LBMA Gold Price AM, as well as any future changes to the LBMA Gold Price AM, could impact the value of the Gold Bullion held by the Fund and could have an adverse effect on the value of a methodology used to calculate the investment in the Shares.

The LBMA Gold Price is determined twice each Business Day (10:30 a.m. and 3:00 p.m. London time) by the participants in a physically settled, electronic and tradable auction administered by the IBA. The IBA oversees a bidding process that determines the price of gold by matching buy and sell orders submitted by the participants for the applicable auction time. The NAV of the Fund is determined each day that the Fund’s principal market, NYSE Arca, is open for regular trading, based on the price of gold per ounce applied against the number of ounces of gold owned by the Fund. In determining the Fund’s NAV, the Administrator generally will value the Gold Bullion held by the Fund using the 10:30 a.m. LBMA Gold Price, which is commonly referred to as the LBMA Gold Price AM. If no LBMA Gold Price AM is made on a particular evaluation day or if the LBMA Gold Price AM has not been announced by 12:00 p.m. New York time on a particular evaluation day (including a

Business Day that is not an Index Business Day), the next most recent LBMA Gold Price AM is used in the determination of the NAV of the Fund, unless the Sponsor determines that such price is inappropriate to use as the basis for such determination. While the Trust, the Sponsor, and the Trustee do not participate in establishing the LBMA Gold Price AM, an affiliate of the Custodian, HSBC Bank USA NA, is a direct participant in establishing the LBMA Gold Price AM. The LBMA Gold Price AM replaced the London AM Gold Fix on March 20, 2015 and is expected to become a widely used benchmark for daily gold prices.

In the event that the LBMA Gold Price AM does not prove to be an accurate benchmark, and the LBMA Gold Price AM varies materially from the price determined by other mechanisms, the NAV of the Fund and the value of an investment in the Shares could be adversely impacted. The LBMA Gold Price AM is a new benchmark. Any future developments in the benchmark, to the extent they have a material impact on the LBMA Gold Price AM, could adversely impact the NAV of the Fund and the value of an investment in the Shares. Further, the calculation of the LBMA Gold Price AM is not an exact process. Rather it is based upon a procedure of matching orders from participants in the auction process and their customers to sell gold with orders from participants in the auction process and their customers to buy gold at particular prices. The LBMA Gold Price AM does not therefore purport to reflect each buyer or seller of gold in the market, nor does it purport to set a definitive price for gold at which all orders for sale or purchase will take place on that particular day or time. All orders placed into the auction process by the participants will be executed on the basis of the price determined pursuant to the LBMA Gold Price AM auction process (provided that orders may be cancelled, increased or decreased while the auction is in progress). It is possible that electronic failures or other unanticipated events may occur that could result in delays in the announcement of, or the inability of the system to produce, an LBMA Gold Price AM on any given date. Furthermore, if a perception were to develop that the new LBMA Gold Price AM is vulnerable to manipulation attempts, or if the proceedings surrounding the determination and publication of the LBMA Gold Price AM were seen by the markets as unfair, biased or otherwise compromised, the behavior of investors and traders in gold may change, and those changes may have an effect on the price of gold (and, consequently, the value of the Shares). In any of these circumstances, the intervention of extraneous events disruptive of the normal interaction of the supply and demand of gold at any given time may result in distorted prices and losses on an investment in the Shares that, but for such extraneous events, might not have occurred.

If concerns about the integrity or reliability of the LBMA Gold Price AM arise, even if eventually shown to be without merit, such concerns could adversely affect investor interest in gold and therefore adversely affect the price of gold and the value of an investment in the Shares. Because the NAV of the Fund is determined using the LBMA Gold Price AM, discrepancies in or manipulation of the calculation of the LBMA Gold Price AM could have an adverse impact on the value of an investment in the Shares. Furthermore, any concern about the integrity or reliability of the pricing mechanism could disrupt trading in gold and products using the LBMA Gold Price AM, such as the Shares. In addition, these concerns could potentially lead to both changes in the manner in which the LBMA Gold Price AM is calculated and/or the discontinuance of the LBMA Gold Price AM altogether. Each of these factors could lead to less liquidity or greater price volatility for gold and products using the LBMA Gold Price AM, such as the Shares, or otherwise could have an adverse impact on the trading price of the Shares.

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

The Fund invests only in gold. As a result, the Fund’s holdings are not diversified. Accordingly, the Fund’s net asset value may be more volatile than another investment vehicle with a more broadly diversified portfolio and may fluctuate substantially over short or long periods of 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 Fund 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 Fund. Investors should review closely the objective and strategy and redemption provisions of the Fund, as discussed herein, and familiarize themselves with the risks associated with an investment in the Fund.

An investment in the Shares may be adversely affected by competition from other methods of investing in gold.

The Fund 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 Fund. Market and financial conditions, and other conditions beyond the Sponsor’s control, may make it more attractive to invest in other financial vehicles or to invest in gold directly, which could limit the market for the Shares and reduce the liquidity of the Shares.

RISKS RELATED TO THE REFERENCE CURRENCIES COMPRISING THE FX BASKET

Currency exchange rates can be volatile and difficult to predict. This volatility could materially and adversely affect the performance of the Shares.

Currency exchange rates are influenced by the factors identified above and may also be influenced by, among other things: changing supply and demand for a particular currency; monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or on investment by residents of a country in other countries); changes in balances of payments and trade; trade restrictions; and currency devaluations and revaluations. Also, governments from time to time intervene in the currency markets, directly and by regulation, in order to influence prices directly. These events and actions are unpredictable. The resulting volatility in the USD/Reference Currency exchange rates could materially and adversely affect the performance of the Shares.

The value of any currency, including the Reference Currencies, relative to the USD may be affected by complex political and economic factors.

The exchange rate of each Reference Currency in terms of the USD is subject at any moment to the supply and demand for the currencies, and changes in the exchange rates result over time from the interaction of many factors directly or indirectly affecting economic and political conditions in the various countries, including economic and political developments in other countries. Currency exchange rates may be particularly affected by the relative rates of inflation, interest rate levels, balance of payments and the extent of governmental surpluses or deficits in non-U.S. countries and in the United States, all of which are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of such non-U.S. countries, the United States and other countries important to international trade and finance.

Governments may use a variety of techniques, such as intervention by the central bank or imposition of regulatory controls or taxes, to affect the exchange rates of their respective currencies. They also may issue a new currency to replace an existing currency or alter the exchange rate or relative exchange characteristics by devaluation or revaluation of a currency. The liquidity and trading value of the currencies could be affected by the actions of governments, which could change or interfere with theretofore freely determined currency valuation, fluctuations in response to other market forces and the movement of currencies across borders.

The currency market is a global, around-the-clock market. Therefore, the hours of trading for the Shares will not always conform to the hours during which non-U.S. currencies and USDs are traded. Significant price and rate movements may take place in the underlying foreign exchange markets that will not be reflected immediately in the price of the Shares.

Substantial purchases of a Reference Currency by the official sector could adversely affect an investment in the Shares.

The official sector holds a significant amount of various foreign currencies that can be mobilized in the open market. In the event that future economic, political or social conditions or pressures require members of the official sector to purchase a specific foreign currency simultaneously or in an uncoordinated manner, the supply for such currency might not be sufficient to accommodate the sudden increase in the demand of the currency to the market. Consequently, the price of a Reference Currency could increase, which could adversely affect an investment in the Shares.

Because the value of the Fund relates to the prices of the Reference Currencies comprising the FX Basket, which are determined using the WMR Fix, potential discrepancies in, or manipulation of, the calculation of the WMR Fix could impact the value of the Reference Currencies comprising the FX Basket and could have an adverse effect on the value of an investment in the Shares.

Any discrepancies in, or manipulation of, the calculation of the WMR Fix could have an adverse impact on the value of an investment in the Shares. Furthermore, concerns about the integrity or reliability of the pricing mechanism could disrupt trading in the Reference Currencies comprising the FX Basket and products using the WMR Fix, such as the Shares. In addition, these concerns could potentially lead to both changes in the manner in which the WMR Fix is calculated and/or the discontinuance of the WMR Fix altogether. Each of these events could lead to less liquidity or greater price volatility for the Reference Currencies comprising the FX Basket and products using the WMR Fix, such as the Shares, or otherwise could have an adverse impact on the trading price of the Shares. The use of an alternative indicator for the price of the Reference Currencies could result in materially different pricing of transactions under the Gold Delivery Agreement, which could result in materially different valuations of the Trust’s Shares. Future changes to, or the discontinuance of, the WMR Fix may have a material effect on the Trust’s operations, including the creation or redemption of Shares, or the trading price of Shares.

RISKS RELATED TO THE INDEX

The Index is calculated without regard to the Fund. The Index Provider does not have any obligation to the Fund or its Shareholders other than as set forth in the Index License Agreement.

The Index is calculated without regard to the Fund. There is no assurance that the Index Provider will compile the Index accurately, or that the Index will be determined, composed or calculated accurately. The Index Provider does not have any obligation to take the needs of the Fund or its Shareholders into account when calculating the Index or making changes to the Index other than as set forth in the Index License Agreement. While the Index Provider does provide descriptions of what the Index is designed to achieve, the Index Provider does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in respect of its indices, and does not guarantee that the Index will be in line with the described index methodology.

The Fund is designed to track the performance of the Index regardless of whether the Index is increasing or decreasing in value. Consequently, the Fund does not provide any warranty or guarantee for the performance of the Index or warranty or guaranty against Index Provider errors. Errors in respect of the calculation, quality, accuracy and completeness of the Index or the data used to calculate the Index may occur from time to time and may not be identified and corrected for a period of time, if at all. Gains, losses or costs associated with the performance of the Index and Index Provider errors generally will be borne by the Fund and its shareholders and could have a material negative impact on the performance of the Index and the Fund.

Under certain limited circumstances, the Calculation Agent for the Index has discretion in relation to the Index and is under no obligation to consider your interests as holder of the Shares.

Solactive AG acts as the Calculation Agent (Calculation Agent) of the Index and is responsible for calculating and maintaining the official closing levels of the Index, maintaining the Index and developing the guidelines and

policies governing its composition and calculation. The rules governing the Index may be amended at any time by Solactive AG, in its sole discretion, and the rules also permit the use of discretion by Solactive AG in relation to the Index in specific instances, including but not limited to the determination of the levels to be used in the event of market disruptions that affect its ability to calculate and publish the levels of the Index and the interpretation of rules governing the Index.

In addition, following the occurrence of certain extraordinary events, as described under “Market Disruption Events and Extraordinary Events,” the Calculation Agent for the Index has discretion, acting in good faith and in a commercially reasonable manner, to use different pricing sources on a specific date of its choosing in the event of certain extraordinary events, such as certain changes in law, or where it is reasonably necessary to do so to reflect the purpose of the Index.

Although the Calculation Agent for the Index is obligated to make all determinations and take all action in relation to the Index acting in good faith and a commercially reasonable manner, it should be noted that such discretion could have an impact, positive or negative, on the closing level of the Index. The Calculation Agent for the Index is under no obligation to consider your interests as a holder of the Shares in taking any actions that might affect the value of your Shares.

The Index is described as a “notional” or “synthetic” portfolio or strategy.

The Index’s exposures to the Gold Price and the FX Basket comprised of Reference Currencies are purely notional and will exist solely in the records maintained by or on behalf of the Calculation Agent for the Index. There is no actual portfolio of assets to which any person is entitled or in which any person has any ownership interest. Consequently, you will not have any claim against any of the reference assets reflected in the Index.

The Index has a limited operating history and may perform in unanticipated ways.

The Index has been calculated on a “live” basis since . Therefore, the Index has limited operating history. Any back-testing or similar analysis performed by any person in respect of the Index has inherent limitations and should be considered illustrative only. Past performance is not indicative of future performance and is no guarantee of future results.

The Index may be removed or replaced if certain extraordinary events occur.

Following the occurrence of certain extraordinary events, as described under “Market Disruption Events and Extraordinary Events,” the Index may cease calculation or use different pricing sources. You should realize that changing pricing sources may affect the performance of the Index, and therefore, the return on the Shares, as the replacement pricing sources may result in significantly better or worse performance of the Fund than the original pricing sources.

RISKS RELATED TO THE FUND

The Fund is a passive investment vehicle. It is not actively managed and is designed to track the Index during periods in which the Index is flat or declining as well as when the Index is rising. This means that the value of the Shares may be adversely affected by Fund losses that, if the Fund had been actively managed, it might have been possible to avoid.

The Fund is not actively managed. This means that the Fund does not manage its portfolio in order to sell Gold Bullion at times when its price is high, or acquire Gold Bullion at low prices in the expectation of future price increases. It also means that the Fund does not make use of any of the hedging techniques available to professional gold investors to attempt to reduce the risks of losses resulting from gold price decreases. The Fund does not attempt to manage or hedge currency gains or losses. Moreover, transfers of Gold Bullion into or out of

the Fund pursuant to the Gold Delivery Agreement are not offset by Fund purchases or sales of Gold Bullion in anticipation of or in response to changes in foreign exchange rates. Any losses sustained by the Fund will adversely affect the value of the Shares.

The Fund’s performance may deviate from changes in the levels of its Index.

Although the objective of the Fund is to track the performance of the Index, less fees and expenses, the Fund’s performance will not replicate the performance of the Index for a number of reasons. Fund fees and expenses, which are not accounted for by the Index, will have a negative impact on the Fund’s performance and cause the performance of the Fund to deviate from the performance of the Index ( i.e. , create “tracking error” between the Fund and the Index). In addition, the Gold Delivery Amount is calculated using a methodology that is intended to be equivalent to the methodology used to calculate the Index, but the Gold Delivery Amount is not calculated by reference to the value of the Index. The Gold Delivery Amount is calculated by the Gold Delivery Provider, while the Index is calculated and published by the Index Provider. The methodologies used to calculate the Gold Delivery Amount and the Index include complicated mathematical calculations and, in the event of a disruption in the relevant markets or the occurrence of other unusual events, these methodologies allow the exercise of discretion by the Gold Delivery Provider and the Index Provider, respectively. No assurance can be given that the Gold Delivery Provider, in calculating the Gold Delivery Amount, and the Index Provider, in calculating the Index, will produce equivalent results, particularly in the event of a disruption in the relevant markets or the occurrence of other unusual events. Furthermore, the failure of the Gold Delivery Provider to perform its obligations under the Gold Delivery Agreement, the failure of the Index Provider to calculate the Index in accordance with the Index methodology or other unusual circumstances may also create tracking error between the Fund and the Index.

The costs inherent in buying or selling Fund shares may detract significantly from investment results.

Buying or selling Fund shares on an exchange involves two types of costs that apply to all securities transactions effectuated on an exchange. When buying or selling shares of the Fund through a broker or other intermediary, you will likely incur a brokerage commission or other charges imposed by that broker or intermediary. In addition, you may incur the cost of the “spread,” that is, the difference between what investors are willing to pay for Fund shares (the “bid” price) and the price at which they are willing to sell Fund shares (the “ask” price). Because of the costs inherent in buying or selling Fund shares, frequent trading may detract significantly from investment results and an investment in Fund shares may not be advisable for investors who anticipate regularly making small investments.

Because of the Fund’s expenses a Share in the Fund will need to realize a return of 0.50% in the first year for the value of a Share at the end of the first year to equal the initial price of a Fund Share.

The Fund pays the Sponsor the Sponsor’s Fee, which accrues daily at an annualized rate of 0.33% of the NAV of the Fund, and pays the Gold Delivery Provider the Gold Delivery Provider’s Fee, which accrues daily at an annual rate of 0.17% of the NAV of the Fund, each payable by the Fund monthly in arrears. Accordingly, the Fund’s total annual expense ratio will be equal to 0.50%. Based on the Fund’s total annual expense ratio of 0.50%, on an annualized basis the Fund will need to realize a return of % in the first year for the value of a share at the end of the first year to equal the initial selling price (not including any customary brokerage commissions or other fees charged to intermediaries). Consequently, if the initial selling price of a Share is $130, the Fund will need to realize a return of $0.65 in the first year for the value of a share at the end of the first year to equal the initial selling price.

The lack of an active trading market or a halt in trading of the Shares of the Fund may result in losses on investment at the time of disposition of the Shares.

Although the Shares will be listed for trading on NYSE Arca, it cannot be assumed that an active trading market for the Shares will develop. If an investor needs to sell Shares at a time when no active market for Shares exists,

or there is a halt in trading of securities generally or of the Shares, this will most likely adversely affect the price the investor receives for the Shares (assuming the investor is able to sell them).

The Shares may trade at a price which is at, above or below the NAV per Share and any discount or premium in the trading price relative to the NAV per Share may widen as a result of non-concurrent trading hours between the COMEX division of the New York Mercantile Exchange, or the COMEX, and NYSE Arca.

The Shares may trade at, above or below the NAV per Share. The NAV per Share fluctuates with changes in the market value of the Fund’s assets. The trading price of the Shares fluctuates in accordance with changes in the NAV per Share as well as market supply and demand. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between the COMEX and NYSE Arca. While the Shares trade on NYSE Arca until 4:00 p.m. New York time, liquidity in the global gold market may be reduced after the close of the COMEX at 1:30 PM New York time. As a result, after 1:30 p.m. New York time, trading spreads, and the resulting premium or discount, on the Shares may widen.

However, because shares can be created and redeemed in Creation Units at NAV (unlike shares of many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAVs), the Sponsor believes that large discounts or premiums to the NAV of the Fund are not likely to be sustained over the long term. While the creation/redemption feature is designed to make it more likely that the Fund’s shares normally will trade on stock exchanges at prices close to the Fund’s next calculated NAV, exchange prices are not expected to correlate exactly with the Fund’s NAV due to timing reasons, supply and demand imbalances and other factors. In addition, disruptions to creations and redemptions, including disruptions at market makers or Authorized Participants, or to market participants or during periods of significant market volatility, may result in trading prices for shares of the Fund that differ significantly from its NAV.

If the process of creation and redemption of Creation Units encounters any unanticipated difficulties, the possibility for arbitrage transactions intended to keep the price of the shares closely linked to the price of gold and the Reference Currencies comprising the FX Basket may not exist and, as a result, the price of the Shares may fall.

If the process for the creation and redemption of shares by Authorized Participants (which depends on, among other things, timely transfers of Gold Bullion to and by the Custodian) encounter any unanticipated difficulties, potential market participants who would otherwise be willing to purchase or redeem Creation Units to take advantage of arbitrage opportunities may not do so. 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.

The amount of gold represented by each Share will decrease when the Fund’s Gold Bullion is sold to pay the Sponsor’s Fee and any other Fund expenses. Without increases in the price of gold and/or decreases in the price of the FX Basket comprised of Reference Currencies sufficient to compensate for this decrease, the price of the Shares will decline and you will lose money on your investment in Shares.

To the extent the Fund sells Gold Bullion to cover expenses or liabilities, the amount of Gold Bullion represented by each Share will decrease. New deposits of Gold Bullion, received in exchange for new Shares issued by the Fund, would not reverse this trend. A decrease in the amount of Gold Bullion represented by each Share results in a decrease in the price of a Share even if the price of Gold Bullion has not changed. To retain the Share’s original price, the price of gold would have to increase and/or the price of the FX Basket comprised of the Reference Currencies would have to decrease. Without those beneficial price changes, the lesser amount of Gold Bullion represented by the Share will have a correspondingly lower price. If these increases/decreases do not occur, or are not sufficient to counter the lesser amount of Gold Bullion represented by each Share, you will sustain losses on your investment in Shares.

The Fund also may be subject to certain liabilities (for example, as a result of litigation) which have not been assumed by the Sponsor. The Fund will sell Gold Bullion to pay those expenses, unless the Sponsor agrees to pay such expenses out of its own pocket.

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 Fund’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, the Sponsor’s past experience and qualifications may not be suitable for solving these problems or issues.

Market Disruption Events or Extraordinary Events could cause a disruption in the operation of the Index and/or the Fund and in secondary market trading of Shares.

From time to time, unexpected events may cause the operations of the Index and/or the Fund to be disrupted. These events are expected to be relatively rare, though there can be no guarantee they will not occur. These events are referred to as either “Market Disruption Events” or “Extraordinary Events” depending largely on their significance and potential impact to the Index and the Fund. The occurrence of any Market Disruption Event or Extraordinary Event could have a material adverse impact on the Index, the Fund, the trading of Shares and the value of an investment in the Shares. Examples of Market Disruption Events or Extraordinary Events include disruptions in the trading of gold or the Reference Currencies comprising the FX Basket, as well as delays or disruptions in the publication of the LBMA Gold Price or the Reference Currency prices. The occurrence of a Market Disruption Event or Extraordinary Event may result in, among other things, (i) a disruption or change in the calculation of the Index or the Gold Delivery Amount, (ii) the suspension or cancellation of creation and redemption transactions and disruptions, and/or (iii) disruptions or halts in secondary market trading. Market Disruption Events and Extraordinary Events could also cause secondary market trading of Shares to be disrupted or halted for short or even long periods of time. To the extent trading continues during a Market Disruption Event or Extraordinary Event it is expected that trading would be more volatile and that Shares would trade at wider discounts or premiums to NAV. The occurrence of any Market Disruption Event or Extraordinary Event could have a material adverse impact on the Index and/or Fund and the performance of the Index and/or Fund.

RISKS RELATING TO THE FUND’S OPERATIONS

RISKS RELATED TO THE FUND

The Fund is exposed to various operational risks.

The Fund is exposed to various operational risks, including human error, information technology failures and failure to comply with formal procedures intended to mitigate these risks, and is particularly dependent on electronic means of communicating, record-keeping and otherwise conducting business. In addition, the Fund generally exculpates, and in some cases indemnifies, its counterparties with respect to losses arising from unforeseen circumstances and events, which may include the interruption, suspension or restriction of trading on or the closure of NYSE Arca, power or other mechanical or technological failures or interruptions, computer viruses, communications disruptions, work stoppages, natural disasters, fire, war, terrorism, riots, rebellions or other circumstances beyond its or its counterparties’ control. Accordingly, the Fund generally bears the risk of loss with respect to these unforeseen circumstances and events to the extent relating to the Fund or the Shares.

Although it is expected that the Fund’s direct counterparties will generally have disaster recovery or similar programs or safeguards in place to mitigate the effect of such unforeseen circumstances and events, these safeguards may not be in place for all parties whose activities may affect the performance of the Fund, and these safeguards, even if implemented, may not be successful in preventing losses associated with such unforeseen circumstances and events. Moreover, the systems and applications on which the Fund relies may not continue to operate as intended. In addition to potentially causing performance failures at, or direct losses to, the Fund, any

such unforeseen circumstances and events or operational failures may further distract the counterparties or personnel on which the Fund relies, reducing their ability to conduct the activities on which the Fund is dependent. These risks cannot be fully mitigated or prevented, and further efforts or expenditures to do so may not be cost-effective, whether due to reduced benefits from implementing additional or redundant safeguards or due to increases in associated maintenance requirements and other expenses that may make it more costly for the Fund to operate in more typical circumstances.

The Fund may be required to terminate and liquidate at a time that is disadvantageous to Shareholders.

If the Fund is required to terminate and liquidate, such termination and liquidation could occur at a time which is disadvantageous to Shareholders, such as when gold prices are lower than the gold prices at the time when Shareholders purchased their Shares. In such a case, when the Fund’s Gold Bullion is sold as part of the Fund’s liquidation, the resulting proceeds distributed to Shareholders will be less than if gold prices were higher at the time of sale.

Redemption orders may be subject to rejection, suspension or postponement.

The Fund has the right, but not the obligation, to reject any Redemption Order if (i) the order is not in proper form as described in the Participant Agreement, (ii) the fulfillment of the order, in the opinion of its counsel, might be unlawful, (iii) if the Fund determines that acceptance of the order from an Authorized Participant would expose the Fund to credit risk, or (iv) circumstances outside the control of the Administrator, the Sponsor or the Custodian make the redemption, for all practical purposes, not feasible to process.

The Fund may, in its discretion, and will when directed by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date: (1) for any period during which NYSE Arca is closed other than customary weekend or holiday closings, or trading on 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 Bullion is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders.

The Sponsor will not be liable to any person or liable in any way for any loss or damages that may result from any such rejection, suspension or postponement.

Competing claims over ownership of intellectual property rights related to the Fund could adversely affect the Fund and an investment in the Shares.

While the Sponsor believes that all intellectual property rights needed to operate the Fund are owned by or licensed to the Sponsor or an affiliate or have been obtained, third parties may allege or assert ownership of intellectual property rights which may be related to the design, structure and operations of the Fund. To the extent any claims of such ownership are brought or any proceedings are instituted to assert such claims, the negotiation, litigation or settlement of such claims, or the ultimate disposition of such claims in a court of law if a suit is brought, may adversely affect the Fund and an investment in the Shares, for example, resulting in expenses or damages or the termination of the Fund. See “Legal Proceedings.”

Loss of intellectual property rights related to the Fund, or competing claims over ownership of those rights, could adversely affect the Fund and an investment in the Shares.

While the Sponsor believes that all intellectual property rights needed to operate the Fund are owned by or licensed to the Sponsor or an affiliate or have been obtained, the Index Provider has the right to terminate the Index License Agreement. If the Index License Agreement is terminated, the Sponsor would attempt to license a replacement index as soon as reasonably possible. On a temporary basis during such time, the Fund would effectively be tracking the performance of the price of Gold Bullion in terms of U.S. dollars. No assurance can be

given that the Sponsor would be able to find an acceptable replacement index. Furthermore, third parties may allege or assert ownership of intellectual property rights which may be related to the design, structure and operations of the Fund. To the extent any claims of such ownership are brought or any proceedings are instituted to assert such claims, the negotiation, litigation or settlement of such claims, or the ultimate disposition of such claims in a court of law if a suit is brought, may adversely affect the Fund and an investment in the Shares, for example, resulting in expenses or damages or the termination of the Fund. See “Legal Proceedings.”

RISKS RELATED TO THE SHARES

The Shares are a new securities product and their value could decrease if unanticipated operational or trading problems arise.

The mechanisms and procedures governing the creation, redemption and offering of the Shares, as well as procedures for transferring Gold Bullion into or out of the Fund pursuant to the Gold Delivery Agreement, have been developed specifically for this securities product. Consequently, there may be unanticipated problems or issues with respect to the mechanics of the Fund’s operations and the trading of the Shares that could have a material adverse effect on an investment in the Shares. In addition, although the Fund is not actively “managed” by traditional methods, to the extent that unanticipated operational or trading problems or issues arise, the Sponsor’s past experience and qualifications may not be suitable for solving these problems or issues.

The liquidity of the Shares may be affected by the withdrawal of Authorized Participants and substantial redemptions by Authorized Participants.

In the event that one or more Authorized Participants that has substantial interests in the Shares withdraws from participation, the liquidity of the Shares will likely decrease, which could adversely affect the market price 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.

Shareholders do not have the rights enjoyed by investors in certain other investment vehicles.

As interests in an investment trust, the Shares have none of the statutory rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring “oppression” or “derivative” actions). In addition, the Shares have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors and will not receive dividends). See “Description of the Shares” for a description of the limited rights of holders of Shares.

RISKS RELATED TO GOLD

The Fund’s Gold Bullion may be subject to loss, damage, theft or restriction on access.

There is a risk that some or all of the Fund’s Gold Bullion bars held by the Custodian or any subcustodian on behalf of the Fund could be lost, damaged or stolen. Access to the Fund’s Gold Bullion bars 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 Fund and, consequently, an investment in the Shares.

The Fund may not have adequate sources of recovery if its Gold Bullion is lost, damaged, stolen or destroyed and recovery may be limited, even in the event of fraud, to the market value of the gold at the time the fraud is discovered.

Shareholders’ recourse against the Fund, the Administrator, the Trustee and the Sponsor under Delaware law, the Custodian under English law, and any subcustodians under the law governing their custody operations is limited. The Fund does not insure its Gold Bullion. The Custodian has agreed to maintain insurance in support of its

custodial obligations under the Allocated Bullion Account Agreement, including covering any loss of gold, on such terms and conditions as it considers appropriate which does not cover the full amount of gold. The Custodian will annually provide the Trust with a copy of the Custodian’s certificate of insurance. The Fund is not a beneficiary of any such insurance and does not have the ability to dictate the nature or amount of coverage. Therefore, Shareholders cannot be assured that the Custodian will maintain adequate insurance or any insurance with respect to the Gold Bullion held by the Custodian on behalf of the Fund. In addition, the Custodian and the Trust do not require any subcustodians to be insured or bonded with respect to their custodial activities or in respect of the Gold Bullion held by them on behalf of the Fund. Consequently, a loss may be suffered with respect to the Fund’s Gold Bullion which is not covered by insurance and for which no person is liable in damages.

The liability of the Custodian is limited under the Custody Agreements. Under the Custody Agreements, the Custodian is only liable for losses that are the direct result of its own negligence, fraud or willful default in the performance of its duties. Any such liability is further limited to the market value of the Gold Bullion bars held in the Fund Allocated Account and the amount of gold credited to the Fund Unallocated Account at the time such negligence, fraud or willful default is discovered by the Custodian. The Custodian is only liable for losses suffered by an Authorized Participant that are the direct result of its own gross negligence, fraud or willful default in the performance of its duties under such agreement, and in no event will its liability exceed the market value of the balance in the Authorized Participant Unallocated Account at the time such gross negligence, fraud or willful default is discovered by the Custodian.

In addition, the Custodian will not be liable for any delay in performance or any non-performance of any of its obligations under the Custody Agreements by reason of any cause beyond its reasonable control, including acts of God, war or terrorism. As a result, the recourse of the Administrator or the investor, under English law, is limited. Furthermore, under English common law, the Custodian or any subcustodian will not be liable for any delay in the performance or any non-performance of its custodial obligations by reason of any cause beyond its reasonable control.

Gold Bullion bars may be held by one or more subcustodians appointed by the Custodian until it is transported to the Custodian’s vault premises. Under the Allocated Bullion Account Agreement, except for an obligation on the part of the Custodian to use commercially reasonable efforts to obtain delivery of the Fund’s Gold Bullion bars from any subcustodians appointed by the Custodian, the Custodian is not liable for the acts or omissions, or for the solvency, of its subcustodians unless the selection of such subcustodians was made negligently or in bad faith. There are expected to be no written contractual arrangements between subcustodians that hold the Fund’s Gold Bullion bars and the Trust or the Custodian, because traditionally such arrangements are based on the LBMA’s rules and on the customs and practices of the London bullion market. In the event of a legal dispute with respect to or arising from such arrangements, it may be difficult to define such customs and practices. The LBMA’s rules may be subject to change outside the control of the Fund. Under English law, neither the Trust, nor the Custodian would have a supportable breach of contract claim against a subcustodian for losses relating to the safekeeping of gold. If the Fund’s Gold Bullion bars are lost or damaged while in the custody of a subcustodian, the Fund has only limited rights, and depending on the circumstances, may have no right to recover damages from the Custodian or the subcustodian.

The obligations of the Custodian under the Allocated Bullion Account Agreement, the Unallocated Bullion Account Agreement and the Participant Unallocated Bullion Account Agreement are governed by English law. The Custodian may enter into arrangements with English subcustodians, which arrangements may also be governed by English law. The Trust is a Delaware statutory trust. Any United States, Delaware or other court situated in the United States may have difficulty interpreting English law (which, insofar as it relates to custody arrangements, is largely derived from court rulings rather than statute), LBMA rules or the customs and practices in the London custody market. It may be difficult or impossible for the Fund to sue a subcustodian in a United States, Delaware 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, Delaware or other court situated in the United States.

If the Fund’s Gold Bullion bars are lost, damaged, stolen or destroyed under circumstances rendering a party liable to the Fund, the responsible party may not have the financial resources sufficient to satisfy the Fund’s claim. For example, as to a particular event of loss, the only source of recovery for the Fund might be limited to the Custodian, as currently it is the sole custodian holding all of the Fund’s Gold Bullion; or one or more subcustodians, if appointed; or, to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of the Fund.

Neither the Shareholders nor any Authorized Participant has a right under the Custody Agreements to assert a claim of the Trust against the Custodian or any subcustodian; claims under the Custody Agreements may only be asserted by the Trust on behalf of the Fund.

Gold Bullion allocated to the Fund in connection with the creation of a Creation Unit may not meet the London Good Delivery Standards and, if a Creation Unit is issued against such Gold Bullion, the Fund may suffer a loss.

Neither the Administrator nor the Custodian independently confirms the fineness of the gold allocated to the Fund in connection with the creation of a Creation Unit. The Gold Bullion allocated to the Fund by the Custodian may be different from the reported fineness or weight required by the LBMA’s standards for Gold Bullion bars delivered in settlement of a gold trade (London Good Delivery Standards), the standards required by the Fund. If the Administrator nevertheless issues a Creation Unit against such gold, and if the Custodian fails to satisfy its obligation to credit the Fund the amount of any deficiency, the Fund may suffer a loss. The London Good Delivery Standards are described in “The Gold Industry — The London Bullion Market.” The Custodian’s responsibility for the allocation to the Fund of gold meeting LBMA standards is described in “Custody Agreements — Transfers from the Fund Unallocated Account.”

RISKS RELATED TO THE CUSTODIAN

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

The Fund will be reliant on the Custodian for the safekeeping of essentially all of the Fund’s Gold Bullion. The Administrator is not liable for the acts or omissions of the Custodian. The Administrator 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 Agreements. In addition, the ability to monitor the performance of the Custodian may be limited because under the Custody Agreements the Trust and the Sponsor and any accountants or other inspectors selected by the Sponsor have only limited rights to visit the premises of the Custodian for the purpose of examining the Fund’s Gold Bullion 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 Fund’s Gold Bullion may not be detectable or controllable by the Administrator and could result in a loss to the Fund.

Failure by the subcustodians to exercise due care in the safekeeping of the Fund’s Gold Bullion bars could result in a loss to the Fund.

Under the Allocated Bullion Account Agreement, the Custodian agreed that it will hold all of the Fund’s Gold Bullion bars in its own vault premises except when the Gold Bullion bars have been allocated in a vault other than the Custodian’s vault premises, and in such cases the Custodian agreed that it will use commercially reasonable efforts promptly to transport the Gold Bullion bars to the Custodian’s vault, at the Custodian’s cost and risk. Nevertheless, there will be periods of time when some portion of the Fund’s Gold Bullion bars will be held by one or more subcustodians appointed by the Custodian. The Allocated Bullion Account Agreement is described in “Custody Agreements.”

The Custodian is required under the Allocated Bullion Account Agreement to use reasonable care in appointing its subcustodians and will monitor the conduct of each subcustodian, and promptly advise the Trust of any difficulties or problems existing with respect to such subcustodian. However, the Gold Bullion held by a subcustodian is held in the name of the Custodian, and not in the name of the Fund, and the account with each subcustodian is only subject to the Custodian’s instructions. In the event a subcustodian fails to exercise due care in the safekeeping of the fund’s Gold Bullion, there could be a resulting loss to the fund, and the fund may have limited, or no ability, to pursue any action against the subcustodian. See “Custody Agreements” for more information about subcustodians that may hold the Fund’s Gold Bullion.

The ability of the Administrator and the Custodian to take legal action against subcustodians may be limited, which increases the possibility that the Fund may suffer a loss if a subcustodian does not use due care in the safekeeping of the Fund’s Gold Bullion bars.

If any subcustodian which holds Gold Bullion on a temporary basis does not exercise due care in the safekeeping of the Fund’s Gold Bullion bars, the ability of the Trust or the Custodian to recover damages against such subcustodian may be limited to only such recourse, if any, as may be available under applicable English law or, if the subcustodian is not located in England, under other applicable law. This is because there are expected to be no written contractual arrangements between subcustodians who may hold the Fund’s Gold Bullion bars and the Trust or the Custodian, as the case may be. If the Trust’s or the Custodian’s recourse against the subcustodian is so limited, the Fund may not be adequately compensated for the loss. For more information on the Trust’s and the Custodian’s ability to seek recovery against subcustodians and the subcustodian’s duty to safekeep the Fund’s Gold Bullion bars, see “Custody Agreements.”

Gold Bullion held in the Fund’s unallocated Gold Bullion account and any Authorized Participant’s unallocated Gold Bullion account will not be segregated from the Custodian’s assets. If the Custodian becomes insolvent, its assets may not be adequate to satisfy a claim by the Fund or any Authorized Participant. In addition, in the event of the Custodian’s insolvency, there may be a delay and costs incurred in identifying the Gold Bullion bars held in the Fund’s allocated Gold Bullion account.

Gold Bullion which is part of a deposit for a purchase order or part of a redemption distribution, or which is transferred into or out of the Fund pursuant to the Gold Delivery Agreement, will be held for a time in the Fund Unallocated Account and in the case of creations and redemptions, previously or subsequently, in the Authorized Participant Unallocated Account of the purchasing or redeeming Authorized Participant. During those times, the Fund and the Authorized Participant, as the case may be, will have no proprietary rights to any specific bars of Gold Bullion held by the Custodian and will each be an unsecured creditor of the Custodian with respect to the amount of Gold Bullion held in such unallocated accounts. In addition, if the Custodian fails to allocate the Fund’s Gold Bullion in a timely manner, in the proper amounts or otherwise in accordance with the terms of the Unallocated Bullion Account Agreement, or if a subcustodian fails to so segregate Gold Bullion held by it on behalf of the Fund, unallocated Gold Bullion will not be segregated from the Custodian’s assets, and the Fund will be an unsecured creditor of the Custodian with respect to the amount so held in the event of the insolvency of the Custodian. In the event the Custodian becomes insolvent, the Custodian’s assets might not be adequate to satisfy a claim by the Fund or the Authorized Participant for the amount of Gold Bullion held in their respective unallocated Gold Bullion accounts.

In the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the Gold Bullion held in all of the accounts held by the Custodian, including the Fund Allocated Account. Although the Fund would retain legal title to the allocated Gold Bullion bars, the Fund could incur expenses in connection with obtaining control of the allocated Gold Bullion bars, and the assertion of a claim by such liquidator for unpaid fees due to the Custodian could delay creations and redemptions of Creation Units.

The lack of diversification of warehouse locations for the physical Gold Bullion held by the Custodian could result in significant losses to the Fund if the Gold Bullion warehoused at such locations is lost, damaged, stolen or inaccessible.

Unless otherwise agreed between the Fund and the Custodian, custody of the Gold Bullion deposited with and held for the account of the Fund is provided by the Custodian at its London, England vault or, when Gold Bullion has been allocated in a vault other than the Custodian’s London vault premises, by or for any subcustodian employed by the Custodian for the temporary custody and safekeeping of Gold Bullion until it can be transported to the Custodian’s London vault premises. The lack of diversification of warehouse locations could result in significant losses to the Fund if the Fund’s Gold Bullion bars held by the Custodian or any subcustodian on behalf of the Fund at any single location are lost, damaged, or stolen. The lack of diversification of warehouse locations could also result in significant losses if the Gold Bullion warehoused at a single location becomes inaccessible for a substantial period of time due to natural events (such as an earthquake) or human actions (such as a terrorist attack).

The Custodian is authorized to appoint from time to time one or more subcustodians to hold the Fund’s Gold Bullion until it can be transported to the Custodian’s vault.

Resignation of the Custodian would likely lead to the termination of the Fund if no successor is appointed.

The Fund and the Custodian may each terminate any Custody Agreement. The Sponsor would likely terminate and liquidate the Fund if the Custody Agreements are terminated and no successor custodian is appointed by the Sponsor. No assurance can be given that the Sponsor would be able to find an acceptable replacement custodian.

RISKS RELATED TO THE GOLD DELIVERY PROVIDER

The Fund has entered into an agreement with the Gold Delivery Provider pursuant to which the Gold Delivery Provider has agreed to deliver to and receive from the Fund specified amounts of Gold Bullion related to changes in the value of the Reference Currencies comprising the FX Basket against the USD as applied to the Fund’s declared holdings of Gold Bullion. If the Gold Delivery Provider cannot perform its obligations under the Gold Delivery Agreement, the operations of the Fund will be adversely affected.

Under the Gold Delivery Agreement with the Trust, the Gold Delivery Provider has agreed to deliver to (and receive from) the Fund Gold Bullion in amounts intended to approximate the performance of the Fund’s holdings of Gold Bullion as though they had been denominated in the Reference Currencies comprising the FX Basket. The Gold Delivery Provider does not have any obligation to take the needs of the Fund or its Shareholders into account when calculating that amount of Gold Bullion to be delivered pursuant to the Gold Delivery Agreement. If the Gold Delivery Provider fails to deliver Gold Bullion pursuant to its obligations under the Gold Delivery Agreement, it would have an adverse effect on our operations. In this regard, the Fund is exposed to settlement risk from the Gold Delivery Provider until the Gold Delivery Provider delivers the Gold Bullion to the Fund. The Sponsor expects that any delay in delivering Gold Bullion to the Fund by the Gold Delivery Provider would only occur for up to two days, exposing the Fund to up to two days of currency movements. Under normal circumstances the Sponsor anticipates this would have no more than a 1 or 2 percent impact on the price of the Fund. Moreover, to the extent that the Gold Delivery Provider could not honor its obligations under the Gold Delivery Agreement, such as due to bankruptcy or default under the agreement, or if the Gold Delivery Agreement is terminated, the Fund would need to find a new entity to act in the same capacity as the Gold Delivery Provider. If the Fund could not quickly find someone to act in that capacity, the operations of the Fund may be adversely affected. The Gold Delivery Agreement may be terminated by either party after an initial term of [two] years and thereafter by either party on [six] months’ notice. The Sponsor would likely terminate and liquidate the Fund if the Gold Delivery Agreement is terminated and the Sponsor is unable to appoint a successor Gold delivery agent within a reasonable amount of time. No assurance can be given that the Sponsor would be able to find an acceptable replacement Gold delivery agent. Lastly, the Gold Delivery Provider could make errors in calculating the amount of Gold Bullion to be delivered to and received from the Fund. If the Gold Delivery

Amount does not accurately approximate the performance of the Fund’s holdings of Gold Bullion as though they had been denominated in the Reference Currencies, the Fund may be adversely affected.

More information about Merrill Lynch International, the Gold Delivery Provider and subsidiary of Bank of America Corporation, may also be found on the SEC’s EDGAR website under CIK No. 0000070858 (for Bank of America Corporation). Bank of America Corporation consolidates the financial statements of each of its subsidiaries, including Merrill Lynch International, with its own. Please note that the references to third-party websites have been provided solely for informational purposes. None of the Trust, the Sponsor or the Marketing Agent endorses or is responsible for the content or information contained on any third-party website, including with respect to any financial statements. In addition, none of the Fund, the Sponsor or the Marketing Agent makes any warranty, express or implied or assumes any legal liability or responsibility for the accuracy, completeness or usefulness of any such information.

RISKS RELATED TO THE SERVICE PROVIDERS

The service providers engaged by the Fund may not carry adequate insurance to cover claims against them by the Fund, which could adversely affect the value of net assets of the Fund.

The Administrator, the Custodian, the Gold Delivery Provider and other service providers engaged by the Fund maintain such insurance as they deem adequate with respect to their respective businesses. Investors cannot be assured that any of the aforementioned parties will maintain any insurance with respect to the Fund’s assets held or the services that such parties provide to the Fund and, if they maintain insurance, that such insurance is sufficient to satisfy any losses incurred by them in respect of their relationship with the Fund. Accordingly, the Fund will have to rely on the efforts of the service provider to recover from their insurer compensation for any losses incurred by the Fund in connection with such arrangements.

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

The Custodian’s definitive records are prepared after the close of its Business Day. However, when issuing Creation Units, the Fund relies on information reporting the amount of gold credited to the Fund’s accounts which 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 Fund is incorrect, the amount of gold actually received by the Fund may be more or less than the amount required to be deposited for the issuance of Creation Units.

There are conflicts of interest among the Custodian, the Gold Delivery Provider, the Index Provider and their affiliates and the Fund.

HSBC Bank plc and its affiliates play a variety of roles in connection with the Fund. HSBC Bank plc, the Custodian, is responsible for the safekeeping of the Gold Bullion held by the Fund and receives a fee from the Sponsor for doing so. The Custodian is also a direct participant in establishing the LBMA Gold Price AM.

In addition, the Fund delivers Gold Bullion to, or receives Gold Bullion from, Merrill Lynch International, the Gold Delivery Provider, each Business Day based on calculations made by the Gold Delivery Provider. The Gold Delivery Provider may exercise discretion in calculating the Gold Delivery Amount upon the occurrence of Market Disruption Events or Extraordinary Events. Furthermore, the Index is maintained and calculated by Solactive AG and Solactive AG has licensed to the Sponsor an exclusive right to use the Index and associated marks in connection with the Fund and in accordance with the terms of the Index License Agreement.

The Custodian, the Gold Delivery Provider and their affiliates, in the course of their business, trade gold and the Reference Currencies and instruments the value of which is derived from gold or the Reference Currencies on a

regular basis (taking long or short positions or both), for their accounts, for other accounts under their management and to facilitate transactions on behalf of customers. In particular, the Custodian, the Gold Delivery Provider and their affiliates are collectively among the largest participants, in terms of market share, in the spot market for gold and the spot and forward markets for the Reference Currencies.

Upon the resignation of the Custodian or the Gold Delivery Provider or upon the termination of the Index License Agreement between the Sponsor and the Index Provider, the Sponsor would likely terminate and liquidate the Fund if a replacement cannot be found within a commercially reasonably amount of time. See “— Risks Relating to the Fund’s Operations — Risks Related to the Custodian — Resignation of the Custodian would likely lead to the termination of the Fund if no successor is appointed,” “— Risks Related to the Fund’s Operations — Risks Relating to the Gold Delivery Provider” and “— Risks Related to the Fund’s Operations — Risks Relating to the Fund — Loss of intellectual property rights related to the Fund, or competing claims over ownership of those rights, could adversely affect the Fund and an investment in the Shares.” No assurance can be given that the Sponsor would be able to find an acceptable replacement.

As a result of the foregoing, there are conflicts of interest among the Custodian, the Gold Delivery Provider, the Index Provider and their affiliates, on the one hand, and the Fund and its Shareholders, on the other hand. As a result of these conflicts, the Custodian, the Gold Delivery Provider, the Index Provider and their affiliates may favor their own interests and the interests of their affiliates over the Fund and its Shareholders.

Potential conflicts of interest may arise among the Sponsor or its affiliates and the Fund.

The Sponsor will manage the business and affairs of the Fund. Conflicts of interest may arise among the Sponsor and its affiliates, on the one hand, and the Fund and its Shareholders, on the other hand. As a result of these conflicts, the Sponsor may favor its own interests and the interests of its affiliates over the Fund and its Shareholders. These potential conflicts include, among others, the following:

•

The Trust has agreed to indemnify the Sponsor and its affiliates pursuant to the terms of the Trust Agreement;

•

The Sponsor, its affiliates and their officers and employees are not prohibited from engaging in other businesses or activities, including those that might be in direct competition with the Fund; and

•

The Sponsor decides whether to retain separate counsel, accountants or others to perform services for the Fund.

REGULATORY RISKS

Shareholders do not have the protections associated with ownership of shares in an investment company registered under the Investment Company Act of 1940.

The Fund is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such Act. Consequently, Shareholders do not have the regulatory protections provided to investors in investment companies.

The Gold Bullion custody operations of the Custodian are not subject to specific governmental regulatory supervision.

The Custodian is responsible for the safekeeping of the Fund’s Gold Bullion and also facilitates the transfer of Gold Bullion into and out of the Fund. Although the Custodian is a market maker, clearer and approved weigher under the rules of the LBMA (which sets out good practices for participants in the bullion market), the LBMA is not an official or governmental regulatory body. Furthermore, although the Custodian is subject to supervision by the Board of Governors of the Federal Reserve System, and is generally regulated in the UK by the Financial Conduct Authority, such regulations do not directly cover the Custodian’s Gold Bullion custody operations in the

UK Accordingly, the Fund is dependent on the Custodian to comply with the best practices of the LBMA and to implement satisfactory internal controls for its Gold Bullion custody operations in order to keep the Fund’s Gold Bullion secure.

The Listing Exchange may halt trading in the Shares, which would adversely impact your ability to sell your Shares.

The Shares are expected to be listed for trading on NYSE Arca under the symbol “GLDW.” Trading in the Shares may be halted due to market conditions or for other reasons. For example, trading of the Shares may be halted by NYSE Arca in accordance with NYSE Arca rules and procedures, for reasons that, in the view of NYSE Arca, make trading in the Shares inadvisable. Trading may also be halted by NYSE Arca in the event certain information about the Index, the value of the Shares or the NAV is not made available as required by such rules and procedures.

In addition, shares of the Fund may trade in the secondary market at times when the Fund does not accept orders to purchase or redeem shares. At such times, shares may trade in the secondary market with more significant premiums or discounts than might be experienced at times when the Fund accepts purchase and redemption orders.

Also, trading generally on NYSE Arca is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require trading to be halted for a specified period based on a specified market decline. There can be no assurance that the requirements necessary to maintain the listing of the Shares will continue to be met or will remain unchanged. The Fund will be dissolved if 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.

The Trust expects to qualify as an emerging growth company subject to reduced public company reporting requirements.

The Trust expects to qualify as an “emerging growth company” as defined in the JOBS Act. The Trust has not elected to make use of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, which election is irrevocable. However, for so long as the Trust remains an emerging growth company, it will be subject to reduced public company reporting requirements. Among other things, emerging growth companies are exempt from the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act, are exempt from certain “say on pay” provisions of the Dodd-Frank Act, and are subject to reduced disclosure requirements relating to executive compensation and audited financial statements. The Trust may take advantage of the exemptions and scaled requirements applicable to emerging growth companies.

TAX RISKS

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, 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 maximum rates applicable to most other long-term capital gains individuals recognize (a maximum of 15% for a single individual with taxable income not exceeding $400,000 ($450,000 for married individuals filing jointly) and 20% for individuals with taxable income exceeding those respective amounts). 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, or attributable to the Fund’s sale of any gold that the investor is treated (through 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.

Gold Delivered In and Out of the Fund Pursuant to the Gold Delivery Agreement Will Have Tax Consequences to Investors.

As a grantor trust, investors in the Fund will be treated as if they directly received their respective pro rata share of the Fund’s income, which will include income received as a result of the delivery by the Gold Delivery Provider of Gold Bullion to the Fund under the Gold Delivery Agreement. The character of this income will be determined on the basis of the particular circumstances of each investor. Each investor will receive an increase in its tax basis for its pro rata share of the fair market value of Gold Bullion received by the Fund from the Gold Delivery Provider. The payment by the Fund to the Gold Delivery Provider under the Gold Delivery Agreement will be treated as the disposition of Gold Bullion in the amount of such payment and may result in gain or loss to such investors. Such investors may be able to deduct the payment as an expense but the treatment of such expense deduction may differ depending on the investors’ particular tax circumstances. For further discussion and special rules which may affect non-U.S. Investors, see the discussion at United Stated Federal Tax Consequences below.

Use of Proceeds

Proceeds received by the Fund from the issuance and sale of Creation Units, including the Seed Creation Units and the Underwritten Shares (which are described on the front page of this Prospectus), will consist of Gold Bullion deposits. During the life of the Fund, such proceeds will only be (1) held by the Fund, (2) transferred to or from the Gold Delivery Provider pursuant to the Gold Delivery Agreement, (3) disbursed or sold as needed to pay the Fund’s ongoing expenses and (4) distributed to Authorized Participants in connection with the redemption of Creation Units. See the section “Description of Key Service Providers — The Gold Delivery Provider and the Gold Delivery Agreement” for more details.

Overview of the Gold Industry

THE MARKET FOR GOLD

As the market for gold and movements in the price of gold are expected to directly affect the price of the Shares, investors should have some understanding of gold markets and historical gold prices. Of course, investors should also be aware that prior market conditions and historical movements in the price of gold are not indicators of future market conditions or future gold prices.

The following chart provides historical background on the price of gold. The chart illustrates movements in the price of gold in USDs per ounce over the period from January 1, 2007 to June 30, 2016. The price of gold in the chart is based on the London PM Fix and the LBMA Gold Price.

Daily gold price (US$/oz) from 1/1/2007 to 6/30/2016*

LOGO

* Gold (U/S$/oz) based on the LBMA Gold Price PM.

Source: Bloomberg, ICE Benchmark Administration, World Gold Council

GOLD SUPPLY AND DEMAND

Gold is a physical asset that is accumulated, rather than consumed. As a result, virtually all the gold that has ever been mined still exists today in one form or another. GFMS Gold Survey 2016 , a publication of Thomson Reuters GFMS Limited, or GFMS, an independent precious metals research organization based in London, estimated that existing above-ground stocks of gold amounted to 186,200 tonnes (approximately 6.6 billion ounces) at the end of 2015. These stocks increased by approximately 2.0% in 2015.

The following table sets forth a summary of the world gold supply and demand for the last 5 years. It is based on information reported in the Thomson Reuters GFMS Gold Survey 2016.

World Gold Supply and Demand, 2011–2015


(tonnes)	2011		2012		2013		2014		2015
Supply
Mine production		2,829		2,850		3,042		3,131		3,158
Scrap		1,705		1,701		1,303		1,158		1,173
Net Hedging Supply		18		-40		-39		104		-24
Total Supply		4,552		4,511		4,306		4,394		4,306
Demand
Jewelry		2,064		2,036		2,470		2,242		2,166
Industrial Fabrication		468		425		418		399		361
of which Electronics		339		303		296		285		253
of which Dental & Medical		43		39		36		34		32
of which Other Industrial		86		84		85		79		76
Net Official Sector		457		544		409		466		483
Retail Investment		1,572		1,356		1,790		1,101		1,115
of which Bars		1,245		1,050		1,408		851		851
of which Coins		326		305		382		251		263
Physical Demand		4,560		4,361		5,087		4,207		4,124
Physical Surplus/Deficit		-9		150		-780		187		182
ETF Inventory Build		185		279		-880		-157		-124
Exchange Inventory Build		-6		-10		-98		1		-48
Net Balance		-187		-120		198		344		354
Gold Price (London PM, US$/oz)		1,571.69		1,668.98		1,411.23		1,266.40		1,160.06

Source: GFMS, Thomson Reuters

Totals may not add due to independent rounding. “Net Hedging Supply” is the change in the physical market impact of mining companies’ gold loans, forwards and options positions. Scrap refers to gold sourced from old fabricated products which have been recovered and refined into bars. In the case of gold, the bulk of scrap comes from jewelry.

SOURCES OF GOLD SUPPLY

Based on data from the GFMS Gold Survey 2016 , the gold supply averaged 4,038 tonnes (t) per year between 2006 and 2015. Sources of gold supply include both mine production and recycled above-ground stocks (sometimes referred to as “scrap”). The largest portion of gold supplied to the market is from gold mine production, which averaged approximately 2,777 per year from 2006 through 2015. The second largest source of annual gold supply is recycled gold from above-ground stocks, which is gold that has been recovered from jewelry and other fabricated products and converted back into marketable gold. Recycled gold averaged approximately 1,415t annually between 2006 through 2015.

SOURCES OF GOLD DEMAND

Based on data from the GFMS Gold Survey 2016 , identifiable gold demand averaged 3,855t per year between 2006 and 2015. Gold demand generally comes from four sources: jewelry, industry (including medical applications), investment and the official sector (including central banks and supranational organizations). The largest source of demand comes from jewelry, which accounted for 57% of the identifiable demand from 2006

through 2015. The next largest source of demand during this period was identifiable investment demand which accounted for a further 28%. While jewelry remains by far the largest component of demand, its share has decreased over recent years in favor of investment demand.

Gold demand is widely dispersed throughout the world with significant demand coming from India and China. While in many countries there are seasonal fluctuations in the levels of demand for gold — especially jewelry — variations in the timing of such fluctuations from country to country mean that seasonal changes in demand do not appear to have a significant impact on the global gold price.

The official sector, which for many years had been a source of gold supply , has been a source of gold demand since 2010. Between 2005 and 2009, official sector annual net sales averaged 356t. The official sector was a net buyer in 2010. This marked the first full year in more than two decades that the official sector was a net buyer. Between 2010 and 2015 annual net purchases by the official sector averaged 326t. The prominence given by market commentators to this activity, coupled with the total amount of gold held by the official sector, has resulted in these changes being among the most visible shifts in the gold market.

OPERATION OF THE GOLD BULLION MARKET

Gold is traded worldwide in a number of markets and through a variety of contract types. More specifically, the global trade in gold consists of over-the-counter, or OTC, transactions in spot, forwards, and options, as well as other derivatives. The global trade in gold also includes contracts on exchanges, such as exchange-traded futures and options on gold.

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 most relevant to the OTC market are spot (S) contracts, forward (F) contracts and options (O) contracts. 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. The OTC gold market is primarily located in London, key facets of which are governed by the LBMA. For example, the LBMA maintains the Good Delivery List for gold bars, which specifies the quality standards that gold bars traded OTC in the London market must meet. There are 14 LBMA Market Makers who routinely trade in one, two or all three products. Of the 14 LBMA Market Makers, there are five Full Market Makers and nine Market Makers.

The five Full Market Makers quoting prices in all three products are Citibank N A, Goldman Sachs International, HSBC Bank USA NA, JP Morgan Chase Bank and UBS AG. The nine LBMA Market Makers who provide two way pricing in either one or two products are Bank of Nova Scotia -ScotiaMocatta (S,F), Barclays Bank Plc (S), BNP Paribas SA (F), ICBC Standard Bank (S), Merrill Lynch International (S,O), Morgan Stanley & Co International Plc (S,O), Societe Generale (S), Standard Chartered Bank (S,O), and Toronto-Dominion Bank (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 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 generally 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.

THE LONDON GOLD BULLION MARKET

Although the market for physical gold is global, most OTC market trades are cleared through London by members of the LBMA. In addition to coordinating market activities, the LBMA acts as a 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. The LBMA also coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation.

The term “loco London” refers to gold bars physically held in London that meet the specifications for weight, dimensions, fineness (or purity), identifying marks (including the assay stamp of an LBMA acceptable refiner) and appearance set forth in “The Good Delivery Rules for Gold and Silver Bars” published by the LBMA. Gold bars meeting these requirements are known as “London Good Delivery Bars.” All of the Gold Bullion will be London Good Delivery Bars meeting the requirements of London Good Delivery Standards.

The unit of trade in London is the troy ounce, whose conversion between grams is 1,000 grams = 32.1507465 troy ounces and 1 troy ounce = 31.1034768 grams. A London Good Delivery Bar is acceptable for delivery in settlement of a transaction on the OTC market. Typically referred to as 400-ounce bars, a London Good Delivery Bar must contain between 350 and 430 fine troy ounces of gold, with a minimum fineness (or purity) of 995 parts per 1,000 (99.5%), be of good appearance and be easy to handle and stack. The fine gold content of a gold bar is calculated by multiplying the gross weight of the bar (expressed in units of 0.025 troy ounces) by the fineness of the bar.

THE LBMA GOLD PRICE

The LBMA Gold Price is determined twice each Business Day (10:30 a.m. and 3:00 p.m. London time) by the participants in a physically settled, electronic and tradable auction process hosted by the IBA. The IBA provides a market-based platform for buyers and sellers to trade physical spot gold. The final auction price is used and published to the market as the “LBMA Gold Price benchmark.” The LBMA Gold Price is set in three currencies: USDs, euro and British pounds sterling. The IBA provides the auction platform and methodology as well as the overall administration and governance for the LBMA Gold Price.

Participants in the IBA auction process submit anonymous bids and offers which are published on screen and in real-time. Throughout the auction process, aggregated gold bids and offers are updated in real-time with the imbalance calculated and the price updated every 45 seconds until the buy and sell orders are matched. When the net volume of all participants falls within a pre-determined tolerance, the auction is deemed complete and the applicable LBMA Gold Price is published. Information about the auction process (such as aggregated bid and offer volumes) will be immediately available after the auction on the IBA’s website.

FUTURES EXCHANGES

Although the Fund 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 clearing organization acts as a counterparty for each member for clearing purposes.

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

MARKET REGULATION

The global gold markets are overseen and regulated by both governmental and self-regulatory organizations. In addition, certain trade associations have established rules and protocols for market practices and participants.

Overview of the Foreign Exchange Markets

The foreign exchange market (“FX Market”), in which traders are able to buy, sell, exchange, and speculate on currencies, is one of the world’s largest, most liquid and most actively traded financial markets. According to the Bank for International Settlements (“BIS”) Triennial Central Bank Survey 2013, trading in global foreign exchange markets averaged $5.3 trillion per day in April 2013.

Currencies in the FX Market are traded in pairs and the transacted rate represents the rate to exchange one currency for another currency. The USD is the dominant currency in the FX Market. The exchange of the USD for another currency accounts for an estimated 87% of global FX Market activity. The most actively traded currency pairs are the Euro/USD (EUR/USD), USD/Japanese Yen (USD/YEN), and British Pound Sterling/USD (GBP/USD). Participants in the FX Market include banks, investment firms, commercial companies, central banks, hedge funds, and retail customers.

There are three major kinds of transactions in the traditional foreign exchange markets: spot transactions, forwards and foreign exchange swaps. “Spot” trades are foreign exchange transactions that settle with physical delivery of a currency typically within two Business Days with the counterparty to the trade. “Forward” trades are transactions that settle on a date beyond spot, and can be either deliverable forwards, which require the delivery of the currency at the settlement of the transaction, or non-deliverable forwards which are not settled by physical delivery of the foreign currency, but rather through cash settlement. “Swap” transactions are transactions in which two parties exchange principal and interest in one currency for the principal and interest of another currency on one or more specified dates over an agreed period. There also are transactions in currency options, which trade both over-the-counter and, in the United States, on certain national securities exchanges, such as the Philadelphia Stock Exchange and the Chicago Board Options Exchange. Foreign exchange forward, swap and option transactions are subject to the jurisdiction of the CFTC and are regulated as swaps, other than currency options that are traded on the Philadelphia Stock Exchange, which are regulated as securities by the SEC. Currency futures are transactions in which an institution buys or sells a standardized amount of foreign currency on an organized exchange for delivery on one of several specified dates. Currency futures are traded in a number of regulated markets, including the International Monetary Market division of the Chicago Mercantile Exchange, the Singapore Exchange Derivatives Trading Limited (formerly the Singapore International Monetary Exchange, or SIMEX) and the London International Financial Futures Exchange (LIFFE).

Participants in the foreign exchange market have various reasons for participating. Multinational corporations and importers need foreign currency to acquire materials or goods from abroad. Banks and multinational corporations sometimes require specific wholesale funding for their commercial loan or other foreign investment portfolios. Some participants hedge open currency exposure through off-balance-sheet products.

The primary market participants in foreign exchange are banks (including government-controlled central banks), investment banks, money managers, multinational corporations and institutional investors. The most significant participants are the major international commercial banks that act both as brokers and as dealers. In their dealer role, these banks maintain long or short positions in a currency and seek to profit from changes in exchange rates. In their broker role, the banks handle buy and sell orders from commercial customers, such as multinational corporations. The banks earn commissions when acting as agent. They profit from the spread between the rates at which they buy and sell currency for customers when they act as principal.

Objective of the Fund

OVERVIEW

The Fund has been established as an alternative to traditional dollar-based gold investing. Although investors will purchase shares of the Fund with USDs or, in the case of Authorized Participants, through the contribution of Gold Bullion, the Fund is designed to provide investors with the economic effect of holding gold in terms of the Reference Currencies, rather than the USD. Specifically, the investment objective of the Fund is to track the performance of the Solactive GLD ^® Long USD Gold Index, less Fund expenses. The Solactive GLD ^® Long USD Gold Index, or the “Index,” represents the daily performance of a long position in physical gold and a short position in the FX Basket comprised of the Reference Currencies (as weighted in the Index). The Index is designed to measure daily gold returns as though an investor had invested in gold in terms of the FX Basket comprised of the Reference Currencies. In general, the USD value of an investment in the Fund would therefore be expected to increase when both the price of gold goes up and the value of the USD increases against the value of the Reference Currencies comprising the FX Basket (as weighted in the Index). Conversely, the USD value of an investment, in general, would be expected to decrease when the price of gold goes down and the value of the USD decreases against the value of the Reference Currencies comprising the FX Basket (as weighted in the Index). If the price of gold increases and the value of the USD decreases against the value of the Reference Currencies comprising the FX Basket, or vice versa, the net impact of these changes will determine the value of the Fund on a daily basis.

The Fund is a passive investment vehicle and is designed to track the performance of the Index regardless of (i) the value of gold or any Reference Currency; (ii) market conditions; and (iii) whether the Index is increasing or decreasing in value. The Fund’s holdings generally will consist entirely of Gold Bullion. Substantially all of the Fund’s Gold Bullion holdings are delivered by Authorized Participants (defined below) in exchange for Fund Shares. The Fund will not hold any of the Reference Currencies. The Fund generally will not hold USDs (except from time to time in very limited amounts to pay expenses). The Fund’s Gold Bullion holdings are not managed and the Fund does not have any investment discretion.

THE CASE FOR INVESTING IN GOLD REFERENCED IN NON-U.S. CURRENCIES

Gold has unique properties as an asset class. Gold can be used in portfolios to help protect global purchasing power, reduce portfolio volatility and minimize losses during periods of market shock. It has historically been perceived as a high-quality liquid asset to be used when selling other assets would cause losses. Investors have traditionally made use of gold’s lack of correlation with other assets to diversify their portfolios and hedge against stock market, bond, currency and other risks.

Gold’s ability to serve as a potential portfolio diversifier is due to its historically low-to-negative correlation with stocks and bonds. The economic forces that determine the price of gold are different from the forces that determine the prices of most financial assets. For example, the price of a stock often depends on the earnings or growth potential of the issuing company or the confidence investors have in its management. The price of a bond depends primarily on its credit rating, its yield and the yields of competing fixed income investments. The price of gold, however, depends on different factors, including the supply and demand for gold, the strength or weakness of the USD, the rate of inflation and interest rates and the political environment. Gold does not depend on a promise to pay on the part of any government or corporation, as is the case with investments in money market instruments as well as in the corporate and government bond markets. Gold cannot be repudiated, as is the case with paper assets. Gold is not subject to the risk of default or bankruptcy. Gold cannot be created at will as can paper-backed assets.

Some of gold’s investment attributes are shared with traditional portfolio diversifiers, which include non-U.S. equities, emerging markets securities, real estate investment trusts, and domestic and foreign bonds. However, gold historically has had little correlation with these traditional diversifiers and low-to-negative correlation with

the Standard & Poor’s 500 Index, which is widely regarded as the standard for measuring the stock market performance of large capitalized U.S. companies. In the search for effective diversification, investors have begun to turn to a variety of non-traditional diversifiers. These non-traditional diversifiers include hedge and private equity funds, commodities, timber and forestry, fine art and collectibles. Gold has historically been perceived as having one or more of the following advantages over each of these non-traditional diversifiers: greater liquidity, lower risk and lower management and holding costs.

An investment in the Shares may amplify gold’s portfolio diversification effect because of the potential impact of the Reference Currencies on the value of the Shares. In periods of stock market stress, investors have tended to seek safety in USD-denominated assets, which has tended to increase the value of the USD. Thus, during periods of stock market stress, gold purchased with USDs has tended to act as a portfolio diversifier, but gold purchased with foreign currencies has tended to provide even better diversification because investors were able to hold onto their appreciating USDs. Although investors purchase the Shares with USDs, the Gold Delivery Agreement is designed to provide investors with the economic effect of holding gold in terms of the Reference Currencies rather than in terms of USDs. Accordingly, the Fund is designed to provide investors with greater portfolio diversification than holding gold in USD terms only. Of course, there can be no guarantee that the Fund will meet this objective.

An investment in the Shares will perform better when the USD is strengthening than would an investment in Gold in USD terms. Accordingly, when the USD is strengthening, an investment in the Shares may allow investors to add gold’s portfolio diversification effect to their portfolios in a more effective way than an investment in gold in USD terms.

For example, during periods of stock market stress, based on historical data over the last 10 years, had the Index been in existence, it would have outperformed gold in USD terms and therefore helped to better diversify an investor’s portfolio during this period. For example, from July 1, 2008 to March 31, 2009, which roughly covers a period of significant losses in the stock market, gold in USD terms rose approximately 4.5% whereas the Index rose approximately %. Conversely, during periods where the stock market performed relatively well, gold in USD terms has tended to outperform the Index. Although many factors can drive the performance of both gold and the Reference Currencies comprising the FX Basket, the Index has tended to outperform gold in USD terms during periods of stock market stress because during those periods investors have tended to engage in a flight to quality and invest in both gold and USD-denominated assets. Of course, since these results are based on a limited sample period, and are for a period when the Index was not calculated in real-time, results for a longer period, or for future periods, could be different. Past performance is not indicative of future performance and is no guarantee of future results.

All forms of investment carry some degree of risk. In addition, the Shares have certain unique risks, as described in “Risk Factors” starting on page 11. Holding gold directly also has risks.

STRATEGY BEHIND THE SHARES

The Shares are intended to offer investors a new and different opportunity to participate in the gold market and to obtain exposure to the daily price of gold measured in the daily price of the Reference Currencies comprising the FX Basket against the USD through a single investment. Historically, the logistics of buying, storing and insuring gold have constituted a barrier to entry for some institutional and retail investors alike. Additionally, investors who wanted to have exposure to gold in terms of the Reference Currencies comprising the FX Basket would have to enter into multiple foreign exchange transactions, which can be difficult and inconvenient. The offering of the Shares is intended to overcome these barriers to entry. The logistics of storing and insuring gold are dealt with by the Custodian and the related expenses are built into the price of the Shares. Similarly, the logistics of having exposure to gold in terms of the Reference Currencies comprising the FX Basket are dealt with by having the Gold Delivery Provider make delivery to (or take delivery from) the Fund amounts of gold that represent changes in the value of the Reference Currencies comprising the FX Basket and the USD. Therefore, an investor in the

Shares does not have any additional tasks or transaction costs over and above those associated with any other publicly traded security. Fund fees and expenses will, however, have a negative impact on the Fund’s performance and create tracking error between the Fund and the Index.

The Shares are intended to provide institutional and retail investors with an alternative and simple means of gaining investment benefits similar to those of holding Gold Bullion, while at the same time providing exposure to the value of the Reference Currencies comprising the FX Basket against the USD. The Shares are intended to appreciate when the value of gold increases and/or when the Reference Currencies comprising the FX Basket fall in value against the USD. The Shares are intended to depreciate in value when the value of gold decreases and/or when the value of the Reference Currencies comprising the FX Basket rise in value against the USD.

THE PERFORMANCE OF THE FUND UNDER VARIOUS SCENARIOS

Chart 6 on page 103 of this Prospectus illustrates how the Fund is intended to perform if (1) the price of gold increases and the value of the USD (“USD”) against the Reference Currencies comprising the FX Basket decreases; (2) the price of gold increases and the value of the USD against the Reference Currencies comprising the FX Basket increases; (3) the price of gold decreases and the value of the USD against the Reference Currencies comprising the FX Basket; and (4) the price of gold decreases and the value of the USD against the Reference Currencies comprising the FX Basket increases. The chart does not take into account any fees and expenses of the Fund. Of course, there can be no guarantee of future results and past performance is not indicative of future performance.

Description of the Solactive GLD ^® Long USD Gold Index

GENERAL

The Index is maintained and calculated by Solactive AG, the Index Provider. The description of the strategy and methodology underlying the Index included in this Prospectus is based on rules published by the Index Provider (the “Index Rules”), and is qualified by the full text of the Index Rules. The Index Rules, and not this description, will govern the calculation and constitution of the Index and other decisions and actions related to its maintenance. The Index is the intellectual property of Solactive AG, and Solactive AG reserves all rights with respect to its ownership of the Index. The Index is published by Solactive AG under the ticker symbol “ .”

The Index is described as a “notional” or “synthetic” portfolio or strategy because there is no actual portfolio of assets to which any person is entitled or in which any person has any ownership interest. The Index references certain assets ( i.e., gold and the Reference Currencies comprising the FX Basket), the performance of which will be used as a reference point for calculating the daily performance of the Index (the “Index Level”). The Index seeks to track the daily performance of a long position in physical gold and a short position in the Reference Currencies comprising the FX Basket (as weighted in the Index) relative to USDs. If the Gold Price (as defined below) increases and the Reference Currencies comprising the FX Basket depreciate against the USD, the Index Level is intended to increase. Conversely, if the Gold Price decreases and the Reference Currencies comprising the FX Basket appreciate against the USD, the Index Level is intended to decrease. In certain cases, the appreciation of the Gold Price or the depreciation of the FX Basket comprised of the Reference Currencies may be offset by the appreciation of the FX Basket comprised of the Reference Currencies or the depreciation of the Gold Price, as applicable. The net impact of these changes determines the Index Level on a daily basis. The Index value is disseminated each Index Business Day at approximately 6:00 a.m. New York time.

The term “Reference Currencies” refers to the following non-U.S. currencies: the euro, Japanese yen, British pound sterling, Canadian dollar, Swedish krona and Swiss franc. Rather than viewing the Index in terms of percentage weightings of gold and Reference Currencies comprising the FX Basket, it is more accurate to view the index as being weighted 100% in gold with an overlay of the Reference Currencies comprising the FX Basket that essentially reflects how the gold is performing in terms of the Reference Currencies comprising the FX Basket. Just as gold price in terms of U.S. dollars is not weighted partially in gold and partially in U.S. dollars, the Index is not weighted partially in gold and partially in the Reference Currencies comprising the FX Basket.

VALUATION OF GOLD IN THE INDEX: THE GOLD PRICE

The daily price of gold generally is the primary driver of Index returns. Fluctuations in the value of the Reference Currencies comprising the FX Basket have historically typically accounted for less than 1% of the daily Index returns. The Index values gold on a daily basis using the “Gold Price.” The Gold Price generally is the LBMA Gold Price AM. The “LBMA Gold Price” means the price per troy ounce of gold stated in USDs as set via an electronic auction process run twice daily at 10:30 a.m. and 3:00 p.m. London time each Business Day as calculated and administered by the IBA and published by the LBMA on its website. The “LBMA Gold Price AM” is the 10:30 a.m. LBMA Gold Price. IBA, an independent specialist benchmark administrator, provides the price platform, methodology and the overall administration and governance for the LBMA Gold Price.

VALUATION OF REFERENCE CURRENCIES COMPRISING THE FX BASKET IN THE INDEX

As of , 2016, the FX Basket was comprised of the following non-U.S. currencies with the following weights for purposes of the Index:

Euro (EUR/USD) (57.6%)

Japanese yen (USD/JPY) (13.6%)

British pound sterling (GPB/USD) (11.9%)

Canadian dollar (USD/CAD) (9.1%)

Swedish krona (USD/SEK) (4.2%)

Swiss franc (USD/CHF) (3.6%)

At the close of each Index Business Day, the weight of each Reference Currency comprising the FX Basket will be reset to the target weight for that Reference Currency as described above. Each Reference Currency comprising the FX Basket is expressed in the Index in terms of a number of foreign currency units relative to one USD ( e.g. , a number of JPY per one USD) or in terms of a number of USDs per one unit of the reference currency ( e.g. , a number of USDs per one Euro). In order to reflect the currency returns, the Index references the Spot Rates and Spot Next Forward Points associated with each Reference Currency. See “— The Reference Currencies — Spot Rates of Each Reference Currency” and “— The Reference Currencies — Spot Next Forward Points of Each Reference Currency” below.

For purposes of calculating the Index, the Index references the WMR Spot Rates and Spot Next Forward Points associated with each Reference Currency comprising the FX Basket.

Determination of the Reference Currency Weights

The weights of each Reference Currency comprising the FX Basket were determined by the U.S. Federal Reserve in 1978 and used in its “index of the weighted-average foreign exchange value of the U.S. dollar” ( see August 1978 Federal Reserve Bulletin, Volume 64, Number 8, p. 700). The weights were fixed and reflected the weighted average of the exchange values of the U.S. Dollar against 10 major foreign currencies. The weight of each currency in the index was equal to the country’s average share of total trade (imports plus exports) for the five years 1972 to 1976. The base period of the index is March 1973, which corresponds to the start of the period of generalized floating of the exchange rate.

The U.S. Federal Reserve revised the weights in 1998 in its “new summary measures of the foreign exchange value of the dollar” ( see October 1998 Federal Reserve Bulletin, Volume 84, Number 10, p. 811). The U.S. Federal Reserve made this change shortly before the Euro replaced five of the currencies initially included in the index (German deutsche mark, French franc, Italian lira, Dutch guilder and Belgium franc). The weights attributed to the Euro are equal to the aggregated weights of the five currencies it substituted. Since that time, the U.S. Federal Reserve has not made other changes to the currency weights.

The Spot Rate of Each Reference Currency Comprising the FX Basket

A “Spot Rate” is the rate at which a Reference Currency comprising the FX Basket can be exchanged for USDs on an immediate basis, subject to the applicable settlement cycle. In other words, if you wanted to convert USDs into Euros, you could enter into a spot transaction at the Spot Rate (subject to the bid/ask) and you would receive

Euros in a number of days, depending on the settlement cycle of that currency. Generally, the settlement of a “spot” transaction is two currency business days (except in the case of Canadian dollars, which settle on the next Business Day). The following table sets forth the Reference Currencies comprising the FX Basket (each of which is measured against USDs), the applicable Reuters Page for each Spot Rate referenced by the Index and the market convention for quoting such currency.


Reference Currency	Reuters Page	Market Convention for Quotation
EUR/USD	USDEURFIX=WM	Number of USD per one EUR
USD/JPY	USDJPYFIX=WM	Number of JPY per one USD
GBP/USD	USDGBPFIX=WM	Number of USD per one GBP
USD/CAD	USDCADFIX=WM	Number of CAD per one USD
USD/SEK	USDSEKFIX=WM	Number of SEK per one USD
USD/CHF	USDCHFFIX=WM	Number of CHF per one USD

The Index generally references the Spot Rate for each Reference Currency as of 9:00 a.m. London time, but may use different fixing times for certain reasons as described in the Index Rules .

The World Markets Company plc (“WM”) provides an exchange rate service that publishes Spot Rates at fixed times throughout the global trading day. WM does not use a panel or polling solicitation process to obtain underlying data in the benchmark calculation process. WM uses transactional data to set “Trade Rates,” reflecting data from actual transactions entered into on an arm’s length basis between buyers and sellers in that market, where that data is available and reflects sufficient liquidity.

The Thomson Reuters Market Data System is the primary infrastructure used to source spot foreign exchange rates used in the calculation of the rates. Other systems may be used where the appropriate rates are not available on the Thomson Reuters architecture.

Over a five-minute fix period, actual trades executed and bid and offer order rates from the order matching systems are captured every second from 2 minutes 30 seconds before to 2 minutes 30 seconds after the time of the fix. From each data source, a single traded rate will be captured — this will be identified as a bid or offer depending on whether the trade is a buy or sell. A pre-defined spread set for each currency at each fix will be applied to the Trade Rate to calculate the opposite bid or offer. All captured trades will be subjected to validation checks. This may result in some captured data being excluded from the fix calculation.

Spot Next Forward Points of Each Reference Currency Comprising the FX Basket

As noted, in most spot currency transactions, settlement is two currency business days after the trade date. A spot-next trade effectively extends the spot settlement cycle by one Business Day ( i.e. , the “next” day) and a Spot-Next Forward Point represents the difference in price between a spot transaction and a spot-next trade. Combining a spot-next trade with a spot transaction allows for exposure to the currency without taking delivery. By entering on each Index Business Day into notional spot-next trades that are closed the next Index Business Day against spot transactions, the Index is exposed to the Reference Currencies comprising the FX Basket without having to take delivery of these currencies. The Index approximates the cost of entering into a spot-next trade by linearly interpolating the cost of that trade based on the WM/Reuters “SW — Spot Week (One Week)” forward rates and a spot transaction.

The following table sets forth the Reference Currencies comprising the FX Basket (each of which is measured against USDs) and the applicable Reuters Page for each SW — Spot Week (One Week) forward rate referenced by the Index and the market convention for quoting such Reference Currency comprising the FX Basket.


Reference Currency		Reuters Page
EUR/USD		USDEURSWFIX=WM
USD/JPY		USDJPYSWFIX=WM
GBP/USD		USDGBPSWFIX=WM
USD/CAD		USDCADSWFIX=WM
USD/SEK		USDSEKSWFIX=WM
USD/CHF		USDCHFSWFIX=WM

The Index references the SW — Spot Week (One Week) forward rate for each Reference Currency as of 9:00 a.m. London time.

EXPOSURE OF THE INDEX TO THE REFERENCE CURRENCIES COMPRISING THE FX BASKET

The exposure of the Index to the Reference Currencies comprising the FX Basket is based on the pre-determined weightings as described above. The Reference Currencies comprising the FX Basket will be reset to these pre-determined weightings at the close of each Index Business Day.

INDEX PROVIDER

The Index Provider will act in good faith and in a commercially reasonable manner in respect of determinations, interpretations and calculations made by it pursuant to the Index Rules.

All determinations, interpretations and calculations of the Index Provider relating to the Index Rules will be final, conclusive and binding, and no person will be entitled to make any claim against the Index Provider or any Relevant Person (as defined in the Index License Agreement) in respect thereof. Neither the Index Provider nor any Relevant Person will:

(a)	be under any obligation to revise any determination, interpretation or calculation made or action taken for any reason in connection with the Index Rules or the Index; or

(b)

have any responsibility to any person for any determination, interpretation or calculation made or anything done (or omitted) (whether as a result of negligence or otherwise) in respect of the Index, the publication of the Index Level (or failure to publish such level) or any use to which any person may put the Index or the Index Levels.

CALCULATION OF THE INDEX LEVELS

On each Publication Day, the Index Provider will calculate the Index Level in accordance with the terms set forth in the Index Rules. The Index Level was set equal to (the “Initial Index Level”) on , 2016 (the “Index Start Date”), and the Index has been calculated live since , 2016 (the “Index Live Date”).

No assurance can be given that the Index will be successful or that the Index will generate positive returns or will accurately reflect the price of gold relative to the Reference Currencies comprising the FX Basket. See “Risk Factors” starting on page 16.

PUBLICATION OF THE INDEX LEVELS

The Index Provider will publish (in a manner determined by the Index Provider from time to time) the Index Level as of each Index Business Day in accordance with the Index Rules. If an Index Business Day is not a

Publication Day, the Index Provider will not publish the Index Level and the Index Provider will resume publishing the Index Level on the immediately following Publication Day, subject to the consequences of the occurrence of a Market Disruption Event or Extraordinary Event. A “Publication Day” is any day that (a) is an Index Business Day and (b) is not on a day on which a Market Disruption Event or Extraordinary Event has occurred or is continuing.

Notwithstanding anything to the contrary, the Index Provider may cease publication of the Index Level at any time in its sole discretion, and nothing in this Prospectus shall be construed as an agreement by the Index Provider to continue to calculate the Index Level if the Index Provider has elected to cease publication.

The Index Provider will publish an Index Level that is rounded to ten decimal points.

AMENDMENTS TO THE INDEX RULES

The Index Rules for the Index may be amended from time to time by the Index Provider pursuant to the terms of the Index Rules and will be republished (in a manner determined by the Index Provider from time to time) no later than one calendar month following such amendment. The Index Provider will use reasonable efforts to provide at least two Index Business Days prior notice before the day on which amendments to the Index will become effective.

Although the Index Rules are intended to be comprehensive and accurate, ambiguities may arise and errors or omissions may have been made. If an ambiguity, error or omission arises, the Index Provider will resolve or address such ambiguity, error or omission in its sole discretion and, if necessary, the Index Provider will amend the Index Rules to reflect such resolution.

Operation of the Fund

Because the Fund generally will hold only Gold Bullion (and not USDs or the Reference Currencies comprising the FX Basket), the actual economic impact of changes to the value of the Reference Currencies comprising the FX Basket against the USD from day to day can be reflected in the Fund only by moving an amount of Gold Bullion ounces of equivalent value into or out of the Fund. Therefore, the Fund will seek to track the performance of the Index by entering into a transaction each Index Business Day with the Gold Delivery Provider pursuant to which Gold Bullion is moved into or out of the Fund. The terms of this transaction are set forth in a written contract between the Fund and the Gold Delivery Provider referred to as the “Gold Delivery Agreement.” The Fund does not intend to enter into any other Gold Bullion transactions other than with the Gold Delivery Provider as described in the Gold Delivery Agreement (except that Authorized Participants will deliver or receive Gold Bullion from the Fund in connection with the purchase or redemption of Creation Units and the Fund will sell Gold Bullion to cover Fund expenses). The Fund will not hold any non-U.S. currency or any financial instruments linked to a non-U.S. currency or index, other than the Fund’s rights and obligations under the Gold Delivery Agreement.

Gold Bullion held by the Fund will only be sold (1) on an as-needed basis to pay Fund expenses; (2) in the event the Fund terminates and liquidates its assets; or (3) as otherwise required by law or regulation. The sale of Gold Bullion by the Fund, and the transfer of Gold Bullion out of the Fund pursuant to the Gold Delivery Agreement, is a taxable event to Shareholders. See “United States Federal Tax Consequences — Taxation of U.S. Shareholders.”

THE GOLD DELIVERY AGREEMENT

Pursuant to the terms of the Gold Delivery Agreement, the Fund will enter into a transaction to deliver Gold Bullion to, or receive Gold Bullion from, the Gold Delivery Provider each Business Day. The amount of Gold Bullion transferred essentially will be equivalent to the Fund’s profit or loss as if the Fund had exchanged the Reference Currencies comprising the FX Basket, in the proportion in which they are reflected in the Index, for USDs in an amount equal to the Fund’s holdings of Gold Bullion on such day. In general, if there is a currency gain ( i.e. , the value of the USD against the Reference Currencies comprising the FX Basket increases), the Fund will receive Gold Bullion. In general, if there is a currency loss ( i.e. , the value of the USD against the Reference Currencies comprising the FX Basket decreases), the Fund will deliver Gold Bullion. In this manner, the amount of Gold Bullion held by the Fund will be adjusted to reflect the daily change in the value of the Reference Currencies comprising the FX Basket against the USD. The Gold Delivery Agreement requires Gold Bullion ounces equal to the value of the Gold Delivery Amount to be delivered to the custody account of the Fund or Gold Delivery Provider, as applicable. The fee that the Fund pays the Gold Delivery Provider for its services under the Gold Delivery Agreement is accrued daily and reflected in the calculation of the Gold Delivery Amount.

Subject to the terms of the Gold Delivery Agreement, the Gold Delivery Provider will (i) calculate the Gold Delivery Amount on each Business Day and (ii) deliver Gold Bullion ounces equal to the USD value of the Gold Delivery Amount into or out of the Fund generally within two Business Days, provided that such days are also days on which the delivery of Gold Bullion can be settled. The Gold Delivery Amount is the amount of Gold Bullion ounces to be delivered into or out of the Fund to reflect price movements in the Reference Currencies comprising the FX Basket against the USD on each Business Day (assuming no “Market Disruption Event” or “Extraordinary Event” has occurred or is continuing as described in more detail below).

CALCULATION OF THE GOLD DELIVERY AMOUNT

On each Business Day (assuming no “Market Disruption Event” or “Extraordinary Event” has occurred or is continuing as described in more detail below), the Gold Delivery Provider determines the notional exposure for each Reference Currency comprising the FX Basket based upon their respective Index weights. The total notional exposure for each Reference Currency on a Business Day takes into account the NAV of the Fund (which takes into account creation and redemption orders received on the previous Business Day).

The Gold Delivery Provider then determines the “FX PnL” which captures the effect of changes in the daily value of the Reference Currencies comprising the FX Basket in their respective weights by calculating the change in the Spot Rate from the prior Index Business Day to the current Index Business Day and adjusting that change to reflect a notional spot-next trade because delivery of currencies is not being taken. The Gold Delivery Provider generally will make this calculation outside of U.S. market hours (by 6:30 a.m. New York time) based on the prices of the Reference Currencies comprising the FX Basket published at the WMR FX Fixing Time.

The FX PnL is divided by the Gold Price (i.e., the LBMA Gold Price AM) to determine the Gold Delivery Amount.

If the Gold Delivery Amount is a positive number (meaning that the Fund has experienced a currency gain on the notional short position in the FX Basket comprised of Reference Currencies), the Gold Delivery Provider will transfer to the Fund’s custody account an amount of Gold Bullion (in ounces) equal to the Gold Delivery Amount. If the Gold Delivery Amount is a negative number (meaning that the Fund has experienced a currency loss on the notional short position in the FX Basket comprised of Reference Currencies), the Fund will transfer to the Gold Delivery Provider’s custody account an amount of Gold Bullion (in ounces) equal to the Gold Delivery Amount. The fee that the Fund pays the Gold Delivery Provider for its services under the Gold Delivery Agreement is accrued daily and reflected in the calculation of the Gold Delivery Amount.

Chart 5 on page 102 of this Prospectus shows hypothetical Gold Bullion deliveries to and from the Fund by the Gold Delivery Provider. The numerical values are based on actual historical data on four days chosen to indicate the various combinations of gold (in USD terms) and the FX Basket comprised of the Reference Currencies appreciating or depreciating. Specifically, the chart shows how Gold Bullion would move into or out of the Fund on a particular day in which (1) the price of gold increases and the value of the USD against the FX Basket comprised of Reference Currencies decreases; (2) the price of gold increases and the value of the USD against the FX Basket comprised of Reference Currencies increases; (3) the price of gold decreases and the value of the USD against the FX Basket comprised of Reference Currencies decreases; and (4) the price of gold decreases and the value of the USD against the FX Basket comprised of Reference Currencies increases.

Creation and Redemption of Shares

The Gold Delivery Agreement also specifies how the amount of Gold Bullion representing a Creation Unit is determined in connection with creation and redemption transactions (see “Creation and Redemption of Shares”).

MARKET DISRUPTION EVENTS AND EXTRAORDINARY EVENTS

From time to time, unexpected events may cause the calculation of the Index and/or the operation of the Fund to be disrupted. These events are expected to be relatively rare, but there can be no guarantee that these events will not occur. These events are referred to as either “Market Disruption Events” or “Extraordinary Events.” The occurrence of a Market Disruption Event for ten consecutive Index Business Days generally would be considered an Extraordinary Event. Market Disruption Events generally include disruptions in the trading of gold or the Reference Currencies comprising the FX Basket, delays or disruptions in the publication of the LBMA Gold Price or the Reference Currency prices, and unusual market or other events that are tied to either the trading of gold or the Reference Currencies comprising the FX Basket or otherwise have a significant impact on the trading of gold or the Reference Currencies comprising the FX Basket. For example, market conditions or other events which result in a material limitation in, or a suspension of, the trading of physical gold generally would be considered Market Disruption Events, as would material disruptions or delays in the determination or publication of the LBMA Gold Price AM. Similarly, market conditions which prevent, restrict or delay the Gold Delivery Provider’s ability to convert a Reference Currency to USDs or deliver a Reference Currency through customary channels generally would be considered a Market Disruption Event, as would material disruptions or delays in the determination or publication of WMR spot prices for any Reference Currency comprising the FX Basket. The complete definition of a Market Disruption Event is set forth in “Market Disruption Events and Extraordinary Events.”

PRINCIPALS AND KEY PERSONNEL OF THE CPO

The principals of the CPO are Gregory S. Collett, who serves as the Vice President of the CPO, Samantha McDonald, who serves as Chief Financial Officer and Treasurer of the CPO, and WGC US Holdings Inc.

Gregory Collett , age 45, joined the World Gold Council in April 2014 and currently serves as Director of Investment Products for WGC USA, Inc., a wholly-owned, indirect subsidiary of the World Gold Council. In that capacity, his responsibilities include overseeing the SPDR ^® Gold Trust (Symbol: GLD ^® ), the largest exchange-traded fund in the world backed by physical gold. Mr. Collett became a registered Associated Person and Listed Principal of the Sponsor on August 19, 2015 and August 13, 2015, respectively. From January 2010 to March 2014, Mr. Collett was a partner with Collett Clark LLP, where he primarily handled financial industry transactions and disputes involving commodity futures. From October 2002 through June 2008, Mr. Collett worked for Deutsche Bank where he launched the Powershares DB line of commodity and currency ETFs and ETNs. In that capacity, Mr. Collett held the title of Director and Chief Operating Officer of DB Commodity Services LLC, which was the managing owner and commodity pool operator of the ETFs. Mr. Collett became a registered Associated Person of Deutsche Bank Securities Inc. on December 22, 2006 and a Listed Principal of DB Commodity Services LLC on June 12, 2006. He withdrew his registration as an Associated Person of Deutsche Bank Securities Inc. and Listed Principal of DB Commodity Services LLC on June 20, 2008. Before joining Deutsche Bank, Mr. Collett was an associate with the law firm of Sidley Austin LLP and an attorney-advisor for the Commodity Futures Trading Commission. Mr. Collett received his J.D. from George Washington University Law School in 1997 and his B.A. from Colgate University in 1993.

Samantha McDonald, age 45, is the Chief Financial Officer and Treasurer of the Sponsor. Ms. McDonald was appointed to the position in March 2015. She joined the Sponsor in October 2013 as Finance and Operations Manager. Prior to joining the Sponsor, Ms. McDonald was employed by Roubini Global Economics, or RGE, from November 2011 until October 2013. During her tenure at RGE, Ms. McDonald was the VP of Finance and was responsible for the planning, operating performance and leadership of the financial accounting and administrative functions. Prior to this, Ms. McDonald was Controller at GTIS Partners, a global real estate investment firm, from December 2009 to November 2011. She has also been the CFO for Software Technology, Inc., a provider of Education Data Management solutions to the K-12 market from June 2002 to May 2008. Ms. McDonald holds a Bachelor of Science degree in Accounting from Auburn University and received her Master in Accounting degree from University of South Alabama. She is a Certified Public Accountant.

Fund Expenses

The Fund’s only ordinary recurring expenses are expected to be the annual remuneration due to the Sponsor of 0.33% of the daily net asset value of the Fund and the annual remuneration due to the Gold Delivery Provider of 0.17% of the daily net asset value of the Fund, so that the Fund’s total annual expense ratio will be equal to 0.50%.

In exchange for the Sponsor’s fee the Sponsor has agreed to assume the ordinary fees and expenses incurred by the Fund, including but not limited to the following: fees charged by the Administrator, the Custodian, the Index Provider, Marketing Agent and the Trustee, NYSE Arca listing fees, typical maintenance and transaction fees of the DTC, SEC and CFTC registration fees, printing and mailing costs, audit fees and expenses, up to $100,000 per annum in legal fees and expenses and applicable license fees. The Sponsor shall not be required to pay any extraordinary expenses not incurred in the ordinary course of the Funds’ business. Extraordinary expenses are fees and expenses which are unexpected or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the Funds. In addition, the Sponsor shall not be required to pay any charges, fees, transaction or other costs in connection with the Gold Delivery Agreement or any other agreement, including the Custody Agreements and Participant Agreement, in connection with the delivery of Gold Bullion to or from the Fund. Routine operational, administrative and other ordinary expenses are not deemed extraordinary expenses. The Fund will sell Gold on an as-needed basis to pay the Sponsor’s fee.

In certain exceptional cases the Fund will pay for some expenses. These exceptions include expenses not assumed by the Sponsor (described in the immediately preceding paragraph), taxes and governmental charges, expenses and costs of any extraordinary services performed by the Trustee or the Sponsor on behalf of the Trust or action taken by the Trustee or the Sponsor to protect the Trust or the interests of Shareholders, indemnification of the Sponsor under the Depositary Agreement, and legal expenses in excess of $100,000 per year.

Shareholders do not have the option of choosing to pay their proportionate share of the Fund’s expenses in lieu of having their share of expenses paid by the sale of the Fund’s Gold. Each sale of Gold by the Fund will be a taxable event to Shareholders. See “United States Federal Tax Consequences — Taxation of U.S. Shareholders.”

SALES OF GOLD

The Sponsor will sell the Fund’s Gold Bullion as necessary to pay the Fund’s expenses. When selling Gold Bullion to pay expenses, the Sponsor will endeavor to sell the smallest amounts of Gold Bullion needed to pay expenses in order to minimize the Fund’s holdings of assets other than Gold Bullion and will endeavor to sell at the LBMA Gold Price AM. The Sponsor will place orders with Gold Bullion dealers (which may include the Custodian) through which the Sponsor expects to receive the most favorable price and execution of orders. The Sponsor shall not be liable for depreciation or loss incurred by reason of any sale. See “United States Federal Tax Consequences — Taxation of U.S. Shareholders” for information on the tax treatment of Gold Bullion sales.

The Sponsor will sell the Fund’s Gold Bullion if that sale is required by applicable law or regulation or in connection with the termination and liquidation of the Fund.

Any property received by the Fund other than Gold Bullion, cash or an amount receivable in cash (such as, for example, an insurance claim) will be promptly sold or otherwise disposed of by the Sponsor and the resulting proceeds will be credited to the Fund’s cash account and/or converted into Gold Bullion.

Gold Bullion will also be delivered into or out of the Fund in accordance with the Gold Delivery Agreement. For more information, see the section herein titled “The Gold Delivery Provider and the Gold Delivery Agreement.”

CASH ACCOUNT AND RESERVE ACCOUNT

The Sponsor will cause the Fund to maintain a cash account in which proceeds of Gold Bullion sales and other cash received by the Fund will be held. The Sponsor may withdraw funds from the cash account to establish a reserve account for any taxes, other governmental charges and contingent or future liabilities.

Breakeven Analysis

The following table indicates the approximate percentage and dollar returns required for the value of an initial investment in a Share to equal the amount originally invested 12 months after issuance.

The table, as presented, is only an approximation, based on the assumed issuance of only the Initial Shares. The capitalization of the Fund may directly affect the amounts of one or more of these charges. The Sponsor’s Fee is calculated as a percentage of the Adjusted Net Asset Value of the Fund. The table does not reflect the additional transaction fees and costs required for the creation and redemption of Creation Units.

THE INFORMATION CONTAINED IN THIS BREAKEVEN ANALYSIS REFLECTS ESTIMATES DETERMINED AS OF , 2016. ACTUAL RESULTS MAY VARY SIGNIFICANTLY.


Expense ⁽¹⁾	$		%
Initial Selling Price	$	100	%
Sponsor’s Fee ⁽²⁾	$	0.33	%
Gold Delivery Provider Fee ⁽³⁾	$	0.17	%
Organization and Offering Expenses ⁽⁴⁾	$	0.00	%
Fund Operating Expenses ⁽⁵⁾	$	0.00	%
12-Month Breakeven ⁽⁶⁾	$	0.50	%

(1)

The foregoing breakeven analysis assumes that the Shares have a constant month-end net asset value. Calculations are based on as the NAV. Dollar amounts are rounded to the nearest cent and percentages are rounded to two decimal places.

(2)

The Fund pays the Sponsor the Sponsor’s Fee, which accrues daily at an annualized rate of 0.33% of the NAV of the Fund, payable by the Fund monthly in arrears. The Sponsor’s Fee is paid in consideration of the services provided by the Sponsor, including procuring the services of the Fund’s other service providers and its payment of certain related fees and expenses that would otherwise have been payable by the Fund.

(3)

The Fund pays the Gold Delivery Provider the Gold Delivery Provider’s Fee, which accrues daily at an annual rate of 0.17% of the NAV of the Fund, payable by the Fund monthly in arrears.

(4)

The Sponsor is responsible for paying Organization and Offering Expenses, which consist of the costs and expenses incurred in connection with organizing the Fund and the initial issuance and distribution of the Shares. Organization and Offering Expenses include SEC and CFTC registration fees, printing and mailing costs, listing and licensing fees, legal fees and expenses, accounting fees and expenses and the fees and expenses of certain other service providers to the Fund incurred in connection with the initial issuance and distribution of the Shares. The Fund does not separately bear the costs of Organization and Offering Expenses, although these costs are taken into consideration when calculating the Sponsor’s Fee. Additional information relating to Organization and Offering Expenses may be found under “Fund Expenses.”

(5)

The Sponsor is responsible for paying ongoing Fund Operating Expenses other than the Sponsor Fee and the Gold Delivery Provider Fee, which consist of the following: (1) fees paid to the Trustee; (2) fees paid to the Custodian, Administrator and other service providers; and (3) various Fund administration fees, including printing and mailing costs, legal and audit fees, registration fees and NYSE Arca listing fees. The Sponsor is not responsible for paying extra ordinary expenses of the Fund. Additional information relating to Fund Operating Expenses may be found under “Fund Expenses.”

(6)

You may pay customary brokerage commissions in connection with purchases of Shares. Because such brokerage commission rates will vary from investor to investor, such brokerage commissions have not been included in the breakeven table. Investors are encouraged to review the terms of their brokerage accounts for details on applicable charges. This breakeven analysis does not include fees charged in connection with the creation/redemption process, currently totaling , as such fees are only payable by Authorized Participants in creation and redemption transactions.

Description of the Trust

The Trust is organized as a Delaware statutory trust consisting of multiple separate Series. Delaware Trust Company, a Delaware trust company with trust powers is the sole Trustee of the Trust. Each Series issues common units of beneficial interest, or Shares, which represent units of fractional undivided beneficial interest in and ownership of such Series. The Trust was organized into separate series as a Delaware statutory trust rather than as multiple separate trusts in order to achieve certain administrative efficiencies. As of the date of this Prospectus, the Trust consists of two Series. One such Series, the Long Dollar Gold Trust, or the “Fund,” is offered pursuant to this Prospectus. As of the date of this Prospectus, the other Series of the Trust is not being offered. The assets of the Fund include only Gold Bullion and cash, if any, including, without limitation, Gold Bullion delivered to the Fund in connection with Creation transactions or by the Gold Delivery Provider pursuant to the Gold Delivery Agreement.

The Trust was formed and is operated in a manner such that each Series is liable only for obligations attributable to such Series. This means that Shareholders of the Fund are not subject to the losses or liabilities of any other Series and Shareholders of the other Series are not subject to the losses or liabilities of the Fund. Accordingly, the debts, liabilities, obligations and expenses, or collectively, Claims, incurred, contracted for or otherwise existing solely with respect to the Fund or a Series are enforceable only against the assets of the Fund or such Series, as applicable, and not against any other Series or the Trust generally. This limitation on liability is referred to as the “Inter-Series Limitation on Liability.” The Inter-Series Limitation on Liability is expressly provided for under the Delaware Statutory Trust Act, which provides that if certain conditions are met, then the debts of any particular series will be enforceable only against the assets of such series and not against the assets of any other Fund or the Trust generally. For the avoidance of doubt, the Inter-Series Limitation on Liability applies to all series of the Trust, including both the Fund and any other Series.

The Fund expects to create and redeem Shares from time to time but only in Creation Units (a Creation Unit equals a block of 10,000 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 Creation Units. The creation and redemption of Creation Units requires the delivery to the Fund or the distribution by the Fund of the amount of Gold Bullion represented by the Creation Units being created or redeemed. The total amount of Gold Bullion required for the creation of Creation Units will be based on the combined NAV of the number of Creation Units being created or redeemed. The initial amount of Gold Bullion required for deposit with the Fund to create Shares is 1,000 ounces per Creation Unit. The number of ounces of Gold Bullion required to create a Creation Unit or to be delivered upon redemption of a Creation Unit is expected to change over time depending on Index performance net of the fees charged by the Fund and the Gold Delivery Provider. Creation Units may be created or redeemed only by Authorized Participants, who will pay a transaction fee of $[ ] for each order to create or redeem Creation Units. Authorized Participants may sell to other investors all or part of the Shares included in the Creation Units they purchase from the Fund. See “Plan of Distribution.” The number of Shares in a Creation Unit, and the transaction fee associated with such Creation Units, may be changed by the Sponsor at any time in its sole discretion.

Investors may obtain on a 24-hour basis gold pricing information based on the spot price for an ounce of gold from various financial information service providers. Current spot prices are also generally available with bid/ask spreads from Gold Bullion dealers. In addition, the Fund’s website at http://www.spdrgoldshares.com will provide ongoing 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 NAV of the Fund as calculated each Business Day by the Administrator will be posted on the Fund’s website. The Fund has no fixed termination date and the Sponsor may terminate the Fund for any reason in its sole discretion. See “The Declaration of Trust — Termination of the Trust.”

Description of Key Service Providers

THE SPONSOR

The Sponsor is a Delaware limited liability company formed on August 1, 2014. The Sponsor is responsible for establishing the Trust and for the registration of the Shares. The Sponsor generally oversees the performance of the Fund’s principal service providers, but does not exercise day-to-day oversight over such service providers. The Sponsor, with assistance and support from the Administrator, is responsible for preparing and filing periodic reports on behalf of the Fund with the SEC and will provide any required certification for such reports. The Sponsor will designate the independent registered public accounting firm of the Fund and may from time to time employ legal counsel for the Fund. The Sponsor is a CPO of the Fund, is registered in such capacity with the CFTC and is registered as a member of the National Futures Association. The Sponsor is responsible for administering the Gold Delivery Agreement. The Sponsor has not previously operated any other pools or traded any other accounts. The Sponsor is an affiliate of World Gold Trust Services LLC, the sponsor of the SPDR ^® Gold Trust. To assist the Sponsor in marketing the Shares, the Sponsor has entered into the Marketing Agent Agreement with the Marketing Agent and the Fund. See “— The Marketing Agent” for more information about the Marketing Agent. The Sponsor maintains a public website on behalf of the Fund

(http://www.spdrgoldshares.com), which contains information about the Fund and the Shares.

The CFTC and the NFA regulate the activities of CPOs and the CFTC has adopted regulations with respect to certain of such persons’ activities. Pursuant to its authority, the CFTC requires a CPO to deliver a prospectus to a prospective pool participant prior to or when it delivers the pool subscription agreement to the participant, provide NFA and pool participants annual financial statements, provide pool participants monthly or quarterly account statements, and keep accurate, current and orderly records with respect to each pool it operates. The Sponsor will deliver a prospectus to each Authorized Participant and make the prospectus available on a website and comply with applicable CFTC requirements, including those related to disclosure and recordkeeping. The CFTC may suspend the registration of a CPO if the CFTC finds that the operator has violated the CEA or regulations thereunder and in certain other circumstances. Suspension, restriction or termination of an entity’s registration as a CPO would prevent it, until such time (if any) as such registration were to be reinstated, from managing, and might result in the termination of, the Fund. The Fund is not registered with the CFTC in any capacity.

Shareholders are afforded certain rights for reparations under the CEA. Shareholders may also be able to maintain a private right of action for certain violations of the CEA. The CFTC has adopted rules implementing the reparation provisions of the Commodity Exchange Act which provide that any person may file a complaint for a reparations award with the CFTC for violation of the CEA against a floor broker, futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, and their respective associated persons.

Pursuant to authority in the CEA, the NFA has been formed and registered with the CFTC as a “registered futures association.” At the present time, the NFA is the only non-exchange self-regulatory organization for commodities professionals. WGC is a member of the NFA. NFA members are subject to NFA standards relating to fair trade practices, financial condition and consumer protection. As the self-regulatory body of the commodities industry, the NFA promulgates rules governing the conduct of commodity professionals and disciplines those professionals who do not comply with such standards. The CFTC has delegated to the NFA responsibility for the registration of commodity trading advisors, commodity pool operators, futures commission merchants, introducing brokers and their respective associated persons and floor brokers.

THE TRUSTEE

Delaware Trust Company, a Delaware trust company, is the sole Trustee of the Trust and the Fund. The Trustee’s principal offices are located at 2711 Centerville Rd, Suite 400, Wilmington, DE 19808. The Trustee’s duties and liabilities with respect to the offering of the Shares and the management of the Trust and the Fund are limited to

its express obligations under the Certificate of Trust and the Declaration of Trust. The rights and duties of the Trustee and the Shareholders are governed by the provisions of the Delaware Statutory Trust Act and by the Declaration of Trust.

The Trustee accepts service of legal process on behalf of the Trust and the Fund in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. The Trustee does not owe any other duties to the Trust or the Shareholders. The Declaration of Trust provides that the Trustee is compensated by the Fund, as appropriate. The Sponsor has the discretion to replace the Trustee.

The Trustee has not signed the registration statement of which this Prospectus is a part, and only the assets of the Fund are subject to issuer liability under the federal securities laws for the information contained in this Prospectus and under federal securities laws with respect to the issuance and sale of the Shares. Under such laws, neither the Trustee, either in its capacity as Trustee or in its individual capacity, nor any director, officer or controlling person of the Trustee is, or has any liability as, the issuer or a director, officer or controlling person of the issuer of the Shares. The Trustee’s liability in connection with the issuance and sale of the Shares is limited solely to the express obligations of the Trustee set forth in the Declaration of Trust.

The Trustee has no duty or liability to supervise or monitor the performance of the service providers to the Fund, nor does the Trustee have any liability for the acts or omissions of such service providers. The Shareholders have no voice in the day-to-day management of the business and operations of the Fund and the Trust.

THE ADMINISTRATOR

The Sponsor, on behalf of the Fund, has appointed BNYM as the Administrator of the Fund and has entered into an Administration Agreement in connection therewith (the “Administration Agreement”). BNYM, a banking corporation organized under the laws of the State of New York with trust powers, has an office at 2 Hanson Place, Brooklyn, New York 11217. BNYM is subject to supervision by the New York State Banking Department and the Board of Governors of the Federal Reserve System.

Pursuant to the Administration Agreement, the Administrator performs or supervises the performance of services necessary for the operation and administration of the Fund. These services include receiving and processing orders from Authorized Participants to create and redeem Creation Units, net asset value calculations, accounting and other fund administrative services. The Administrator retains, separately for the Fund, certain financial books and records, including Creation Unit creation and redemption books and records; Fund accounting records; books and records regarding Gold Bullion transfers under the Gold Delivery Agreement; ledgers with respect to assets; liabilities, capital, income and expenses; the registrar; transfer journals; and related details and trading and related documents received from custodians.

The Administration Agreement will continue in effect unless terminated on at least 90 days’ prior written notice by either party to the other party. Notwithstanding the foregoing, the Administrator may terminate the Administration Agreement with respect to the Fund upon 30 days’ prior written notice if the Fund has materially failed to perform its obligations under the Administration Agreement. The Administrator is both exculpated and indemnified under the Administration Agreement.

The Administrator’s monthly fees are paid by the Sponsor. The Administrator and any of its affiliates may from time to time purchase or sell Shares for their own accounts, as agents for their customers and for accounts over which they exercise investment discretion. The Administrator and any successor administrator must be a participant in DTC or such other securities depository as shall then be acting.

THE TRANSFER AGENT

The Sponsor, on behalf of the Fund, has appointed BNYM as the Transfer Agent of the Fund and has entered into a Transfer Agency and Service Agreement in connection therewith (the “Transfer Agency and Service Agreement”).

Pursuant to the Transfer Agency and Service Agreement, the Transfer Agent serves as the Fund’s transfer agent, dividend or distribution disbursing agent, and agent in connection with certain other activities as provided under the Transfer Agency and Service Agreement. The Transfer Agent receives a transaction processing fee in connection with orders from Authorized Participants to create or redeem Creation Units in the amount of $[ ] per order. These transaction processing fees are paid directly by the Authorized Participants and not by the Fund.

The term of the Transfer Agency and Service Agreement is one year from the effective date and will automatically renew for additional one-year terms unless any party provides written notice of termination (with respect to the Fund) at least 90 days prior to the end of any one-year term or unless earlier terminated as provided below:

•

Either party terminates prior to the expiration of the initial term in the event the other party breaches any material provision of the Transfer Agency and Service Agreement, including, without limitation in the case of the Trust, on behalf of the Fund, its obligations to compensate the Transfer Agent, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 90 days of receipt of such notice.

•

The Fund may terminate the Transfer Agency and Service Agreement prior to the expiration of the initial term upon 90 days’ prior written notice in the event that the Sponsor determines to liquidate the Trust or the Fund and terminate its registration with the SEC other than in connection with a merger or acquisition of the Trust.

THE CUSTODIAN (CASH ONLY)

The Sponsor, on behalf of the Fund, has appointed BNYM to serve as the custodian of the Fund’s cash, if any, and has entered into a Custody Agreement in connection therewith (the “BNYM Custody Agreement”).

Pursuant to the BNYM Custody Agreement, BNYM has agreed to establish and maintain one or more cash accounts for the Fund. BNYM shall also maintain books and records segregating the assets of the Fund from the assets of any other series of the Trust. With respect to all cash held pursuant to the BNYM Custody Agreement, BNYM shall, unless otherwise instructed to the contrary, (a) receive all income and other payments and advise the Fund as promptly as practicable of any such amounts due but not paid; and (b) endorse for collection checks, drafts or other negotiable instruments.

The term of the BNYM Custody Agreement is one year from the effective date and will automatically renew for additional one-year terms unless any party provides written notice of termination (with respect to the Fund) at least 90 days prior to the end of any one-year term or unless earlier terminated as provided below:

•

Either party terminates prior to the expiration of the initial term in the event that (i) a party breaches any material provision of the BNYM Custody Agreement, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 90 days of receipt of such notice; (ii) a party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party any such case or proceeding; (iii) a party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against the party any such case or proceeding; (iv) a party makes a general assignment for the benefit of creditors; or (v) a party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due.

•

The Fund may terminate the BNYM Custody Agreement prior to the expiration of the initial term upon 90 days’ prior written notice in the event that Sponsor determines to liquidate the Trust or the Fund and terminate its registration with the SEC other than in connection with a merger or acquisition of the Trust.

THE CUSTODIAN

HSBC Bank plc serves as the Custodian of the Fund’s Gold Bullion. HSBC Bank plc is a financial institution registered under the laws of England and Wales. Its London office is located at 8 Canada Square, London, E14

5HQ, United Kingdom. While the UK operations of the Custodian are regulated by the FCA in the United Kingdom, the custodial services provided by the Custodian are presently not a regulated activity subject to the rules of the FCA.

The Custodian is responsible for safekeeping the Fund’s Gold Bullion. The Custodian facilitates the transfer of Gold Bullion into and out of the Fund through the unallocated Gold Bullion accounts it maintains for each Authorized Participant and the Gold Delivery Provider and the unallocated and allocated Gold Bullion accounts it maintains for the Fund. The Custodian is responsible for allocating specific bars of Gold Bullion to the Fund Allocated Account. The Custodian provides the Fund with regular reports detailing the Gold Bullion transfers into and out of the Fund Unallocated Account and the Fund Allocated Account and identifying the Gold Bullion bars held in the Fund Allocated Account.

The Custodian and its affiliates may from time to time purchase or sell Gold Bullion or Shares for their own accounts, as agents for their customers and for accounts over which they exercise investment discretion.

Unless otherwise agreed by the Fund, the Custodian will hold the Gold Bullion deposited with and held for the account of the Fund at its London, England vault, except when the Gold Bullion has been allocated in the vault of a subcustodian solely for temporary custody and safekeeping. If held by a subcustodian, the Custodian has agreed that it will use commercially reasonable efforts promptly to transport the Gold Bullion from the subcustodian’s vault to the Custodian’s vault, at the Custodian’s cost and risk. The Custodian is a market maker, clearer and approved weigher of gold under the rules of the LBMA.

The Custodian, as instructed by the Sponsor or the Fund, is authorized to accept, on behalf of the Fund, deposits of Gold Bullion in unallocated form. Acting on standing instructions given by the Sponsor or the Fund, the Custodian allocates Gold Bullion deposited in unallocated form with the Fund by selecting bars of Gold Bullion for deposit to the Fund Allocated Account from unallocated bars which the Custodian holds or by instructing a subcustodian to allocate bars from unallocated bars held by the subcustodian. All Gold Bullion allocated to the Fund must conform to the rules, regulations, practices and customs of the LBMA, and the Custodian must replace any non-conforming Gold Bullion with conforming Gold Bullion as soon as practical.

The Trust, on behalf of the Fund, and the Custodian have entered into Custody Agreements which establish the Fund Unallocated Account and the Fund Allocated Account. The Fund Unallocated Account is used for several purposes. First, it is used to facilitate the transfer of Gold Bullion deposits and Gold Bullion redemption distributions between Authorized Participants and the Fund in connection with the creation and redemption of Creation Units. Second, the Fund Unallocated Account is also used in connection with the transfer of Gold Bullion into or out of the Fund pursuant to the Gold Delivery Agreement. Finally, the Fund Unallocated Account is used for sales of Gold Bullion to pay Fund Expenses, and when Gold Bullion is transferred into and out of the Fund. The Custodian is instructed to allocate all Gold Bullion deposited with the Fund to the Fund Allocated Account by the close of business on each Business Day.

The Custodian is authorized to appoint from time to time one or more subcustodians to hold the Fund’s Gold Bullion until it can be transported to the Custodian’s vault. In accordance with LBMA practices and customs, the Custodian does not have written custody agreements with the subcustodians it selects. This could affect the recourse of the Fund and the Custodian against any subcustodian in the event a subcustodian does not use due care in the safekeeping of the Fund’s Gold Bullion. See “Risk Factors — The ability of the Administrator and the Custodian to take legal action against subcustodians may be limited.”

The Custodian is required to use reasonable care in selecting subcustodians and will monitor the conduct of each subcustodian, and promptly advise the Trust of any difficulties or problems existing with respect to such subcustodian. The Custodian is obliged under the Allocated Bullion Account Agreement to use commercially reasonable efforts to obtain delivery of Gold Bullion from those subcustodians appointed by it. Under the Allocated Bullion Account Agreement, except for an obligation on the part of the Custodian to use commercially

reasonable efforts to obtain delivery of the Fund’s Gold Bullion bars from any subcustodians appointed by the Custodian, the Custodian is not liable for the acts or omissions, or for the solvency, of its subcustodians unless the selection of such subcustodians was made negligently or in bad faith.

Under the customs and practices of the London bullion market, allocated Gold Bullion is held by custodians and, on their behalf, by subcustodians under arrangements that permit each entity for which Gold Bullion is being held: (1) to request from the entity’s custodian (and a custodian or subcustodian to request from its subcustodian) a list identifying each Gold Bullion bar being held and the identity of the particular custodian or subcustodian holding the Gold Bullion bar and (2) to request the entity’s custodian to release the entity’s gold within two business days following demand for release. Each custodian or subcustodian is obligated under the customs and practices of the London bullion market to provide the bar list and the identification of custodians and subcustodians referred to in (1) above, and each custodian is obligated to release gold as requested. Under English law, unless otherwise provided in any applicable custody agreement, a custodian generally is liable to its customer for failing to take reasonable care of the customer’s gold and for failing to release the customer’s gold upon demand.

The Custodian does not require any subcustodians to be insured or bonded with respect to their custodial activities. The Custodian has agreed to maintain insurance in support of its custodial obligations under the Custody Agreements, including covering any loss of gold, on such terms and conditions as it considers appropriate. The Sponsor (so long as the Sponsor is WGC AM) and the Fund may, subject to confidentiality restrictions, review this insurance coverage, and the Custodian will annually provide the Trust with a copy of the Custodian’s certificate of insurance. The Fund will not be a beneficiary of any such insurance and does not have the ability to dictate the nature or amount of the coverage. Therefore, Shareholders cannot be assured that the Custodian maintains adequate insurance or any insurance with respect to the Gold Bullion held by the Custodian on behalf of the Fund.

The Custodian has agreed to permit the officers and properly designated representatives of the Trustee and the independent public accountants for the Trust to access the Custodian’s records for the purpose of confirming the content of those records. Upon prior notice, any such officer or properly designated representative and any independent public accountant for the Trust is entitled to examine on the Custodian’s premises the Gold Bullion held by the Custodian and the records regarding the Gold Bullion held for the account of the Custodian at a subcustodian but no more than twice per calendar year unless otherwise agreed.

Custody Agreements

The Allocated Bullion Account Agreement and the Unallocated Bullion Account Agreement between the Trust, on behalf of the Fund, and the Custodian establishes the Fund Allocated Account and the Fund Unallocated Account, respectively. These agreements are sometimes referred to together as the “Custody Agreements.” The following is a description of the material terms of the Custody Agreements. As the Custody Agreements are similar in form, they are discussed together, with material distinctions between the agreements noted.

Transfers into the Fund Unallocated Account

The Custodian credits to the Fund Unallocated Account the amount of Gold Bullion it receives from the Fund Allocated Account, an Authorized Participant Unallocated Account, the Gold Delivery Provider’s unallocated account or from other third-party unallocated accounts for credit to the Fund Unallocated Account. Unless otherwise agreed by the Custodian in writing, the only Gold Bullion the Custodian will accept in physical form for credit to the Fund Unallocated Account is Gold Bullion the Administrator has transferred from the Fund Allocated Account. No interest will be paid by the Custodian on any credit balance to the Fund Unallocated Account.

Transfers from the Fund Unallocated Account

The Custodian transfers Gold Bullion from the Fund Unallocated Account only in accordance with the Administrator’s instructions to the Custodian. A transfer of Gold Bullion from the Fund Unallocated Account

may only be made, (1) by transferring Gold Bullion to a third-party unallocated account, (2) by transferring Gold Bullion to the Fund Allocated Account, or (3) by either (A) making Gold Bullion available for collection at the Custodian’s vault premises or at such other location as the Custodian may specify or (B), if separately agreed, delivering the Gold Bullion to such location as the Custodian and the Administrator agree at the Fund’s expense and risk. Any Gold Bullion made available in physical form will be in a form which complies with the rules, regulations, practices and customs of the LBMA, the Bank of England or any applicable regulatory body, or Custody Rules, or in such other form as may be agreed between the Administrator and the Custodian, and in all cases will comprise one or more whole Gold Bullion bars selected by the Custodian.

The Custody Agreements provide for the full allocation of all Gold Bullion received from the Authorized Participants, the Gold Delivery Provider or other third parties and credited to the Fund Unallocated Account at the end of each Business Day. The Sponsor may establish an overdraft facility with the Custodian under which the Custodian may make available to the Fund Unallocated Account up to 430 fine ounces of Gold Bullion in order to allow the Custodian to fully allocate all Gold Bullion credited to the Fund Unallocated Account to the Fund Allocated Account at the end of each Business Day.

Transfers into the Fund Allocated Account

With respect to Gold Bullion delivered by Authorized Participants, the Custodian receives transfers of Gold Bullion into the Fund Allocated Account only at the Administrator’s instructions by debiting Gold Bullion from the Fund Unallocated Account and crediting such Gold Bullion to the Fund Allocated Account.

Transfers from the Fund Allocated Account

The Custodian transfers Gold Bullion from the Fund Allocated Account only in accordance with the Administrator’s instructions. Generally, the Custodian transfers Gold Bullion from the Fund Allocated Account only by debiting Gold Bullion from the Fund Allocated Account and crediting the Gold Bullion to the Fund Unallocated Account.

Withdrawals of Gold Directly from the Fund Allocated Account

Upon the Administrator’s instruction, the Custodian debits Gold Bullion from the Fund Allocated Account and makes the Gold Bullion available for collection by the Administrator or, if separately agreed, for delivery by the Custodian in accordance with its usual practices at the Fund’s expense and risk. The Administrator and the Custodian expect that the Administrator will withdraw Gold Bullion physically from the Fund Allocated Account (rather than by crediting it to the Fund Unallocated Account and instructing a further transfer from that account) only in exceptional circumstances, such as if, for some unforeseen reason, it was not possible to transfer Gold Bullion in unallocated form. The Custodian is not obliged to effect any requested delivery if, in its reasonable opinion, (1) this would cause the Custodian or its agents to be in breach of the Custody Rules or other applicable law, court order or regulation, (2) the costs incurred would be excessive or (3) delivery is impracticable for any reason. When Gold Bullion is physically withdrawn from the Fund Allocated Account pursuant to the Administrator’s instruction, all right, title, risk and interest in and to the Gold Bullion withdrawn shall pass to the person to whom or for whose account such Gold Bullion is transferred, delivered or collected at the time the recipient or its agent acknowledges in writing its receipt of Gold Bullion. Unless the Administrator specifies the bars of Gold Bullion to be debited from the Fund Allocated Account, the Custodian is entitled to select the Gold Bullion bars.

Exclusion of Liability

The Custodian will use reasonable care in the performance of its duties under the Custody Agreements and is only responsible for any loss or damage suffered by the Fund as a direct result of any negligence, fraud, or willful default on the part of the Custodian in the performance of the duties under the Custody Agreements. The

Custodian’s liability is further limited to the market value of the Gold Bullion held in the Fund Allocated Account and the amount of the Gold Bullion credited to the Fund Unallocated Account at the time such negligence, fraud, or willful default is discovered by the Custodian, provided that the Custodian promptly notifies the Trust of its discovery. Furthermore, the Custodian has no duty to make or take or to require any subcustodian selected by it to make or take any special arrangements or precautions beyond those required by the Custody Rules or as specifically set forth in the Custody Agreements.

In the event of a loss caused by the failure of the Custodian or a subcustodian to exercise reasonable care, the Trust, on behalf of the Fund, has the right to seek recovery from the Custodian in breach. The Custodian is not liable for any delay in performance or any non-performance of any of its obligations under the Custody Agreements by reason of any cause beyond the Custodian’s reasonable control, including any act of God or war or terrorism, any breakdown, malfunction or failure of, or in connection with, any transmission, clearing or settlement facilities, communication or computer facilities, any transport, port, or airport disruption, industrial action, acts and regulations and rules of any governmental or supra national bodies or authorities or relevant regulatory or self-regulatory organizations or failure of any such body, authority or relevant regulatory or self-regulatory organization to perform its obligations for any reason.

Indemnity

Solely out of the Fund’s assets, the Fund will indemnify the Custodian’s directors, shareholders, officers, employees, agents, affiliates and subsidiaries (each, a “Custodian Indemnified Person”) against all costs and expenses, damages, liabilities and losses which any Custodian Indemnified Person may suffer or incur, directly or indirectly, in connection with services provided to the Fund under the Custody Agreements, except to the extent that such sums are due directly to the Custodian’s negligence, willful default or fraud or that of such Custodian Indemnified Person.

Termination

The Fund and the Custodian may each terminate any Custody Agreement upon 90 Business Days’ prior written notice. The Fund and the Custodian each may terminate any Custody Agreement immediately by written notice in the event either party determines in its commercially reasonable opinion the existence of the presentation of a winding-up order, bankruptcy or analogous event in relation to the other party. If either the Allocated Bullion Account Agreement or the Unallocated Bullion Account Agreement is terminated, the other agreement automatically terminates.

THE GOLD DELIVERY PROVIDER AND THE GOLD DELIVERY AGREEMENT

The Fund has entered into the Gold Delivery Agreement with Merrill Lynch International. Merrill Lynch International is referred to herein as the Gold Delivery Provider. Pursuant to the terms of the Gold Delivery Agreement, the Gold Delivery Provider has agreed to deliver to (and receive from) the Fund Gold Bullion in amounts intended to reflect the change in the performance of the Fund’s holdings of Gold Bullion on each Business Day as though they had been denominated in the Reference Currencies comprising the FX Basket in accordance with the respective weights of such Reference Currencies comprising the FX Basket. This process is discussed in more detail in the section “Operation of the Fund.”

The Fund has agreed to indemnify the Gold Delivery Provider for all losses arising from third-party claims for any alleged untrue statement of a material fact in the Trust’s registration statement. The Gold Delivery Agreement may be terminated by either party after an initial term of [two] years and thereafter by either party on [six] months’ notice. The agreement can also be terminated earlier or on shorter notice if certain litigation, regulatory, and other contingencies or defaults under the agreement occur.

The Gold Delivery Agreement comes within the CEA’s definition of a “swap” as set forth in Section 1a(47) of the CEA and the rules promulgated thereunder. As a result, the transactions pursuant to the Gold Delivery

Agreement may be deemed a commodity interest under the CEA and a “swap” for these purposes. Based on this analysis, the approximate percentage of the Fund’s assets subject to treatment as commodity interests is potentially 100%. However, this amount is expected to be much lower on a daily basis as only a small percentage of the Fund’s assets ( i.e ., the amount equivalent to the change in value of the Reference Currencies comprising the FX Basket against the USD) would move into or out of the Fund on any day pursuant to the Gold Delivery Agreement.

Because the Gold Delivery Agreement comes within the CEA’s “swap” definition, the Fund would be subject to the jurisdiction of the CFTC. The Gold Delivery Agreement is a negotiated, bilateral contract for delivery of physical Gold Bullion; it will not be traded on an organized exchange and the Gold Bullion delivered pursuant to the Gold Delivery Agreement will not be cleared by a clearing organization.

The Sponsor is the Commodity Pool Operator of the Fund and is registered in such capacity with the CFTC and is registered as a member of the National Futures Association. As a registered Commodity Pool Operator, the Sponsor is subject to certain disclosure requirements of the CFTC and is required to provide the CFTC with certain records and reports. A portion of the fee paid to the Sponsor by the Fund is used by the Sponsor for its compliance with CFTC rules and regulations.

THE MARKETING AGENT

The Sponsor has appointed State Street Global Markets, LLC as the Marketing Agent of the Trust and has entered into the Marketing Agent Agreement in connection therewith. State Street Global Markets, LLC, a Delaware limited liability company and a wholly-owned subsidiary of State Street Corporation, has an office at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

The Marketing Agent and its affiliates may from time to time become 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.

Pursuant to the Marketing Agent Agreement, the Marketing Agent is responsible for marketing the Funds and the Shares on a continuous basis. Among other things, the Marketing Agent will assist the Sponsor in: (1) developing a marketing plan for the Fund on an ongoing basis; (2) preparing marketing materials regarding the Shares, including the content on the Fund’s website; (3) executing the marketing plan for the Fund; (4) conducting public relations activities related to the marketing of Shares; and (5) incorporating gold into its strategic and tactical exchange-traded fund research.

The Marketing Agent Agreement will continue in effect until July 16, 2022 and automatically renew for additional two-year terms unless earlier terminated in accordance with the terms of the Marketing Agent Agreement. The Marketing Agent’s monthly fees are paid by the Sponsor.

Description of the Shares

GENERAL

The beneficial interest in the Trust will be divided into one or more Series. The Fund is one such Series. Each Share of a Series of the Trust shall represent an equal beneficial interest in the net assets of such Series, and each holder of Shares of a Series shall be entitled to receive such holder’s pro rata share of distributions of income and capital gains, if any, made with respect to such Series. Upon redemption of the Shares of any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series of the Trust. All Shares are fully paid and non-assessable.

SHARE SPLITS

If the Sponsor believes that the per Share price in the secondary market for Shares has fallen outside a desirable trading price range, the Sponsor may cause the Fund 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 Creation Unit.

DISTRIBUTIONS

No Share shall have any priority or preference over any other Share of the same Series with respect to dividends or distributions of the Trust or otherwise. All dividends and distributions shall be made ratably among all Shareholders of a Series from the assets held with respect to such Series according to the number of Shares of such Series held of record by such Shareholders on the record date for any dividend or distribution or on the date of termination of the Trust, as the case may be.

VOTING AND APPROVALS

Under the Declaration of Trust, Shareholders have no voting rights except as the Sponsor may consider desirable and so authorize in its sole discretion.

The Securities Depository; Book-Entry-Only System; Global Security

DTC will act as securities depository for the Shares. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the 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 was created to hold securities of DTC Participants and to facilitate the clearance and settlement of transactions in such securities among the DTC Participants through electronic book-entry changes. This eliminates the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. DTC is expected to agree with and represent to the DTC Participants that it will administer its Book-Entry System in accordance with its rules and bylaws and the requirements of law.

Individual certificates will not be issued for the Shares. Instead, one or more global certificates will be signed by the Administrator and the Sponsor on behalf of the Fund, registered in the name of Cede & Co., as nominee for DTC, and deposited with the Administrator on behalf of DTC. The global certificates will evidence all of the Shares outstanding at any time. The representations, undertakings and agreements made on the part of the Fund in the global certificates are made and intended for the purpose of binding only the Fund and not the Administrator or the Sponsor individually.

Upon the settlement date of any creation, transfer or redemption of Shares, DTC will credit or debit, on its book-entry registration and transfer system, the amount of the Shares so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The Administrator and the Authorized Participants will designate the accounts to be credited and charged in the case of creation or redemption of Shares.

Beneficial ownership of the Shares will be limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Owners of beneficial interests in the Shares will be shown on, and the transfer of ownership will be effected only through, records maintained by DTC (with respect to DTC Participants), the records of DTC Participants (with respect to Indirect Participants), and the records of Indirect Participants (with respect to Shareholders that are not DTC Participants or Indirect Participants). Shareholders are expected to receive from or through the DTC Participant maintaining the account through which the Shareholder has purchased their Shares a written confirmation relating to such purchase.

Shareholders that are not DTC Participants may transfer the Shares through DTC by instructing the DTC Participant or Indirect Participant through which the Shareholders hold their Shares to transfer the Shares. Shareholders that are DTC Participants may transfer the Shares by instructing DTC in accordance with the rules of DTC. Transfers will be made in accordance with standard securities industry practice.

DTC may decide to discontinue providing its service with respect to Creation Units and/or the Shares by giving notice to the Administrator and the Sponsor. Under such circumstances, the Administrator and the Sponsor will either find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable, terminate the Fund.

The rights of the Shareholders 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.

Determination of NAV

The Administrator will determine the NAV of Shares of the Fund on each Business Day. The NAV of Shares of the Fund is the aggregate value of the Fund’s assets (which include gold payable, but not yet delivered, to the Fund) less its liabilities (which include accrued but unpaid fees and expenses). The NAV of the Fund is calculated based on the price of gold per ounce applied against the number of ounces of Gold Bullion owned by the Fund. For purposes of calculating NAV, the number of ounces of Gold Bullion (i) is adjusted up or down on a daily basis to reflect the Gold Delivery Amount; and (ii) reflects the amount of Gold Bullion delivered into (or out of) the Fund on a daily basis by Authorized Participants creating and redeeming Shares. The number of ounces of Gold Bullion held by the Fund is adjusted downward by the Sponsor’s fee and the expenses of the Gold Delivery Agreement.

In determining the Fund’s NAV, the Administrator generally will value the Gold Bullion based on the LBMA Gold Price AM for an ounce of gold. If no LBMA Gold Price AM is made on a particular evaluation day or if the LBMA Gold Price PM has not been announced by 12:00 p.m. New York time on a particular evaluation day (including a Business Day that is not an Index Business Day), the next most recent LBMA Gold Price AM generally will be used in the determination of the NAV of the Fund, unless the Sponsor determines that such price is inappropriate to use as the basis for such determination. If the Sponsor determines that such price is inappropriate to use, it shall identify an alternate basis for evaluation of the Gold Bullion held by the Fund. In such case, the Sponsor would, for example, look to the current trading price of gold from other reported sources, such as dealer quotes, broker quotes or electronic trading data, to value the Fund’s Shares.

The NAV generally will be calculated as of 12:00 PM New York time on any Business Day. The Administrator will also determine the NAV per Share. The general role, responsibilities and regulation of the Administrator are further described in “Description of Key Service Providers — The Administrator.”

Creation and Redemption of Shares

The Fund creates and redeems Shares from time to time, but only in one or more Creation Units (a Creation Unit equals a block of 10,000 Shares). The creation and redemption of Creation Units is only made in exchange for the delivery to the Fund or the distribution by the Fund of the amount of Gold Bullion represented by the Creation Units being created or redeemed. The amount of Gold Bullion required to be delivered to the Fund in connection with any creation, or paid out upon redemption, is based on the combined NAV of the number of Shares included in the Creation Units being created or redeemed as determined on the day the order to create or redeem Creation Units is properly received and accepted (as adjusted for any Market Disruption Event or Extraordinary Event).

Authorized Participants are the only persons that may place orders to create and redeem Creation Units. To become an Authorized Participant, a person must enter into a Participant Agreement with the Administrator. The Participant Agreement and the related procedures attached thereto may be amended by the Administrator and the Sponsor without the consent of any Shareholder or Authorized Participant. Authorized Participants who make deposits with the Fund in exchange for Creation Units receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Fund, and no such person has any obligation or responsibility to the Sponsor or the Fund to effect any sale or resale of Shares.

The Initial Purchasers will be deemed to be statutory underwriters. Authorized Participants 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, as described in the section “Plan of Distribution.”

Prior to initiating any creation or redemption order, an Authorized Participant must have entered into an agreement with the Custodian to establish an Authorized Participant Unallocated Account in London. Authorized Participant Unallocated Accounts may only be used for transactions with the Fund. An unallocated account is an account with a bullion dealer, which may also be a bank, to which a fine weight amount of Gold Bullion is credited. Transfers to or from an unallocated account are made by crediting or debiting the number of ounces of Gold Bullion being deposited or withdrawn. The account holder is entitled to direct the bullion dealer to deliver an amount of physical Gold Bullion equal to the amount of Gold Bullion standing to the credit of the unallocated account holder. Gold Bullion held in an unallocated account is not segregated from the Custodian’s assets. The account holder therefore has no ownership interest in any specific bars of Gold Bullion that the bullion dealer holds or owns. The account holder is an unsecured creditor of the bullion dealer, and credits to an unallocated account are at risk of the bullion dealer’s insolvency, in which event it may not be possible for a liquidator to identify any Gold Bullion held in an unallocated account as belonging to the account holder rather than to the bullion dealer.

Certain Authorized Participants are able 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. The Sponsor believes that the size and operation of the Gold Bullion market make it unlikely that an Authorized Participant’s direct activities in the gold or securities markets will impact the price of gold or the price of the Shares. Authorized Participants must be DTC Participants and must be registered as broker-dealers under the Exchange Act, and regulated by FINRA, or must be exempt from being or otherwise must not be required to be so regulated or registered, and must be qualified to act as brokers or dealers in the states or other jurisdictions where the nature of their business so requires. 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 Creation Units. An order for one or more Creation Units may be placed by an Authorized Participant on behalf of multiple clients. Persons interested in purchasing

Creation Units should contact the Sponsor or the Administrator to obtain the contact information for the Authorized Participants. Shareholders who are not Authorized Participants will only be able to redeem their Shares through an Authorized Participant.

All Gold Bullion must be delivered by Authorized Participants to the Fund and distributed by the Fund in unallocated form through credits and debits between Authorized Participant Unallocated Accounts and the Fund Unallocated Account.

All Gold Bullion must be of at least a minimum fineness (or purity) of 995 parts per 1,000 (99.5%) and otherwise conform to the rules, regulations, practices and customs of the LBMA, including the specifications for a London Good Delivery Bar.

Under the Participant Agreement with respect to each Authorized Participant, the Sponsor has agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the Securities Act, and to contribute to the payments the Authorized Participants may be required to make in respect of those liabilities. The Fund has agreed to reimburse the Authorized Participants, solely from and to the extent of the Fund’s assets, for indemnification and contribution amounts due from the Sponsor to the extent the Sponsor has not paid such amounts when due.

The following description of the procedures for the creation and redemption of Creation Units is only a summary and investors should review the description of the procedures for the creation and redemption of Creation Units set forth in the Declaration of Trust, the Administration Agreement, the form of Participant Agreement and the form of Participant Unallocated Bullion Account Agreement, each of which has been filed as an exhibit to this registration statement of which this Prospectus is a part.

CREATION PROCEDURES

On any Business Day, an Authorized Participant may place an order with the Administrator to create one or more Creation Units. Purchase orders must be placed by 5:30 p.m. ET. The day on which the Administrator receives a valid purchase order is the purchase order date. By placing a purchase order, an Authorized Participant agrees to deposit Gold Bullion with the Fund, as described below. Prior to the delivery of Creation Units for a purchase order, the Authorized Participant must also have wired to the Administrator the non-refundable transaction fee due for the purchase order.

DETERMINATION OF REQUIRED DEPOSITS

The total deposit required to create each Creation Unit is referred to as the Creation Unit Gold Delivery Amount. The Creation Unit Gold Delivery Amount is the number of ounces of Gold Bullion required to be delivered to the Fund by an Authorized Participant in connection with a creation order for a single Creation Unit. The Creation Unit Gold Delivery Amount will be determined on the Business Day following the date such creation order is accepted (as adjusted by any Market Disruption Event or Extraordinary Event). It is calculated by multiplying the number of Shares in a Creation Unit by the number of ounces of Gold Bullion associated with Fund Shares on the Business Day after the day the creation order is accepted.

DELIVERY OF REQUIRED DEPOSITS

An Authorized Participant who places a purchase order is responsible for crediting its Authorized Participant Unallocated Account with the required Gold Bullion deposit amount by the end of the third Business Day in London following the purchase order date. Upon receipt of the Gold Bullion deposit amount, the Custodian, after receiving appropriate instructions from the Authorized Participant and the Administrator, will transfer on the third Business Day following the purchase order date the Gold Bullion deposit amount from the Authorized

Participant Unallocated Account to the Fund Unallocated Account and the Administrator will direct DTC to credit the number of Creation Units ordered to the Authorized Participant’s DTC account. The expense and risk of delivery, ownership and safekeeping of Gold Bullion until such Gold Bullion has been received by the Fund will be borne solely by the Authorized Participant. If Gold Bullion is to be delivered other than as described above, the Sponsor is authorized to establish such procedures and to appoint such custodians and establish such custody accounts as the Sponsor determines to be desirable.

Acting on standing instructions given by the Administrator, the Custodian will transfer the Gold Bullion deposit amount from the Fund Unallocated Account to the Fund Allocated Account by allocating to the Fund Allocated Account specific bars of Gold Bullion which the Custodian holds or instructing a subcustodian to allocate specific bars of Gold Bullion held by or for the subcustodian. The Gold Bullion bars in an allocated Gold Bullion account are specific to that account and are identified by a list which shows, for each Gold Bullion bar, the refiner, assay or fineness, serial number and gross and fine weight. Gold Bullion held in the Fund’s allocated account is the property of the Fund and is not traded, leased or loaned under any circumstances.

The Custodian will use commercially reasonable efforts to complete the transfer of Gold Bullion to the Fund Allocated Account prior to the time by which the Administrator is to credit the Creation Unit to the Authorized Participant’s DTC account; if, however, such transfers have not been completed by such time, the number of Creation Units ordered will be delivered against receipt of the Gold Bullion deposit amount in the Fund Unallocated Account, and all Shareholders will be exposed to the risks of unallocated Gold Bullion to the extent of that Gold Bullion deposit amount until the Custodian completes the allocation process. See “Risk Factors — Gold Bullion held in the Fund’s unallocated Gold Bullion account and any Authorized Participant’s unallocated Gold Bullion account will not be segregated from the Custodian’s assets.”

REJECTION OF PURCHASE ORDERS

The Fund has the right, but not the obligation, to reject a purchase order if (i) the order is not in proper form as described in the Participant Agreement, (ii) the fulfillment of the order, in the opinion of its counsel, might be unlawful, (iii) if the Fund determines that acceptance of the order from an Authorized Participant would expose the Fund to credit risk; or (iv) circumstances outside the control of the Administrator, the Sponsor or the Custodian make the purchase, for all practical purposes, not feasible to process.

REDEMPTION PROCEDURES

The procedures by which an Authorized Participant can redeem one or more Creation Units mirror the procedures for the creation of Creation Units. On any Business Day, an Authorized Participant may place an order with the Administrator to redeem one or more Creation Units. Redemption orders must be placed by 5:30 p.m. ET. A redemption order so received is effective on the date it is received in satisfactory form by the Administrator.

DETERMINATION OF REDEMPTION DISTRIBUTION

The redemption distribution from the Fund consists of a credit to the redeeming Authorized Participant’s Authorized Participant Unallocated Account in the amount of the Creation Unit Gold Delivery Amount. The Creation Unit Gold Delivery Amount for redemptions is the number of ounces of Gold Bullion held by the Fund to be paid out upon redemption of a Creation Unit. The Sponsor anticipates that in the ordinary course of the Fund’s operations there will be no cash distributions made to Authorized Participants upon redemptions. In addition, because the Gold Bullion to be paid out in connection with the redemption order will decrease the amount of Gold Bullion subject to the Gold Delivery Agreement, the Creation Unit Gold Delivery Amount reflects the cost to the Gold Delivery Provider of resizing ( i.e ., decreasing) its positions so that it can fulfill its obligations under the Gold Delivery Agreement.

DELIVERY OF REDEMPTION DISTRIBUTION

The redemption distribution due from the Fund is delivered to the Authorized Participant on the third Business Day following the redemption order date if, by 10:00 A.M. New York time on such third Business Day, the Administrator’s DTC account has been credited with the Creation Units to be redeemed. The Custodian transfers the redemption Gold Bullion amount from the Fund Allocated Account to the Fund Unallocated Account and, thereafter, to the redeeming Authorized Participant’s Authorized Participant Unallocated Account. The Authorized Participant and the Fund are each at risk in respect of Gold Bullion credited to their respective unallocated accounts in the event of the Custodian’s insolvency. See “Risk Factors — Gold held in the Fund’s unallocated Gold account and any Authorized Participant’s unallocated Gold account will not be segregated from the Custodian’s assets.”]

SUSPENSION OR REJECTION OF REDEMPTION ORDERS

The Fund has the right, but not the obligation, to reject a redemption order if (i) the order is not in proper form as described in the Participant Agreement, (ii) the fulfillment of the order, in the opinion of its counsel, might be unlawful, (iii) if the Fund determines that acceptance of the order from an Authorized Participant would expose the Fund to credit risk, or (iv) circumstances outside the control of the Administrator, the Sponsor or the Custodian make the redemption, for all practical purposes, not feasible to process.

The Sponsor will not be liable to any person or liable in any way for any loss or damages that may result from any such suspension, postponement or rejection.

CREATION AND REDEMPTION TRANSACTION FEE

An Authorized Participant is required to pay a transaction fee to the Fund of per order to create or redeem Creation Units. An order may include multiple Creation Units. The transaction fee may be changed by the Fund with the consent of the Sponsor. The Fund shall notify DTC of any agreement to change the transaction fee and will not implement any increase in the fee for the redemption of Creation Units until after the date of the notice. A transaction fee may not exceed of the value of a Creation Unit at the time the creation and redemption order is accepted.

TAX RESPONSIBILITY

Authorized Participants are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of Creation Units, regardless of whether such tax or charge is imposed directly on the Authorized Participants, and agree to indemnify the Sponsor, the Administrator and the Fund if they are required by law to pay any such tax, together with any applicable penalties, additions to tax or interest thereon.

LIABILITY

No Shareholder of the Fund shall be subject in such capacity to any personal liability whatsoever to any person in connection with the Fund’s property or the acts, obligations or affairs of the Fund. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law.

Trading of Fund Shares

Fund Shares will be listed on NYSE Arca under the ticker symbol GLDW. Fund Shares may be bought and sold in the secondary market throughout the trading day like other publicly traded securities. While the Fund’s Shares are issued in Creation Units at NAV, Shares traded in the secondary market may trade at prices that are lower or higher than their NAV per Share. The amount of the discount or premium in the trading price relative to the NAV per Share is a function of supply and demand, among other things, and may be influenced by non-concurrent trading hours between NYSE Arca and the COMEX, London, Zurich and Singapore. While the Shares will trade on NYSE Arca until 4:00 p.m., ET, liquidity in the global gold market will be reduced after the close of the COMEX at 1:30 p.m., ET. As a result, after 1:30 p.m., ET, trading spreads, and the resulting premium or discount, on the Shares may widen.

Most retail investors purchase and sell Shares through traditional brokerage or other intermediary accounts. Purchases or sales of Shares in the secondary market, which will not involve the Fund, may be subject to customary brokerage commissions. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

Market Disruption Events and Extraordinary Events

From time to time, unexpected events may cause the calculation of the Index and/or the operation of the Fund to be disrupted. These events are expected to be relatively rare, but there can be no guarantee that these events will not occur. These events are referred to as either “Market Disruption Events” or “Extraordinary Events” depending largely on their significance and potential impact to the Index and Fund. Market Disruption Events generally include disruptions in the trading of gold or the Reference Currencies comprising the FX Basket, delays or disruptions in the publication of the LBMA Gold Price or the Reference Currency prices, and unusual market or other events that are tied to either the trading of gold or the Reference Currencies comprising the FX Basket or otherwise have a significant impact on the trading of gold or the Reference Currencies comprising the FX Basket. For example, market conditions or other events which result in a material limitation in, or a suspension of, the trading of physical gold generally would be considered Market Disruption Events, as would material disruptions or delays in the determination or publication of the LBMA Gold Price AM. Similarly, market conditions which prevent, restrict or delay the Gold Delivery Provider’s ability to convert a Reference Currency to USDs or deliver a Reference Currency through customary channels generally would be considered a Market Disruption Event, as would material disruptions or delays in the determination or publication of WMR spot prices for any Reference Currency comprising the FX Basket. The complete definition of a Market Disruption Event is set forth below.

A “Market Disruption Event” occurs if either an “FX Basket Disruption Event” or a “Gold Disruption Event” occurs.

An “FX Basket Disruption Event” occurs if any of the following exist on any Index Business Day with respect to the Reference Currencies comprising the FX Basket:

(i)

an event, circumstance or cause (including, without limitation, the adoption of or any change in any applicable law or regulation) that has had or would reasonably be expected to have a materially adverse effect on the availability of a market for converting such Reference Currency to US Dollars (or vice versa), whether due to market illiquidity, illegality, the adoption of or change in any law or other regulatory instrument, inconvertibility, establishment of dual exchange rates or foreign exchange controls or the occurrence or existence of any other circumstance or event, as determined by the Index Sponsor; or

(ii)	the failure of Reuters to announce or publish the relevant spot exchange rates for any Reference Currency in the FX Basket; or

(iii)

any event or any condition that (I) results in a lack of liquidity in the market for trading any Reference Currency that makes it impossible or illegal for market participants (a) to convert from one currency to another through customary commercial channels, (b) to effect currency transactions in, or to obtain market values of, such, currency, (c) to obtain a firm quote for the related exchange rate, or (d) to obtain the relevant exchange rate by reference to the applicable price source; or (II) leads to any governmental entity imposing rules that effectively set the prices of any of the currencies; or

(iv)

the declaration of (a) a banking moratorium or the suspension of payments by banks, in either case, in the country of any currency used to determine any Reference Currency exchange rate, or (b) capital and/or currency controls (including, without limitation, any restriction placed on assets in or transactions through any account through which a non-resident of the country of any currency used to determine the currency exchange rate may hold assets or transfer monies outside the country of that currency, and any restriction on the transfer of funds, securities or other assets of market participants from, within or outside of the country of any currency used to determine the applicable exchange rate.

A “Gold Disruption Event” occurs if any of the following exist on any Index Business Day with respect to gold:

(i)	(a) the failure of the LBMA to announce or publish the LBMA Gold Price (or the information necessary for determining the price of gold) on that Index Business Day, (b) the temporary or permanent discontinuance or unavailability of the LBMA or the LBMA Gold Price; or

(ii)	the material suspension of, or material limitation imposed on, trading in Gold by the LBMA; or

(iii)

an event that causes market participants to be unable to deliver gold bullion loco London under rules of the LBMA by credit to an unallocated account at a member of the LBMA; or

(iv)	the permanent discontinuation of trading of gold on the LBMA or any successor body thereto, the disappearance of, or of trading in, gold; or

(v)	a material change in the formula for or the method of calculating the price of gold, or a material change in the content, composition or constitution of gold.

The occurrence of a Market Disruption Event for ten consecutive Index Business Days generally would be considered an Extraordinary Event.

Consequences of a Market Disruption or Extraordinary Event

On any Index Business Day in which a Market Disruption Event or Extraordinary Event has occurred or is continuing, the Index Provider generally will calculate the Index based on the following fallback procedures: (i) where the Market Disruption Event is based on the Gold Price, the Index will be kept at the same level as the previous Index Business Day and updated when the Gold Price is no longer disrupted; (ii) where the Gold Price is not disrupted but one of the Reference Currency prices is disrupted, the Index will be calculated in the ordinary course except that the disrupted Reference Currency will be kept at its value from the previous Index Business Day and updated when it is no longer disrupted; and (iii) if both the Gold Price and a Reference Currency price are disrupted, the Index will be kept at the same level as the previous Index Business Day and updated when such prices are no longer disrupted. If a Market Disruption Event has occurred and is continuing for ten (10) or more consecutive Index Business Days, the Index Provider will calculate a substitute price for each index component that is disrupted. If an Extraordinary Event has occurred and is continuing, the Index Provider shall be responsible for making any decisions regarding the future composition of the Index and implement any necessary adjustments that might be required.

If the LBMA Gold Price AM is unavailable during the occurrence of a Market Disruption Event or Extraordinary Event, the Fund will calculate NAV using the last published LBMA Gold Price AM. If the Fund is unable to calculate its NAV it could impact the liquidity of the Fund which could negatively impact an investor’s ability to buy or sell Shares of the Fund. Moreover, if the Fund suspends the right of Authorized Participants to redeem shares because of its inability to calculate NAV or otherwise, the NYSE Arca may suspend trading in the Shares.

The occurrence of any Market Disruption Event or Extraordinary Event could have a material adverse impact on the Fund and the value of an investment in the Fund. Market Disruption Events and Extraordinary Events could also cause secondary market trading of Shares to be disrupted or halted for short or even long periods of time. To the extent trading continues during a Market Disruption Event or Extraordinary Event, it is expected that trading would be more volatile and that Shares would trade at wider discounts or premiums to NAV.

United States Federal Tax Consequences

The following discussion of the material United States federal income tax consequences that generally apply to the purchase, ownership and disposition of Shares by a U.S. Shareholder (as defined below), and certain United States federal income, gift and estate tax consequences that may apply to an investment in Shares by a Non-U.S. Shareholder (as defined below), represents, insofar as it describes conclusions as to U.S. federal tax law and subject to the limitations and qualifications described therein, the opinion of Morgan, Lewis & Bockius LLP, United States federal tax counsel to the Sponsor. The discussion below is based on the United States Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code and judicial and administrative interpretations of the Code, all as in effect on the date of this Prospectus and all of which are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their own particular circumstances. Certain Shareholders (including broker-dealers, traders or other investors with special circumstances) may be subject to special rules not discussed below. In addition, the following discussion applies only to investors who hold Shares as “capital assets” within the meaning of Code section 1221. Moreover, the discussion below does not address the effect of any state, local or foreign tax law on an owner of Shares. Purchasers of Shares are urged to consult their own tax advisors with respect to all federal, state, local and foreign tax law considerations potentially applicable to their investment in Shares.

For purposes of this discussion, a “U.S. Shareholder” is a Shareholder that is:

•

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

•

A business entity treated as a corporation for U.S. federal income tax purposes that is created or organized in or under the laws of the United States or any political subdivision thereof;

•

An estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•

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 U.S. persons have the authority to control all substantial decisions of the trust.

A Shareholder that is not a U.S. Shareholder as defined above is generally considered a “Non-U.S. Shareholder” for purposes of this discussion. For United States federal income tax purposes, the treatment of any beneficial owner of an interest in a partnership, including any entity treated as a partnership for United States federal income tax purposes, will generally depend upon the status of the partner and upon the activities of the partnership. Partnerships and partners in partnerships are urged to consult their tax advisors about the United States federal income tax consequences of purchasing, owning and disposing of Shares.

TAXATION OF THE TRUST

The Trust, on behalf of the Fund, is seeking an Internal Revenue Service (“IRS”) Private Letter Ruling generally providing that: (1) the Fund is an “investment trust” as defined in Treasury Regulation section 301.7701-4(c)(1); and (2) each Shareholder is the owner of the assets and income of the Fund. If the Fund were found not to be taxable as a “grantor trust,” it would likely be taxable as a partnership (and not a publicly traded partnership taxed as an association) for U.S. federal income tax purposes and would be required to forward IRS Form K-1s to Fund Shareholders. It is not expected that the tax consequences to the Fund’s Shareholders would differ materially if the Fund were to be treated as a partnership. The balance of this disclosure assumes that the Fund will be treated as a “grantor trust” for U.S. federal income tax purposes.

As a “grantor trust” for U.S. federal income tax purposes, neither the Trust nor the Fund itself will pay U.S. federal income tax. Instead, the income and expenses of the Fund “flow through” to the Fund’s Shareholders, and the Administrator will report the Fund’s income, gains, losses and deductions to the IRS on that basis.

TAXATION OF U.S. SHAREHOLDERS

Shareholders generally will be treated, for U.S. federal income tax purposes, as if they directly owned a pro rata share of the underlying assets held in the Fund. Shareholders also will be treated as if they directly received their respective pro rata shares of the Fund’s income, if any, and as if they directly incurred their respective pro rata shares of the Fund’s expenses. In the case of a Shareholder that purchases Shares for cash, its initial tax basis in its pro rata share of the assets held in the Fund at the time it acquires its Shares will be equal to its cost of acquiring the Shares. In the case of a Shareholder that acquires its Shares by delivering Gold Bullion to the Fund, the delivery of Gold Bullion to the Fund in exchange for the underlying Gold Bullion represented by the Shares will not be a taxable event to the Shareholder, and the Shareholder’s tax basis and holding period for the Shareholder’s pro rata share of the Gold Bullion held in the Fund will be the same as its tax basis and holding period for the Gold Bullion delivered in exchange therefor. For purposes of this discussion, it is assumed that all of a Shareholder’s Shares are acquired on the same date, at the same price per Share and, except where otherwise noted, that the sole asset of the Fund is Gold Bullion.

When the Fund sells Gold Bullion, for example to pay expenses, a Shareholder generally will recognize gain or loss in an amount equal to the difference between (1) the Shareholder’s pro rata share of the amount realized by the Fund upon the sale and (2) the Shareholder’s tax basis for its pro rata share of the Gold Bullion that was sold, which gain or loss will generally be long-term or short-term capital gain or loss, depending upon whether the Shareholder is treated as having held its share of the Gold Bullion that was sold for more than one year. A Shareholder’s tax basis for its share of any Gold Bullion sold by the Fund generally will be determined by multiplying the Shareholder’s total basis for its share of all of the Gold Bullion held in the Fund immediately prior to the sale by a fraction, the numerator of which is the amount of Gold Bullion sold and the denominator of which is the total amount of the Gold Bullion held in the Fund immediately prior to the sale. After any such sale, a Shareholder’s tax basis for its pro rata share of the Gold Bullion remaining in the Fund will be equal to its tax basis for its share of the total amount of the Gold Bullion held in the Fund immediately prior to the sale, less the portion of such basis allocable to its share of the Gold Bullion that was sold.

Upon a Shareholder’s sale of some or all of its Shares, the Shareholder will be treated as having sold the portion of its pro rata share of the Gold Bullion held in the Fund at the time of the sale that is attributable to the Shares sold. Accordingly, the Shareholder 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 Shareholder’s tax basis for the portion of its pro rata share of the Gold Bullion held in the Fund at the time of sale that is attributable to the Shares sold, as determined in the manner described in the preceding paragraph.

A redemption of some or all of a Shareholder’s Shares in exchange for the underlying Gold Bullion represented by the Shares redeemed generally will not be a taxable event to the Shareholder. The Shareholder’s tax basis for the Gold Bullion received in the redemption generally will be the same as the Shareholder’s tax basis for the portion of its pro rata share of the Gold Bullion held in the Fund immediately prior to the redemption that is attributable to the Shares redeemed. The Shareholder’s holding period with respect to the Gold Bullion received should include the period during which the Shareholder held the Shares redeemed. A subsequent sale of the Gold Bullion received by the Shareholder will be a taxable event, unless a nonrecognition provision of the Code applies to such sale.

After any sale or redemption of less than all of a Shareholder’s Shares, the Shareholder’s tax basis for its pro rata share of the Gold Bullion held in the Fund immediately after such sale or redemption generally will be equal to its tax basis for its share of the total amount of the Gold Bullion held in the Fund immediately prior to the sale or redemption, less the portion of such basis which is taken into account in determining the amount of gain or loss recognized by the Shareholder upon such sale or, in the case of a redemption, which is treated as the basis of the Gold Bullion received by the Shareholder in the redemption.

As noted above, the foregoing discussion assumes that all of a Shareholder’s Shares were acquired on the same date and at the same price per Share. If a Shareholder owns multiple lots of Shares ( i.e. , Shares acquired on

different dates and/or at different prices), it is uncertain whether the Shareholder may use the “specific identification” rules that apply under Treas. Reg. § 1.1012-1(c) 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 Shareholder upon the sale of Gold Bullion by the Fund, upon the sale of any Shares by the Shareholder, or upon the sale by the Shareholder of any Gold Bullion received by it upon the redemption of any of its Shares. The IRS could take the position that a Shareholder has a blended tax basis and holding period for its pro rata share of the underlying Gold Bullion in the Fund. Shareholders 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 Bullion related to such Shares.

TREATMENT OF PAYMENTS TO AND FROM THE GOLD DELIVERY PROVIDER–SECTION 988 TRANSACTION

As noted above, Shareholders will be treated as if they directly received their respective pro rata shares of the Fund’s daily income or loss. Shareholders will realize income as a result of the delivery of Gold Bullion by the Gold Delivery Provider to the Fund pursuant to the Gold Delivery Agreement or incur a loss as result of the Fund’s obligation to deliver Gold Bullion to the Gold Delivery Provider pursuant to the Gold Delivery Agreement. Each Shareholder will receive an increase in its tax basis for its pro rata share of the fair market value of the Gold Bullion received by the Fund from the Gold Delivery Provider. The character of the income or loss will generally be determined on the basis of the particular circumstances of each Shareholder.

The maximum ordinary U.S. federal income tax rate for individuals is currently 39.6% and, in general, the maximum individual U.S. federal income tax rate for long-term capital gains is 20%, although in all cases the actual rates may be higher due to the phase out of certain tax deductions, exemptions and credits. For a further discussion on tax rates, please see the section below entitled “Maximum 28% Long-Term Capital Gains Tax Rate for Non-Corporate U.S. Shareholders.” The excess of capital losses over capital gains may be offset against the ordinary income of an individual taxpayer, subject to an annual deduction limitation of $3,000. For corporate taxpayers, the maximum U.S. federal income tax rate is 35%. Capital losses of a corporate taxpayer may be offset only against capital gains, but unused capital losses may be carried back three years (subject to certain limitations) and carried forward five (5) years.

The Gold Delivery Agreement is likely to be classified as a “section 988 transaction” because it is a type of financial instrument in which the amount of the payout in Gold Bullion is determined by reference to the value of one or more “nonfunctional currencies.” Neither the Trust nor the Fund has received nor requested any written guidance from the IRS regarding the tax classification of the Gold Delivery Agreement as a “section 988 transaction”.

Generally, gain or loss attributable to a “section 988 transaction” is ordinary rather than capital and sourced to the country of residence of the taxpayer. There are, however, complex rules that may enable a U.S. Shareholder to elect to treat any such foreign currency gain or loss attributable to the Gold Delivery Agreement as capital gain or loss. Note there is very limited guidance with respect to the application of the section 988 rules to a “grantor trust,” such as the Fund, and there is no assurance that the IRS would respect an election made by a Shareholder to treat any foreign currency gain or loss as capital gain or loss. The IRS, however, has historically and continues to take the position that a “grantor trust” such as the Fund is a disregarded entity that is not a separate entity for U.S. federal income tax purposes. Accordingly, because a Shareholder in the Fund is deemed for federal income tax purposes to be a proportionate owner of the Gold Delivery Agreement, a Shareholder may be entitled to make an election to treat any income or loss from the Gold Delivery Agreement as capital gain or loss.

There are very specific requirements that must be met to satisfy the capital gain or loss election described above including concurrent identification requirements under applicable Treasury Regulations. Shareholders are strongly urged to consult their tax advisors prior to investing in the Fund to determine whether they can satisfy the election requirements, to take the necessary steps to make timely elections, and to understand the tax consequences of the income or loss attributable to the Gold Delivery Agreement.

MAXIMUM 28% LONG-TERM CAPITAL GAINS TAX RATE FOR NON-CORPORATE U.S. SHAREHOLDERS

Under current federal income tax law, gains recognized by non-corporate U.S. Shareholders from the sale of “collectibles,” including Gold Bullion, held for more than one year are taxed at a maximum rate of 28%, rather than the 20% rate applicable to most other long-term capital gains. For these purposes, gain recognized by a non-corporate U.S. Shareholder upon the sale of an interest in a trust that holds collectibles is treated as gain recognized on the sale of collectibles, to the extent that the gain is attributable to unrealized appreciation in value of the collectibles held by the trust. Therefore, any gain recognized by a non-corporate U.S. Shareholder attributable to a sale of Shares held for more than one year, or attributable to the Fund’s sale of any Gold Bullion which the Shareholder is treated (through its ownership of Shares) as having held for more than one year, generally will be taxed at a maximum federal income tax rate of 28%. The tax rates for capital gains recognized upon the sale of assets held by a non-corporate U.S. Shareholder for one year or less or by a U.S. Shareholder are generally the same as those at which ordinary income is taxed.

3.8% TAX ON NET INVESTMENT INCOME

The Health Care Reform and Education Reconciliation Act of 2010 (Pub. Law 111-152) requires certain U.S. Shareholders who are individuals to pay a 3.8% tax on the lesser of the excess of their modified adjusted gross income over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers) or their “net investment income,” which generally includes capital gains from the disposition of property. This tax is in addition to any regular income taxes due on such investment income. A similar tax will apply to certain shareholders that are estates or trusts. U.S. Shareholders are urged to consult their tax advisors regarding the effect, if any, this law may have on an investment in the Shares.

BROKERAGE FEES AND FUND EXPENSES

Any brokerage or other transaction fee incurred by a Shareholder in purchasing Shares will be treated as part of the Shareholder’s tax basis in the underlying assets of the Fund. Similarly, any brokerage fee incurred by a Shareholder in selling Shares will reduce the amount realized by the Shareholder with respect to the sale.

Shareholders will be required to recognize gain or loss upon a sale of Gold Bullion by the Fund (as discussed above), even though some or all of the proceeds of such sale are used by the Administrator to pay Fund expenses. Shareholders may deduct their respective pro rata shares of each expense incurred by the Fund to the same extent as if they directly incurred the expense. Shareholders who are individuals, estates or trusts, however, may be required to treat some or all of the expenses of the Fund as miscellaneous itemized deductions. Individuals may deduct certain miscellaneous itemized deductions only to the extent they exceed 2% of adjusted gross income. In addition, such deductions may be subject to phase-outs and other limitations under applicable provisions of the Code.

INVESTMENT BY U.S. TAX-EXEMPT SHAREHOLDERS

U.S. Tax-Exempt Shareholders are subject to United States federal income tax only on their unrelated business taxable income (“UBTI”). Unless they incur debt in order to purchase Shares, it is expected that U.S. Tax-Exempt Shareholders should not realize UBTI in respect of income or gains from the Shares. U.S. Tax-Exempt Shareholders are urged to consult their own independent tax advisors regarding the United States 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 affect their qualification as a “regulated investment company.”

INVESTMENT BY CERTAIN RETIREMENT PLANS

Code section 408(m) provides that the acquisition of a “collectible” by an individual retirement account (“IRA”), or a participant-directed account maintained under any plan that is tax-qualified under Code section 401(a), is treated as a taxable distribution from the account to the owner of the IRA, or to the participant for whom the plan account is maintained, of an amount equal to the cost to the account of acquiring the collectible. 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.”

U.S. INFORMATION REPORTING AND BACKUP WITHHOLDING FOR U.S. AND NON-U.S. SHAREHOLDERS

The Administrator will file certain information returns with the IRS, and provide certain tax-related information to Shareholders, in connection with the Fund. Each Shareholder will be provided with information regarding its allocable portion of the Fund’s annual income (if any) and expenses.

A U.S. Shareholder may be subject to U.S. backup withholding tax in certain circumstances unless it provides its taxpayer identification number and complies with certain certification procedures. Non-U.S. Shareholders may have to comply with certification procedures to establish that they are not U.S. persons in order to avoid the information reporting and backup withholding tax requirements.

The amount of any backup withholding will be allowed as a credit against a Shareholder’s U.S. federal income tax liability and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS.

INCOME TAXATION OF NON-U.S. SHAREHOLDERS

The Fund may generate taxable income as a result of receiving Gold Bullion from the Gold Delivery Provider pursuant to the Gold Delivery Agreement, recognizing gain upon disposing of Gold Bullion to satisfy its obligation under the Gold Delivery Agreement or pursuant to any gain realized from the disposition of Gold Bullion to pay other Fund expenses. As discussed above in the section entitled “Treatment of Payments to and from the Gold Delivery Provider — Section 988 Transaction,” all the tax implications, to a “grantor trust” such as the Fund from engaging in a “section 988 transaction” such as the Gold Delivery Agreement, have not been addressed by the IRS in the Private Letter Ruling or by other applicable authorities and the IRS may take a different view than the position adopted by the Fund and the Administrator. The Fund believes that income attributable to the Gold Delivery Agreement which may be characterized as “foreign currency gain or loss” should be sourced outside of the U.S. to the residence of the Non-U.S. Shareholder because the Fund is an “investment trust” treated as a grantor trust and not recognized as a separate entity for U.S. federal income tax purposes. Accordingly, any non-U.S. sourced income (including gain recognized upon the sale or other disposition of Shares) to a Non-U.S. Shareholder should not be subject to U.S. federal income tax unless (1) the Non-U.S. Shareholder 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 United States sources; or (2) the gain is effectively connected with the conduct by the Non-U.S. Shareholder of a trade or business in the United States and certain other conditions are met (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment). If clause (1) of the preceding sentence applies, the individual Non-U.S. Shareholder generally will be subject to a flat 30% U.S. federal income tax on any capital gain recognized upon the sale or other disposition of Shares, which may be offset by certain U.S. source losses. If clause (2) applies, the Non-U.S. Shareholder will generally be required to pay U.S. federal income tax on the income or gain derived from the ownership of the Shares in the same manner as a U.S. Shareholder, as described above. In addition, corporate Non-U.S. Shareholders may be subject to a 30% branch profits tax on their “effectively connected” earnings and profits attributable to such income or gain (subject to adjustments). If a Non-U.S. Shareholder is eligible for the benefits of a tax treaty between the United States and its country of residence, the tax treatment of any such income or gain may be modified in the manner specified by the treaty.

ESTATE AND GIFT TAX CONSIDERATIONS FOR NON-U.S. SHAREHOLDERS

Under the U.S. federal tax law, individuals who are neither citizens nor residents (as determined for estate and gift tax purposes) of the United States 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 they are, then Shares would be includible in the U.S. gross estate of a non-resident alien Shareholder. Currently, U.S. estate tax is imposed at rates of up to 35% of the fair market value of the taxable estate. The U.S. estate tax rate is subject to change in future years. In addition, the U.S. federal “generation-skipping transfer tax” may apply in certain circumstances. The estate of a non-resident alien Shareholder who was resident in a country which has an estate tax treaty with the United States may be entitled to benefit from such treaty.

For non-citizens and non-residents of the United States, the U.S. 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. Although the matter is not settled, it appears that ownership of Shares should not be considered ownership of the underlying gold for this purpose, even to the extent that gold was held in custody in the United States. Instead, Shares should be considered intangible property, and therefore they should not be subject to U.S. gift tax if transferred during the holder’s lifetime. Such Shareholders are urged to consult their tax advisors regarding the possible application of U.S. estate, gift and generation-skipping transfer taxes in their particular circumstances.

TAXATION IN JURISDICTIONS OTHER THAN THE UNITED STATES

Prospective purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their tax advisors as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United States 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.

ERISA and Related Considerations

IN GENERAL

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

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, but not limited to (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,” as described in ERISA section 406 of ERISA or Code section 4975, as applicable; (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 overall investment policy of the Plan, the composition of the Plan’s investment portfolio and the Plan’s need for sufficient liquidity to pay benefits when due.

The Shares constitute “publicly-offered securities” as defined in Department of Labor Regulations § 2510.3-101(b)(2). Accordingly, Shares purchased by a Plan, and not an interest in the underlying Gold Bullion held in the Fund represented by the Shares, should be treated as assets of the Plan, for purposes of applying the “fiduciary responsibility” and “prohibited transaction” rules of ERISA and the Code.

“PLAN ASSETS”

ERISA and a regulation issued thereunder by the U.S. Department of Labor (collectively, the “Plan Asset Rules”) contain rules for determining when an investment by a Plan in an equity interest of an entity will result in the underlying assets of such entity being considered to constitute assets of the Plan for purposes of the fiduciary responsibility and prohibited transaction provisions of ERISA and/or Section 4975 of the Code (i.e., “plan assets”). These Plan Asset Rules provide that assets of an entity will not be considered assets of a Plan which purchases an equity interest in the entity if one or more exceptions apply, including an exception applicable if the equity interest purchased is a “publicly-offered security” (the “Publicly-Offered Security Exception”).

The Publicly-Offered Security Exception applies if the equity interest is a security that is (1) “freely transferable,” (2) part of a class of securities that is “widely held” and (3) either (a) part of a class of securities registered under Section 12(b) or 12(g) of the 1934 Act, or (b) sold to the Plan as part of a public offering pursuant to an effective registration statement under the 1933 Act and the class of which such security is a part is registered under the 1934 Act within 120 days (or such later time as may be allowed by the SEC) after the end of the fiscal year of the issuer in which the offering of such security occurred. The Trust expects that the Publicly-Offered Security Exception should apply with respect to the Shares of the Fund, so that the assets of the Fund, including the Gold Bullion, should not be considered the plan assets of a Plan investing in Shares.

PROHIBITED TRANSACTIONS

Without regard to whether the assets of the Fund are considered to be the “plan assets” of investing Plans, the acquisition of Shares by a Plan from an Authorized Participant, or the sale or exchange of Shares between a Plan and another investor, if such Authorized Participant or other investor or their affiliate is a “party in interest” as defined in ERISA section 3(14) or a “disqualified person” as defined in Code section 4975 with respect to the

Plan could cause a prohibited transaction under ERISA section 406 and Code section 4975. There are certain exemptions (“prohibited transaction class exemptions” or “PTCEs” from the prohibited transaction rules that could be applicable, depending on the type of Plan involved and the circumstances of the plan fiduciary’s decision to acquire Shares. Included among these exemptions are: PTCE 84-14 (relating to transactions effected by a “qualified professional asset manager”); PTCE 90-1 (relating to transactions involving insurance company pooled separate accounts); PTCE 91-38 (relating to transactions involving bank collective investment funds); PTCE 95-60 (relating to transactions involving insurance company general accounts); and PTCE 96-23 (relating to transactions effected by an “in-house asset manager”). There is also a statutory exemption that may be available under ERISA section 408(b)(17) and Code section 4975(d)(20) to a party in interest that is a service provider to a Plan investing in the Shares for adequate consideration, provided such service provider is not (i) the fiduciary with respect to the Plan’s assets used to acquire the Shares or an affiliate of such fiduciary or (ii) an affiliate of the employer sponsoring the Plan. There can be no assurance that any of these exemptions, or any other exemption, will be available with respect to any particular transaction involving the Shares.

In addition, Shares generally should not be purchased with the assets of a Plan if the Sponsor, the CPO, the Administrator, the Transfer Agent, the Custodian, the Gold Delivery Provider, the Trustee or any of their respective affiliates, any of their respective employees or any employees of their respective affiliates: (1) has investment discretion with respect to the investment of such plan assets; (2) has authority or responsibility to give or regularly gives investment advice with respect to such plan assets, for a fee, and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to such plan assets and that such advice will be based on the particular investment needs of the Plan; or (3) is an employer maintaining or contributing to such Plan. A party that is described in clause (1) or (2) of the preceding sentence would be a fiduciary under ERISA and the Code with respect to the Plan, and unless an exemption applies, any such purchase might result in a “prohibited transaction” under ERISA and the Code.

Except as otherwise set forth, the foregoing statements regarding the consequences under ERISA and the Code of an investment in Shares of the Fund are based on the provisions of the Code and ERISA as currently in effect, and the existing administrative and judicial interpretations thereunder. No assurance can be given that administrative, judicial or legislative changes will not occur that will not make the foregoing statements incorrect or incomplete.

THE PERSON WITH INVESTMENT DISCRETION ACTING ON BEHALF OF A PLAN SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISERS AS TO THE PROPRIETY OF AN INVESTMENT IN SHARES IN LIGHT OF THE CIRCUMSTANCES OF THE PARTICULAR PLAN AND CURRENT TAX LAW. SEE ALSO “UNITED STATES FEDERAL TAX CONSEQUENCES —INVESTMENT BY CERTAIN RETIREMENT PLANS.”

The Declaration of Trust

The Trust operates under the terms of the Declaration of Trust, dated as of August 27, 2014, as amended and restated on June 30, 2016 and further amended and restated on August , 2016, between the Sponsor, and the Trustee. A copy of the Declaration of Trust is available for inspection at the Trustee’s office. The following is a description of the material terms of the Declaration of Trust.

THE SPONSOR

This section summarizes some of the important provisions of the Declaration of Trust which apply to the Sponsor. For a general description of the Sponsor’s role concerning the Trust, see the section “Prospectus Summary — The Sponsor.”

Liability of the Sponsor and indemnification

The Sponsor will not be liable to the Trust, the Trustee or any Shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any Gold Bullion or other assets of the Fund or the Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, or willful misconduct.

The Sponsor and each of its shareholders, members, directors, officers, employees, affiliates and subsidiaries will be indemnified by the Trust and held harmless against any losses, liabilities or expenses incurred in the performance of its duties under the Declaration of Trust without gross negligence, bad faith, or willful misconduct. The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee’s counsel or by any other person for any matters arising under the Declaration of Trust. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided for in the Declaration of Trust. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any indemnified claim or liability under the Declaration of Trust.

THE TRUSTEE

This section summarizes some of the important provisions of the Declaration of Trust which apply to the Trustee. For a general description of the Trustee’s role concerning the Trust, see the section “Prospectus Summary — The Trustee.”

Liability of the Trustee and indemnification

The Trustee will not be liable or accountable to the Trust or any other person or under any agreement to which the Trust or any Fund is a party, except for the Trustee’s breach of its obligations pursuant to the Declaration of Trust or its own willful misconduct, bad faith or gross negligence. The Trustee and each of its officers, affiliates, directors, employees, and agents will be indemnified by the Trust from and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Declaration of Trust or the transactions contemplated thereby; provided that the indemnified party acted without willful misconduct, bad faith or gross negligence.

Duties

The Trustee will have none of the duties or liabilities of the Sponsor. The duties of the Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware, (ii) the execution of any certificates

required to be filed with the Secretary of State of the State of Delaware which the Delaware Trustee is required to execute under Section 3811 of the Delaware Statutory Trust Act, and (iii) any other duties specifically allocated to the Trustee in the Declaration of Trust or agreed in writing with the Sponsor from time to time.

Resignation, discharge or removal of Trustee; successor trustees

The Trustee may resign at any time by giving at least 60 days advance written notice to the Trust, provided that such resignation will not become effective until such time as a successor Trustee has accepted appointment as Trustee of the Trust. The Sponsor may remove the Trustee at any time by giving at least 60 days advance written notice to the Trustee, provided that such removal will not become effective until such time as a successor Trustee has accepted appointment as Trustee of the Trust. Upon effective resignation or removal, the Trustee will be discharged of its duties and obligations.

STATEMENTS, FILINGS AND REPORTS

Proper books of account for the Fund shall be kept and shall be audited annually by an independent certified public accounting firm selected by the Sponsor in its sole discretion, and there shall be entered therein all transactions, matters and things relating to each Fund’s business as are required by the Securities Act, as amended; the CEA and regulations promulgated thereunder; and all other applicable rules and regulations, and as are usually entered into books of account kept by persons engaged in a business of like character. The books of account shall be kept at the principal office of the Trust.

The Trust will furnish to DTC Participants for distribution to shareholders annual reports (as of the end of each fiscal year) for the Fund as are required to be provided to shareholders by the CFTC and the NFA. These annual reports will contain financial statements prepared by the Sponsor and audited by an independent registered public accounting firm designated by the Sponsor. The Trust will also post monthly statements of account to the Fund’s website at http://www.spdrgoldshares.com. These monthly statements of account will contain certain unaudited financial information regarding the Fund, including the Fund’s NAV. The Sponsor will furnish to the shareholders other reports or information which the Sponsor, in its discretion, determines to be necessary or appropriate. In addition, under SEC rules the Trust will be required to file quarterly and annual reports for the Fund with the SEC, which need not be sent to shareholders but will be publicly available through the SEC. The Trust will post the same information that would otherwise be provided in the Trust’s CFTC, NFA and SEC reports on the Fund’s website at http://www.spdrgoldshares.com.

FISCAL YEAR

The fiscal year of the Fund will initially be the period ending September 30th of each year. The Sponsor has the continuing right to select an alternate fiscal year.

TERMINATION OF THE TRUST OR THE FUND

The Sponsor may terminate the Trust or the Fund in its sole discretion. The Sponsor will give written notice of the termination of the Trust or the Fund, specifying the date of termination, to Shareholders of the Trust or Fund, as applicable, at least 30 days prior to the termination of the Trust or the Fund. The Sponsor will, within a reasonable time after such termination, sell all of the Gold Bullion not already distributed to Authorized Participants redeeming Creation Units, if any, in such a manner so as to effectuate orderly sales and a minimal market impact. The Sponsor shall not be liable for or responsible in any way for depreciation or loss incurred by reason of any sale or sales made in accordance with the provisions of the Declaration of Trust. The Sponsor may suspend its sales of the Gold Bullion upon the occurrence of unusual or unforeseen circumstances, including, but not limited to, a suspension in trading of gold.

AMENDMENTS TO DECLARATION OF TRUST

The Declaration of Trust can be amended by the Sponsor in its sole discretion and without the Shareholders’ consent by making an amendment, a Declaration of Trust supplemental thereto, or an amended and restated declaration of trust. Any such restatement, amendment and/or supplement hereto shall be effective on such date as designated by Sponsor in its sole discretion.

GOVERNING LAW

The Declaration of Trust and the rights of the Sponsor, the Trustee, DTC (as registered owner of the Trust’s global certificates for Shares) and the Shareholders under the Declaration of Trust are governed by the laws of the State of Delaware.

Initial Purchasers

An affiliate of the Sponsor and an unaffiliated third party, as the “Initial Purchasers,” on , 2016, agreed to purchase, and on , 2016 took delivery of, 10,000 Shares at a per-Share price of $ . As of the date of effectiveness of this Prospectus, these 10,000 Shares represent all of the outstanding Shares. The Initial Purchasers expect to offer all of the Shares to the public pursuant to this Prospectus. In accordance with FINRA Conduct Rule 2310, the Initial Purchasers will not make any sales to any account over which it has discretionary authority without the prior written approval of a purchaser of Shares, and the total amount of underwriting compensation it receives, together with any other underwriting compensation received by Authorized Participants or underwriters in connection with the offering (if any), will not exceed 10% of the gross proceeds of the offering.

The Initial Purchasers intend to make a public offering of the Initial Shares at a price per Share that will vary depending, among other factors, on the net asset value per Share and the trading price of Shares on NYSE Arca at the time of the offer. Shares offered by the Initial Purchasers at different times may have different offering prices. The Initial Purchasers will not receive from the Fund, the Sponsor or any of their affiliates any fee or other compensation in connection with the sale of the Initial Shares. The Initial Purchasers will be acting as underwriters with respect to the Initial Shares.

The Sponsor has agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the Initial Purchasers may be required to make in respect thereof.

The Initial Purchasers have also agreed to be Authorized Participants and at any time and from time to time after the date hereof may, in such capacity, create or redeem Creation Units.

Plan of Distribution

In addition to, and independent of, the purchase of the Underwritten Shares by the Initial Purchasers (described above) and the purchase of the Seed Creation Units by the initial depositor of Gold Bullion into the Fund, the Fund expects to issue Shares in Creation Units to Authorized Participants from time to time in exchange for deposits of the amount of Gold Bullion represented by the Creation Units being created. Because new Shares can be created and issued on an ongoing basis, at any point during the life of the Fund, a “distribution,” as such term is used in the Securities Act, will be occurring.

The Initial Purchasers will be deemed to be statutory underwriters. 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 Creation Unit from the Fund, breaks the Creation Unit 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 one 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 categorization as an underwriter.

Investors who purchase Shares through a commission/fee-based brokerage account may pay commissions/fees charged by the brokerage account. Investors are encouraged to review the terms of their brokerage accounts for details on applicable charges.

Dealers who 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.

The Sponsor intends to qualify the Shares in states selected by the Sponsor and through broker-dealers who are members of FINRA. Investors intending to create or redeem Creation Units through Authorized Participants in transactions not involving a broker-dealer registered in an investor’s state of domicile or residence should consult their legal advisors regarding applicable broker-dealer or securities regulatory requirements under the state securities laws prior to such creation or redemption.

In connection with the formation of the Fund, the Custodian will receive ounces of unallocated Gold Bullion on behalf of the Fund from the Initial Purchasers in exchange for the Seed Creation Units. The NAV of the Fund on the initial seed date does not reflect the change in value of the Reference Currencies from day to day and is based solely on the U.S. dollar price of the Fund’s Gold Bullion on such day. These changes would be reflected only beginning on the second day of the Fund’s operations. The Initial Purchasers will be deemed to be underwriters in connection with such transaction. The Seed Creation Units will be purchased at a per Share price equal to of an ounce of Gold Bullion. No fee or commission is payable in connection with the issuance of Seed Creation Units.

An affiliate of the Sponsor and an unaffiliated third party, also called the Initial Purchasers, have, subject to conditions, agreed to purchase the Underwritten Shares at the price of an ounce of Gold Bullion per Share, pursuant to a distribution agreement between the Sponsor and the Initial Purchasers. Total proceeds to the Fund from the sale of the Underwritten Shares will be ounces of Gold Bullion. The public offering price of the Underwritten Shares will be determined by reference to, among other considerations, the price of Gold Bullion and the trading prices of the Shares on NYSE Arca at the time the Underwritten Shares are sold to the public. The Underwritten Shares could be sold at different prices if such Underwritten Shares are sold by the Initial

Purchasers at different times. In addition to such fees, the Initial Purchasers may receive commissions/fees from investors through their commission/fee-based brokerage accounts, in amounts between and .

The Sponsor estimates that the total expenses payable by the Sponsor in connection with the offering and sale of the Underwritten Shares, excluding the fee paid to the Initial Purchasers, will be approximately . The Fund will not bear any of such expenses.

The Sponsor has agreed to indemnify certain parties against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that such parties may be required to make in respect of those liabilities. The Administrator has agreed to reimburse such parties, solely from and to the extent of the Fund’s assets, for indemnification and contribution amounts due from the Sponsor in respect of such liabilities to the extent the Sponsor has not paid such amounts when due. In addition, WGC AM has agreed to indemnify certain parties against certain liabilities.

In connection with this offering, the Initial Purchasers may engage in activities that stabilize, maintain or otherwise affect the price of the Shares, including:

•

stabilizing transactions;

•

short sales; and

•

purchases to cover positions created by short sales.

Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the Shares while this offering is in progress. These transactions may also include making short sales of Shares, which involves the sale by the Initial Purchasers of a greater number of Shares than it is required to purchase in this offering, and purchasing Shares on the open market to cover positions created by short sales.

The Initial Purchasers will not act as an Authorized Participant with respect to the Underwritten Shares, and its activities with respect to the Underwritten Shares will be distinct from those of an Authorized Participant. The Initial Purchasers expect to become an Authorized Participant.

The Shares are expected to trade on NYSE Arca under the symbol “GLDW.”

The Marketing Agent is assisting the Sponsor in, among other things: (1) developing a marketing plan for the Fund on an ongoing basis; (2) preparing marketing materials regarding the Shares, including the content on the Fund’s website; (3) executing the marketing plan for the Fund; (4) conducting public relations activities related to the marketing of Shares; and (5) incorporating gold into its strategic and tactical exchange-traded fund research.

Legal Proceedings

None.

Legal Matters

The validity of the Shares will be passed upon for the Sponsor by Morgan, Lewis & Bockius LLP, which, as U.S. tax counsel to the Fund, will also render an opinion regarding the material federal income tax consequences relating to the Shares. will opine on the validity of the Underwritten Shares for the Initial Purchasers. Morgan, Lewis & Bockius LLP is not acting as counsel to any investor in the Fund.

Experts

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

Where You Can Find More Information

The Sponsor has filed on behalf of the Fund a registration statement on Form S-1 with the SEC under the Securities Act. This Prospectus does not contain all of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information about the Fund or the Shares, please refer to the registration statement, which you may inspect, without charge, at the public reference facilities of the SEC at the below address or online at www.sec.gov, or obtain at prescribed rates from the public reference facilities of the SEC at the below address. Information about the Fund and the Shares can also be obtained from the Fund’s website. The Internet address of the Fund’s website is http://www.spdrgoldshares.com. This Internet address is only provided here as a convenience to you to allow you to access the Fund’s website, and the information contained on or connected to the Fund’s website is not part of this Prospectus or the registration statement of which this Prospectus is a part.

The Fund is subject to the informational requirements of the Exchange Act , and the Sponsor, on behalf of the Fund, will file quarterly and annual reports and other information with the SEC. The Sponsor will file an updated prospectus annually for the Fund pursuant to the Securities Act. The reports and other information can be inspected at the public reference facilities of the SEC located at 100 F Street, N.E., Washington, D.C. 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, N.E., Washington, D.C. 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 .

COMPARING THE PERFORMANCE OF THE INDEX AND THE GOLD PRICE

HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM.

ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING RESULTS.

THE SPONSOR HAS HAD LITTLE OR NO EXPERIENCE IN TRADING ACTUAL ACCOUNTS FOR ITSELF OR FOR CUSTOMERS. BECAUSE THERE ARE NO ACTUAL TRADING RESULTS TO COMPARE TO THE HYPOTHETICAL PERFORMANCE RESULTS, CUSTOMERS SHOULD BE PARTICULARLY WARY OF PLACING UNDUE RELIANCE ON THESE HYPOTHETICAL PERFORMANCE RESULTS.

TABLE 1 AND CHARTS 1-4

Table 1 and Charts 1-4 below show:

(i)

The performance of the Gold Price and the Index over various periods dating back to 2007 (see Table 1 and Charts 1-2);

(ii)

The correlation of the Gold Price and the Index against the USD during this time (see Table 1);

(iii)

The correlation between the Gold Price, the Index and various asset classes during this time (see Chart 3); and

(iv)

The volatility of the Gold Price and the Index during this time (see Charts 1 and 4).

The results shown below with respect to the Index are hypothetical based on back-testing of the Index and are not necessarily indicative of future results. Such results also do not reflect fees and expenses necessary to operate the Fund. Though the length of the survey period is limited and is based on pre-inception Index performance, which limits the conclusions that can be drawn from the results, the Index has had generally lower volatility than the Gold Price across the period analyzed of January 1, 2007 through June 30, 2016. As shown in Table 1, the correlation between the Index and the USD during this period is smaller in magnitude (and often times very close to zero) than the consistently negative correlation between the Gold Price and the USD. During such time period, however, many factors have impacted the fluctuations of gold, the USD and the Reference Currencies comprising the FX Basket which may affect the usefulness of the data regarding the correlation between the Index, gold, the USD and the Reference Currencies comprising the FX Basket.

In terms of returns, during the periods measured, the Index has historically outperformed the Gold Price on periods when the USD has strengthened against the Reference Currencies comprising the FX Basket. Conversely,

it has historically underperformed the Gold Price over periods when the USD has weakened against the Reference Currencies comprising the FX Basket. Of course, as with all indexes and investment strategies, the past hypothetical performance of the Index is not indicative of future performance and there can be no guarantee the Index will perform in a similar manner in the future. In addition, the data regarding the Index is preliminary and subject to change.

TABLE 1: PERFORMANCE OF GOLD (US$/OZ) VERSUS THE INDEX OVER VARIOUS PERIODS OF TIME*


		Return						Volatility**						Correlation w/ US$**
		Gold			Index			Gold			Index			Gold		Index
Since inception	1/1/2007-6/30/2016		8.1	%		9.4	%		19.8	%		18.1	%		-0.30		-0.03
5-year average	6/30/2011-6/30/2016		-2.6	%		2.2	%		18.3	%		16.3	%		-0.26		0.00
3-year average	6/30/2013-6/30/2016		2.3	%		7.4	%		16.3	%		13.7	%		-0.29		0.02
1-year average	6/30/2015-6/30/2016		12.4	%		12.4	%		17.3	%		14.1	%		-0.32		0.09
Great Recession	7/1/2008-3/31/2009		-0.2	%		16.7	%		35.6	%		33.1	%		-0.29		-0.05
Sovereign Debt Crisis I	12/1/2009-5/28/2010		3.0	%		19.8	%		17.7	%		19.3	%		-0.27		-0.04
Sovereign Debt Crisis II	4/29/2011-6/29/2012		1.5	%		14.9	%		22.0	%		21.7	%		-0.23		0.00
2007	1/1/2007-12/31/2007		31.9	%		20.2	%		15.8	%		13.8	%		-0.46		-0.18
2008	1/1/2008-12/31/2008		4.3	%		10.2	%		31.6	%		28.9	%		-0.43		-0.15
2009	1/1/2009-12/31/2009		25.0	%		21.1	%		21.4	%		19.9	%		-0.18		0.03
2010	1/1/2010-12/31/2010		29.2	%		30.6	%		16.1	%		16.7	%		-0.21		0.08
2011	1/1/2011-12/31/2011		8.9	%		8.9	%		21.0	%		21.9	%		-0.18		0.07
2012	1/1/2012-12/31/2012		8.3	%		6.9	%		16.7	%		13.4	%		-0.44		-0.19
2013	1/1/2013-12/31/2013		-27.3	%		-27.2	%		21.9	%		18.5	%		-0.23		-0.05
2014	1/1/2014-12/31/2014		0.1	%		10.8	%		13.0	%		11.2	%		-0.29		-0.09
2015	1/1/2015-12/31/2015		-12.1	%		-3.1	%		14.4	%		12.8	%		-0.32		0.08
2016*	1/1/2016-6/30/2016		24.7	%		21.4	%		19.3	%		15.6	%		-0.26		0.09

*	As of June 30, 2016. Gold corresponds to the LBMA Gold Price PM, the Index to the Solactive GLD ^® Long USD Gold Index.

**	Volatility and correlation computed using daily returns. For correlations, the US$ returns were computed using the Index returns minus the LBMA Gold Price AM.”

Source:

Bloomberg, ICE Benchmark Administration, Solactive, World Gold Council

CHART 1:

Performance of gold (US$/oz) and the Index since inception (1/1/2007 = 100)*

LOGO

*	As of June 30, 2016. Gold based on the LBMA Gold Price PM, the Index on the Solactive GLD® Long USD Gold Index.

Source: Bloomberg, ICE Benchmark Administration, Solactive, World Gold Council

CHART 2:

Annual gold (US$/oz) and Index returns*

LOGO

*	As of June 30, 2016. Gold based on the LBMA Gold Price PM, the Index on the Solactive GLD® Long USD Gold Index.

Source: Bloomberg, ICE Benchmark Administration, Solactive, World Gold Council

CHART 3:

Correlation between the gold (US$/oz), the Index and various asset classes*

LOGO

Correlation computed using weekly returns between January 1, 2007 and June 30, 2016. Gold based on the LBMA Gold Price PM, the Index on the Solactive GLD® Long USD Gold Index. US stocks based on the S&P 500 Index, Global stocks on the MSCI All Country World Index, US bonds on the Barclays US Aggregate Index, US Treasuries on the Barclays US Treasury Index, Global bonds on the Barclays Global Bond Aggregate, and commodities based on the S&P Goldman Sachs Commodity Index.

Source: Bloomberg, ICE Benchmark Administration, Solactive, World Gold Council

CHART 4:

Annual gold (US$/oz) and Index volatility*

LOGO

*	As of June 30, 2016. Volatility computed using daily returns. Gold based on the LBMA Gold Price PM, the Index on the Solactive GLD® Long USD Gold Index.

Source: Bloomberg, ICE Benchmark Administration, Solactive, World Gold Council

TABLE 2

Table 2 below shows the percentage change (return) for gold (US$/oz) and the Index as a function of the direction of the USD. The results shown in Table 2 with respect to the Index are hypothetical based on back-testing of the Index and are not necessarily indicative of future results. Such results also did not reflect fees and expenses necessary to operate the Fund.

In general, the Index has historically outperformed the Gold Price on days when the USD appreciates (strengthens) against the Reference Currencies comprising the FX Basket. Conversely, the Index has historically underperformed the Gold Price in periods when the USD depreciates (weakens) against the Reference Currencies comprising the FX Basket. The net effect (total return) over a longer period of time will depend on whether there are more days in which the USD strengthens or more days in which it weakens, and the magnitude of such changes on each day. Table 2 also shows that the Index has historically had a lesser sensitivity to changes in the value of the USD than the Gold Price US$/oz has had.

TABLE 2: INDEX RETURN VERSUS GOLD RETURNS DEPENDING ON WHETHER THE US$ GOES UP OR DOWN*


		Index performance vs. gold
		All months**			When the US$ is up†			When the US$ is down‡
Since inception	1/1/2007-6/30/2016		0.1	%		1.0	%		-0.8	%
5-year average	6/30/2011-6/30/2016		0.4	%		1.0	%		-0.6	%
3-year average	6/30/2013-6/30/2016		0.4	%		0.8	%		-0.4	%
1-year average	6/30/2015-6/30/2016		0.0	%		0.8	%		-0.8	%
Great Recession	7/1/2008-3/31/2009		1.3	%		2.1	%		-0.8	%
Sovereign Debt Crisis I	12/1/2009-5/28/2010		1.3	%		1.3	%		0.0	%
Sovereign Debt Crisis II	4/29/2011-6/29/2012		1.0	%		1.8	%		-0.7	%
2007	1/1/2007-12/31/2007		-0.6	%		0.0	%		-0.7	%
2008	1/1/2008-12/31/2008		0.5	%		1.5	%		-1.0	%
2009	1/1/2009-12/31/2009		-0.3	%		1.1	%		-1.4	%
2010	1/1/2010-12/31/2010		0.1	%		1.3	%		-1.2	%
2011	1/1/2011-12/31/2011		0.0	%		1.2	%		-1.2	%
2012	1/1/2012-12/31/2012		-0.1	%		0.9	%		-1.0	%
2013	1/1/2013-12/31/2013		0.0	%		0.4	%		-0.4	%
2014	1/1/2014-12/31/2014		0.8	%		1.0	%		-0.2	%
2015	1/1/2015-12/31/2015		0.8	%		1.2	%		-0.4	%
2016*	1/1/2016-6/30/2016		-0.2	%		0.3	%		-0.6	%

*	As of June 30, 2016. Gold corresponds to the LBMA Gold Price AM, the Index to the Solactive GLD ^® Long USD Gold Index.

**	Monthly average of Index returns minus gold returns for each corresponding period regardless of the direction of the US dollar.

†	Monthly average of Index returns minus gold returns for each period using only months when the US dollar was up against the basket of currencies.

‡	Monthly average of Index returns minus gold returns for each period using only months when the US dollar was down against the basket of currencies.

Source: Bloomberg, ICE Benchmark Administration, Solactive, World Gold Council

THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM.

TABLE 3

Table 3 below shows the performance of gold, the performance of the Index, and the approximate FX contribution. The approximate FX contribution is the differential between the Index return and the Gold Price in US$/oz. The results shown in Table 3 with respect to the Index are hypothetical based on back-testing of the Index and are not necessarily indicative of future results. Such results also did not reflect fees and expenses necessary to operate the Fund.

TABLE 3: PERFORMANCE OF GOLD, THE INDEX, AND THE APPROXIMATE FX CONTRIBUTION*


		Return
		Gold (PM)			Gold (AM)			Index			Approx. FX**
Since inception	1/1/2007-6/30/2016		8.1	%		8.0	%		9.4	%		1.3	%
5-year average	6/30/2011-6/30/2016		-2.6	%		-2.6	%		2.2	%		5.0	%
3-year average	6/30/2013-6/30/2016		2.3	%		2.3	%		7.4	%		5.0	%
1-year average	6/30/2015-6/30/2016		12.4	%		12.0	%		12.4	%		0.3	%
Great Recession	7/1/2008-3/31/2009		-0.2	%		-1.0	%		16.7	%		17.9	%
Sovereign Debt Crisis I	12/1/2009-5/28/2010		3.0	%		3.3	%		19.8	%		16.0	%
Sovereign Debt Crisis II	4/29/2011-6/29/2012		1.5	%		2.4	%		14.9	%		12.2	%
2007	1/1/2007-12/31/2007		31.9	%		30.3	%		20.2	%		-7.8	%
2008	1/1/2008-12/31/2008		4.3	%		4.0	%		10.2	%		5.9	%
2009	1/1/2009-12/31/2009		25.0	%		26.3	%		21.1	%		-4.1	%
2010	1/1/2010-12/31/2010		29.2	%		27.9	%		30.6	%		2.2	%
2011	1/1/2011-12/31/2011		8.9	%		8.9	%		8.9	%		0.0	%
2012	1/1/2012-12/31/2012		8.3	%		7.9	%		6.9	%		-0.9	%
2013	1/1/2013-12/31/2013		-27.3	%		-27.8	%		-27.2	%		0.8	%
2014	1/1/2014-12/31/2014		0.1	%		-1.2	%		10.8	%		12.2	%
2015*	1/1/2016-6/30/2016		24.7	%		24.1	%		21.4	%		-2.2	%

100

*	As of June 30, 2016. Gold (PM) corresponds to the LBMA Gold Price PM, Gold (AM) correspondence to the LBMA Gold Price AM, and the Index to the Solactive GLD ^® Long USD Gold Index.

**	The approximate FX contribution is the differential between the Solactive GLD ^® Long USD Gold Index return and the gold (AM) price in US$/oz.

Source: Bloomberg, ICE Benchmark Administration, Solactive, World Gold Council

TABLE 4

Table 4 below shows the approximate FX contribution per day. The approximate FX contribution is the differential between the Index return and the Gold Price in US$/oz. The results shown in Table 4 with respect to the Index are hypothetical based on back-testing of the Index and are not necessarily indicative of future results. Such results also did not reflect fees and expenses necessary to operate the Fund.

Table 4: Approximate FX contribution per day*


		Approximate FX**
		Daily average			Absolute daily average†			Daily volatility‡
Since inception	1/1/2007-6/30/2016		0.005	%		47.6	%		0.6	%
5-year average	6/30/2011-6/30/2016		0.019	%		53.6	%		0.5	%
3-year average	6/30/2013-6/30/2016		0.019	%		58.3	%		0.5	%
1-year average	6/30/2015-6/30/2016		0.001	%		50.0	%		0.5	%
Great Recession	7/1/2008-3/31/2009		0.085	%		67.2	%		1.0	%
Sovereign Debt Crisis I	12/1/2009-5/28/2010		0.116	%		100.0	%		0.6	%
Sovereign Debt Crisis II	4/29/2011-6/29/2012		0.038	%		43.6	%		0.6	%
2007	1/1/2007-12/31/2007		-0.031	%		41.6	%		0.4	%
2008	1/1/2008-12/31/2008		0.022	%		51.0	%		0.8	%
2009	1/1/2009-12/31/2009		-0.016	%		24.6	%		0.8	%
2010	1/1/2010-12/31/2010		0.008	%		58.1	%		0.6	%
2011	1/1/2011-12/31/2011		0.000	%		33.5	%		0.6	%
2012	1/1/2012-12/31/2012		-0.004	%		43.3	%		0.4	%
2013	1/1/2013-12/31/2013		0.003	%		41.2	%		0.4	%
2014	1/1/2014-12/31/2014		0.044	%		75.8	%		0.4	%
2015	1/1/2015-12/31/2015		0.033	%		66.5	%		0.6	%
2016*	1/1/2016-6/30/2016		-0.017	%		33.3	%		0.6	%

*	As of June 30, 2016.

**	The approximate FX contribution is the differential between the Solactive GLD ^® Long USD Gold Index return and the Gold Price AM in US$/oz.

†	Average of the daily absolute value of the approximate FX over the period, computed as: (1/n) S \|R(iFX)\|; where R(iFX) is the approximate FX return on a given day and ‘n’ is the number of business days in the period.

‡	Daily volatility of the approximate FX, computed as the standard deviation of the approximate FX returns over the period.

Source:

Bloomberg, ICE Benchmark Administration, Solactive, World Gold Council

The past performance depicted in Tables 1, 2, 3 and 4 above is not indicative of future performance and is no guarantee of future results.

101

Chart 5: Hypothetical Gold Bullion Deliveries to and From the Fund by the Gold Delivery Provider

The following chart on shows hypothetical Gold Bullion deliveries to and from the Fund by the Gold Delivery Provider. The numerical values are based on actual historical data on four days chosen to indicate the various combinations of gold (in USD terms) and the FX Basket comprised of the Reference Currencies appreciating or depreciating. Specifically, the chart shows how Gold Bullion would move into or out of the Fund on a particular day in which (1) the price of gold increases and the value of the USD against the FX Basket comprised of Reference Currencies decreases; (2) the price of gold increases and the value of the USD against the FX Basket comprised of Reference Currencies increases; (3) the price of gold decreases and the value of the USD against the FX Basket comprised of Reference Currencies decreases; and (4) the price of gold decreases and the value of the USD against the FX Basket comprised of Reference Currencies increases.

In the below chart, “FX” is the FX Basket comprised of the Reference Currencies. “Up” refers to appreciation and “Down” refers to depreciation. The below chart assumes Fund assets of $100 million. “FX Up” means the FX Basket comprised of the Reference Currencies appreciated against the USD and “FX Down” means the FX Basket comprised of the Reference Currencies depreciated against the USD.


Gold and FX Up or Down	Date	Index % Change	Gold Price in USD % Change	Approximate FX % Change*	USD Amount of Gold To (+) and From (-) the Fund**
Gold Up / FX Down
Gold Up / FX Up
Gold Down / FX Down
Gold Down / FX Up

The approximate FX percentage change is the differential between the Index percentage change and the gold price percentage change in US$/oz. It is computed as follows (1+R(GG))=(1+R(g))*(1+R(iFX)), where for each corresponding period R(GG) is the percentage change of the Index, R(g) is the percentage change of gold (US$/oz), and R(iFX) is the approximate FX percentage change.

[ ]

102

Chart 6: Fund Performance Scenarios

The chart below illustrates how the Fund is intended to perform if (1) the price of gold increases and the value of the USD (“USD”) against the Reference Currencies comprising the FX Basket decreases as depicted below in the upper left quadrant “Fund NAV Increases or Decreases”; (2) the price of gold increases and the value of the USD against the Reference Currencies comprising the FX Basket increases as depicted below in the quadrant “Fund NAV Increases”; (3) the price of gold decreases and the value of the USD against the Reference Currencies comprising the FX Basket decreases as depicted below in the quadrant “Fund NAV Decreases”; and (4) the price of gold decreases and the value of the USD against the Reference Currencies comprising the FX Basket increases as depicted below in the lower right quadrant “Fund NAV Increases or Decreases.” The chart does not take into account any fees and expenses of the Fund. Of course, there can be no guarantee of future results and past performance is not indicative of future performance.

LOGO

(1)

The NAV of the Fund will increase or decrease depending upon whether the increase in the price of gold has a greater or lesser impact on the NAV of the Fund than the decrease in the value of the USD against the Reference Currencies comprising the FX Basket. If the increase in the price of gold has a greater impact on the NAV of the Fund than the decrease in the USD against the Reference Currencies comprising the FX

103

Basket or if the value of the USD against the Reference Currencies comprising the FX Basket remains flat, the NAV of the Fund will increase. Conversely, if the decrease in the value of the USD against the Reference Currencies comprising the FX Basket has a greater impact on the NAV of the Fund than the increase in the price of gold or if the price of gold remains flat, the NAV of the Fund will decrease.

(2)

The NAV of the Fund will increase or decrease depending upon whether the increase in the value of the USD against the Reference Currencies comprising the FX Basket has a greater or lesser impact on the NAV of the Fund than the decrease in the value of the price of gold. If the increase in the value of the USD against the Reference Currencies comprising the FX Basket has a greater impact on the NAV of the Fund than the decrease in the price of gold or if the price of gold remains flat, the NAV of the Fund will increase. Conversely, if the decrease in the price of gold has a greater impact on the NAV of the Fund than the increase in the value of the USD against the Reference Currencies comprising the FX Basket or if the value of the USD against the Reference Currencies comprising the FX Basket remains flat, the NAV of the Fund will decrease.

104

Report of Independent Registered Public Accounting Firm

To be provided.

F-1

Statement of Financial Condition

To be provided.

F-2

APPENDIX A

GLOSSARY OF DEFINED TERMS

In this Prospectus, each of the following quoted terms has the meaning set forth after such term:

“Administrator” — BNYM, a banking corporation organized under the laws of the State of New York.

“Allocated Bullion Account Agreement” — The agreement between the Trust and the Custodian which establishes the Fund Allocated Account. The Allocated Bullion Account Agreement and the Unallocated Bullion Account Agreement are sometimes referred to together as the “Custody Agreements.”

“Authorized Participant” — A person who (1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) is a participant in DTC, (3) has entered into a Participant Agreement with the Administrator and (4) has established an Authorized Participant Unallocated Account with the Custodian. Only Authorized Participants may place orders to create or redeem one or more Creation Units.

“Authorized Participant Unallocated Account” — An unallocated Gold Bullion account established with the Custodian by an Authorized Participant. Each Authorized Participant’s Authorized Participant Unallocated Account will be used to facilitate the transfer of Gold Bullion deposits and Gold Bullion redemption distributions between the Authorized Participant and the Fund in connection with the creation and redemption of Creation Units.

“BNYM” — BNYM is the Administrator and Transfer Agent of the Trust. BNYM also serves as the custodian of the Trust’s cash, if any.

“Book-Entry System” — The Federal Reserve Treasury Book-Entry System for United States and federal agency securities.

“Business Day” — Any day the Fund’s Listing Exchange is open for business.

“Calculation Agent” — Solactive AG.

“CEA” — The Commodity Exchange Act, as amended.

“CFTC” — The Commodity Futures Trading Commission, established under the CEA. The CFTC is an independent agency of the United States Government with the mandate to regulate commodity interests, including commodity futures and option and swap markets in the United States.

“Code” — The United States Internal Revenue Code of 1986, as amended.

“Commodity Pool Operator” or “CPO” — WGC USA Asset Management Company, LLC is the CPO of the Fund and is registered in such capacity with the CFTC and a member of the NFA.

“Creation Unit” — A block of 10,000 Shares or more or such other amount as established from time to time by the Sponsor. Multiple blocks are called “Creation Units.”

“Creation Unit Gold Delivery Amount” — The total deposit of Gold Bullion required to create a Creation Unit. The Creation Unit Gold Delivery Amount is the number of ounces of Gold Bullion required to be delivered to the Fund by an Authorized Participant in connection with a creation order for a single Creation Unit. The Creation Unit Gold Delivery Amount also refers to the amount of Gold Bullion to be paid out by the Fund in connection with the redemption of a Creation Unit.

A-1

“Custodian” — HSBC Bank plc.

“Custody Agreements” — The Allocated Bullion Account Agreement together with the Unallocated Bullion Account Agreement.

“Custody Rules” — The rules, regulations, practices and customs of the LBMA, the Bank of England or any applicable regulatory body that apply to gold made available in physical form by the Custodian.

“Declaration of Trust” — The agreement and declaration of trust entered into by the Sponsor and the Trustee under which the Trust is formed and which sets forth the rights and duties of the Sponsor and the Trustee, as such agreement and declaration of trust may be amended or restated from time to time.

“DTC” — The Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC pursuant to the provisions of Section 17A of the Exchange Act. DTC will act as the securities depository for the Shares.

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

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

“Extraordinary Event” — The occurrence of a Market Disruption Event for ten consecutive Index Business Days.

“FCA” — The Financial Conduct Authority, an independent non-governmental body which exercises statutory regulatory power under the FS Act and which regulates the major participating members of the LBMA in the United Kingdom.

“FS Act” — The Financial Services Act 2012.

“Fund Allocated Account” — The allocated Gold Bullion account of the Trust established with the Custodian on behalf of the Fund by the Allocated Bullion Account Agreement. The Fund Allocated Account will be used to hold the Gold Bullion that is transferred from the Fund Unallocated Account to be held by the Fund in allocated form (i.e., as individually identified bars of Gold Bullion).

“Fund Unallocated Account” — The unallocated Gold Bullion account of the Trust established with the Custodian on behalf of the Fund by the Unallocated Bullion Account Agreement. The Fund Unallocated Account will be used to facilitate the transfer of Gold Bullion in and out of the Fund. Specifically, it will be used to transfer Gold Bullion deposits and Gold Bullion redemption distributions between Authorized Participants and the Fund in connection with the creation and redemption of Creation Units, in connection with the transfers of Gold Bullion to or from the Gold Delivery Provider, and in connection with sales of Gold Bullion for the Fund.

“FX Basket” — The basket of Reference Currencies with weighting determined by the Index.

“Gold Bullion” — (a) Gold Bullion meeting the requirements of London Good Delivery Standards or (b) credit to an Unallocated Account representing the right to receive Gold Bullion meeting the requirements of London Good Delivery Standards.

“Gold Delivery Agreement” — The agreement between the Trust, on behalf of the Fund, and the Gold Delivery Provider dated , 2016 to calculate the Gold Delivery Amount to be moved into or out of the Fund on a daily basis and to provide for delivery and settlement of such Gold Bullion.

“Gold Delivery Amount” — The amount of Gold Bullion to be delivered into or out of the Fund on a daily basis to reflect price movements in the Reference Currencies against the USD, calculated pursuant to the Gold Delivery Agreement.

A-2

“Gold Delivery Provider” — Merrill Lynch International, a private unlimited company incorporated in England and Wales, which is a wholly-owned indirect subsidiary of Bank of America Corporation, a regulated United States entity. Merrill Lynch International is regulated by the FCA and the Prudential Regulation Authority.

“Gold Price” — Generally the LBMA Gold Price AM.

“Index” — The Solactive GLD ^® Long USD Gold Index, a transparent, rules-based index published by the Index Provider and licensed to the Sponsor for use by the Fund, pursuant to the Index License Agreement.

“Index Business Day” — (i) any day that is a business day in New York and London, (ii) any day (other than a Saturday or Sunday) on which the LBMA is scheduled to publish the LBMA Gold Price AM, and (iii) any day (other than a Saturday or Sunday) on which WM Company is scheduled to publish prices for each of the Reference Currency pairs comprising the FX Basket.

“Index License Agreement” — The agreement dated , 2016 between the Sponsor and the Index Provider, pursuant to which the Index Provider licensed to the Sponsor an exclusive right to use the Index and associated marks in connection with the Fund and in accordance with the terms of the Index License Agreement, maintains and disseminates the Index, and serves as calculation agent for the Index.

“Index Provider” — Solactive AG.

“Indirect Participants” — Those banks, brokers, dealers, trust companies and others who maintain, either directly or indirectly, a custodial relationship with a DTC Participant.

“Initial Purchasers” — the initial purchasers of the Underwritten Shares, as described on the front page of this Prospectus.

“LBMA” — The London Bullion Market Association. The LBMA is the trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in the London bullion market. In addition to coordinating market activities, the LBMA 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. 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 FS Act.

“LBMA Gold Price” — The price per troy ounce of Gold Bullion for delivery in London through a member of the LBMA stated in USDs and set via an electronic auction process run twice daily at 10:30 a.m. and 3:00 p.m. London time each Business Day as calculated and administered by the ICE Benchmark Administration Limited (“IBA”), an independent specialist benchmark administrator who provides the price platform, methodology and overall administration and governance for the LBMA Gold Price.

“LBMA Gold Price AM” — The 10:30 a.m. London time LBMA Gold Price.

“Listing Exchange” — The primary U.S. national securities exchange on which Shares are listed, currently intended to be NYSE Arca.

“London Good Delivery Bar” — A bar of Gold Bullion meeting the London Good Delivery Standards.

“London Good Delivery Standards” — The specifications for weight, dimensions, fineness (or purity), identifying marks and appearance of gold bars as set forth in “The Good Delivery Rules for Gold and Silver Bars” published by the LBMA. The London Good Delivery Standards are described in “The Gold Industry —The London Bullion Market.”

A-3

“London AM Fix” — The morning gold fixing price per troy ounce of gold for delivery in London through a member of the LBMA authorized to effect such delivery, stated in USDs. The London AM Fix was discontinued as of March 20, 2015 and is no longer calculated. The London AM Fix was replaced by the LBMA Gold Price AM.

“Market Disruption Event” — Disruptions in the trading of gold or the Reference Currencies, delays or disruptions in the publication of the LBMA Gold Price or the Reference Currency prices, and unusual market or other events that are tied to either the trading of gold or the Reference Currencies or otherwise have a significant impact on the trading of gold or the Reference Currencies.

“Marketing Agent Agreement” — The agreement between the Sponsor and the Marketing Agent under which, among other things, the Marketing Agent will assist the Sponsor with certain marketing activities.

“Marketing Agent” — State Street Global Markets, LLC, a Delaware limited liability company and a wholly-owned subsidiary of State Street Corporation.

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

“NFA” — National Futures Association, the self-regulatory organization for the U.S. derivatives industry.

“OTC” — The global Over-the-Counter market for the trading of gold which consists of transactions in spot, forwards, options and other derivatives.

“Participant Agreement” — An agreement entered into by each Authorized Participant with respect to the Fund which provides the procedures for the creation and redemption of Creation Units and for the delivery of the Gold Bullion required for such creations and redemptions.

“Participant Unallocated Bullion Account Agreement” — The agreement between an Authorized Participant and the Custodian which establishes the Authorized Participant Unallocated Account.

“Reference Currency” — A non-U.S. currency comprising part of the FX Basket with the weighting specified in the Index that is valued with respect to the U.S. dollar. The Reference Currencies are the: euro, Japanese yen, British pound sterling, Canadian dollar, Swedish krona and Swiss franc.

“SEC” — The U.S. Securities and Exchange Commission.

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

“Seed Creation Units” — The Creation Units issued to the Initial Purchasers in exchange for the deposit into the Fund of ounces of Gold Bullion in connection with the formation of the Fund.

“Shareholders” — Owners of beneficial interests in the Shares.

“Shares” — Units of fractional undivided beneficial interest in and ownership of the Fund which are issued by the Trust.

“Sponsor” — WGC USA Asset Management Company, LLC, a Delaware limited liability company wholly-owned by WGC (US) Holdings, Inc.

“Sponsor Agreement” — The agreement between the Trust and the Sponsor setting forth, among other things, the Sponsor’s compensation for its services as Sponsor of the Trust.

A-4

“Spot Next Forward Point” — The price difference between a spot transaction and spot-next trade, which is linearly interpolated based on the WM/Reuters “SW — Spot Week (One Week)” forward rates and a spot transaction.

“Spot Rate” — The rate at which a Reference Currency can be exchanged for USDs on an immediate basis, subject to the applicable settlement cycle.

“tonne” — One metric tonne which is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.

“Transfer Agent” — BNYM.

“Trust” — The World Currency Gold Trust, a statutory trust formed on August 27, 2014 under Delaware statutory law as set forth in the Declaration of Trust.

“Trustee” — Delaware Trust Company, a Delaware trust company.

“Unallocated Bullion Account Agreement” — The agreement between the Trust and the Custodian which establishes the Fund Unallocated Account. The Allocated Bullion Account Agreement and the Unallocated Bullion Account Agreement are sometimes referred to together as the “Custody Agreements.”

“Underwritten Shares” — The Shares purchased by the Initial Purchasers as described on the front page of this Prospectus.

“U.S. Shareholder” — A Shareholder that is (1) an individual who is treated as a citizen or resident of the United States for U.S. federal income tax purposes; (2) a business entity treated as a corporation for U.S. federal income tax purposes that is created or organized in or under the laws of the United States or any political subdivision thereof; (3) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (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 U.S. persons have the authority to control all substantial decisions of the trust.

“WGCUS” — WGC (US) Holdings, Inc., corporation registered under Delaware law and the sole member of the Sponsor.

“Weekday” — each calendar day other than a Saturday or Sunday.

“WM” — The World Markets Company plc, which provides an exchange rate service that publishes Spot Rates at fixed times throughout the global trading day.

“WMR Fix” — the World Markets Company plc foreign exchange benchmark rate.

“WMR FX Fixing Time” — the World Markets Company plc foreign exchange fixing time, which is generally 9:00 AM London Time.

“WGC AM” — WGC USA Asset Management Company, LLC, a Delaware limited liability company wholly-owned by WGCUS. WGC AM is the Sponsor of the Trust and the CPO of the Fund.

A-5

PART TWO

STATEMENT OF ADDITIONAL INFORMATION

Long Dollar Gold Trust

a series of

WORLD CURRENCY GOLD TRUST

SPONSORED BY WGC USA ASSET MANAGEMENT COMPANY, LLC

Shares

The Shares are speculative securities which involve the risk of loss.

Past performance is not necessarily indicative of future results.

See “Risk Factors” beginning at page 12 in Part One.

THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT

AND A STATEMENT OF ADDITIONAL INFORMATION. THESE

PARTS ARE BOUND TOGETHER, AND BOTH CONTAIN

IMPORTANT INFORMATION. YOU MUST READ THE

STATEMENT OF ADDITIONAL INFORMATION

IN CONJUNCTION WITH THE

DISCLOSURE DOCUMENT,

DATED

TABLE OF CONTENTS


Privacy Policy			TWO-3
Exhibit A — Privacy Notice			TWO-4

TWO-2

PRIVACY POLICY

The Long Dollar Gold Trust (the “Fund”), a single series of the World Currency Gold Trust (the “Trust”), and WGC USA Asset Management Company, LLC, the Sponsor of the Trust (the “Sponsor”), may collect or have access to certain nonpublic personal information about current and former investors. Nonpublic personal information may include information received from investors, such as an investor’s name, social security number and address, as well as information received from brokerage firms about investor holdings and transactions in shares of the Fund.

The Fund, the Trust and the Sponsor do not disclose nonpublic personal information except as required by law or as described in their Privacy Policy. In general, the Fund, the Trust and the Sponsor restrict access to the nonpublic personal information they collect about investors to those of their and their affiliates’ employees and service providers who need access to such information to provide products and services to investors.

The Fund, the Trust and the Sponsor maintain safeguards that comply with federal law to protect investors’ nonpublic personal information. These safeguards are reasonably designed to (1) ensure the security and confidentiality of investors’ records and information, (2) protect against any anticipated threats or hazards to the security or integrity of investors’ records and information, and (3) protect against unauthorized access to or use of investors’ records or information that could result in substantial harm or inconvenience to any investor. Third-party service providers with whom the Fund, the Trust and the Sponsor share nonpublic personal information about investors must agree to follow appropriate standards of security and confidentiality, which includes safeguarding such nonpublic personal information physically, electronically and procedurally.

A copy of the Fund’s, the Trust’s and the Sponsor’s current Privacy Policy is provided to investors annually and is also available upon request.

TWO-3

EXHIBIT A

PRIVACY NOTICE

The importance of protecting an investor’s privacy is recognized by the Long Dollar Gold Trust (the “Fund”), a series of the World Currency Gold Trust (the “Trust”), and WGC USA Asset Management Company, LLC, the Sponsor of the Trust (the “Sponsor”). The Trust, the Fund and the Sponsor protect personal information they collect about you by maintaining physical, electronic and procedural safeguards to maintain the confidentiality and security of such information.

Categories Of Information Collected . In the normal course of business, the Trust, the Fund and the Sponsor may collect the following types of information concerning investors in the Fund who are natural persons:

Information provided through the Fund’s website, (including name, address, social security number, income and other financial-related information); and

Data about investor transactions (such as the types of investments the investors have made).

How the Collected Information is Used. Any and all nonpublic personal information received by the Trust, the Fund or the Sponsor with respect to the investors who are natural persons, will not be shared with nonaffiliated third parties which are not service providers to the Trust, the Fund or the Sponsor without prior notice to such investors. Such service providers include but are not limited to the Administrators, Transfer Agent, auditors and the legal advisers of the Trust, the Fund and the Sponsor. Additionally, the Trust, the Fund and/or the Sponsor may disclose such nonpublic personal information as required by applicable laws, statutes, rules and regulations of any government, governmental agency or self-regulatory organization or a court order.

For questions about the privacy policy, please contact the Sponsor.

TWO-4

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution*

The expenses expected to be incurred in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are as set forth below. Except for the registration fee payable to the Securities and Exchange Commission and the NYSE Arca Listing Fee, all such expenses are estimated:


Securities and Exchange Commission Registration Fee
NYSE Arca Listing Fee
Printing and engraving expenses
Legal fees and expenses
Insurance
Accounting fees and expenses
Miscellaneous

Total

*	Subject to revision upon completion of the offering.

Item 14.

Indemnification of Directors and Officers.

Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may indemnify and hold harmless any member, manager or other person against any and all claims and demands whatsoever, subject to any standards and restrictions set forth in the limited liability company agreement of the limited liability company.

Section 4.05 of the Declaration of Trust provides that the Sponsor and its directors, shareholders, members, officers, employees, affiliates and subsidiaries shall be indemnified from the Fund and held harmless against any loss, liability or expense incurred by an indemnified party without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of the indemnified party arising out of or in connection with the performance of its obligations under the Declaration of Trust or any actions taken in accordance with the provisions of the Declaration of Trust or (2) the indemnified party’s reckless disregard of its obligations and duties under the Declaration of Trust. The indemnity shall include payment from the Fund of the indemnified party’s costs and expenses of defending itself against any such indemnified claim or liability.

In addition, WGC AM has entered into separate indemnification agreements with certain officers of the Sponsor which require WGC AM, among other things, to indemnify the officers against certain liabilities which may arise by reason of their status as officers of the Sponsor. The Sponsor or WGC AM also intends to maintain director and officer liability insurance for the Sponsor, if available on reasonable terms.

Item 15.

Recent Sales of Unregistered Securities.

None.

II-1

Item 16.

Exhibits and Financial Statement Schedules.

(a) Exhibits


Exhibit Number		Description
1.1		Form of Initial Purchaser Agreement*

3.1		Certificate of Trust**

3.2		Certificate of Amendment to Certificate of Trust

4.1		Form of Second Amended and Restated Agreement and Declaration of Trust

4.2		Form of Participant Agreement

5.1		Form of 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 Custody Agreement — Allocated Bullion Account Agreement

10.2		Form of Custody Agreement — Unallocated Bullion Account Agreement

10.3		Form of Depository Agreement*

10.4		Form of Index License Agreement

10.5		Form of Fund Administration and Accounting Agreement

10.6		Form of Transfer Agency and Service Agreement

10.7		Form of Gold Delivery Agreement

10.8		Sponsor Agreement

10.9		Form of Custody Agreement (Cash Only)

10.10		Marketing Agent Agreement

23.1		Consent of *

23.2		Consents of Morgan, Lewis & Bockius LLP are included in Exhibits 5.1 and 8.1

24.1		Power of attorney**

99.1		Index Rules

*	To be filed by amendment.

**	Previously filed.

(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

II-2

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.

(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 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:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(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. 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.

(5) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(6) 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 Act 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

II-3

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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(7) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(8) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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-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 New York, New York, on August 30, 2016.


World Currency Gold Trust

	By:	WGC USA Asset Management Company, LLC, its Sponsor

		By:	/s/ Gregory S. Collett
			Gregory S. Collett,
			Vice President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on August 30, 2016 by the following persons on behalf of the World Currency Gold Trust in the capacities* indicated.


Signature		Capacity

By: /s/ Gregory S. Collett		Principal Executive Officer
Gregory S. Collett

By: **		Principal Financial Officer
Samantha McDonald

By: **		Principal Accounting Officer
Samantha McDonald


Signature

**By: /s/ Gregory S. Collett
Gregory S. Collett, Attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on August 30, 2016 by the following person on behalf of the Sponsor, WGC USA Asset Management Company, LLC, in the capacity indicated.


Signature		Capacity

By: /s/ Gregory S. Collett		Vice President
Gregory S. Collett

*	The Registrant is a trust and the persons are signing in their capacities as officers or directors of WGC USA Asset Management Company, LLC, the sponsor of the Registrant.

II-5

Exhibit Index


Exhibit Number		Description

1.1		Form of Initial Purchaser Agreement*

3.1		Certificate of Trust**

3.2		Certificate of Amendment to Certificate of Trust

4.1		Form of Second Amended and Restated Agreement and Declaration of Trust

4.2		Form of Participant Agreement

5.1		Form of 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 Custody Agreement — Allocated Bullion Account Agreement

10.2		Form of Custody Agreement — Unallocated Bullion Account Agreement

10.3		Form of Depository Agreement*

10.4		Form of Index License Agreement

10.5		Form of Fund Administration and Accounting Agreement

10.6		Form of Transfer Agency and Service Agreement

10.7		Form of Gold Delivery Agreement

10.8		Sponsor Agreement

10.9		Form of Custody Agreement (Cash Only)

10.10		Marketing Agent Agreement

23.1		Consent of *

23.2		Consents of Morgan, Lewis & Bockius LLP are included in Exhibits 5.1 and 8.1

24.1		Power of attorney**

99.1		Index Rules

*	To be filed by amendment.

**	Previously filed.

Exhibit 3.2

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF TRUST

Pursuant to Title 12, Section 3810(b) of the Delaware Statutory Trust Act, the undersigned Trust executed the following Certificate of Amendment:

1.	Name of Statutory Trust: Global Currency Gold Trust

2.	The Certificate of Amendment to the Certificate of Trust is hereby amended as follows:

FIRST: That the name of the Trust is changed from “Global Currency Gold Trust” to “World Currency Gold Trust”.

3.	This certificate of Amendment shall be effective August 22, 2016.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 22nd day of August, 2016.


GLOBAL CURRENCY GOLD TRUST

	By:	DELAWARE TRUST COMPANY, as Trustee

		By:	/s/ William G. Popeo

		Name:	Alan R. Halpern

		Title:	President

Exhibit 4.1

FORM OF SECOND

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

WORLD CURRENCY GOLD TRUST

(formerly known as Global Currency Gold Trust)

DATED AS OF AUGUST , 2016

TABLE OF CONTENTS


		Page
ARTICLE I	NAME, PURPOSE AND DEFINITIONS		1

Section 1.01	Name		1

Section 1.02	Purpose		2

Section 1.03	Definitions		2

ARTICLE II	SERIES AND SHARES		5

Section 2.01	Division of Beneficial Interest; Establishment of Series		5

Section 2.02	Ownership of Shares		6

Section 2.03	Transfer of Shares		7

Section 2.04	Investments in a Series		7

Section 2.05	Status of Shares and Limitation of Personal Liability		7

Section 2.06	Designation and Rights of Shares		8

Section 2.07	Fixing of Record Date		10

Section 2.08	Creations and Issuance of Creation Baskets		10

Section 2.09	Requirements for Deposits of Gold		11

Section 2.10	Redemption of Creation Baskets		11

ARTICLE III	TRUSTEE		12

Section 3.01	Term; Resignation		12

Section 3.02	Duties		12

Section 3.03	Compensation and Expenses of the Trustee		12

Section 3.04	Liability of Trustee		13

Section 3.05	Indemnification		14

Section 3.06	Successor Trustee		14

ARTICLE IV	THE SPONSOR		15

Section 4.01	Management of the Trust		15

Section 4.02	Authority of Sponsor		15

Section 4.03	Obligations of Sponsor		16

Section 4.04	Compensation of the Sponsor		17

Section 4.05	Liability of Sponsor and Indemnification		17

ARTICLE V	BOOKS OF ACCOUNT AND CERTIFICATE OF TRUST		18

Section 5.01	Books of Account		18

Section 5.02	Certificate of Trust		18

ARTICLE VI	AMENDMENT OF DECLARATION OF TRUST		19



ARTICLE VII	TERM	19

ARTICLE VIII	TERMINATION/REORGANIZATION	19

Section 8.01	Termination of the Trust or any Series	19

Section 8.02	Merger and Consolidation	20

Section 8.03	Dissolution of Sponsor Not to Terminate Trust	20

ARTICLE IX	MISCELLANEOUS PROVISIONS	20

Section 9.01	Certain Matters Relating to Shareholders	20

Section 9.02	Delaware Law to Govern	22

Section 9.03	Provisions in Conflict with Law or Regulations	23

Section 9.04	Notices	23

Section 9.05	Headings	23

Section 9.06	Counterparts	24

WORLD CURRENCY GOLD TRUST

FORM OF SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

WHEREAS, THIS SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made and entered into as of August , 2016, by WGC USA ASSET MANAGEMENT COMPANY, LLC, as sponsor, and DELAWARE TRUST COMPANY, as trustee, for the purpose of continuing a Delaware statutory trust in accordance with the provisions hereinafter set forth;

WHEREAS, WGC USA Asset Management Company, LLC and Delaware Trust Company (formerly known as CSC Trust Company of Delaware) have heretofore created a Delaware statutory trust under the name “Global Currency Gold Trust” pursuant to the Delaware Act (as hereinafter defined) by entering into an agreement and declaration of trust, dated as of August 27, 2014 (the “Original Agreement and Declaration of Trust”), and by executing and filing with the Secretary of State of the State of Delaware the Certificate of Trust;

WHEREAS, the Original Agreement and Declaration of Trust was amended and restated as of June 30, 2016 (the “Amended and Restated Agreement and Declaration of Trust”);

WHEREAS, a Certificate of Amendment to the Certificate of Trust was executed and filed with the Secretary of State of the State of Delaware on August 22, 2016 to change the name of the Trust from “Global Currency Gold Trust” to “World Currency Gold Trust”; and

WHEREAS, the parties hereto desire to amend and restate the Amended and Restated Agreement and Declaration of Trust in its entirety to reflect the Trust’s name change and make certain other changes as set forth herein;

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party, hereby amends and restates the Amended and Restated Agreement and Declaration of Trust in its entirety and agrees as follows:

ARTICLE I

NAME, PURPOSE AND DEFINITIONS

Section 1.01 Name . This trust shall be known as the “World Currency Gold Trust.” The Sponsor and the Trustee shall conduct the business of the Trust under this name or any other name as the Sponsor may from time to time determine in its sole discretion. Any name change shall become effective on the execution by the Sponsor of an instrument setting forth the new name and the filing of a certificate of amendment pursuant to Section 3810(b)(1) of the Delaware Act. Any such instrument shall not require the approval of the Shareholders but shall have the status of an amendment to this Declaration of Trust.

Section 1.02 Purpose . The purpose of the Trust is to provide the Shareholders of each Series with the economic effect of holding physical Gold in terms of one or more non-U.S. currencies. Each Series of the Trust will hold physical gold and will be a passive investment vehicle. The Sponsor intends for each Series to be operated and treated for U.S. federal income tax purposes as an “‘investment’ trust” as defined in Treasury Regulation § 301.7701-4(c)(1). All provisions in this Declaration of Trust are intended to be construed such that the Trust or any Series thereof does not lose its status as an “‘investment’ trust”. It is not the intention of the Sponsor to create a general partnership, limited partnership, limited liability company, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware Statutory Trust. The Trust shall be entitled to exercise all of the powers and privileges granted to a statutory trust formed under the laws of the State of Delaware, now or hereafter in force.

Section 1.03 Definitions . Whenever used herein, unless otherwise required by the context or specifically provided:

(a) “Administrator” means any Person from time to time engaged to perform administration services for the Trust and each Series pursuant to authority delegated by the Sponsor.

(b) “Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

(c) “Business Day” shall mean any day the Exchange is open for business and the Trust accepts creation and redemption orders for Creation Baskets.

(d) “By-Laws” shall mean the By-Laws of the Trust, if any, as amended from time to time which By-Laws are expressly herein incorporated by reference as part of the “governing instrument” within the meaning of the Delaware Act (defined herein).

(e) “Certificate of Trust” means the Certificate of Trust of the Trust in the form filed with the Secretary of State of the State of Delaware pursuant to Section 3810 of the Delaware Act as amended or restated from time to time.

(f) “Control” and/or “Controlled” mean that the specified party, directly or indirectly, has the power to direct or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise.

(g) “Commodity Pool Operator” means the Sponsor or any Person who is registered as a commodity pool operator with the Commodity Futures Trading Commission and engaged by the Trust or the Sponsor to serve as a commodity pool operator of the Trust and each Series.

(h) “Creation Basket” shall mean a block of 10,000 Shares or more or such other amount as established from time to time by the Sponsor. Multiple blocks are called “Creation Baskets.”

(i) “Creation Basket Gold Delivery Amount” means the total deposit of Gold required to create a Creation Basket. The Creation Basket Gold Delivery Amount is the number of ounces of Gold required to be delivered to a Series by a Participant in connection with a creation order for a single Creation Basket. The Creation Basket Gold Delivery Amount also refers to the amount of gold to be paid out by a Series in connection with the redemption of a Creation Basket.

(j) “Custodian” means, with respect to any Series, an entity designated to act as custodian of the assets of such Series pursuant to a written agreement with the Trust or Sponsor on behalf of such Series.

(k) “Custody Agreement” means a written agreement entered into by the Trust or Sponsor with a Custodian providing for the deposit, safekeeping or delivery of Gold held by a Series and related services.

(l) “Declaration of Trust” shall mean this Second Amended and Restated Agreement and Declaration of Trust, as amended or restated from time to time.

(m) “Delaware Act” shall mean the Delaware Statutory Trust Act (12 Del . C . § 3801 et seq .), as such statute may be amended or interpreted from time to time, and any legislative enactment which may replace or supersede such Act.

(n) “DTC” shall mean the Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC will act as the securities depository for the Shares.

(o) “DTC Participant” shall mean a Participant in DTC, such as a bank, broker, dealer or trust company.

(p) “Exchange” means the primary exchange or other securities market on which the Shares of a Series are listed for trading.

(q) “Expenses” shall have the meaning assigned to such term in Section 3.05 herein.

(r) “General Assets” shall have the meaning assigned to such term in Section 2.06(a) herein.

(s) “Gold” means gold bullion meeting the London Good Delivery Standards.

(t) “Indemnified Person” shall have the meaning assigned to such term in Section 3.05 herein.

(u) “LBMA” means The London Bullion Market Association.

(v) “London Good Delivery” shall have the meaning assigned to such term in the Good Delivery Rules for Gold and Silver Bars contained in the rules promulgated by the LBMA.

(w) “Participant” means a person who (1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) is a participant in DTC, (3) has entered into a Participant Agreement and (4) has established a Participant Unallocated Account with the Custodian. Only Participants may place orders to create or redeem one or more Creation Baskets.

(x) “Participant Agreement” shall mean an agreement entered into by each Participant with respect to a Series which provides the procedures for the creation and redemption of Creation Baskets and for the delivery of the Gold and cash, if any, required for such creations and redemptions.

(y) “Participant Unallocated Account” means the account maintained on an unallocated basis by the Custodian for a Participant.

(z) “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.

(aa) “Prospectus” shall have the meaning assigned to such term in Section 4.02(d) herein.

(bb) “Redemption Order” shall have the meaning assigned to such term in Section 2.10(a) herein.

(cc) “Registration Statement” means the registration statement of the Trust with respect to a Series as filed with the SEC and declared effective thereby, or becoming automatically effective, as applicable, as the same may at any time and from time to time be amended or supplemented.

(dd) “SEC” means the U.S. Securities and Exchange Commission.

(ee) “Series” refers to each Series of Shares established and designated under or in accordance with the provisions of Article II.

(ff) “Series Allocated Account” means the allocated Gold account of the Trust established with the Custodian on behalf of a Series. The Series Allocated Account will be used to hold the physical Gold that is transferred from a Series Unallocated Account to be held by that Series in allocated form ( i.e. , as individually identified bars of Gold).

(gg) “Series Unallocated Account” means the unallocated Gold account of the Trust established with the Custodian on behalf of a Series. The Series Unallocated Account will be used to facilitate the transfer of Gold in and out of that Series. Specifically, it will be used to

transfer Gold deposits and Gold redemption distributions between Participants and the Series in connection with the creation and redemption of Creation Baskets, in connection with the transfers of Gold to or from the gold delivery provider of the Series, and in connection with sales of Gold for the Series.

(hh) “Shareholder” means a record owner of at least one outstanding Share.

(ii) “Share” shall mean an equal proportionate unit of beneficial interest into which the beneficial interest of each Series shall be divided. “Shares” includes fractions of Shares as well as whole Shares.

(jj) “Sponsor” means WGC USA Asset Management Company, LLC, or any entity into which it may be merged or with which it may be consolidated, or any entity resulting from any merger or consolidation to which it shall be a party, or any entity succeeding to all or substantially all of its business as sponsor of the Trust, or any successor Sponsor designated as such by operation of law or any successor Sponsor appointed as herein provided.

(kk) “Sponsor Agreement” means an agreement between the Trust and the Sponsor setting forth, among other things, the Sponsor’s compensation for its services as Sponsor of the Trust.

(ll) “Sponsor Indemnified Party” shall have the meaning assigned to such term in Section 4.05(c) herein.

(mm) “Trust” refers to the Delaware statutory trust established under the Delaware Act by the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware on August 27, 2014, inclusive of each and every Series established as part of the Trust hereunder now or in the future.

(nn) “Trust Property” means the property of the Trust and, specifically, the Gold owned or held by or for the account of the Trust or any Series.

(oo) “Trustee” refers to Delaware Trust Company or any successor Trustee designated as such by operation of law or appointed as herein, acting not in its individual capacity but solely as trustee of the Trust.

ARTICLE II

SERIES AND SHARES

Section 2.01 Division of Beneficial Interest; Establishment of Series . The beneficial interest in the Trust shall be divided into one or more Series. Each Share of a Series of the Trust shall represent an equal beneficial interest in the net assets of such Series, and each holder of Shares of a Series shall be entitled to receive such holder’s pro rata share of distributions of income and capital gains, if any, made with respect to such Series. Upon redemption of the Shares of any Series, the applicable Shareholder shall be paid solely out of the Series and property of such Series of the Trust.

All references to Shares in this Declaration of Trust shall be deemed to be Shares of any or all Series, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust, except as the context otherwise requires.

All Shares issued hereunder shall be fully paid and non-assessable. No Share shall have any priority or preference over any other Share of the same Series with respect to assets of such Series. All distributions, if any, shall be made ratably among all Shareholders of a Series from the assets held with respect to such Series according to the number of Shares of such Series held of record by such Shareholders on the record date for any distribution or on the date of termination of the Trust, as the case may be. Except as otherwise provided by the Sponsor Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. Every Shareholder, by virtue of having purchased or acquired a Share, shall have expressly consented and agreed to be bound by the terms of this Declaration of Trust.

The Sponsor shall have full power and authority, in its sole discretion, without seeking the approval of the Trustee or the Shareholders of any Series (i) to establish and designate and to change in any manner any Series and to fix such preferences, voting powers, rights, duties and privileges of each Series as the Sponsor may from time to time determine, which preferences, voting powers, rights, duties and privileges may be senior or subordinate to any existing Series and may be limited to specified property or obligations of the Trust or gains and losses associated with specified property or obligations of the Trust, (ii) to divide the beneficial interest in each Series into an unlimited amount of Shares, with or without par value, as the Sponsor shall determine, (iii) to issue Shares without limitation as to number (including fractional Shares), to such Persons and for such amount of consideration, subject to any restriction set forth in the By-Laws, if any, at such time or times and on such terms as the Sponsor may deem appropriate, (iv) to divide or combine the Shares or any Series into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of such Series in the assets held with respect to that Series, (v) to classify or reclassify any issued Shares of any Series into shares of one or more Series, and (vi) to take such other action with respect to the Shares as the Sponsor may deem desirable.

Section 2.02 Ownership of Shares . The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series. No certificates certifying the ownership of Shares shall be issued except as the Sponsor may otherwise determine from time to time. The Sponsor may make such rules as it considers appropriate for the issuance of Share certificates, transfer of Shares of each Series and similar matters. The record books of the Trust as kept by the Trust, or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and as to the number of Shares of each Series held from time to time by each.

Section 2.03 Transfer of Shares . Except as otherwise provided by the Sponsor, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Sponsor, the Trust’s transfer or similar agent or other Person designated by the Sponsor of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Sponsor. Upon such delivery, and subject to any further requirements specified by the Sponsor or contained in the By-Laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder.

Section 2.04 Investments in a Series . Investments in each Series may be accepted by the Trust from such Persons, at such times and on such terms as the Sponsor from time to time may authorize. Each investment shall be credited to the Shareholder’s account in the form of full and fractional Shares of the Trust, in such Series as the purchaser shall select, at the net asset value per Share next determined for such Series after receipt of the investment; provided, however, that the Sponsor may, in its sole discretion, impose a sales charge, transaction fee or other charges upon investments in a Series or place such other restrictions on investments in a Series as the Sponsor, in its sole discretion, deems appropriate.

Section 2.05 Status of Shares and Limitation of Personal Liability . The ownership of the Trust Property and the right to conduct the business of the Trust and each Series described herein are vested exclusively in the Sponsor and the Trustee. The Shareholders of a Series shall have no interest therein other than the beneficial interest in such Series conferred by their Shares, and they shall have no right to call for any partition or division of any Trust Property, rights or interests of the Trust or a Series, nor can they be called upon to share or assume any losses of the Trust or, subject to the right of the Sponsor to charge certain expenses directly to Shareholders, suffer an assessment of any kind by virtue of their ownership of Shares. Every Shareholder, by virtue of having purchased a Share, shall become a Shareholder of the Series whose Share or Shares it has purchased and shall be held to have expressly assented and agreed to be bound by the terms hereof and to have become a party hereto. The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the existence of the Trust or a Series shall not operate to terminate the Trust or such Series, nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or such Series, the Sponsor or the Trustee, but entitles such representative only to the rights of such Shareholder under this Declaration of Trust. Ownership of Shares shall not constitute the Shareholders as partners. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Declaration of Trust or as specified by the Trust or the Sponsor when creating the Shares). No Shareholder of a Series shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law.

Section 2.06 Designation and Rights of Shares . Each Series shall be separate and distinct from any other Series. Separate and distinct records on the books of the Trust shall be maintained for each Series. The assets and liabilities belonging to any such Series shall be held and accounted for separately from the assets and liabilities of the Trust or any other Series. Shares of each Series, unless otherwise provided in the resolution establishing such Series, shall have the following relative rights and preferences:

(a) Assets Held with Respect to a Particular Series . All consideration received by the Trust for the issue or sale of Shares of a particular Series, including distributions paid by, and reinvested in such Series together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any Series or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably be held with respect to that Series for all purposes, subject only to the rights of creditors of such Series, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any Series or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as “assets held with respect to” that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, Series or payments which are not readily identifiable as assets held with respect to any particular Series (collectively “General Assets”), the Sponsor shall allocate such General Assets to, between or among any one or more of the Series in such manner and on such basis as the Sponsor, in its sole discretion, deems fair and equitable, and any General Assets as allocated to a particular Series shall be held with respect to that Series. Each such allocation by the Sponsor shall be conclusive and binding upon the Shareholders of all Series for all purposes. Separate and distinct records shall be maintained for each Series and the assets held with respect to each Series shall be held and accounted for separately from the assets held with respect to all other Series and General Assets of the Trust not allocated to such Series.

(b) Liabilities Held with Respect to a Particular Series . The assets of the Trust held with respect to each particular Series shall be charged against the liabilities of the Trust held with respect to that Series and all expenses, costs, charges and reserves attributable to that Series, and any general liabilities of the Trust which are not readily identifiable as being held with respect to any particular Series shall be allocated and charged by the Sponsor to and among any one or more of the Series in such manner and on such basis as the Sponsor, in its sole discretion, deems fair and equitable. The liabilities, expenses, costs, charges, and reserves so charged to a Series are herein referred to as “liabilities held with respect to” that Series. Any liabilities, debts, obligations, expenses, costs, charges and reserves of the Trust that are not readily identifiable as being liabilities held with respect to any particular Series (collectively “General Liabilities”) shall be allocated and charged by the Sponsor to and among any one or more of the Series in such manner and on such basis as the Sponsor, in its sole discretion, deems fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Sponsor shall be conclusive and binding upon the Shareholders of all Series for all purposes. All Persons who have extended credit which has been allocated to a particular Series, or who have a

claim or contract which has been allocated to any particular Series, shall look, and shall be required by contract to look, exclusively to the assets of that particular Series for payment of such credit, claim, or contract, and not any other Series or the Trust as a whole. In the absence of an express contractual agreement so limiting the claims of such creditors, claimants and contract providers, each creditor, claimant and contract provider will be deemed nevertheless to have impliedly agreed to such limitation.

Subject to the right of the Sponsor in its discretion to allocate General Liabilities as provided herein, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series, whether such Series is now authorized and existing pursuant to this Declaration of Trust or is hereafter authorized and existing pursuant to this Declaration of Trust, shall be enforceable against the assets held with respect to such particular Series only, and not against the assets of any other Series or the General Assets of the Trust and none of the General Liabilities of the Trust or the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other Series thereof shall be enforceable against the assets held with respect to such particular Series. Notice of this limitation on liabilities between and among Series is set forth in the Certificate of Trust, and by giving such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on liabilities between and among Series (and the statutory effect under Section 3804 of setting forth such notice in the Certificate of Trust) are applicable to the Trust and each Series.

(c) Dividends, Distributions, Redemptions, and Repurchases . Notwithstanding any other provisions of this Declaration of Trust, no distribution including, without limitation, any distribution paid upon termination of the Trust or paid on or in respect to any Series, nor any redemption or repurchase of the Shares of any Series, shall be effected by the Trust other than from the assets held with respect to such Series, nor, except as specifically provided in Section 2.06, shall any Shareholder of any particular Series, otherwise have any right or claim against the assets held with respect to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Sponsor shall have full discretion, to the extent not inconsistent with applicable law, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

(d) Voting . All Shares of the Trust entitled to vote on a matter shall vote without differentiation between the separate Series on a one vote per each Share (including fractional votes for fractional shares) basis; provided, however, if a matter to be voted on affects only the interests of some but not all Series of Shareholders or as otherwise required by applicable law, then only the Shareholders of such affected Series shall be entitled to vote on the matter, separately by Series and on the same one vote per each Share (including fractional votes for fractional shares) basis.

(e) Equality . All the Shares of each particular Series shall represent an equal proportionate undivided interest in the assets held with respect to that Series (subject to the liabilities held with respect to that Series), and each Share of any particular Series shall be equal to each other Share of that Series.

(f) Fractions . Any fractional Share of a Series shall carry proportionately all the rights and obligations of a whole Share of that Series, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust.

(g) Exchange Privilege . The Sponsor shall have the authority to provide that the holders of Shares of any Series shall have the right to exchange said Shares for Shares of one or more other Series of Shares, in accordance with such requirements and procedures as may be established by the Sponsor.

Section 2.07 Fixing of Record Date . Whenever any distribution will be made, or whenever the Trust receives notice of any solicitation of proxies or consents from Shareholders, or whenever for any reason there is a split, reverse split or other change in the outstanding Shares, or whenever the Sponsor shall find it necessary or convenient in respect of any matter, the Sponsor shall fix a record date for the determination of the Shareholders who shall be (i) entitled to receive such distribution or the net proceeds of the sale thereof, (ii) entitled to give such proxies or consents in respect of any such solicitation, (iii) entitled to receive Shares of a Series as a result of any such split, reverse split or other change and (iv) entitled to act in respect of any other matter for which the record date was set. Subject to applicable law and this Declaration of Trust, Sponsor shall have sole discretion to fix such record date.

Section 2.08 Creations and Issuance of Creation Baskets .

(a) The following procedures, except to the extent otherwise provided in the Participant Agreement for each Participant, which may be amended from time to time in accordance with the provisions of such Participant Agreement (and any such amendment will not constitute an amendment of this Declaration of Trust), apply to the creation and issuance of Creation Baskets. Subject to the limitations upon and requirements for issuance of Creation Baskets stated herein and in such procedures, the number of Creation Baskets which may be issued by the Trust is unlimited.

(i)

On any Business Day, a Participant may submit a request to create one or more Creation Baskets (such request by a Participant, a “Purchase Order”) in the manner provided in the Participant Agreement. Purchase Orders will be processed only from Participants with respect to which a Participant Agreement is in full force and effect.

(ii)

Any Purchase Order is subject to rejection by the Sponsor at its sole discretion as set forth in the Participant Agreement.

(b) After accepting a Participant’s Purchase Order, the Sponsor will issue and deliver Creation Baskets to fill a Participant’s Purchase Order in the manner provided in the Participant Agreement, but only if the Sponsor has received (A) the non-refundable transaction fee due for such Purchase Order, (B) for the account of the Trust on behalf of a Series cash, if any, required for such Purchase Order and (C) notice from the Custodian that the Custodian has allocated to the Series Allocated Account the requisite amount of physical Gold based on the number of Creation Baskets associated with the Participant’s Purchase Order. The Custodian

will allocate Gold to the Series Allocated Account from the Series Unallocated Account after having transferred the requisite amount of Gold from the Participant Unallocated Account to the Series Unallocated Account. Upon issuing a Creation Basket pursuant to a Purchase Order of a Participant, the Sponsor will deposit the Creation Basket with DTC in accordance with DTC’s customary procedures, for credit to the account of the Participant that placed the Purchase Order.

(c) The procedures set forth in this Section 2.08 may be changed from time-to-time at the sole discretion of the Sponsor.

Section 2.09 Requirements for Deposits of Gold .

(a) Except as provided in paragraph (b) of this Section, Gold may be delivered for deposit to the Trust on behalf of a Series only by transfer to the Series Unallocated Account maintained by the Custodian on behalf of that Series from a Participant Unallocated Account pursuant to the procedures specified in the Participant Agreement. The expense and risk of delivery, ownership and safekeeping of Gold until such Gold has been received by the Trust on behalf of a Series shall be borne solely by the depositor.

(b) The Sponsor shall accept delivery of Gold by such other means as the Sponsor, from time to time, may determine to be acceptable for the Trust on behalf of a Series. If Gold is to be delivered other than as described in Section 2.09(a), the Sponsor is authorized to establish such procedures and to appoint such custodians and establish such custody accounts in addition to those described herein, as the Sponsor determines in its sole discretion.

Section 2.10 Redemption of Creation Baskets .

(i)

On any Business Day, a Participant may submit a request to redeem one or more Creation Baskets standing to the credit of the Participant on the records of DTC in kind (such request, a “Redemption Order”) in the manner provided in the Participant Agreement. Redemption Orders will be processed only from Participants with respect to which a Participant Agreement is in full force and effect.

(ii)

Any Redemption Order is subject to rejection by the Sponsor at its sole discretion as set forth in the Participant Agreement.

(iii)

After accepting a Participant’s Redemption Order, the Sponsor will deliver the redemption distribution to fill a Participant’s Redemption Order in the manner

provided in the Participant Agreement, but only if the Sponsor has received (A) the non-refundable transaction fee due for such Redemption Order and (B) notice that the Sponsor’s account at DTC has been credited with all Shares comprising the Creation Baskets being tendered for redemption.

(b) The procedures set forth in this Section 2.10 may be changed from time-to-time at the sole discretion of the Sponsor.

ARTICLE III

TRUSTEE

Section 3.01 Term; Resignation .

(a) The Trustee shall be appointed by the Sponsor and shall serve for the duration of the Trust or until the earlier of (i) the effective date of the Trustee’s resignation, or (ii) the effective date of the removal of the Trustee by the Sponsor.

(b) The Trustee may resign at any time by giving sixty (60) days’ written notice to the Sponsor; provided, however, that said resignation of the Trustee shall not be effective until such time as a successor Trustee has accepted appointment as Trustee of the Trust. The Trustee may be removed at any time by the Sponsor upon sixty (60) days’ written notice to the Trustee; provided, however, such removal shall not be effective until such time as a successor Trustee has accepted such appointment.

Section 3.02 Duties . The Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the purpose of satisfying the requirement of Section 3807(a) of the Delaware Trust Statute that the Trust have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto that the Trustee shall have none of the duties or liabilities of the Sponsor. The duties of the Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware, (ii) the execution of any certificates required to be filed with the Secretary of State of the State of Delaware which the Delaware Trustee is required to execute under Section 3811 of the Delaware Trust Statute, (iii) taking such action under this Declaration of Trust as it may be directed in writing by the Sponsor from time to time; provided, however, that the Trustee shall not be required to take any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Trustee in personal liability or is contrary to the terms of this Declaration of Trust or of any document contemplated hereby to which the Trust or the Trustee is a party or is otherwise contrary to law, and (iv) any other duties specifically allocated to the Trustee in this Declaration of Trust or agreed in writing with the Sponsor from time to time.

Section 3.03 Compensation and Expenses of the Trustee . The Trustee (or any successor Trustee) shall be entitled to receive compensation from the Sponsor or from the Trust for its services in accordance with such schedules as shall have been separately agreed to from time to time in writing by the Trustee and the Sponsor or the Trust. Subject to prior written

notification and approval of the Sponsor, which shall not be unreasonably withheld, the Trustee may consult with counsel (who may be counsel for the Sponsor or for the Trustee). The reasonable legal fees incurred in connection with such consultation shall be reimbursed to the Trustee pursuant to this Section 3.03, provided that no such fees shall be payable to the extent that they are incurred as a result of the Trustee’s gross negligence, bad faith or willful misconduct.

Section 3.04 Liability of Trustee . The Trustee shall not be liable for the acts or omissions of the Sponsor, nor shall the Trustee be liable for supervising or monitoring the performance and the duties and obligations of the Sponsor or the Trust under this Declaration of Trust, except as otherwise set forth herein. The Trustee shall not be liable under any circumstances, except for a breach of its obligations pursuant to this Declaration of Trust or its own willful misconduct, bad faith or gross negligence. In particular, but not by way of limitation:

(i) the Trustee shall not be liable for any error of judgment made in good faith, except to the extent such error of judgment constitutes gross negligence on its part;

(ii) no provision in this Declaration of Trust shall require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Trustee shall have reasonable grounds for believing that the payment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iii) under no circumstances shall the Trustee be liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust;

(iv) the Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Declaration of Trust or for the due execution hereof by the Sponsor;

(v) the Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon;

(vi) in the exercise or administration of the trust hereunder, the Trustee (a) may act directly or through agents or attorneys pursuant to agreements entered into with any

of them, and the Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustee in good faith and with due care; and (b) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons;

(vii) except as expressly provided in this Section 3.04, in accepting and performing the Trust hereby created, the Trustee acts solely as Trustee hereunder and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Declaration of Trust shall look only to the Trust’s property for payment or satisfaction thereof;

(viii) the Trustee shall not be liable for punitive, exemplary, consequential, special or other similar damages for a breach of this Declaration of Trust under any circumstances;

(ix) the Trustee shall not be obligated to give any bond or other security for the performance of any of its duties hereunder.

Section 3.05 Indemnification . The Trustee or any officer, Affiliate, director, employee, or agent of the Trustee (each an “Indemnified Person”) shall be entitled to indemnification from the Trust, to the fullest extent permitted by law, from and against any and all losses, claims, taxes, damages, reasonable expenses, and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted against such Indemnified Persons with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of this Declaration of Trust or the transactions contemplated hereby; provided , however , that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person. The obligations of the Trust to indemnify the Indemnified Persons as provided herein shall survive the termination of this Declaration of Trust.

Section 3.06 Successor Trustee . Upon the resignation or removal of the Trustee, the Sponsor shall appoint a successor Trustee by delivering a written instrument to the outgoing Trustee. Any successor Trustee must satisfy the requirements of Section 3807 of the Delaware Trust Statute. Any resignation or removal of the Trustee and appointment of a successor Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Trustee to the outgoing Trustee and the Sponsor and any fees and expenses due to the outgoing Trustee are paid or waived by the outgoing Trustee. Following compliance with the preceding sentence, the successor shall become fully vested with the rights, powers, duties and obligations of the outgoing Trustee under this Declaration of Trust, with like effect as if originally named as Trustee, and the outgoing Trustee shall be discharged of its duties and obligations herein. If no successor Trustee shall have been appointed and shall have accepted such appointment within sixty (60) days after the giving of such notice of resignation or removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

ARTICLE IV

THE SPONSOR

Section 4.01 Management of the Trust . Pursuant to Sections 3806(a) and 3806(b)(7) of the Delaware Trust Statute, the Trust shall be managed by the Sponsor and the conduct of the Trust’s business shall be controlled and conducted solely by the Sponsor in its sole discretion in accordance with this Declaration of Trust. Any determination as to what is in the interests of the Trust made by the Sponsor in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Sponsor. The enumeration of any specific power in this Declaration of Trust shall not be construed as limiting the aforesaid or any other power.

Section 4.02 Authority of Sponsor . In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Declaration of Trust, and except as limited, restricted or prohibited by the express provisions of this Declaration of Trust (e.g., see Section 1.02) or the Delaware Act, the Sponsor shall have and may exercise on behalf of the Trust and each Series, all powers and rights the Sponsor, in its sole discretion, deems necessary, proper, convenient or advisable to effectuate and carry out the purposes, activities and objectives of the Trust and each Series, which shall include, without limitation, the following:

(a) To enter into, execute, deliver and maintain, and to cause the Trust and each Series to perform its obligations under, contracts, agreements and any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities and administration, and the activities and administration of each Series, including, but not limited to contracts with third parties for services; provided, however, that such services may be performed by an Affiliate or Affiliates of the Sponsor so long as the Sponsor has made a good faith determination that the terms and conditions of the agreement pursuant to which such Affiliate is to perform services for the Trust are commercially reasonable;

(b) To establish, maintain, deposit into, and/or otherwise draw upon accounts on behalf of the Trust or each Series with appropriate custodial, banking or other institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s or a Series’ business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Sponsor in the Sponsor‘s name shall be deemed executed and accepted on behalf of the Trust or a Series, as applicable, by the Sponsor;

(c) To deposit, withdraw, pay, retain and distribute Gold and Trust Property, or any portion thereof, in any manner consistent with the provisions of this Declaration of Trust;

(d) To supervise the preparation and filing of the Registration Statement and the Trust’s prospectus (the “Prospectus”) and to execute the Registration Statement on behalf of the Trust;

(e) To pay or authorize the payment of distributions to the Shareholders and pay or authorize the payment of the expenses of the Trust and each Series;

(f) To hold or dispose of Trust Property and to subscribe for, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, or otherwise deal in Trust Property, and to do any and all acts and things for the maintenance, preservation, and protection of Trust Property;

(g) To exercise powers and right of subscription or otherwise with respect to the ownership of Trust Property;

(h) To hold Gold or property in a form not indicating that it is Trust Property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depository;

(i) To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a Series, or any matter in controversy, including but not limited to claims for taxes; and

(j) To contract with any Person(s) appointing such Person(s), including any Affiliate, to provide services to the Trust or any Series, including without limitation, accountants, administrators, auditors, gold delivery providers, index providers, transfer agents, shareholder servicing agents, marketing agents or other agents for the Trust or any Series.

(k) To enter into the Sponsor Agreement on terms and conditions acceptable to the Sponsor.

(l) To serve as Commodity Pool Operator for the Funds or appoint any Person, including any Affiliate, to serve as Commodity Pool Operator for the Funds.

(m) The agreement pursuant to which an Affiliate is to perform services for the Trust shall be terminable by the Trust without penalty upon discovery of acts of fraud or willful malfeasance of the Affiliate in performing its duties thereunder.

Section 4.03 Obligations of Sponsor . In addition to the obligations expressly provided by the Delaware Act or this Declaration of Trust, the Sponsor shall:

(a) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions;

(b) Retain independent public accountants to audit the accounts of the Trust;

(d) Select the Trust’s or any Series’ Trustee, administrator, transfer agent, custodian, gold delivery provider(s), index provider, marketing agent(s) and any other service provider(s) and cause the Trust or such Series to enter into contracts with such service provider(s); and

(e) Oversee the operation of the service providers of the Trust and each Series in connection with their dealings with the Trust and each Series.

The Sponsor shall be entitled to delegate its obligations under this Declaration of Trust and applicable law to third parties, including any Affiliate, and shall not be liable for the actions of such third party to the extent the selection of such third party was made with reasonable care or, as applicable, the selection of such Affiliate was made in accordance with Section 4.02(a).

Section 4.04 Compensation of the Sponsor . The Sponsor shall be entitled to compensation for its services as Sponsor of the Trust as set forth in the Sponsor Agreement. The Trustee shall have no liability or responsibility for amounts paid to the Sponsor pursuant to this Section 4.04. The Sponsor may, at its sole discretion and from time to time, waive all or a portion of its fee payable under this Section 4.04. The Sponsor is under no obligation to waive its fees hereunder, and any such waiver shall create no obligation to waive fees during any period not covered by the applicable waiver. Any fee waiver by the Sponsor shall not operate to reduce the Sponsor’s obligations hereunder.

Section 4.05 Liability of Sponsor and Indemnification .

(a) The Sponsor shall not be under any liability to the Trust, the Trustee or any Shareholder for any action taken or for refraining from the taking of any action in good faith pursuant to this Declaration of Trust, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any Gold or other assets held in trust hereunder; provided, however, that this provision shall not protect the Sponsor against any liability to which it would otherwise be subject by reason of its own gross negligence, bad faith, or willful misconduct. The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee’s counsel or by any other Person for any matters arising hereunder. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided for herein.

(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises between the Sponsor or any of its Affiliates, on the one hand, and the Trust, on the other hand; or

(ii) whenever this Declaration of Trust or any other agreement contemplated herein or therein provides that the Sponsor shall act in a manner that is, or provides

terms that are, fair and reasonable to the Trust, the Sponsor shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided by the Sponsor shall not constitute a breach of this Declaration of Trust or any other agreement contemplated herein or of any duty or obligation of the Sponsor at law or in equity or otherwise.

(c) The Sponsor and its shareholders, members, directors, officers, employees, Affiliates and subsidiaries (each a “Sponsor Indemnified Party”) shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred hereunder without gross negligence, bad faith, or willful misconduct on the part of such Sponsor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this Declaration of Trust. Any amounts payable to a Sponsor Indemnified Party under this Section 4.05 may be payable in advance or shall be secured by a lien on the Trust. The Sponsor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability; provided, however, that the Sponsor may, in its discretion, undertake any action which it may deem necessary or desirable in respect of this Declaration of Trust and the rights and duties of the parties hereto and the interests of the Shareholders and, in such event, the legal expenses and costs of any such action shall be expenses and costs of the Trust and the Sponsor shall be entitled to be reimbursed therefor by the Trust. The obligations of the Trust to indemnify the Sponsor Indemnified Parties as provided herein shall survive the termination of this Declaration of Trust.

ARTICLE V

BOOKS OF ACCOUNT AND CERTIFICATE OF TRUST

Section 5.01 Books of Account . Proper books of account for each Series shall be kept and shall be audited annually by an independent certified public accounting firm selected by the Sponsor in its sole discretion, and there shall be entered therein all transactions, matters and things relating to each Series’ business as are required by the Securities Act of 1933, as amended, and all other applicable rules and regulations, and as are usually entered into books of account kept by Persons engaged in a business of like character. The books of account shall be kept at the principal office of the Trust, the Administrator or any other service provider engaged by the Sponsor to perform such service.

Section 5.02 Certificate of Trust . Except as otherwise provided in the Delaware Trust Statute or this Declaration of Trust, the Sponsor shall not be required to mail a copy of any Certificate of Trust filed with the Secretary of State of the State of Delaware to each Shareholder; however, such certificates shall be maintained at the principal office of the Trust and shall be available for inspection and copying by the Shareholders in accordance with this Declaration of Trust.

ARTICLE VI

AMENDMENT OF DECLARATION OF TRUST

Except as specifically provided herein, the Sponsor, in its sole discretion and without Shareholder consent, may amend or otherwise supplement this Declaration of Trust by making an amendment, a Declaration of Trust supplemental hereto, or an amended and restated declaration of trust. Any such restatement, amendment and/or supplement hereto shall be effective on such date as designated by Sponsor in its sole discretion.

ARTICLE VII

TERM

The term for which the Trust and each Series shall exist shall be perpetual, unless terminated pursuant to the provisions of Article VIII hereof or as otherwise provided by law.

ARTICLE VIII

TERMINATION/REORGANIZATION

Section 8.01 Termination of the Trust or any Series .

(a) The Sponsor may terminate the Trust or any Series at any time for any reason in its sole discretion.

(b) Written notice of termination with respect to the Trust or a Series, specifying the anticipated date of termination and the anticipated period during which the assets of the Trust or such Series will be liquidated, generally shall be given by the Sponsor to Shareholders of the Trust or Series, as applicable, at least thirty (30) days prior to termination of the Trust or such Series. Within a reasonable period of time after such termination the Sponsor shall, subject to any applicable provisions of law, sell all of the Gold not already distributed to Participants redeeming Creation Baskets, as provided herein, if any, in such a manner so as to effectuate orderly sales and a minimal market impact. The Sponsor shall not be liable for or responsible in any way for depreciation or loss incurred by reason of any sale or sales made in accordance with the provisions of this Section 8.01. The Sponsor may suspend its sales of the Gold upon the occurrence of unusual or unforeseen circumstances, including, but not limited to, a suspension in trading of gold. Upon receipt of proceeds from the sale of the last Gold held hereunder, the Sponsor shall:

(i) pay to itself individually from the Trust an amount equal to the sum of (1) any compensation due it for extraordinary or other services, (2) any advances made but not yet repaid and (3) reimbursement of any other disbursements as provided herein;

(ii) deduct from the Trust any amounts which it, in its sole discretion, shall deem necessary or appropriate to pay on behalf of the Trust and each Series any applicable taxes or other governmental charges that may be payable by the Trust or such Series and any other contingent or future liabilities of the Trust or a Series;

(iii) distribute each Shareholder’s interest in the remaining assets of the Trust; and

(iv) disseminate to each Shareholder a final statement as of the date of the computation of the amount distributable to the Shareholders.

(c) Upon termination of the Trust, following completion of winding up of its business, the Trustee, upon written directions of the Sponsor, shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Trust Statute.

Section 8.02 Merger and Consolidation . The Sponsor may cause (i) the Trust to be merged into or consolidated with, converted to or to sell all or substantially all of its assets to, another trust or entity; (ii) a Series of the Trust to be consolidated with, or to sell all or substantially all of its assets to, another Series of the Trust or another series of another trust or company; (iii) the Shares of a class of a Series to be converted into another class of the same Series; (iv) the Shares of the Trust or any Series to be converted into beneficial interests in another statutory trust (or series thereof); or (v) the Shares of the Trust or any Series to be exchanged for shares in another trust or company under or pursuant to any state or federal statute to the extent permitted by law.

For the avoidance of doubt, the Sponsor, with written notice to the Shareholders, may approve and effect any of the transactions contemplated under (i) — (v) above without any vote or other action of the Shareholders.

Section 8.03 Dissolution of Sponsor Not to Terminate Trust . The dissolution of the Sponsor, or its ceasing to exist as a legal entity from, or for, any cause, shall not operate to terminate this Declaration of Trust insofar as the duties and obligations of the Trustee are concerned.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01 Certain Matters Relating to Shareholders .

(a) By the purchase and acceptance or other lawful delivery and acceptance of Shares, each Shareholder shall be deemed to be a beneficiary of the Trust created by this Declaration of Trust and vested with beneficial undivided interest in the Trust to the extent of the Shares owned beneficially by such Shareholder, subject to the terms and conditions of this Declaration of Trust. Upon issuance as provided herein, Shares shall be fully paid and non-assessable.

(b) The death or incapacity of any Shareholder shall not operate to terminate this Declaration of Trust or the Trust, nor entitle such Shareholder’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 Shareholder expressly waives any right such Shareholder may have under any rule of law, or the provisions of any statute, or otherwise, to require the Trust, Sponsor or the Trustee at any time to account, in any manner other than as expressly provided in this Declaration of Trust, in respect of the Gold or moneys from time to time received, held and applied by the Sponsor hereunder.

(c) Except as required under applicable Federal law or under the rules or regulations of an Exchange, Shareholders shall have no voting rights hereunder (including with respect to mergers, consolidations or conversions of the Trust or transfers to or domestication in any jurisdiction by the Trust or any other matters that under the Delaware Trust Statute default voting rights are provided to holders of beneficial interests.) The Shareholders shall have the right to vote on other matters only as the Sponsor may consider desirable and so authorize in its sole discretion. To the extent that federal or Delaware law is amended, modified or interpreted by rule, regulation, order, or no-action letter to (on a mandatory basis) expand, eliminate or limit Shareholders’ right to vote on any specific matter, the Shareholders’ right to vote shall be deemed to be amended, modified or interpreted in accordance therewith without further approval by the Sponsor or the Shareholders. Nothing set forth in this Declaration of Trust shall be construed so as to constitute the Shareholders from time to time as partners or members of an association; nor shall any Shareholder ever be liable to any third person by reason of any action taken by the parties to this Declaration of Trust, or for any other cause whatsoever.

(d) Except as otherwise provided under Delaware law, the Shareholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of Delaware and no Shareholder shall be liable for claims against, or debts of the Trust or the applicable Series in excess of his capital contribution and his share of the applicable Series property and undistributed profits, except in the event that the liability is founded upon misstatements or omissions contained in such Shareholder’s Participant Agreement delivered in connection with his purchase of Shares. In addition, and subject to the exceptions set forth in the immediately preceding sentence, the Trust or the applicable Series shall not make a claim against a Shareholder with respect to amounts distributed to such Shareholder or amounts received by such Shareholder upon redemption unless, under Delaware law, such Shareholder is liable to repay such amount.

(e) The Trust or the applicable Series shall indemnify to the full extent permitted by law and the other provisions of this Declaration of Trust, and to the extent of the applicable Series Property, each Shareholder against any claims of liability asserted against such Shareholder solely because he is a beneficial owner of one or more Shares (other than for taxes for which such Shareholder is liable by reason of such Shareholder’s ownership of any Shares).

(f) Every written note, bond, contract, instrument, certificate or undertaking made or issued by the Sponsor shall give notice to the effect that the same was executed or made by or on behalf of the Trust or the applicable Series and that the obligations of such instrument are not binding upon any Shareholder individually but are binding only upon the assets and property of the applicable Series, and no resort shall be had to the Shareholders’ personal property for satisfaction of any obligation or claim thereunder, and appropriate references may be made to this Declaration of Trust and may contain any further recital which the Sponsor deems appropriate, but the omission thereof shall not operate to bind any Shareholder individually or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking. Nothing contained in this Section 9.01 shall diminish the limitation on the liability of the Trust to the extent set forth in Section 2.06 hereof.

Section 9.02 Delaware Law to Govern . The validity and construction of this Declaration of Trust and all amendments hereto shall be governed by the laws of the State of Delaware, and the rights of all parties hereto and the effect of every provision hereof shall be subject to and construed according to the laws of the State of Delaware without regard to the conflict of laws provisions thereof; provided , however , that causes of action for violations of U.S. federal or state securities laws shall not be governed by this Section 9.02, and provided further, that the parties hereto intend that the provisions hereof shall control over any contrary or limiting statutory or common law of the State of Delaware (other than the Delaware Act) and that, to the maximum extent permitted by applicable law, there shall not be applicable to the Trust, the Series, the Trustee, the Sponsor, the Shareholders or this Declaration of Trust any provision of the laws (statutory or common) of the State of Delaware (other than the Delaware Act) pertaining to trusts which relate to or regulate in a manner inconsistent with the terms hereof: (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust, (c) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (g) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees or managers that are inconsistent with the limitations on liability or authorities and powers of the Trustee or the Sponsor set forth or referenced in this Declaration of Trust. Section 3540 of Title 12 of the Delaware Act shall not apply to the Trust. The Trust shall be of the type commonly called a “statutory trust,” and without limiting the provisions hereof, the Trust may exercise all powers that are ordinarily exercised by such a statutory trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to statutory trusts and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

Section 9.03 Provisions in Conflict with Law or Regulations .

(a) The provisions of this Declaration of Trust are severable, and if the Sponsor shall determine, with the advice of counsel, that any of such provisions is in conflict with the Code, the Delaware Act or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.

Section 9.04 Notices .

All notices and other communications under this agreement shall be in writing in English, signed by the party giving it, and shall be deemed given, if to the Trustee or the Sponsor, when delivered personally, on the next Business Day after delivery to a recognized overnight courier or mailed first class (postage prepaid) or when sent by facsimile to the parties (which facsimile copy shall be followed, in the case of notices or other communications sent to the Trustee or the Sponsor, by delivery of the original) at the following addresses (or to such other address as a party may have specified by notice given to the other parties pursuant to this provision):


If to the Sponsor, to:		WGC USA Asset Management Company, LLC Attn: General Counsel 685 Third Avenue Suite 2702 New York, NY 10017

If to the Trustee, to:		Delaware Trust Company Attn: Trust Administration 2711 Centerville Road, Suite 400 Wilmington, DE 19808

Any notice to be given to a Shareholder shall be duly given if mailed or delivered to DTC Participants designated by DTC for delivery to Shareholders.

Section 9.05 Headings . The headings used in this Declaration of Trust have been inserted for convenience and shall not modify, define, limit or expand the express provisions of this Declaration of Trust.

Section 9.06 Counterparts . This Declaration of Trust may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amended and Restated Agreement and Declaration of Trust to be duly executed and delivered as of August , 2016.

WGC USA Asset Management Company, LLC,

as Sponsor



By:



Title:



Name:

Delaware Trust Company,

as Trustee



By:



Title:



Name:

Signature Page — Second Amended and Restated Agreement and Declaration of Trust of

World Currency Gold Trust

Exhibit 4.2

FORM OF

WORLD CURRENCY GOLD TRUST

AUTHORIZED PARTICIPANT AGREEMENT

This Authorized Participant Agreement (“Agreement”), dated as of , is entered into by and between (the “Authorized Participant”), WGC USA Asset Management Company, LLC, as sponsor (the “Sponsor”) of the World Currency Gold Trust (the “Trust”), and BNY Mellon Asset Servicing, a division of The Bank of New York Mellon (the “Administrator”), as administrator of the Trust.

SUMMARY

As provided in the Agreement and Declaration of Trust, as amended and restated (the “Declaration of Trust”), as currently in effect and described in the Prospectus (defined below), units of fractional undivided beneficial interest in and ownership of a series of the Trust (each, a “Fund” and together, the “Funds”) may be created or redeemed in aggregations of shares (“Shares”) (each such aggregation, a “Creation Unit”). Creation Units of a Fund are offered only pursuant to a registration statement of the Trust on Form S-1, as amended, as declared effective by the Securities and Exchange Commission (“SEC”) and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of any Fund of the Trust (collectively, the “Registration Statement”) together with the prospectus of any Fund of the Trust (the “Prospectus”) included therein. Under the Declaration of Trust, each Fund may issue Creation Units to, and redeem Creation Units from, authorized participants, only through the facilities of the Depository Trust Company (“DTC”), or a successor depository, and only in exchange for an amount of gold meeting the standards set forth in Section 5 below (“Gold”). This Agreement and the Procedures (defined below) set forth the specific procedures by which the Authorized Participant may create or redeem Creation Units.

The Authorized Participant understands and acknowledges that some activities on its part, depending on the circumstances and under certain possible interpretations of applicable law, could be interpreted as resulting in its being deemed a participant in a distribution in a manner that would render it a statutory underwriter and subject it to the prospectus-delivery and liability provisions of the 1933 Act.

Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Prospectus or the World Currency Gold Trust Procedures set forth in Attachment A hereto (the “Procedures”). To the extent there is a conflict between any provision of the Prospectus or this Agreement and the provisions of the Procedures, the Prospectus shall control. To the extent there is a conflict between any provision of this Agreement and the provisions of the Procedures, this Agreement shall control. Nothing in this Agreement shall obligate the Authorized Participant to create or redeem one or more Creation Units or to sell or offer to sell Shares.

To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:

Section 1. Order Placement . To place orders for the Administrator to create or redeem one or more Creation Units, Authorized Participants must follow the procedures for creation and redemption referred to in Section 3 of this Agreement and the procedures described in Attachment A hereto (the “Procedures”), as each may be amended, modified or supplemented from time to time.

Section 2. Status of Authorized Participant . The Authorized Participant represents and warrants and covenants the following:

(a) [The Authorized Participant is a participant of DTC (as such a participant, a “DTC Participant”). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Administrator of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant.]

(b) Unless Section 2(c) applies, the Authorized Participant either (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of FINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its obligations under this Agreement so requires. In connection with the purchase or redemption of Creation Units and any related offers or sales of Shares, the Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply in all material aspects with all applicable United States federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Conduct Rules of FINRA, if it is a FINRA member, to the extent the foregoing relates to and are applicable 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.

(c) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of FINRA as set forth in Section 2(b) above, the Authorized Participant will, in connection with such offers and sales, (i) comply in all material respects with the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the prospectus delivery requirements of the 1933 Act, and the regulations promulgated thereunder applicable to it, and (iii) conduct its business in accordance with the NASD Conduct Rules (or with comparable FINRA Conduct Rules, if such NASD Conduct Rules are subsequently renamed, repealed, rescinded, or are otherwise replaced by FINRA Conduct Rules), to the extent the foregoing relates to and is applicable to the Authorized Participant’s transactions in, and activities with respect to, Shares.

(d) The Authorized Participant has policies, procedures, and internal controls in place that are reasonably designed to comply with applicable anti-money laundering laws and regulations, including applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and the regulations promulgated thereunder, if the Authorized Participant is subject to the requirements of the USA PATRIOT Act.

(e) With respect to the transfers of Gold contemplated by this Agreement, the Authorized Participant shall establish with the Funds’ custodian (the “Custodian”) in London or at such other location as the Sponsor and the Administrator agree an account in relation to Gold which shall be maintained on an Unallocated Basis (the “Participant Unallocated Account”), which shall be used only to effect transactions between the Authorized Participant and the Trust and which shall be in addition to any separate Gold account maintained for the Authorized Participant on an Unallocated Basis by the Custodian. The Participant Unallocated Account shall be established and maintained pursuant to a Participant Unallocated Bullion Account Agreement with the Custodian in the form attached to this Agreement as Attachment B, as the same may be amended from time to time. In addition, if the Authorized Participant does not already have a Gold account maintained for it on an Unallocated Basis by the Custodian (separate from the Participant Unallocated Account), the Authorized Participant must establish such an account, which shall be established and maintained pursuant to such agreement as it and the Custodian shall agree.

(f) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Administrator and the Custodian. The Authorized Participant shall confirm such capability to the satisfaction of the Administrator and the Custodian by the end of the Business Day before placing its first order with the Administrator (whether such order is to create or to redeem Creation Units).

(g) The Authorized Participant acknowledges that it may have an obligation to comply with the disclosure document delivery requirements under the Commodity Exchange Act (the “CEA”). The Sponsor agrees that if it becomes aware of any new delivery or disclosure requirement(s) under the 1933 Act or the CEA relating to Shares it shall use best efforts to notify the Authorized Participant of such requirement(s).

Section 3. Orders . (a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Prospectus, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Administrator and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures, and the Authorized Participant will comply with such procedures.

(b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.

(c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator or the Trust, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (iv) if circumstances outside the control of the Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order.

(d) The Administrator may, in its discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, (i) for any period during which the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the Beneficial Owners. Neither the Administrator nor the Sponsor shall be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

(e) The Trust may, in its sole discretion, permit or require a quantity of Gold to be added to or subtracted from an Order when issuing or redeeming shares (a “Gold Adjustment Amount”). A Gold Adjustment Amount reflects the actual amount of Gold due to be delivered to or from the Trust’s gold delivery provider (the “Gold Delivery Amount”), in case that Gold Delivery Amount differs from Gold Delivery Amount used to calculate the applicable Fund’s net asset value. If the Trust notifies the Administrator that a Gold Adjustment Amount is required, the Administrator will notify the Participant and the Trust’s transfer agent. In the case of a Creation Order, the Participant shall, on behalf of itself or the party on whose behalf it is acting, deliver a quantity of Gold into the Fund Unallocated Account that takes into account the Gold Adjustment Amount. In the case of a Redemption Order, the quantity of Gold to be delivered into the Participant Unallocated Account will reflect the Gold Adjustment Amount.

Section 4. Gold Transfers . (a) Any Gold to be transferred in connection with any Order shall be transferred between the Participant Unallocated Account and the Fund Unallocated Account and between the Fund Unallocated Account and the Fund Allocated Account in accordance with the Procedures. The Authorized Participant shall be responsible for all costs and expenses relating to or connected with any transfer of Gold between its Participant Unallocated Account and the Fund Unallocated Account.

(b) Each of the Trust, the Funds, the Sponsor and the Administrator will have no liability for loss or damages suffered by an Authorized Participant in respect of the Authorized Participant’s Participant Unallocated Account. The liability of the Custodian with respect to any such loss or damage will be governed by the terms of the Participant Unallocated Bullion Account Agreement attached hereto as Attachment B. The Authorized Participant acknowledges that it is an unsecured creditor of the Custodian with respect to the Gold held in the Authorized Participant’s Participant Unallocated Account and that such Gold is at risk in the event of the Custodian’s insolvency.

Section 5. Gold Standards . All Gold to be transferred between the Trust, on behalf of a Fund, and the Authorized Participant in connection with any Order shall meet the applicable requirements of the Good Delivery Rules for Gold and Silver Bars (the “Good Delivery Rules”) promulgated by the London Bullion Market Association (the “LBMA”), which include standards for fineness. As provided in the Authorized Participant’s Participant Unallocated Bullion Account Agreement and in the Trust’s Unallocated Bullion Account Agreement, amounts of Gold standing to the credit of an Authorized Participant’s Participant Unallocated Account or the Fund Unallocated Account, as the case may be, are held on an Unallocated Basis, which, as provided by those agreements, means only that each of the Authorized Participant or the Trust, as the case may be, is entitled to call on the Custodian to deliver in accordance with the Good Delivery Rules an amount of Gold equal to the amount of Gold standing to the credit of the Authorized Participant’s or the Trust’s relevant unallocated bullion account, as the case may be. The Sponsor and the Administrator may, from time to time, pursuant to the Declaration of Trust and as disclosed in the Prospectus, specify other gold bullion to be held by the Trust and which therefore may be transferred between the Trust and an Authorized Participant in connection with any Order, provided that such other gold bullion meets the standard of fineness specified under the Good Delivery Rules. A copy of the Good Delivery Rules may be obtained from the LBMA.

Section 6. Fees . In connection with each Order by an Authorized Participant to create or redeem one or more Creation Units, the Administrator shall charge, and the Authorized Participant shall pay to the Administrator, a transaction processing fee in the amount of $[2,000] per Order. This amount may be changed from time to time at the sole discretion of the Sponsor and upon written notice to the Authorized Participant, which notice may be provided by disclosure in the Funds’ prospectus. These transaction processing fees are paid directly by the Authorized Participants and not by a Fund or the Trust.

Section 7. Authorized Persons . Concurrently with the execution of this Agreement and from time to time thereafter, the Authorized Participant shall deliver to the Administrator notarized and duly certified as appropriate by its secretary or other duly authorized official, a certificate in the form of Exhibit A setting forth the names and signatures of all persons authorized to give instructions relating to activity contemplated hereby or by any other notice, request or instruction given on behalf of the Authorized Participant (each, an “Authorized Person”). The Administrator may accept and rely upon such certificate as conclusive evidence of the facts set forth therein and shall consider such certificate to be in full force and effect until the Administrator receives a superseding certificate bearing a subsequent date and duly certified as described above or other written notice, including electronic mail, from the Authorized Participant that one or more individuals should be added or removed from the certificate. Upon the termination or revocation of authority of any Authorized Person by the Authorized

Participant, the Authorized Participant shall give immediate written notice, including, but not limited to, electronic mail, of such fact to the Administrator and such notice shall be effective upon receipt by the Administrator. The Administrator shall thereafter revoke access of such Authorized Person to the electronic entry systems through which Orders are submitted and, from that time, no longer accept Orders submitted by such person on behalf of the Authorized Participant. The Administrator shall issue to each Authorized Person a unique personal identification number (the “PIN Number”) by which such Authorized Person shall be identified and by which instructions issued by the Authorized Participant hereunder shall be authenticated. The PIN Number shall be kept confidential by the Authorized Participant and shall only be provided to the Authorized Person. If, after issuance, the Authorized Person’s PIN Number is changed, the new PIN Number shall become effective on a date mutually agreed upon by the Authorized Participant and the Administrator.

Section 8. Redemption . The Authorized Participant represents and warrants that it will not obtain an Order Number (as described in the Procedures) from the Administrator for the purpose of redeeming a Creation Unit unless it first ascertains that (i) it or its customer, as the case may be, owns outright or has full legal authority and legal and beneficial right to tender for redemption the Creation Units to be redeemed and to receive the entire proceeds of the redemption, and (ii) such Creation Units have not been loaned or pledged to another party and are not the subject of a repurchase agreement, securities lending agreement or any other arrangement which would preclude the delivery of such Creation Units to the Administrator the third Business Day following the Redemption Order Date.

Section 9. Role of Authorized Participant . (a) The Authorized Participant acknowledges that, for all purposes of this Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Trust, the Funds, the Sponsor, the Administrator or the Custodian in any matter or in any respect.

(b) The Authorized Participant will make itself and its employees available, upon request, during normal business hours to consult with the Sponsor, the Administrator and the Custodian or their designees concerning the performance of the Authorized Participant’s responsibilities under this Agreement.

(c) With respect to any creation or redemption transaction made by the Authorized Participant pursuant to this Agreement for the benefit of any customer or any other DTC Participant or Indirect Participant, or any other Beneficial Owner, the Authorized Participant shall extend to any such party all of the rights, and 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 Declaration of Trust.

(d) The Authorized Participant will maintain records of all sales of Shares made by or through it and will furnish copies of such records to the Sponsor upon the reasonable request of the Sponsor.

Section 10. Indemnification .

(a) The Authorized Participant hereby indemnifies and holds harmless the Custodian, the Trust, each Fund, the Administrator, the Sponsor, their respective direct or indirect affiliates (as defined below) and their respective directors, officers, employees and agents (each, an “AP Indemnified Party”) from and against any losses, liabilities, damages, costs and expenses (including attorney’s fees and the reasonable cost of investigation) incurred by such AP Indemnified Party as a result of or in connection with: (i) any breach by the Authorized Participant of any provisions of this Agreement, including its representations, warranties and covenants; (ii) any failure on the part of the Authorized Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Authorized Participant to comply with applicable laws and the rules and regulations of self-regulatory organizations; (iv) any actions of such AP Indemnified Party in reliance upon any instructions issued in accordance with the Procedures believed by the AP Indemnified Party to be genuine and to have been given by the Authorized Participant; or (v) (A) any representation by the Authorized Participant, its employees or its agents or other representatives about the Shares, any AP Indemnified Party or the Trust that is not consistent with the Trust’s then-current Prospectus made in connection with the offer or the solicitation of an offer to buy or sell Shares and (B) any untrue statement or alleged untrue statement of a material fact contained in any research reports, marketing material and sales literature described in Section 14(b) or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent that such statement or omission relates to the Shares, any AP Indemnified Party or the Trust, unless, in either case, such representation, statement or omission was made or included by the Authorized Participant at the written direction of the Sponsor or is based upon any omission or alleged omission by the Sponsor to state a material fact in connection with such representation, statement or omission necessary to make such representation, statement or omission not misleading. 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 shall have been 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.

(b) The Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant, its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each, a “Sponsor Indemnified Party”) from and against any losses, liabilities, damages, costs and expenses (including attorneys’ fees and the reasonable cost of investigation) incurred by such Sponsor Indemnified Party as a result of (i) any breach by the Sponsor of any provision of this Agreement that relates to the Sponsor; (ii) any failure on the part of the Sponsor to perform any obligation of the Sponsor set forth in this Agreement; (iii) any failure by the Sponsor to comply with applicable laws; or (iv) any untrue statement or alleged untrue statement of a material fact contained in the registration statement of the Trust as originally filed with the SEC or in any amendment thereof, or in any prospectus, or in any amendment thereof or supplement

thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except those statements in the Registration Statement or the Prospectus based on information furnished in writing by or on behalf of the Authorized Participant expressly for use in the Registration Statement or the Prospectus. The Sponsor shall not be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Sponsor Indemnified Party unless the Sponsor Indemnified Party shall have notified the Sponsor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Sponsor Indemnified Party (or after the Sponsor Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Sponsor of any claim shall not relieve the Sponsor from any liability which it may have to any Sponsor Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph and shall only release it from such liability under this paragraph to the extent it has been materially prejudiced by such failure to give notice.

(c) The Sponsor and the Authorized Participant each agrees promptly to notify each other of the commencement of any proceedings or litigation against it, in connection with the issuance and sale of the Shares or in connection with the Registration Statement or the Prospectus.

(d) The indemnifying party in each of Section 10(a) and 10(b) above shall be entitled, at its option, to exercise sole control and authority over the defense and settlement of such action. The indemnifying party is not authorized to accept any settlement that does not provide the applicable indemnified party with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the indemnified party or causes reputational harm to the indemnified party, in each case, without the prior written consent of the indemnified party.

(e) This Section 10 shall not apply to the extent any such losses, liabilities, damages, costs and expenses are incurred as a result or in connection with any negligence, bad faith or willful misconduct on the part of the AP Indemnified Party or the Sponsor Indemnified Party, as the case may be. The term “affiliate” in this Section 10 shall include, with respect to any person, entity or organization, any other person, entity or organization which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, entity or organization.

(f) The indemnity and contribution agreements contained in this Section 10 shall remain in full force and effect and shall survive any termination of this Agreement.

Section 11. (a) Limitation of Liability . In the absence of negligence, bad faith or willful misconduct, none of the Sponsor, the Administrator, nor the Authorized Participant shall be liable to each other or to any other person, including any party claiming by, through or on behalf of the Authorized Participant, for any losses, liabilities, damages, costs or expenses arising out of any error in data or other information provided to any of them by each other or any other person or out of any interruption or delay in the electronic means of communications used by them.

(b) Tax Liability . The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Creation Unit made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Administrator, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

Section 12. Acknowledgment . The Authorized Participant acknowledges receipt of a (i) copy of the Declaration of Trust and (ii) the current Prospectus of the Trust and represents that it has reviewed and understands such documents.

Section 13. Effectiveness and Termination . Upon the execution of this Agreement by the parties hereto, this Agreement shall become effective in this form as of the date first set forth above, and may be terminated at any time by any party with respect to a Fund or the Trust as a whole upon thirty (30) days prior written notice to the other parties unless earlier terminated: (i) in accordance with Section 2(a); (ii) upon notice to the Authorized Participant by the Administrator in the event of a breach by the Authorized Participant of this Agreement or the procedures described or incorporated herein; (iii) immediately in the circumstances described in Section 20(j); or (iv) at such time as the Trust or a Fund is terminated pursuant to the Declaration of Trust.

Section 14. Marketing Materials; Representations Regarding Shares; Identification in Registration Statement .

(a) The Authorized Participant represents, warrants and covenants that, without the written consent of the Sponsor, (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, (B) printed information approved by the Sponsor as information supplemental to such Prospectus or (C) any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, and (ii) it will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares or any AP Indemnified Party or the Trust that is not consistent with the Prospectus (but not including any materials prepared and used for the Authorized Participant’s internal use only and not communicated or shared with potential or actual investors, brokerage communications prepared by the Authorized Participant in the normal course of its business or research reports) that have not been approved by the Sponsor.

(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, reports, and other similar materials that include information, opinions or recommendations relating to the Shares for public dissemination and for internal use by the Authorized Participant, provided that such research, reports and other similar materials: (i) comply with applicable FINRA rules; and (ii) are consistent with the Trust’s prospectus and do not otherwise contain an

untrue statement of a material fact or omission to state therein a material fact required to be stated therein or necessary to make the research reports and other similar materials not misleading.

(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Trust’s then-current Prospectus, data and information relating to the price of gold or currencies referenced in a Fund’s underlying index.

(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor, or its designee, may deliver the then-current Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format (“PDF”) via electronic mail to such address as shall be provided by the Authorized Participant from time to time in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor, or the Sponsor’s designee, and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any revisions, supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor or its designee. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available, or cause to be made available, at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.

(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified solely as an authorized participant of the Trust and each Fund, as applicable, (i) in any section of the Prospectus included within the Registration as may be required by the SEC or its Staff and (ii) on the Trust’s website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the 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 Sponsor will promptly update the Trust’s website to remove any identification of the Authorized Participant as an authorized participant of the Trust and the Funds.

Section 15. Certain Covenants of the Sponsor . The Sponsor, on its own behalf and as sponsor of each Fund, covenants and agrees to notify the Authorized Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and furnish, at the expense of the Trust, to the Authorized Participant promptly such amendments or supplements to such Prospectus as may be necessary to reflect any

such change at such time and in such numbers as necessary to enable the Authorized Participant to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to its customers.

Section 16. Title To Gold . The Authorized Participant represents and warrants on behalf of itself and any party for which it acts that upon delivery of a Creation Unit Deposit to the Administrator in accordance with the terms of the Declaration of Trust and this Agreement, the Trust will acquire good and unencumbered title to the Gold which is the subject of such Creation Unit Deposit, free and clear of all pledges, security interests, liens, charges, taxes, assessments, encumbrances, equities, claims, options or limitations of any kind or nature, fixed or contingent, and not subject to any adverse claims, including any restriction upon the sale or transfer of all or any part of such Gold which is imposed by any agreement or arrangement entered into by the Authorized Participant or any party for which it is acting in connection with a Purchase Order.

Section 17. Third Party Beneficiaries . Each AP Indemnified Party, to the extent it is not a party to this Agreement, is a third-party beneficiary of this Agreement (each, a “Third Party Beneficiary”) and may proceed directly against the Authorized Participant (including by bringing proceedings against the Authorized Participant in its own name) to enforce any obligation of the Authorized Participant under this Agreement which directly or indirectly benefits such Third Party Beneficiary.

Section 18. Force Majeure . No party to this Agreement shall incur any liability for any delay in performance, or for the non-performance, of any of its obligations under this Agreement by reason of any cause beyond its reasonable control. This includes any act of God or war or terrorism, any breakdown, malfunction or failure of transmission in connection with or other unavailability of any wire, communication or computer facilities, any transport, port, or airport disruption, industrial action, acts and regulations and rules 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.

Section 19. Ambiguous Instructions . If a Purchase Order Form or a Redemption Order Form otherwise in good form contains order terms that differ from the information provided in the telephone call at the time of issuance of the applicable order number, the Administrator will attempt to contact one of the Authorized Persons of the Authorized Participant to request confirmation of the terms of the Order. If an Authorized Person confirms the terms as they appear in the Order, then the Order will be accepted and processed. If an Authorized Person contradicts the Order terms, the Order will be deemed invalid, and a corrected Order must be received by the Administrator, as the case may be, not later than the earlier of: (i) within 15 minutes of such contact with the Authorized Person; or (ii) 45 minutes after the Order Cut-Off Time (as described in the Procedures). If the Administrator is not able to contact an Authorized Person, then the Order shall be accepted and processed in accordance with its terms notwithstanding any inconsistency from the terms of the telephone information. In the event that an Order contains terms that are illegible, the Order will be deemed invalid and the Administrator will attempt to contact one of the Authorized Persons of the Authorized Participant to request retransmission of the Order. A corrected Order must be received by the Administrator not later than the earlier of (i) within 15 minutes of such contact with the Authorized Person or (ii) 45 minutes after the Order Cut-Off Time, as the case may be.

Section 20. Miscellaneous .

(a) Amendment and Modification . This Agreement may be amended, modified or supplemented only by a written instrument executed by all the parties. The Procedures attached as Attachment A and the Exhibits hereto may be amended, modified or supplemented by the Trust, the Administrator and the Sponsor, without consent of the Authorized Participant from time to time by the following procedure. After the proposed amendment, modification or supplement has been agreed to, the Administrator will mail or send via email a copy of the proposed amendment, modification or supplement to the Authorized Participant in accordance with Section 20(c) below. For the purposes of this Agreement, mail will be deemed received by the recipient thereof on the third (3rd) day following the deposit of such mail into the United States postal system. Within fifteen (10) calendar days after its deemed receipt, the amendment, modification or supplement will become part of this Agreement, the Attachments or the Exhibits, as the case may be, in accordance with its terms unless the Authorized Participant objects to the proposed amendment, modification or supplement in writing, which shall include objection by electronic mail.

(b) Waiver of Compliance . Any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but any such written waiver, or the failure to insist upon strict compliance with any obligation, covenant, agreement or condition herein, shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

(c) Notices . Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery, by postage prepaid registered or certified United States first class mail, return receipt requested, by nationally recognized overnight courier (delivery confirmation received) or by electronic mail or telephonic facsimile or similar means of same day delivery (transmission confirmation received), with a confirming copy by regular mail, postage prepaid. Unless otherwise notified in writing, all notices to the Trust or any Fund shall be given or sent to the Administrator. All notices shall be directed to the address or telephone or facsimile numbers or electronic mail addresses as follows:

if to the Sponsor, at:

WGC USA Asset Management Company, LLC

685 Third Avenue, 27th Floor

New York, New York 10017, United States of America

if to the Administrator, at:

BNY Mellon Asset Servicing

2 Hanson Place

Brooklyn, New York 11217, United States of America

if to the Authorized Participant, at:


		Address:



		Telephone:



		Facsmile:



		E-mail:

(d) Successors and Assigns . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

(e) Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior written consent of the other parties, except 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, conversion, or consolidation to which such party hereunder shall be a party, or any entity succeeding to all or substantially all of the business of the party, shall be the successor of the party under this Agreement. The party resulting from any such merger, conversion, consolidation or succession shall notify the other parties hereto of the change. Any purported assignment in violation of the provisions hereof shall be null and void. Notwithstanding the foregoing, this Agreement shall be automatically assigned to any successor Sponsor at such time such successor qualifies as a successor Sponsor under the terms of the Declaration of Trust.

(f) Governing Law; Consent to Jurisdiction . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable Delaware conflict of laws principles) as to all matters, including matters of validity, construction, effect, performance and remedies. Each party hereto irrevocably consents to the jurisdiction of the courts of the State of Delaware and of any federal court located in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, 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 party at such party’s address for purposes of notices hereunder.

(g) Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, and it shall not be necessary in making proof of this Agreement as to any party hereto to produce or account for more than one such counterpart executed and delivered by such party.

(h) Interpretation . The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

(i) Entire Agreement . This Agreement, along with any other agreement or instrument delivered pursuant to this Agreement, supersede all prior agreements and understandings between the parties with respect to the subject matter hereof.

(j) Severance . If any provision of this Agreement is held by any court or any act, regulation, rule or decision of any other governmental or supra national 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 and this Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, unless the Sponsor determines in its discretion that the provision of this Agreement that was held invalid, illegal or unenforceable does affect the validity, legality or enforceability of one or more other provisions of this Agreement, and that this Agreement should not be continued without the provision that was held invalid, illegal or unenforceable, and in that case, this Agreement shall immediately terminate and the Sponsor will so notify the Authorized Participant immediately.

(k) 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.

(l) Survival . Sections 10 (Indemnification) and 17 (Third Party Beneficiaries) hereof shall survive the termination of this Agreement.

(m) Other Usages . The following usages shall apply in interpreting this Agreement: (i) references to a governmental or quasigovernmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of such agency, authority or instrumentality; and (ii) “including” means “including, but not limited to.”

[Signature Page Follows]

IN WITNESS WHEREOF, the Authorized Participant, the Sponsor and the Administrator have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.


[Name of Authorized Participant]

By:

Name:

Title:

Name of Authorized Participant’s Participant Unallocated Account:

WGC USA Asset Management Company, LLC

Sponsor of the World Currency Gold Trust


By:

Name:

Title:

BNY Mellon Asset Servicing, a division of

The Bank of New York Mellon

Administrator of the World Currency Gold Trust


By:

Name:

Title:

EXHIBIT A

WORLD CURRENCY GOLD TRUST

FORM OF CERTIFIED AUTHORIZED PERSONS OF AUTHORIZED PARTICIPANT

The following are the names, titles and signatures of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by the Participant Agreement or any other notice, request or instruction on behalf of the Authorized Participant pursuant to the World Currency Gold Trust Participant Agreement.


Authorized Participant:



Name:



Title:



Signature:



Name:



Title:



Signature:



Name:



Title:



Signature:



Name:



Title:



Signature:

The undersigned, [name], [title] of [company], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons pursuant to the World Currency Gold Trust Participant Agreement by and between [Authorized Participant] and the Sponsor and Administrator of the World Currency Gold Trust, dated [date], and that their signatures set forth above are their own true and genuine signatures.

In Witness Whereof, the undersigned has hereby set his/her hand and the seal of [company] on the date set forth below.


Subscribed and sworn to before me this day of , 20







Notary Public


By:



Name:



Title:



Date:

A-1

EXHIBIT B

THE BANK OF NEW YORK MELLON, ADMINISTRATOR

CREATION/REDEMPTION ORDER FORM

WORLD CURRENCY GOLD TRUST

CONTACT INFORMATION FOR ORDER

EXECUTION:

Telephone Order Number:

Fax Order Number:

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

I.	TO BE COMPLETED BY PARTICIPANT:


Date:						Time:


Broker Name:						Firm Name:


Participant Unallocated Account Name:				DTC Participant Number:


Telephone Number:				Fax Number:


Type of order (Check Creation or Redemption please)		(One CU = 10,000 GGLD)

Participant intends to sell or otherwise dispose of the units being created as soon, as is reasonably practicable.


Creation of GGLD’s				Redemption of GGLD’s

# Of Creation Units (CU) Transacted:				Number:

Order #				Number written out:

This Purchase Order is subject to the terms and conditions of the Declaration of Trust of the World Currency Gold Trust as currently in effect and the Authorized Participant Agreement between the Authorized Participant, the Sponsor and the Administrator named therein. All representations and warranties of the Authorized Participant set forth in such 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 Order to the Administrator on behalf of the Authorized Participant. The Authorized Participant enters into this agreement based on an estimated Basket disseminated the previous business day and recognizes the final Basket ounces of Gold represented will be decreased based on the Trust’s daily accrual. When a Final NAV is calculated it will be disseminated to all Authorized Participants, and the Basket and or cash required for the creation/redemption order entered into on this day will be finalized and this Order Form will serve as a legally binding contract for settlement in 3 business days.



		Date				Authorized Person’s Signature

II.

TO BE COMPLETED BY TRUSTEE:


This certifies that the above order has been:
	Accepted by the Administrator
	Declined-Reason:

Final # of Ounces		Final # of GGLD Shares

Final Cash Due to BNY		Final Cash Due to Authorized Participant




Date	Time	Authorized Signature of Administrator

FORM OF

WORLD CURRENCY GOLD TRUST

PARTICIPANT AGREEMENT

ATTACHMENT A

WORLD CURRENCY GOLD TRUST PROCEDURES

CREATION AND REDEMPTION OF WORLD CURRENCY GOLD TRUST SHARES AND RELATED GOLD TRANSACTIONS

Scope of Procedures and Overview

These procedures (the “ Procedures ”) describe the processes by which one or more Creation Units of shares (the “ Shares ”) of a series (“ Fund ”) of World Currency Gold Trust (the “ Trust ”) may be purchased or, once Shares have been issued, redeemed by an Authorized Participant (a “ Participant ”). Shares may be created or redeemed only in blocks of 10,000 Shares (each such block, a “ Creation Unit ”). Because the issuance and redemption of Creation Units also involve the transfer of Gold between the Participant and the Trust, certain processes relating to the underlying Gold transfers also are described.

Under these Procedures, Creation Units may be issued only with respect to Gold transferred to and held in the Trust’s allocated and unallocated Gold accounts maintained in London, England by HSBC Bank plc, as custodian (the “ Custodian ”). Capitalized terms used in these Procedures without further definition have the meanings assigned to them in the Participant Agreement entered into by each Participant with BNYM as Administrator and WGC USA Asset Management, LLC (the “ Sponsor ”).

For purposes of these Procedures, a “ Business Day ” is defined as any day other than (i) a day on which the Exchange is closed for regular trading or (ii), if the transaction involves the receipt or delivery of Gold or confirmation thereof in the United Kingdom or in some other jurisdiction, (a) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorized by law to close or a day on which the London gold market is closed or (b) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorized to be open for less than a full business day or the London gold market is open for trading for less than a full business day and transaction procedures required to be executed or completed before the close of the business day may not be so executed or completed.

Creation Units are issued pursuant to the Prospectus, which will be delivered by the Sponsor to each Participant prior to its execution of the Participant Agreement, and are issued and redeemed in accordance with the Participant Agreement. Creation Units may be issued and redeemed on any Business Day by the Administrator in exchange for Gold, which the Administrator receives from Participants or transfers to Participants, in each case on behalf of the Trust. Participants will be required to pay a nonrefundable per order transaction fee of [$2,000] to the Administrator (the “ Transaction Fee ”).

ATTACHMENT A-1

Participants and the Trust, on behalf of each Fund, transfer Gold between each other using the unallocated bullion account system of the London bullion market. Transfers of Gold to and from the Trust, on behalf of a Fund, are effected pursuant to (i) the Allocated Bullion Account Agreement between the Trust and the Custodian (the “Allocated Bullion Account Agreement”) establishing a Fund’s allocated account (the “ Fund Allocated Account ”) and the Unallocated Bullion Account Agreement between the Trust and the Custodian (the “Unallocated Bullion Account Agreement”) establishing a Fund’s unallocated account (the “ Fund Unallocated Account ”; the Allocated Bullion Account Agreement and the Unallocated Bullion Account Agreement are collectively referred to as the “ Custody Agreements ”); and (ii) the Participant Unallocated Bullion Account Agreement between the Participant and HSBC Bank plc (the “ Participant Unallocated Agreement ”) establishing the Participant’s unallocated account (the “ Participant Unallocated Account ”).

Gold is transferred between a Fund and Participants through a Fund Unallocated Account. When Gold is to be transferred to a Fund from a Participant (in exchange for the issuance of Baskets), the Gold is transferred from the Participant Unallocated Account to the Fund Unallocated Account and then transferred from there to the Fund Allocated Account. When Gold is to be transferred to a Participant (in connection with the redemption of Baskets), the Gold is transferred from the Fund Allocated Account to the Fund Unallocated Account and is transferred from there to the Participant Unallocated Account.

The Participant Unallocated Account is only to be used in connection with the creation and redemption of Baskets. Use of the Participant Unallocated Account for transferring Gold to a Fund does not require Participants to acquire Gold from HSBC Bank plc, or to maintain Gold in the Participant Unallocated Account longer than the time required to create or redeem Baskets as described in these Procedures. Each Participant is responsible for ensuring that the Gold it intends to transfer to a Fund in exchange for Baskets is available for transfer to the Fund in the manner and at the times described in these Procedures. In meeting this responsibility, the Participant may make such independent arrangements as it sees fit, including borrowing Gold, to ensure that the relevant amount of Gold is credited in time.

Upon acceptance of the Participant Agreement by the Sponsor and the Administrator, the Administrator will assign a personal identification number (a “ PIN number ”) to each Authorized Person authorized to act for the Participant. This will allow the Participant through its Authorized Person(s) to place Purchase Order(s) or Redemption Order(s) for Baskets.

Important Notes:

•

Any Order is subject to rejection by the Administrator for the reasons set forth in the Participant Agreement.

•

All Orders are subject to the provisions of the Custody Agreements and the Participant Agreement relating to unclear or ambiguous instructions.

ATTACHMENT A-2

CREATION PROCESS

An order to purchase one or more Creation Units of a Fund placed by a Participant with the Administrator between 4:00 p.m. and 5:30 p.m. N.Y. time on a Business Day (such day, “CREATION T-1”) results in the following taking place, in most instances, by 10:00 a.m. N.Y. time (usually 3:00 p.m. London time) on CREATION T+3:

•

Transfer to the applicable Fund Allocated Account of Gold satisfying the Good Delivery Rules in the amount corresponding to the Creation Units to be issued; and

•

Transfer to the Participant’s account at The Depository Trust Company (“DTC”) of Creation Units corresponding to the Gold the Participant has transferred to the Fund.

CREATION PROCEDURES

CREATION T-1 (PURCHASE ORDER SUBMISSION DATE)

The Participant submitting an order to create shall submit such orders containing the information required to the Administrator by the Cut-Off time (5:30pm N.Y. Time) in the following manner: (a) through the BNYM ETF Center Interface electronic order entry system portal), as such may be made available and constituted from time to time, the use of which shall be subject to the terms and conditions of the Electronic Services Agreement incorporated herein by reference , or (b) by telephone to the BNYM ETF Order Desk Administrator, followed up with the faxed order form (within 15 minutes of the verbal phone order) according to the procedures set forth below.

The order so transmitted (either orally and in writing, or electronic form) is hereinafter referred to as the “Submission” or the “Purchase Order” as applicable, and the Business Day on which a Submission is made is hereinafter referred to as the “Transmittal Date”.

1.a

Orders submitted through the BNYM ETF Center Interface: an Authorized Person of the Participant logs on the BNYM ETF Center Interface and places a Purchase Order. Each Order is given an order number (an “Order Number”).

1.b

Orders submitted by phone: an Authorized Person of the Participant must telephone the BNYM ETF Order Desk Administrator at (718) 315-7500 or other number that BNYM designates in writing to the Participant. This telephone call must be made by an Authorized Person of the Participant and answered by the BNYM ETF Order Desk. Upon verifying the authenticity of the Participant (as determined by the use of the appropriate PIN Number), the BNYM ETF Order Desk Administrator will request that the Participant place the Purchase Order. To do so, the Participant must provide the appropriate ticker symbols when referring to each Fund. After the Participant has placed the Purchase Order, the BNYM ETF Order Desk Administrator will read the Purchase Order back to

ATTACHMENT A-3

the Participant. The Participant then must confirm that the Purchase Order has been taken correctly by the BNYM ETF Order Desk Administrator. If the Participant confirms that the Purchase Order has been taken correctly, the BNYM ETF Order Desk Administrator will issue an order number (an “Order Number”) to the Participant.

If the Administrator has not received the Purchase Order Form from the Participant within 15 minutes after the Administrator receives the phone call from the Participant referenced in item (1.b) above, the Administrator places a phone call to the Participant to enquire about the status of the Order. If the Participant does not fax the Purchase Order Form to the Administrator within 15 minutes after the Administrator’s phone call, the Participant’s Order is cancelled. The Administrator will then notify the Participant that the Order has been cancelled via telephone call.

If the Administrator has received the Participant’s Purchase Order Form on time in accordance with the preceding timing rules, then by [6:30] p.m. N.Y. time the Administrator returns to the Participant a copy of the Purchase Order Form submitted, marking it “Affirmed.”

CREATION T (PURCHASE ORDER EXECUTION DATE)

Based on the Purchase Orders placed with it on CREATION T-1, by 12:00 p.m. N.Y. Time the Administrator indicates to the Participant the amount of Gold and cash, if any, necessary for the Creation Deposit, and provides details of the method of payment required for the Transaction Fee and the cash portion, if any, of the Creation Deposit.

CREATION T+1 (PURCHASE ORDER CONFIRMATION DATE)

By 10:00 a.m. N.Y. time, based on the Purchase Orders placed with it on CREATION T-1, the Administrator sends an authenticated electronic message (Swift MT699) to the Custodian indicating the total ounces of Gold for which the Administrator will require an allocation into the Fund Allocated Account on CREATION T+3. In addition, the authenticated electronic message (Swift MT699) will separately identify all expected unallocated Gold receipts from each Participant. If the Administrator rejects a Purchase Order pursuant to the Participant Agreement after the foregoing messages are given to the Custodian, the Administrator will notify the Custodian of such rejection, identifying the Participant whose Purchase Order was rejected and the number of ounces of Gold contained in the rejected Purchase Order.

By the close of business (usually 5:00 p.m. N.Y. time), each Participant acquiring Creation Units on CREATION T+3 sends an authenticated electronic message

ATTACHMENT A-4

(Swift MT604) to HSBC Bank plc, with a copy to the Administrator, to transfer on CREATION T+3 from the Participant’s Participant Unallocated Account Gold in the relevant amount(s) to the Fund Unallocated Account. If the Participant’s instruction does not conform to the Administrator’s instruction specified in the preceding item 4, the Administrator will either (i) send a correcting authenticated electronic message (Swift MT699) to the Custodian which specifies the delivery of an amount of Gold which conforms to the Participant’s Purchase Order and the Participant’s instruction or (ii) send the Participant an email message notifying the Participant of the discrepancy.

By the close of business (usually 5:00 p.m. N.Y. time), each Participant acquiring Creation Units on CREATION T+3 sends an authenticated electronic message (Swift MT605) to HSBC Bank plc, identifying that Participant’s Participant Unallocated Account into which Gold, in the relevant amount(s), is to be received on CREATION T+2.

CREATION T+2

By the close of business in London (usually 4:00 p.m. London time), each Participant submitting a Purchase Order must ensure that Gold in the relevant amount(s) is credited to the Participant’s Participant Unallocated Account.

[If by 4:00 p.m. (London time) either (i) unless otherwise resolved beforehand by a correcting authenticated electronic message from the Administrator (Swift MT699) or a correcting authenticated electronic message from the Participant (Swift MT604) to the satisfaction of the Custodian, the amount of Gold specified in the Participant’s instruction given under item (1) of CREATION T to transfer Gold from the Participant’s Participant Unallocated Account to the Fund Unallocated Account is not the same as the amount of Gold specified in the advice given by the Administrator under item (1) of CREATION T with regard to the expected unallocated Gold receipts from each Participant or (ii) sufficient Gold to permit the Custodian to effect such Participant’s instruction is not credited to the Participant’s Participant Unallocated Account, such Participant’s instruction shall be automatically revoked as of 4:00 p.m. London time and the Custodian will notify the Participant of such revocation.]

The Custodian will send the Administrator an email message by 5:00 p.m. London time (usually 12:00 noon N.Y. time) identifying each Participant’s instruction that has been revoked pursuant to the preceding item 2. The relevant Participant’s Purchase Order shall be automatically cancelled as of 4:00 p.m. London time upon such revocation and the Administrator will send an email message to each Participant with a cancelled Purchase Order informing the Participant of such cancellation.

ATTACHMENT A-5

CREATION T+3

The Custodian transfers the relevant amount(s) of Gold from the Participant’s Participant Unallocated Account to the Fund Unallocated Account.

As of 2:00 p.m. London time (usually 9:00 a.m. N.Y. time), the Custodian will notify the Administrator by email and fax of the status of the allocation process, including (i) the amount of Gold transferred to the Fund Unallocated Account from each Participant’s Participant Unallocated Account, separately stated; (ii) the amount of Gold that has been transferred into the Fund Allocated Account from the Fund Unallocated Account, and (iii) the amount of Gold, if any, remaining in the Fund Unallocated Account. In the event there is any need for clarification of the status of the allocation process, the Administrator will telephone the Custodian to obtain such clarification. This notice does not reflect the official transfer record of the Custodian, which is completed as of the conclusion of the Custodian’s Business Day.

[At 9:00 a.m. N.Y. time (usually 2:00 p.m. London time), following receipt of the notice from the Custodian of the status of the allocation process described in item (2) above, the Administrator authorizes the creation and issuance of the Creation Units ordered by each Participant on CREATION T for which the Administrator has received confirmation from the Custodian of receipt of the relevant amount(s) of Gold. If the Custodian, despite using commercially reasonable efforts, is unable to complete the allocation process by such time, the Administrator will issue Creation Units as soon as practical after the Custodian has notified the Administrator by email and fax that is has completed the allocation of Gold to the Fund Unallocated Account in the relevant amount(s). The creation and issuance of Creation Units will occur through the DTC system known as “Deposit and Withdrawal at Custodian” or “DWAC”.]

[Redemption Process Follows on Next Page]

ATTACHMENT A-6

REDEMPTION PROCESS

An order to redeem one or more Creation Units placed by a Participant with the Administrator between 4:00 and 5:30 p.m. N.Y. time on a Business Day (such day, “REDEMPTION T-1”) results in the following taking place by 11:00 a.m. N.Y. time (usually 4:00 p.m. London time) on REDEMPTION T+3:

•

Transfer to the Administrator’s account at DTC and the subsequent cancellation of the relevant number of the Participant’s Creation Units; and

•

Transfer to the Participant by credit to the Participant’s Participant Unallocated Account of Gold and cash, if any, in the relevant amount(s) corresponding to the Creation Units delivered for redemption (the “Redemption Distribution”).

REDEMPTION PROCEDURES

REDEMPTION T-1 (REDEMPTION ORDER SUBMISSION DATE)

The Participant submitting an order to redeem shall submit such orders containing the information required to the Administrator by the Cut-Off time (5:30pm N.Y. Time) in the following manner: (a) through the BNYM ETF Center Interface (electronic order entry system portal), as such may be made available and constituted from time to time, the use of which shall be subject to the terms and conditions of the Electronic Services Agreement incorporated herein by reference , or (b) by telephone to the BNYM ETF Order Desk Administrator, followed up with the faxed order form (within 15 minutes of the verbal phone order) according to the procedures set forth below.

The order so transmitted (either orally and in writing, or electronic form) is hereinafter referred to as the “Submission” or the “Redemption Order” as applicable, and the Business Day on which a Submission is made is hereinafter referred to as the “Transmittal Date”.

1.a

Orders submitted through the BNYM ETF Center Interface: an Authorized Person of the Participant logs on the BNYM ETF Center Interface and places a Redemption Order. Each Order is given an order number (an “Order Number”).

1.b

Orders submitted by phone: an Authorized Person of the Participant must telephone the BNYM ETF Order Desk Administrator at (718) 315-7500 or other number that BNYM designates in writing to the Participant. This telephone call must be made by an Authorized Person of the Participant and answered by the BNYM ETF Order Desk before the established cut-off time of the Fund(s) ( Eastern Standard Time “Listing Exchange Closing Time or Order Cutoff Time,” as applicable). Upon verifying the authenticity of the Participant (as determined by the use of the appropriate PIN Number), the BNYM ETF Order Desk Administrator will request that the Participant place the Redemption

ATTACHMENT A-7

Order. To do so, the Participant must provide the appropriate ticker symbols when referring to each Fund. After the Participant has placed the Redemption Order, the BNYM ETF Order Desk Administrator will read the Purchase Order back to the Participant. The Participant then must confirm that the Redemption Order has been taken correctly by the BNYM ETF Order Desk Administrator. If the Participant confirms that the Redemption Order has been taken correctly, the BNYM ETF Order Desk Administrator will issue an order number (an “Order Number”) to the Participant.

If the Administrator has not received the Redemption Order Form from the Participant within 15 minutes after the Administrator receives the phone call from the Participant referenced in item (1.b) above, the Administrator places a phone call to the Participant to enquire about the status of the Order. If the Participant does not fax the Redemption Order Form to the Administrator within 15 minutes after the Administrator’s phone call, the Participant’s Order is cancelled. The Administrator will then notify the Participant that the Order has been cancelled via telephone call.

REDEMPTION T (REDEMPTION ORDER EXECUTION DATE)

1.a

Based on the Redemption Orders placed with it on REDEMPTION T-1, by 12:00 p.m. N.Y. time, the Administrator indicates the amount of Gold and cash, if any, to be delivered in the Redemption Distribution, and provides details of the method of payment required for the Transaction Fee and the cash portion, if any, of the Redemption Distribution.

REDEMPTION T+1 (REDEMPTION ORDER CONFIRMATION DATE)

By the close of business (usually 5:00 p.m. N.Y. time), each Participant redeeming Creation Units on REDEMPTION T+3 sends an authenticated electronic message (Swift MT605) to HSBC Bank plc, identifying that Participant’s Participant Unallocated Account into which Gold, in the relevant amount(s), is to be received on REDEMPTION T+3.

By 10:00 p.m. N.Y. time, the Administrator sends an authenticated electronic message (SWIFT MT699) containing instructions to the Custodian to transfer on REDEMPTION T+3 from the Fund Allocated Account to the Fund Unallocated Account (“deallocate”) the total amount of Gold required to settle the Redemption Orders received by the Administrator on REDEMPTION T. If the Administrator

ATTACHMENT A-8

rejects a Redemption Order pursuant to the Trust’s Declaration of Trust or the Participant Agreement after the foregoing message is sent, the Administrator will notify the Custodian of such rejection, identifying the Participant whose Redemption Order was rejected and the number of ounces of Gold contained in the rejected Redemption Order.

REDEMPTION T+3

Between 9:00 a.m. London time and 1:00 p.m. London time, the Custodian deallocates Gold in the amount(s) specified in the Administrator’s instructions sent on REDEMPTION T.

By 10:00 a.m. N.Y. time, the Participant delivers free to the Administrator’s Participant account at DTC (#2209) the Creation Units to be redeemed.

If the Administrator does not receive from a redeeming Participant all Shares comprising the Creation Units being redeemed by 9:00 a.m. N.Y. time, the Administrator will (i) settle the Redemption Order to the extent of whole Creation Units received from the Participant and (ii) keep the redeeming Participant’s Redemption Order open until 9:00 a.m. N.Y. time on the following Business Day (REDEMPTION T+4) as to the balance of the Redemption Order (such balance, the “Suspended Redemption Order”). For each day (whether or not a Business Day) the Redemption Order is held open, the Participant will be charged by the Administrator the greater of $300 or $30 times the number of Creation Units included in the Suspended Redemption Order.

By 10:00 a.m. New York time (usually 3:00 p.m. London time), the Administrator sends an authenticated electronic message (Swift MT699) to the Custodian directing the Custodian to transfer Gold in the relevant amount from the Fund Unallocated Account to the Participant Unallocated Account. When London is, and New York is not, on daylight savings time, such message must be received by the Custodian no later than 3:30 p.m. London time. The Custodian will make reasonable commercial efforts to allocate Gold remaining in the Fund Unallocated Account after this transfer to the Fund Allocated Account by the close of business in London, in accordance with the standing instruction in the Trust Custody Agreements.

By close of business in New York (usually 6:30 p.m. N.Y. time), the Administrator sends an authenticated electronic message (Swift MT699) containing instructions to the Custodian to transfer the total amount of Gold involved in that day’s Suspended Redemption Order(s) from the Fund Allocated Account to the Fund Unallocated Account by 9:00 a.m. N.Y. time (usually 2:00 p.m. London time) the following Business Day. This amount will be in addition to any amount being transferred pursuant to an existing instruction to deallocate in respect of redemptions settling in the normal schedule, for which the following day will be REDEMPTION T+3.

By the close of business in New York (usually [6:30] p.m. N.Y. time), each Participant redeeming Creation Units on REDEMPTION T+4 with respect to a Suspended Redemption Order sends an authenticated electronic message (Swift MT699) to HSBC plc, identifying that Participant’s Participant Unallocated Account into which Gold, in the relevant amount(s), is to be received on REDEMPTION T+4.

ATTACHMENT A-9

REDEMPTION T+4

By 10:00 a.m. N.Y. time (usually 2:00 p.m. London time), the redeeming Participant must deliver free to the Administrator’s Participant account at DTC (#2209) the Creation Unit(s) comprising the Suspended Redemption Order. The Administrator will settle the Suspended Redemption Order to the extent of whole Creation Units received. Any balance of the Suspended Redemption Order will be cancelled.

The sequence of instructions and events related to the settlement of the Suspended Redemption Order on REDEMPTION T+4 will be made in the manner provided for a Redemption Order under REDEMPTION T+3.

* * * *

ATTACHMENT A-10

FORM OF

WORLD CURRENCY GOLD TRUST

PARTICIPANT AGREEMENT

ATTACHMENT B

HSBC BANK PLC

and

[NAME OF PARTICIPANT]

WORLD CURRENCY GOLD TRUST

PARTICIPANT UNALLOCATED BULLION ACCOUNT AGREEMENT

THIS AGREEMENT (“Agreement”) is made on [date] BETWEEN

(1)	HSBC BANK PLC, a company incorporated under the laws of England and Wales, whose principal place of business is at 8 Canada Square, London E14 5HQ (“WE” or “US”); and

(2)	[NAME OF PARTICIPANT] a company incorporated under the laws of [ ], whose [registered office][principal place of business] is at [ ] (“YOU”).

INTRODUCTION

We have agreed to open and maintain for you an Unallocated Account (defined below) in connection with your being a Participant with respect to the World Currency Gold Trust (the “Trust”), a Delaware statutory trust organized in series (each, a “Fund” and together, the “Funds”), and to provide other services to you in connection with the Unallocated Account. This agreement sets out the terms under which we will provide those services to you and the arrangements which will apply in connection with those services.

IT IS AGREED AS FOLLOWS:

1.	INTERPRETATION

1.1

DEFINITIONS: In this agreement:

“ACCOUNT BALANCE” means the balance from time to time standing to your credit in your Unallocated Account.

ATTACHMENT B-1

“ADMINISTRATOR” means BNY Mellon Asset Servicing, a division of The Bank of New York Mellon.

“AVAILABILITY DATE” means the Business Day on which you wish to transfer Precious Metal to us for deposit into the Unallocated Account.

“BULLION” means the Precious Metal standing to your credit in your Unallocated Account.

“BUSINESS DAY” means any day the Exchange is open for business and the Trust accepts creation and redemption orders for Creation Baskets.

“Creation Basket” means a block of 10,000 Shares or more or such other amount as established from time to time by the Sponsor.

“DTC” means the Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC will act as the securities depository for the Shares.

“EXCHANGE” means the primary exchange or other securities market on which the Shares of a Fund are listed for trading.

“FUND UNALLOCATED ACCOUNT” means the unallocated Gold account of the Trust established by us on behalf of a Fund.

“GOLD” means gold bullion meeting the London Good Delivery Standards.

“LBMA Gold Price” means the price per troy ounce of gold for delivery in London through a member of the LBMA stated in USDs and set via an electronic auction process run twice daily at 10:30 a.m. and 3:00 p.m. London time each Business Day as calculated and administered by the ICE Benchmark Administration Limited (“IBA”), an independent specialist benchmark administrator who provides the price platform, methodology and overall administration and governance for the LBMA Gold Price.

“LBMA Gold Price AM” means the price of an ounce of gold as fixed by the IBA on or about 10:30 a.m. London time.

“LBMA Gold Price PM” means the price of an ounce of gold as fixed by the IBA on or about 3:00 p.m. London time.

“LBMA” means The London Bullion Market Association or its successors.

ATTACHMENT B-2

“LONDON GOOD DELIVERY” has the meaning assigned in the Good Delivery Rules for Gold and Silver Bars contained in the rules promulgated by the LBMA.

“PARTICIPANT” means a person who (1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) is a participant in DTC, (3) has entered into a Participant Agreement and (4) has established a Participant Unallocated Account with us. Only Participants may place orders to create or redeem one or more Creation Units.

“PARTICIPANT AGREEMENT” means that certain Participant Agreement in effect from time to time between you, the Sponsor and the Administrator with respect to a Fund which provides the procedures for the creation and redemption of Creation Baskets and for the delivery of the Gold and cash, if any, required for such creations and redemptions.

“POINT OF DELIVERY” means such date and time that the recipient or its agent acknowledges in written form its receipt of delivery of Precious Metal.

“PRECIOUS METAL” means gold.

“RULES” means the rules, regulations, practices and customs of the LBMA (including the rules of the LBMA as to good delivery), the Bank of England and such other regulatory authority or body as shall affect the activities contemplated by this agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“SHARE” means each unit of fractional undivided beneficial interest in and ownership of a Fund which are issued by the World Currency Gold Trust.

“SPONSOR” means WGC USA Asset Management, LLC.

“TRUSTEE” means Delaware Trust Company.

“UNALLOCATED ACCOUNT” means the account maintained by us in your name on an Unallocated Basis pursuant to this agreement.

“UNALLOCATED BASIS” means, with respect to a Precious Metal account maintained with us, that the person in whose name the account is held is entitled to call on us to deliver in accordance with the Rules an amount of Precious Metal equal to the amount of Precious Metal standing to the credit of the person’s account but has no ownership interest in any Precious Metal that we own or hold.

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

ATTACHMENT B-3

“WITHDRAWAL DATE” means the Business Day on which you wish to withdraw Precious Metal from your Unallocated Account.

1.2

HEADINGS: The headings in this agreement do not affect its interpretation.

1.3

SINGULAR AND PLURAL; OTHER USAGES: References to the singular include the plural and vice versa. A reference to “A or B” means “A or B or both A and B”. “Including” means “including but not limited to”.

2.	UNALLOCATED ACCOUNTS

2.1

OPENING UNALLOCATED ACCOUNT: We shall open and maintain an Unallocated Account for you under this Agreement solely in respect of Bullion to be transferred between you and the Funds or withdrawn in accordance with clause 4.

2.2

DENOMINATION OF UNALLOCATED ACCOUNT: The Unallocated Account shall evidence and record the amount of Bullion standing to your credit therein, and increases and decreases to that amount. The Unallocated Account shall be denominated in fine ounces of gold to three decimal places.

2.3

REPORTS: We will provide you with monthly statements of your Account Balance and debit and credit advices will be sent to you following each deposit into and withdrawal from the Unallocated Accounts.

2.4

REVERSAL OF ENTRIES: We at all times reserve the right to reverse any provisional or erroneous entries to your Unallocated Account with effect back-valued to the date upon which the final or correct entry (or no entry) should have been made.

DEPOSITS

3.1

PROCEDURE: You may at any time notify us of your intention to deposit Precious Metal in your Unallocated Account. A deposit may be made (in the manner and accompanied by such documentation as we may require) only by transfer from an account of yours relating to the same kind of Precious Metal and having the same denomination as that to which this Unallocated Account relates. We will not accept physical delivery of Precious Metal into this account.

3.2

NOTICE REQUIREMENTS: Any notice relating to a deposit of Precious Metal must be in writing and:

(a)

be received by us no later than 2:00 p.m. (London time) on the Availability Date unless otherwise agreed;

(b)

specify the details of the account from which the Precious Metal will be transferred; and

(c)

specify the amount (in the appropriate denomination) of the Precious Metal to be credited to the Unallocated Account, the Availability Date and any other information which we may from time to time require.

ATTACHMENT B-4

3.3

TIMING: A deposit of Precious Metal will not be credited to an Unallocated Account until an account of ours with any bank, broker or other firm has been credited with an amount of Precious Metal equal to the amount of such deposit.

3.4

RIGHT TO REFUSE PRECIOUS METAL OR AMEND PROCEDURE: We may refuse to accept Precious Metal, amend the procedure in relation to the deposit of Precious Metal or impose such additional procedures in relation to the deposit of Precious Metal as we may from time to time consider appropriate. Any such refusal, amendment or additional procedures will be promptly notified to you.

4.	WITHDRAWALS

4.1

PROCEDURE: You may at any time notify us of your intention to withdraw Precious Metal standing to the credit of your Unallocated Account. We will transfer Bullion from your Unallocated Account only at such times and on such terms as specified in your instructions to us. A withdrawal may be made (in the manner and accompanied by such documentation as we may require) by:

(a)

transfer to an account of yours relating to the same kind of Precious Metal and having the same denomination as that to which the Unallocated Account relates; or

(b)

the collection by you of Precious Metal from us at our vault premises, or as we may direct, at your expense and risk; or

(c)

by delivery of Precious Metal to you at such location as you direct, at your expense and risk; or

(d)

transfer to the Fund Unallocated Account.

Any Precious Metal made available to you pursuant to clause 4.1(b) or (c) will be in a form which complies with the Rules or in such other form as may be agreed between us. We are entitled to select the Precious Metal to be made available to you pursuant to clause 4.1(b) or (c) which in all cases will comprise one or more whole bars selected by us (or other form as agreed), the combined fine weight of which will not exceed the number of fine ounces of Bullion you have instructed us to withdraw. In connection with any withdrawal pursuant to clause 4.1(d) you must have sufficient Precious Metal in the Unallocated Account by 4:00 p.m. (London time) on the day before the Withdrawal Date to permit us to complete the withdrawal. Anything in this agreement to the contrary notwithstanding, and without limiting your right to withdraw Bullion, we shall not be obliged to effect any requested delivery if, in our reasonable opinion, this would cause us or our

ATTACHMENT B-5

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. When pursuant to your instruction Bullion is physically withdrawn from your Unallocated Account, all right, title, risk and interest in and to the Bullion withdrawn shall pass to you at the Point of Delivery.

4.2

NOTICE AND INSTRUCTION REQUIREMENTS: Any notice or instruction relating to a withdrawal of Precious Metal must be in writing and specify the amount (in the appropriate denomination) of the Precious Metal to be debited to the Unallocated Account, the Withdrawal Date and any other information which we may from time to time require. The following rules determine when we must receive your notice or instruction to withdraw Precious Metal:

(a)

if the notice or instruction relates to a withdrawal pursuant to clause 4.1(d) to effect a transfer of Precious Metal to the Fund Unallocated Account in accordance with the Participant Agreement, it must received by us no later than 9:00 a.m. (London time) not less than two Business Days prior to the Withdrawal Date and specify the details of the Fund Unallocated Account to which the Precious Metal is to be transferred;

(b)

if the notice or instruction relates to a withdrawal pursuant to clause 4.1(a), it must be received by us no later than 2:00 p.m. (London time) on the Withdrawal Date unless otherwise agreed and must specify the details of the account to which the Precious Metal is to be transferred; and

(c)

if the notice or instruction relates to a withdrawal pursuant to clause 4.1(b) or (c), it must be received by us no later than 11:30 a.m. (London time) 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 Precious Metal from us or the identity of the person to whom delivery is to be made, as the case may be.

4.3

RIGHT TO AMEND PROCEDURE: We may amend the procedure for the withdrawal of Precious Metal from an Unallocated Account or impose such additional procedures as we may from time to time consider appropriate. Any such amendments or additional procedures will be promptly notified to you.

4.4

DELIVERY OBLIGATIONS: Unless otherwise instructed, we shall make transportation and insurance arrangements in accordance with our usual practice. Where instructions are given, we shall use all reasonable efforts to comply with the same. We shall not be obliged to effect any requested delivery if, in our reasonable opinion, this would cause us or our 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 your account.

ATTACHMENT B-6

4.5

PHYSICAL WITHDRAWAL OF ENTIRE UNALLOCATED ACCOUNT BALANCE: If, when you notify us in connection with a physical withdrawal of Bullion from your Unallocated Account under clause 4.4 that you are withdrawing the entire balance in your Unallocated Account (or when a physical withdrawal under clause 4.4 would, in our determination, result in the entire balance in your Unallocated Account being withdrawn), the physical withdrawal instruction may not be effected by our selection of one or more whole bars of Bullion the combined fine weight of which does not exceed the balance of your Unallocated Account that you are withdrawing, then we will make available to you in accordance with clause 4.4 the number of whole bars that can be accommodated under your instruction. If you have another Unallocated Account with us relating to Precious Metal, we will transfer the remainder of the balance to that account, and if you do not have another Unallocated Account with us, we will purchase for cash the remainder of the Bullion in your Unallocated Account based on the LBMA Gold Price AM on the date you are withdrawing the Bullion physically, or if there is no LBMA Gold Price AM for such date, then the LBMA Gold Price AM for the next Business Day.

5.	INSTRUCTIONS

5.1

YOUR REPRESENTATIVES: You shall notify us promptly in writing of the names of the people who are authorised to give instructions on your behalf. Until we receive written notice to the contrary, we are entitled to assume that any of those people have full and unrestricted power to give us instructions on your behalf. We are 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

AMENDMENTS: Once given, instructions continue in full force and effect until they are cancelled, amended or superseded. We must receive an instruction cancelling, amending or superseding a prior instruction before the time the prior instruction is acted upon. Any such instructions shall have effect only after actual receipt by us.

5.3

UNCLEAR OR AMBIGUOUS INSTRUCTIONS: If, in our opinion, any instructions are unclear or ambiguous, we will use reasonable endeavours (taking into account any relevant time constraints) to obtain clarification of those instructions but, failing that, we may in our absolute discretion and without any liability on our part, act upon what we believe 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 our satisfaction.

5.4

REFUSAL TO EXECUTE: We reserve the right to refuse to execute instructions if in our opinion they are or may be contrary to the Rules or any applicable law.

5.5

REVOCATION OF INSTRUCTIONS: If, in connection with an instruction to effect a withdrawal pursuant to clause 4.1(d), by 4:00 p.m. (London time) on the day before the Withdrawal Date either (i) the amount of Precious Metal specified

ATTACHMENT B-7

in your instruction does not agree with the amount of Precious Metal specified in the advice provided by the Administrator with regard to the receipt of Precious Metal in the Fund Unallocated Account or (ii) sufficient Precious Metal to permit us to complete the withdrawal is not credited to your Unallocated Account, your instruction will be automatically revoked. We will notify you of the revocation of your instruction.

6.	CONFIDENTIALITY

6.1

DISCLOSURE TO OTHERS: Subject to clause 6.2, each party shall respect the confidentiality of information acquired under this agreement and neither will, without the consent of the other, disclose to any other person any information acquired under this agreement.

6.2

PERMITTED DISCLOSURES: Each party accepts that from time to time the other party may be required by law or the Rules, or requested by a government department or agency, fiscal body or regulatory authority, to disclose information acquired under this agreement. In addition, the disclosure of such information may be required by a party’s auditors, by its legal or other advisors or by a company which is in the same group of companies as a party (eg. a subsidiary or holding company of a party). Each party irrevocably authorises the other to make such disclosures without further reference to such party. In connection with a notice or instruction you give to us to effect to withdraw and transfer Precious Metal to the Fund Unallocated Account in accordance with the Participant Agreement, you hereby authorize us to disclose to the Administrator of the Trust or its agents (i) such information about your Unallocated Account that the Administrator or its agents may reasonably request, including information about your Account Balance and instructions you have given for the deposit or withdrawal of Precious Metal in relation to your Unallocated Account, and (ii) information about any revocation of instructions under clause 5.5 above.

7.	REPRESENTATIONS

7.1

YOUR REPRESENTATIONS: Upon execution of this agreement and with each notice or instruction that you give hereunder you represent and warrant and covenant to us that:

(a)

you have all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to enable you lawfully to enter into and perform your duties and obligations under this agreement;

(b)

you are a Participant and are not in breach of the Participant Agreement;

(c)

you are in compliance with the money laundering and related provisions of (i) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act)

ATTACHMENT B-8

Act of 2001 enacted by the United States of America, and the regulations promulgated thereunder, if you are subject to the requirements of the USA PATRIOT Act, and (ii) such other laws to which you are subject;

(d)

the persons entering into this agreement on your behalf have been duly authorised to do so; and

(e)

this agreement and the obligations created under it are binding upon you and enforceable against you 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 you are bound.

8.	FEES AND EXPENSES

8.1

FEES: You will pay us such fees as we from time to time determine and notify to you, but we will not charge you any fees in connection with your Unallocated Account pursuant to this Agreement while (i) this account is used solely to effect transfers of Bullion between you and the Fund Unallocated Account and (ii) we (or another member of an affiliated group of which we are a member) are receiving compensation from the Trust for maintaining the Fund Unallocated Account.

8.2

EXPENSES: You must pay us on demand all costs, charges and expenses (including any relevant taxes, duties and legal fees) incurred by us in connection with the performance of our duties and obligations under this agreement or otherwise in connection with your Unallocated Account (including delivery, collection and storage costs).

8.3

CREDIT BALANCES: No interest or other amount will be paid by us on any credit balance on your Unallocated Account.

8.4

DEBIT BALANCES: You are not entitled to overdraw your Unallocated Account except to the extent that we otherwise agree in writing. In the absence of such agreement, we shall not be obliged to carry out any instruction of yours which will cause your Unallocated Account to be overdrawn. If for any reason your Unallocated Account is overdrawn, you will be required to pay us interest on the debit balance at the rate agreed between us or, if no such agreement exists, at such rate as we determine to be appropriate. The amount of the overdraft and any accrued interest will be repayable by you on our demand. Your obligation to pay interest to us will continue until the overdraft is repaid by you in full. Our books and records shall be conclusive as to the balance at any time standing to your credit in your Unallocated Account.

8.5

DEFAULT INTEREST: If you fail to pay us any amount when it is due, we reserve the right to charge you interest (both before and after any judgement) on any such unpaid amount calculated at a rate equal to 1% above the overnight London Interbank Offered Rate (LIBOR) for the currency in which the amount is

ATTACHMENT B-9

due. Both overdraft and default interest will accrue on a daily basis and will be due and payable by you as a separate debt. In the event of any inconsistency between this agreement and an overdraft facility agreement between you and us, the terms of the overdraft facility shall govern.

9.	SCOPE OF RESPONSIBILITY

9.1

EXCLUSION OF LIABILITY: We will use reasonable care in the performance of our duties under this agreement but will not be responsible in contract, tort or otherwise, for any direct or indirect or consequential damage, loss or expense suffered or incurred by you arising directly or indirectly as a result of, or in connection with, this agreement (including, without limitation, economic loss, loss of profit, loss of anticipated savings or loss of goodwill) even if advised of the likelihood of such losses arising, save for any loss or damage suffered by you as a direct result of any gross negligence, fraud or wilful default on our part in the performance of our duties under this agreement, and in which case, our liability will not exceed the market value of the Account Balance at the time such gross negligence, fraud or wilful default is discovered by us. The value of the Account Balance shall be determined on any day using the LBMA Gold Price AM.

9.2

NO DUTY OR OBLIGATION: We are under no duty or obligation to make or take any special arrangements or precautions beyond those required by the Rules or as specifically set forth in this agreement.

9.3

FORCE MAJEURE: We shall not be liable to you for any delay in performance, or for the non-performance of any of our obligations under this agreement by reason of any cause beyond our reasonable control. This includes any act of God or war or terrorism, any breakdown, malfunction or failure of transmission in connection with or other unavailability of any wire, communication or computer facilities, any transport, port, or airport disruption, industrial action, acts and regulations and rules of any governmental or supra national bodies or authorities or regulatory or self-regulatory organisations or failure of any such body, authority, or organisation for any reason, to perform its obligations.

9.4

INDEMNITY: You shall indemnify and keep us and each of our directors, shareholders, officers, employees, agents, affiliates (as such term is defined in Regulation S-X adopted by the United States Securities and Exchange Commission under the United States federal Securities Act of 1933, as amended) and subsidiaries (us and each such person a “Custodian Indemnified Person” for purposes of this clause 9.4) indemnified (on an after tax basis) on demand against all costs and expenses, damages, liabilities and losses which any such Custodian Indemnified Person may suffer or incur, directly or indirectly in connection with this agreement except to the extent that such sums are due directly to our gross negligence, wilful default or fraud or that of the Custodian Indemnified Person. The indemnity provided by this clause 9.4 shall survive termination of this agreement.

ATTACHMENT B-10

9.5

THIRD PARTIES: You are our sole customer under this agreement and we do not owe any duty or obligation or have any liability towards any person who is not a party to this agreement. This agreement does not confer a benefit on any person who is not a party to it other than the persons named as a Custodian Indemnified Person. 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 (except that each Custodian Indemnified Person may directly enforce the indemnity provision under clause 9.4) and do intend that except as so provided, the Contracts (Rights of Third Parties) 1999 Act (Eng.) shall not apply to this agreement.

10.	TERMINATION

10.1

METHOD: This agreement shall terminate immediately upon the earlier of (i) your termination as a Participant with respect to the Trust pursuant to the Participant Agreement or otherwise, or (ii) termination of the Trust. In addition, either party may terminate this agreement by giving not less than 10 Business Days’ written notice to the other party. Any such notice given by you must specify:

(a)

the date on which the termination will take effect;

(b)

the person to whom any Account Balance which is a credit balance is to be transferred; and

(c)

all other necessary arrangements for the transfer or repayment, as the case may be, of the Account Balance.

10.2

REDELIVERY ARRANGEMENTS: If you do not make arrangements acceptable to us for the transfer or repayment, as the case may be, of any Account Balance we may continue to maintain this Unallocated Account, in which case we will continue to charge the fees and expenses payable under clause 8. If you have not made arrangements acceptable to us for the transfer or repayment of any Account Balance within six (6) months of the date specified in the termination notice as the date on which the termination will take effect, we will be entitled to close the Unallocated Account and account to you for the proceeds after deducting any amounts due to us under this agreement.

10.3

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.

11.	VALUE ADDED TAX

11.1

VAT EXCLUSIVE: All sums payable under this agreement by you to us shall be deemed to be exclusive of VAT.

ATTACHMENT B-11

11.2

SUPPLIES: Where pursuant to or in connection with this agreement, we make a supply to you for VAT purposes and VAT is or becomes chargeable on such supply, you shall on demand pay to us (in addition to any other consideration for such supply) a sum equal to the amount of such VAT and we shall on receipt of such payment provide you with an invoice or receipt in such form and within such period as may be prescribed by applicable law.

11.3

DEEMED SUPPLIES: Where, pursuant to or in connection with this agreement, we are deemed or treated by applicable law or the practice from time to time of the relevant fiscal authority to make a supply for VAT purposes to any person by virtue of our or any custodian for us relinquishing physical control of any Precious Metal, and VAT is or becomes chargeable on such supply, you shall on demand pay to us a sum equal to the amount of such VAT and we shall on receipt of such payment provide an invoice or receipt in such form and within such period as may be prescribed by applicable law to the person to which we are deemed or treated to make such supply.

12.

NOTICES

12.1

FORM: Subject to clause 12.5, any notice, notification, instruction or other communication under or in connection with this agreement shall be given in writing. References to writing include electronic transmissions that are of the kind specified in clause 12.2.

12.2

METHOD OF TRANSMISSION: With the exception of monthly statements in respect of the Unallocated Account, any notice, notification, instruction or other communication required to be in writing may be delivered personally or sent by first class post, pre-paid recorded delivery (or air mail if overseas), authenticated electronic transmission (including tested telex and authenticated SWIFT) or such other electronic transmission as the parties may from time to time agree, to the party due to receive the notice, instruction or communication, at its address, number or destination set out in this agreement or another address, number or destination specified by that party by written notice to the other.

12.3

DEEMED RECEIPT ON NOTICE: A notice, notification, instruction, or other communication under or in connection with this agreement will be deemed received only if actually received or delivered.

12.4

RECORDING OF CALLS: We may record telephone conversations without use of a warning tone. Such recordings will be our sole property and, if acted upon by us, will be accepted by you as evidence of the orders or instructions given.

12.5

INSTRUCTIONS RELATING TO BULLION: All notices, notifications, instructions and other communications relating to the movement of Bullion in relation to your Unallocated Account shall be by way of authenticated electronic transmission (including tested telex and authenticated SWIFT), and shall be addressed to:

Precious Metals Operations

HSBC Bank plc

8 Canada Square

London E14 5HQ

ATTACHMENT B-12

13.

GENERAL

13.1

NO INTEREST IN THE TRUST OR ANY FUND IS CONFERRED HEREBY: You acknowledge that you do not acquire any ownership of Shares or interest in the Trust, a Fund, or any Fund assets or its assets by establishing an Unallocated Account pursuant to this Agreement, by delivering to the Unallocated Account established hereby an amount of Precious Metal, or by giving any instruction hereunder. You acknowledge that you will acquire ownership of Shares or an interest in the Trust, a Fund, or any Fund or any Fund assets only upon the issuance to you of Shares. Neither Sponsor nor the Administrator of the Trust shall, individually or as Sponsor or Administrator of the Trust, have any liability for loss or damages suffered by you with respect to your Unallocated Account or any Bullion held for you pursuant to this Agreement.

13.2

NO ADVICE: Our duties and obligations under this agreement do not include providing you with investment advice. In asking us to open and maintain the Unallocated Account, you do so in reliance upon your own judgement and we do not and shall not owe to you any duty to exercise any judgement on your behalf as to the merits or suitability of any transaction you make in relation to the Unallocated Account or otherwise, including (i) any deposits into, or withdrawals from, your Unallocated Account, (ii) any transactions to be effected in accordance with the Participant Agreement, or (iii) the acquisition or disposition of Precious Metal.

13.3

RIGHTS AND REMEDIES: Our rights under this agreement are in addition to, and independent of, any other rights which we may have at any time in relation to your Unallocated Account and any lien or other rights we may have to set-off, combine or consolidate any of your accounts.

13.4

ASSIGNMENT: This agreement is for the benefit of and binding upon us both and our respective successors and assigns. You may not assign, transfer or encumber, or purport to assign, transfer or encumber, your right, title or interest in relation to your Unallocated Account or any right or obligation under this agreement unless we otherwise agree in writing.

13.5

AMENDMENTS: Any amendment to this agreement must be agreed in writing and be signed by us both. Unless otherwise agreed, an amendment will not affect any legal rights or obligations which may already have arisen.

13.6

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

ATTACHMENT B-13

13.7

ENTIRE AGREEMENT: This document, with the exception of any representations made fraudulently, represents the entire agreement, and supersedes and replaces any previous agreement between us relating to the establishment of a Gold account to be maintained on an Unallocated Basis for you as a Participant in connection with the Trust.

13.8

JOINT AND SEVERAL LIABILITY: If there is more than one of you, your responsibilities under this agreement apply to each of you individually as well as jointly.

13.9

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.

13.10

BUSINESS DAYS: If any obligation of either you or us falls due to be performed on a day which is not a Business Day in respect of the Unallocated Account in question, then the relevant obligations shall be performed on the next succeeding Business Day applicable to such account.

14.	GOVERNING LAW AND JURISDICTION

14.1

GOVERNING LAW: [This agreement is governed by, and will be construed in accordance with, English law.]

14.2

JURISDICTION: You agree the English courts 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 you irrevocably submit to the non-exclusive jurisdiction of the English courts.

14.3

WAIVER OF IMMUNITY: To the extent that you may in any jurisdiction claim for yourself or your assets any immunity from suit, judgement, enforcement or otherwise howsoever, you agree not to claim and irrevocably waive any such immunity to which you would otherwise be entitled (whether on grounds of sovereignty or otherwise) to the full extent permitted by the laws of such jurisdiction.

14.4

SERVICE OF PROCESS: If you are situated outside England and Wales, process by which any proceedings in England are begun may be served on you by being delivered to the address specified below. This does not affect our right to serve process in another manner permitted by law.

Your address for service of process

[Participant]

[Address]

[City, State, Postal Code]

Attention: [ ]

ATTACHMENT B-14

EXECUTED by the parties as follows

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

ATTACHMENT B-15

World Currency Gold Trust

Participant Unallocated Bullion Account Agreement


EXECUTED by the parties

Signed on behalf of HSBC BANK PLC by

Signature

Name

Title

Signed on behalf of
[NAME OF PARTICIPANT]
by

Signature

Name

Title

ATTACHMENT B-16

FORM OF

World Currency Gold Trust

PARTICIPANT AGREEMENT

ATTACHMENT C

HSBC Bank plc

Resolution Form - Telefax Instructions


To: HSBC Bank plc
ACCOUNT NAME:

We hereby request and authorize, pursuant to the powers delegated to us by a resolution of the Board of Directors of (the “Company”) (a certified copy of which has been supplied to you), HSBC Bank plc (the “Bank”) to accept and to execute instructions and/or give effect to requests to the Bank to enter into contracts with or on behalf of the Company where such instructions and/or requests are given by facsimile machine (“Telefax”) and purport to come from us acting on behalf of the Company and are honestly believed by the Bank to come from the Company. We agree to mark clearly on any confirmation of any communications by Telefax the words “Confirmation only - Do not duplicate”.

We on behalf of the Company agree, that

(a)	the Bank will be under no duty to challenge or make any enquiries concerning any communication by Telefax which it believes in good faith to be a genuine instruction from an authorized representative of the Company;

(b)

the Company shall assume all risks involved in connection with any communications by Telefax, and in particular (but without prejudice to the generality of the foregoing) risks due to errors in transmission misunderstandings or errors on the part of the Bank regarding the identity of the Company’s authorized representatives or otherwise and that the Bank be discharged from all responsibility in respect thereof;

(c)

the Company shall indemnify the Bank and its directors, officers, employees or agents on demand and shall keep the Bank and its directors, officers, employees or agents on demand indemnified against any loss arising to the Bank in consequence of acting in reliance on any such communication and any actions, proceedings, costs, claims and demands in respect thereof;

(d)	that we will have no claim against the Bank or its directors, officers, employees or agents by reason or account of the Bank or its directors, officers, employees or agents either acting or declining or omitting to act in accordance with any communication by Telefax; and

(e)	the Company shall agree to perform and ratify any contracts entered into by the Bank and/or any action taken by the Bank as a result of such communications made or purporting to be made on behalf of the Company and honestly believed by the Bank to have been made on behalf of the Company.

ATTACHMENT C-1

Such assumption of risk, discharge, indemnity and agreement to perform and ratify shall extend to communications made or purporting to be made by us and/or any other persons now or hereafter nominated from time to time by the Company, such nomination having been duly and properly advised to the Bank and honestly believed by the Bank to have been made on behalf of the Company.

Notwithstanding the foregoing, the Bank may at any time and at its absolute discretion decline to execute any instruction or request given or to accept any offer made by Telefax notwithstanding that at the time of such instruction or request or offer the employee of the Bank receiving such instruction or request may have indicated assent to the same.

This request and authority shall continue in force unless and until expressly revoked by fifteen days’ (or such lesser period as the Bank may accept) written notice delivered to the Bank and signed in a manner complying with the Company’s current mandate.


Signed
for and on behalf of

Signed
for and on behalf of

Date

ATTACHMENT C-2

Exhibit 10.1

HSBC BANK PLC

and

WORLD CURRENCY GOLD TRUST

F ORM OF

A LLOCATED B ULLION A CCOUNT A GREEMENT

THIS AGREEMENT is made as of , 2016.

BETWEEN

(1)	HSBC BANK PLC, a company incorporated in England, whose principal place of business in England is at 8 Canada Square, London E14 5HQ (“ we ” or “ us ”); and

(2)	WORLD CURRENCY GOLD TRUST , a Delaware statutory trust organized in series, having its principal office and place of business at 685 Third Avenue, Suite 2702, New York, NY 10017 (the “ Trust ”).

INTRODUCTION

We have agreed to open and maintain an Allocated Account for each series of the Trust listed on Schedule A hereto (each, a “ Fund ” and together the “ Funds ”) and to provide other services to the Funds in connection with the Allocated Accounts. This Agreement sets out the terms under which we will provide those services to the Trust and the arrangements which will apply in connection with those services and each Fund’s Allocated Account.

IT IS AGREED AS FOLLOWS

1.	INTERPRETATION

1.1

Definitions : In this Agreement:

“ Account Balance ” means, in relation to an Allocated Account, the specific Precious Metal held by us for a Fund as from time to time identified in, and recorded on, the Allocated Account.

“ Agreement” means this Allocated Bullion Account Agreement, as the same may be amended from time to time.

“ Allocated Account ” means, in relation to Precious Metal, the account maintained by us in a Fund’s name recording the amount of, and identifying, the Bullion received and held by us for the Fund on an allocated basis pursuant to this Agreement.

“ Availability Date ” means the Business Day on which a Fund wishes us to credit to the Fund’s Allocated Account an amount of Bullion debited from its Unallocated Account.

“ Bullion ” means the Precious Metal held for a Fund under this Agreement or standing to a Fund’s credit in its Unallocated Account, as the case may be.

be, are authorized to be open for less than a full business day or the London gold market is open for trading for less than a full business day and transaction procedures required to be executed or completed before the close of the business day may not be so executed or completed.

“ LBMA ” means The London Bullion Market Association or its successors.

“ 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.

“ Participant ” means a person who (i) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (ii) is a participant in the Depository Trust Company, (iii) has entered into a Participant Agreement, and (iv) has established a Participant Unallocated Account with us.

“ Participant Agreement ” means an agreement entered into by each Participant with respect to a Fund which provides the procedures for the creation and redemption of Creation Units of the Fund and for the delivery of the Bullion and cash, if any, required for such creations and redemptions.

“ Participant Unallocated Account ” means the Precious Metal account a Participant is required by the Participant Agreement to have maintained by us for such Participant on an Unallocated Basis.

“ Point of Delivery ” means such date and time that the recipient or its agent acknowledges in written form its receipt of delivery of Precious Metal.

“ Precious Metal ” means gold that meets the requirements of “good delivery” under the Rules.

“ Rules ” means the rules, regulations, practices and customs of the LBMA (including the rules of the LBMA as to good delivery), the Financial Services Authority, the Bank of England and such other regulatory authority or body applicable to the activities contemplated by this Agreement, including the activities of any Sub-Custodian.

“ Sponsor ” means WGC USA Asset Management Company, LLC.

“ Sub-Custodian ” means a sub-custodian, agent or depository (including an entity within our corporate group) selected by us to perform any of our duties under this Agreement, including the custody and safekeeping of Bullion.

“ Third Party Unallocated Account ” means a Precious Metal account maintained by us on an Unallocated Basis in the name of a person other than the Trust.

“ Unallocated Account ” means, in relation to Precious Metal, the account maintained by us in a Fund’s name recording the amount of Precious Metal held on an Unallocated Basis

pursuant to the Unallocated Bullion Account Agreement that, in the case of a positive balance, we have a contractual obligation to transfer to the Fund and that, in the case of a negative balance, if so permitted by us, a Fund has a contractual obligation to transfer to us.

“ Unallocated Basis ” means, with respect to a Precious Metal account maintained with us, that the person in whose name the account is held is entitled to delivery in accordance with the Rules of an amount of Precious Metal equal to the amount of Precious Metal standing to the credit of the person’s account but has no ownership interest in any Precious Metal that we own or hold.

“ Unallocated Bullion Account Agreement ” means that certain Unallocated Bullion Account Agreement between the Trust and us dated as of the date of this Agreement, as amended and/or restated from time to time.

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

“ Withdrawal Date ” means the Business Day on which a Fund wishes to withdraw Bullion from the Fund’s Allocated Account.

1.2

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

1.3

Singular and plural ; other usages :

(a)

References to the singular include the plural and vice versa.

(b)

“A or B” means “A or B or both.”

(c)

“Including” means “including but not limited to.”

2.	ALLOCATED ACCOUNT

2.1

Opening the Allocated Account : We shall open and maintain the Allocated Account for each Fund in respect of Bullion, and we shall hold the Bullion in the Allocated Account on an allocated basis pursuant to this Agreement.

2.2

Deposits and withdrawals : The Allocated Account shall evidence and record the holdings of Bullion in, and the movements of Bullion into and out of, the Allocated Account.

2.3

Denomination of the Allocated Account : The Precious Metal recorded in the Allocated Account shall be denominated in fine ounces of gold to three decimal places.

2.4

Reports :

(a)

For each Business Day, by no later than the following Business Day, we will transmit to a Fund by authenticated SWIFT message(s) information showing the movement of Bullion into and out of the Fund’s Allocated Account, and identifying separately each transaction and the Business Day on which it occurred. In addition, we will provide a Fund such information about the movement of Bullion into and out of the Fund’s Allocated Account on a same-day basis at such other times and in such other form as a Fund and we shall agree. In the case of any difference between the information provided by authenticated SWIFT message and the information we provide to a Fund pursuant to the immediately preceding sentence, the SWIFT message will be controlling, and we shall not be liable for a Fund’s or any third party’s reliance on the information we provide to the Fund by means other than SWIFT message.

(b)

For each calendar month, we will provide each Fund within a reasonable time after the end of the month a statement of account for the Fund’s Allocated Account, accompanied by one or more weight lists in respect of the Bullion in the Fund’s Allocated Account as of the last Business Day of the calendar month, containing information sufficient to identify each bar of Bullion held in the Fund’s Allocated Account and the party having physical possession thereof. We also will provide each Fund additional weight lists in respect of the Bullion in the Fund’s Allocated Account from time to time upon the Fund’s request, but only on the condition that the Fund may not request weight lists as a way to obtain them routinely on a more frequent basis than the monthly basis on which we are undertaking to provide them. Each weight list shall include information sufficient to identify each bar of Bullion held by any Sub-Custodian or any sub-custodian of a Sub-Custodian.

(c)

We will maintain a secure website, whereby the Trust, on behalf of each Fund, shall have access to the list of all bars of Bullion in the Fund’s Allocated Account, which list shall be updated at least daily and include the following information for each bar of Bullion: (i) relevant vault location, (ii) gross weight, (iii) fineness, (iv) serial identification number, (v) size, (vi) fine ounces, and (vii) applicable refinery name.

2.5

Reversal of entries : In order to maintain the accuracy of our books and records, but without limiting our responsibilities or liability under this Agreement, we shall reverse or amend any entries to a Fund’s Allocated Account to correct errors that we discover or of which we are notified with, if we deem it necessary, effect back-valued to the date upon which the correct entry (or no entry) should have been made. Without limiting the foregoing, if Bullion delivered to a Fund’s Allocated Account upon withdrawal from a Fund’s Unallocated Account is determined to be of a fineness or weight different from the fineness or weight we have reported to the Fund, (i) we shall debit the Fund’s Allocated Account and credit the Fund’s Unallocated Account with the requisite amount of Bullion if the determination reduces the total fine ounces of Bullion that should have been credited to the Fund’s Allocated Account, and (ii) we shall credit the Fund’s Allocated Account and debit the Fund’s Unallocated Account with the requisite amount of Bullion if the determination increases the total fine ounces of Bullion that should have been credited to the Fund’s Allocated Account.

2.6

Access : Upon reasonable prior written notice, we will, during our normal business hours, allow a Fund’s or the Sponsor’s representatives, not more than twice during any calendar year, and a Fund’s independent public accountants, in connection with their audit of the financial statements of a Fund, to visit our premises and examine the Bullion and such records maintained by us in relation to the Fund’s Allocated Account as they may reasonably require. Any such visit shall be conducted over such number of Business Days as may be reasonably necessary to complete the examination which is the purpose of such visit. The applicable Fund shall bear all costs relating to such visits and exams, including any out of pocket or other costs we may incur in connection therewith. Our providing of any such visits or exams is conditioned on the relevant parties complying with all our security rules and procedures and undertaking to keep confidential all information they obtain in accordance with a form of confidentiality agreement we will provide. If at the time of any visit none of the Bullion is at our premises, the relevant parties will not be permitted to visit our vault. Any visits by a Fund’s or the Sponsor’s representatives pursuant to clause 2.6 of the Unallocated Bullion Account Agreement shall be deemed to be a visit for purposes of this clause 2.6. To the extent that our activities under this Agreement are relevant to the preparation of the filings required of the Trust under the securities laws of the United States, we will, to the extent permitted by applicable law, the Rules or applicable regulatory authority, cooperate with the Trust and the Sponsor and Trust’s and the Sponsor’s representatives to provide such information concerning our activities as may be necessary for such filings to be completed.

3.	TRANSFERS INTO THE ALLOCATED ACCOUNT

3.1

Procedure : We shall receive transfers of Bullion into a Fund’s Allocated Account only at the Fund’s instruction given pursuant to the Fund’s Unallocated Bullion Account Agreement, by debiting Bullion from the Fund’s Unallocated Account and allocating such Bullion to the Fund’s Allocated Account, unless we otherwise agree in writing. For any instruction we have received to transfer Bullion standing to a Fund’s credit in its Unallocated Account to the Fund’s Allocated Account pursuant to clause 4.2(b) of the Unallocated Bullion Account Agreement, we shall allocate the amount of Bullion indicated in such instruction as soon as practicable and by no later than 2:00 p.m. (London time) on the date of allocation, provided that, if we are required to use one or more Sub-Custodians for the allocation process, we shall use our best efforts to complete such allocation by no later than 2:00 p.m. (London time) on the date of allocation. As of 2:00 p.m. (London time) on the date of allocation, we shall send a Fund an authenticated electronic message (Swift MT199) notifying the Fund of the status of the allocation process and including (i) the amount of Bullion transferred to the Fund’s Unallocated Account from each Participant’s Participant Unallocated Account, separately stated; (ii) the amount of Bullion that has been transferred into the Fund’s Allocated Account from the Fund’s Unallocated Account and (iii) the amount of Bullion, if any, remaining in the Fund’s Unallocated Account. Notwithstanding the foregoing, when New York is on daylight savings time and London is not on daylight savings time, the references to 2:00

p.m. (London time) in this clause 3.1 shall be deemed to be 1:00 p.m. (London time). Notwithstanding anything else to the contrary and in the absence of manifest error, the information contained in such authenticated electronic message shall represent our official and conclusive records. Additionally, we shall send a Fund promptly after the foregoing message an e-mail (or other agreed upon form of communication) including a bar list for the Bullion that has been allocated.

3.2

Right to Amend Procedure: We may amend our procedure for the transfer of Bullion into a Fund’s Allocated Account or impose additional procedures therefor upon the prior written consent of each Fund and the Sponsor, provided that we may make any such amendment or imposition without such consent where such amendment or imposition is required by a change in the Rules or applicable law. We will notify each Fund within a commercially reasonable time before we amend our procedures or impose additional ones in relation to the withdrawal of Bullion, and in doing so we will consider a Fund’s needs to communicate any such change to Participants and others.

4.	TRANSFERS FROM THE ALLOCATED ACCOUNT

4.1

Procedure and instructions : We will transfer Bullion from a Fund’s Allocated Account to such persons and at such times and on such terms as specified in a Fund’s instructions to us and not otherwise. Unless a Fund instructs us otherwise, we will transfer Bullion from a Fund’s Allocated Account only by debiting Bullion from the Fund’s Allocated Account and crediting the Bullion to the Fund’s Unallocated Account. When a Fund instructs us in accordance with clause 4.4, we will transfer Bullion from a Fund’s Allocated Account by debiting Bullion from the Fund’s Allocated Account and making such Bullion available for collection or delivery as provided in clause 4.4. All instructions to transfer Bullion from a Fund’s Allocated Account must:

(a)

in the normal course, be received by us no later than 9:00 a.m. (London time) on (i) the day that is two Business Days prior to the Withdrawal Date or (ii) in the case of a transfer of Bullion to a Fund’s Unallocated Account in connection with a redemption of Fund shares that has been held open one Business Day, on the Withdrawal Date, unless we otherwise agree;

(b)

specify (i) the minimum number of fine ounces of Bullion to be debited from a Fund’s Allocated Account and (ii) if the Fund is identifying the Bullion to be debited, the serial numbers of the Bullion to be debited; and

(c)

provide any other information which we may from time to time require, including, where applicable, the name of the person that will collect the Bullion from us or, if applicable, to whom we are to deliver it, and the Withdrawal Date.

4.2

Power to amend procedure : We may amend our procedure for the withdrawal of Bullion from a Fund’s Account Balance or impose additional procedures therefor upon the prior written consent of each Fund and the Sponsor, provided that we may make any such amendment or imposition without such consent where such amendment or imposition is required by a change in the Rules or applicable law. We will notify each Fund within a

commercially reasonable time before we amend our procedures or impose additional ones in relation to the withdrawal of Bullion, and in doing so we will consider the Fund’s needs to communicate any such change to Participants and others.

4.3

Specification of Bullion : Unless a Fund instructs us as to the serial numbers of the Bullion to be debited, we are entitled to select the Bullion to be debited from a Fund’s Allocated Account. When a Fund instructs us to debit a minimum amount of Bullion from the Fund’s Allocated Account for credit to the Fund’s Unallocated Account without specifying the serial numbers of the Bullion to be debited, we will select the Bullion to be debited and will use commercially reasonable efforts to select for deallocation the smallest amount of Bullion necessary to satisfy the Fund’s instruction. When a Fund notifies us of a debit of Bullion pursuant to clause 4.1 in the case of a redemption of Fund shares that has been held open one Business Day, the Fund may not specify the serial numbers of the Bullion to be debited to the Fund’s Allocated Account.

4.4

Physical withdrawals of Bullion : Subject to clause 5.4, upon a Fund’s instruction, we will debit Bullion from the Fund’s Allocated Account and make the Bullion available for collection by the Fund or, if separately agreed, for delivery by us, at the Fund’s expense and risk. Each Fund expects to withdraw Bullion physically from the Fund’s Allocated Account (rather than by crediting it to the Fund’s Unallocated Account) only in exceptional circumstances, as for example when we are unable to transfer Precious Metal on an Unallocated Basis. In the case of all physical withdrawals of Bullion from a Fund’s Allocated Account, unless we agree to undertake delivery, the Fund must collect, or arrange for the collection of, the Bullion being withdrawn from us, the Sub-Custodian or other party having physical possession thereof. We will advise the Fund of the location from which the Bullion may be collected no later than one Business Day prior to the Withdrawal Date. When we have agreed separately to deliver Bullion in connection with a physical withdrawal, we shall make transportation and insurance arrangements on the Fund’s behalf in accordance with our usual practice unless we have agreed in writing to other arrangements, with which we shall use commercially reasonable efforts to comply. Anything in this Agreement to the contrary notwithstanding, and without limiting a Fund’s right to withdraw Bullion physically, we shall not be obliged to effect any requested delivery if, in our commercially reasonable opinion, this would cause us or our 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. When pursuant to a Fund’s instruction Bullion, including Bullion allocated to the Fund’s Allocated Account in connection with the overdraft facility provided for in clause 4.7 of the Unallocated Bullion Account Agreement, is physically withdrawn from the Fund’s Allocated Account, all right, title, risk and interest in and to the Bullion withdrawn shall pass at the Point of Delivery to the person to whom or to or for whose account such Bullion is transferred, delivered or collected. If a Fund instructs us as to the serial number of one or more whole bars of Bullion to be debited, the Bullion the Fund specifies will be made available for collection or delivery as soon as reasonably practicable.

5.	INSTRUCTIONS

5.1

Trust representatives : We will act only on instructions given in accordance with this clause 5.1 and clause 14 and will not otherwise act on instructions given by any person claiming to have a beneficial interest in the Trust. Each Fund shall notify us promptly in writing of the names of the people who are authorized to give instructions on its behalf. Until we receive written notice to the contrary, we are entitled to assume that any of those people have full and unrestricted power to give us instructions on the Fund’s behalf. We are 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

Amendments : Once given, instructions continue in full force and effect until we receive further instructions that they are cancelled, amended or superseded. We must receive an instruction canceling, amending or superseding a prior instruction before the time the prior instruction is acted upon. Any instructions shall have effect only after actual receipt by us in accordance with clause 14 of this Agreement.

5.3

Unclear or ambiguous instructions : If, in our commercially reasonable opinion, any instructions are unclear or ambiguous, we shall use reasonable efforts (taking into account any relevant time constraints) to obtain clarification of those instructions but, failing that, we may in our absolute discretion and without any liability on our part, act upon what we believe 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 our satisfaction.

5.4

Refusal to execute : We reserve the right to refuse to execute instructions if (i) in our commercially reasonable opinion they are or may be contrary to the Rules or applicable law or (ii) with respect to instructions relating to the full withdrawal of the aggregate balance of Bullion standing to a Fund’s credit in the Fund’s Allocated Account and the Fund’s Unallocated Account, a negative balance is outstanding on the Fund’s Unallocated Account. Additionally, we shall in no circumstances have any obligation to act upon any instruction which in our commercially reasonable opinion would result in a negative balance on a Fund’s Allocated Account. Any such refusal or inaction will be promptly notified to the Trust.

6.	CONFIDENTIALITY

6.1

Disclosure to others : Subject to clause 6.2, we shall treat as confidential and will not, without the Trust’s consent, disclose to any other person any transaction or other information we acquire about the Trust’s, a Fund’s, or the Sponsor’s business pursuant to this Agreement. Subject to clause 6.2, the Trust shall treat as confidential and will not, without our consent, disclose to any other person any information that we provide to the Trust about us or our business pursuant to this Agreement and that we tell the Trust, at or before the time we provide it, we are providing to the Trust on a confidential basis. Notwithstanding the foregoing, nothing in this Agreement will prevent or condition the public or non-public filing with the U.S. Securities and Exchange Commission of a copy of this Agreement in connection with the registration of the public offering of its shares by the Trust.

6.2

Permitted disclosures : Each party accepts that from time to time the other party may be required by law or the Rules, or by a court proceeding or similar process, or requested by or required in connection with filings made with a government department or agency, fiscal body or regulatory or self-regulatory authority, to disclose information acquired under this Agreement. In the event that a party becomes compelled by law to disclose any such confidential information as described in the preceding sentence, such party shall, if permitted under applicable law and Rules, provide the other party with prompt written notice so that the other party may seek a protective order or other appropriate remedy. 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 (e.g., a subsidiary or holding company of a party) or by a Sub-Custodian. Subject to the agreement of the party to which information is disclosed to maintain it in confidence in accordance with clause 6.1, each party irrevocably authorizes the other to make such disclosures without further reference to such party.

7.	CUSTODY SERVICES

7.1

Appointment : Each Fund hereby appoints us to act as custodian and bailee of the Bullion comprising the Fund’s Account Balance in accordance with this Agreement and any Rules and laws which apply to us, and we hereby accept such appointment. Except as otherwise provided under this Agreement, we do not undertake the responsibility of a trustee or any other duties in relation to such Bullion not implied by the law of bailment.

7.2

Segregation of Bullion : We will be responsible for the safekeeping of the Bullion on the terms and conditions of this Agreement. We will physically segregate the Precious Metal comprising each Fund’s Account Balance in the Fund’s Allocated Account from any Precious Metal or other assets which we own or which we hold for any other Fund or for other customers or persons. We shall make entries in our books and records to identify such Precious Metal as being held for the Fund’s Allocated Account. We will require each Sub-Custodian to physically segregate the Precious Metal held by them for us for the benefit of the Trust from any Precious Metal which they own or which they hold for others by making entries in their books and records to identify such Precious Metal as being held for us for the benefit of the Trust. It is understood that our undertaking to require each Sub-Custodian to segregate Bullion from Precious Metal they own or hold for others reflects the current custody practice in the London bullion market, and that accordingly we will be deemed to have communicated that requirement prior to the execution of this Agreement by our participation in that market. Entries on our books and records to identify Bullion will refer to each bar of Bullion by refiner, assay, serial number and gross and fine weight. Additionally, we will require each Sub-Custodian to identify on its books and records each bar of Bullion held by them for us for the benefit of the Trust by refiner, assay, serial number and gross and fine weight and to provide such information to the Fund upon request. Under current LBMA market practices, the weight lists provided to us by our Sub-Custodians are expected to identify each bar of Bullion held for us for the benefit of the Trust by refiner, assay, serial number and gross and fine weight and by any other marks required for the identification of a bar of Bullion under the Rules.

7.3

Ownership of Bullion : We will identify in our books and records that the Bullion belongs solely to the Trust on behalf of the applicable Fund, and not to any other Fund or other party.

7.4

Location of Bullion : Unless otherwise agreed between a Fund and us, the Bullion held for a Fund in the Fund’s Allocated Account must be held by us at our London vault premises or, when Bullion has been allocated in a vault other than our London vault premises, by or for any Sub-Custodian employed by us as permitted by clause 8.1. We agree that we shall use commercially reasonable efforts promptly to transport any Bullion held for a Fund by or for a Sub-Custodian to our London vault premises and such transport shall be at our cost and risk. We agree that all delivery and packing shall be in accordance with the Rules and LBMA good market practices.

7.5

Replacement of Bullion : Upon a determination by us that any Bullion credited to a Fund’s Allocated Account does not comply with the Rules, we shall as soon as practical replace such Bullion with Bullion which complies with the Rules by (i) debiting the Fund’s Allocated Account and crediting the Fund’s Unallocated Account with the requisite amount of Bullion to be replaced, (ii) providing replacement Bullion which complies with the Rules and which is of an amount that approximates the amount of Bullion to be replaced as closely as practical and (iii) debiting the Fund’s Unallocated Account and crediting the Fund’s Allocated Account with the requisite amount of replacement Bullion. We shall not start the foregoing replacement process on a particular Business Day unless we are reasonably sure that such replacement process can be started and completed in the same Business Day. We shall notify a Fund by authenticated electronic transmission (including tested telex and authenticated SWIFT) as soon as practical on the Business Day (but no later than the end of business on such Business Day) when (i) we have determined that Bullion credited to the Fund’s Allocated Account does not comply with the Rules and will be replaced and (ii) when replacement Bullion has been credited to the Fund’s Allocated Account in accordance with the above instructions.

8.	SUB-CUSTODIANS

8.1

Sub-Custodians : We may appoint Sub-Custodians solely for the temporary custody and safekeeping of Bullion until transported to our London vault premises as provided in clause 7.4, unless otherwise agreed between the Trust and us with the consent of the Sponsor. Any such Sub-Custodian shall be a member of the LBMA. The Sub-Custodians we select may themselves select subcustodians to provide such temporary custody and safekeeping of Bullion, but such subcustodians shall not by such selection or otherwise be, or be considered to be, a Sub-Custodian as such term is used herein. We will use reasonable care in selecting any Sub-Custodian. [As of the date of this Agreement, the Sub-Custodians that we use are: the Bank of England, The Bank of Nova Scotia (ScotiaMocatta), Deutsche Bank AG, JPMorgan Chase Bank, N.A., UBS AG and Barclays Bank PLC.] We will notify the Trust if we select any additional Sub-Custodian,

or stop using any Sub-Custodian for such purpose. The Trust’s receipt of notice that we have selected a Sub-Custodian (including those named in this clause 8.1) shall not be deemed to limit our responsibility in selecting such Sub-Custodian. Not more frequently than annually, upon the Trust’s request, we shall confirm to the Trust that from time to time we may hold Precious Metal for our own account with one or more of each of the Sub-Custodians, provided that this confirmation shall not constitute a representation by us regarding the solvency or creditworthiness of any Sub-Custodian.

8.2

Liability for Sub-Custodian: Except for our obligations under clause 7.4 related to obtaining delivery of Bullion from Sub-Custodians, we shall not be liable for any loss suffered by you as a result of any act or omission or insolvency of any Sub-Custodian and any direct or indirect sub-custodian selected or used by such Sub-Custodian, except to the extent directly resulting from our fraud, negligence or bad faith in the appointment of that Sub-Custodian.

8.3

Notice. We will provide the Trust on request with the name and address of any Sub-Custodian we select and any direct or indirect sub-custodian selected or used by such Sub-Custodian, along with any other information which the Trust may reasonably require concerning the appointment or use of such Sub-Custodian or such direct or indirect sub-custodian.

8.4

Monitoring. We will monitor the conduct of each Sub-Custodian and promptly advise the Trust of any difficulties or problems (financial, operational, or otherwise) existing with respect to such Sub-Custodian of which we are aware and will take appropriate and lawful action to protect and safekeep each Fund’s Precious Metal deposited with such Sub-Custodian, including to the extent feasible, the withdrawal of such Precious Metal from such Sub-Custodian.

9.	REPRESENTATIONS

9.1

Trust representations : The Trust represents and warrants to us that (such representations and warranties being deemed to be repeated upon each occasion Bullion is credited to or debited from a Fund’s Allocated Account under this Agreement):

(a)

the Trust is duly constituted and validly existing under the laws of its jurisdiction of constitution;

(b)

the Trust 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;

(c)

the person entering into this Agreement on the Trust’s behalf has been duly authorized to do so; and

(d)

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

9.2

Our representations : We represent and warrant to the Trust that (such representations and warranties being deemed to be repeated on each occasion Bullion is credited to or debited from a Fund’s Allocated Account under this Agreement):

(a)

we are a bank, duly organized under the laws of our country of organization as set forth above, and are regulated as such by that country’s government or any agency thereof;

(b)

the bank 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 us lawfully to enter into and perform our duties and obligations under this Agreement;

(c)

the person entering into this Agreement on our behalf has been duly authorized to do so;

(d)

we are a member of the LBMA; and

(e)

this Agreement and the obligations created under it constitute our legal and valid obligations which are binding upon us and enforceable against us in accordance with their terms (subject to applicable principles of equity) and do not and will not violate the terms of the Rules, any applicable laws or any order, charge or agreement by which we are bound.

10.

FEES AND EXPENSES

10.1

Fees : Pursuant to a separate written agreement between the Sponsor and us, the Sponsor has agreed to pay the fee for our services under this Agreement. Such fee is inclusive of fees for storage and insurance of the Bullion and any fees and expenses of Sub-Custodians.

10.2

Expenses : Pursuant to a separate written agreement between the Sponsor and us, the Sponsor has agreed to pay us on demand all ordinary and customary out-of-pocket costs, charges and expenses incurred by us in connection with the performance of our duties and obligations under this Agreement or otherwise in connection with the Bullion. A Fund will pay on demand, solely from and to the extent of the assets of the Fund, any other costs, charges and expenses (including any (i) relevant taxes charged to us, duties and other governmental charges (other than VAT, which is addressed in clause 11.1), and (ii) indemnification claims payable by a Fund pursuant to clause 12.5) incurred by us in connection with the performance of our duties and obligations under this Agreement or otherwise in connection with the Bullion that are not payable to us by the Sponsor under its separate written agreement with us. Additionally, a Fund will pay on demand, solely from and to the extent of the assets of the Fund, any amount of our ordinary and customary out-of-pocket costs, charges or expenses which the Sponsor has failed to pay pursuant to this clause 10.2.

10.3

Default interest : If a Fund or the Sponsor, as the case may be, fails to pay us any amount when it is due, we reserve the right to charge the relevant party interest (both before and after any judgment) on any such unpaid amount calculated at a rate equal to 1% above the overnight London Interbank Offered Rate (LIBOR) for the currency in which the amount is due. Interest will accrue on a daily basis and will be due and payable by the relevant party as a separate debt.

11.

VALUE ADDED TAX

11.1

VAT inclusive : All sums payable under this Agreement by a Fund to us, or under the separate written agreement referenced in clause 10.1, by the Sponsor or a Fund, as the case may be, shall be deemed to be inclusive of VAT.

12.

SCOPE OF RESPONSIBILITY

12.1

Exclusion of liability : We will use reasonable care in the performance of our duties under this Agreement and will only be responsible to a Fund for any loss or damage suffered by the Fund as a direct result of any negligence, fraud or willful default on our part in the performance of our duties, in which case our liability will not exceed the aggregate market value of the Account Balance at the time such negligence, fraud or willful default is discovered by us (such market value calculated using the nearest available morning or afternoon LBMA Gold Price following the occurrence of such negligence, fraud or willful default), provided that we notify the Fund promptly after we discover such negligence, fraud or willful default. If we credit Bullion to the Fund’s Allocated Account that is not of the fine weight we have represented to the Fund, recovery by the Fund, to the extent such recovery is otherwise allowed, shall not be barred by the Fund’s delay in asserting a claim because of the failure to discover such loss or damage regardless of whether such loss or damage could or should have been discovered. We shall not in any event be liable for any consequential loss, or loss of profit or goodwill.

12.2

No duty or obligation : We are under no duty or obligation to make or take, or require any Sub-Custodian to make or take, any special arrangements or precautions beyond those required by the Rules or as specifically set forth in this Agreement.

12.3

Trust liability: This Agreement is executed by or on behalf of the Trust with respect to each of the Funds and the obligations hereunder are not binding upon any of the trustees, officers or shareholders of the Trust individually. Separate and distinct records are maintained for each Fund and the assets associated with any such Fund are held and accounted for separately from the other assets of the Trust, or any other Fund of the Trust. We acknowledge that we are not entitled to use the assets of a particular Fund to discharge the debts, liabilities, obligations, and expenses of the Trust generally or any other Fund, and none of the debts, liabilities, obligations and expenses incurred, contracted for, or otherwise existing with respect to the Trust generally or any such other Fund shall be enforceable against the assets of that particular Fund. The Trust’s Declaration of Trust is on file with the Trust.

12.4

Insurance : We shall maintain insurance in regard to our business, including our bullion and custody business, on such terms and conditions as we consider appropriate. We will annually provide the Trust with a copy of our certificate of insurance and, additionally, we will, upon reasonable prior notice, allow our insurance to be reviewed by the Trust and the Sponsor in connection with any registration statement or amendment thereto under the United States federal Securities Act of 1933, as amended, covering shares of the Trust. Any permission to review our certificate of insurance or insurance is limited to the term of this Agreement and is conditioned on the reviewing party executing a form of confidentiality agreement we will provide, or if the confidentiality agreement is already in force, acknowledging that the review is subject to it. The foregoing permission for the Sponsor to review our certificate of insurance or insurance shall cease when the Sponsor ceases to serve the Trust as sponsor.

12.5

Force majeure : We shall not be liable to a Fund for any delay in performance, or for the non-performance, of any of our obligations under this Agreement by reason of any cause beyond our reasonable control. This includes any act of God or war or terrorism, any breakdown, malfunction or failure of, or in connection with, any transmission, clearing or settlement facilities, communication or computer facilities, any transport, port, or airport disruption, industrial action, acts and regulations and rules of any governmental or supra national bodies or authorities or relevant regulatory or self-regulatory organization or failure of any such body, authority, or relevant regulatory or self-regulatory organizations to perform its obligations for any reason.

12.6

Indemnity : Each Fund shall, solely out of the assets of the Fund, indemnify and keep us, and each of our directors, shareholders, officers, employees, agents, affiliates (as such term is defined in Regulation S-X adopted by the United States Securities and Exchange Commission under the United States federal Securities Act of 1933, as amended) and subsidiaries (us and each such person a “ Custodian Indemnified Person ” for purposes of this clause 12.6) indemnified (on an after tax basis) on demand against all costs and expenses, damages, liabilities and losses which any such Custodian Indemnified Person may suffer or incur, directly or indirectly, in connection with services provided to the Fund under this Agreement except to the extent that such sums are due directly to our negligence, willful default or fraud or that of such Custodian Indemnified Person. [The foregoing indemnity shall not apply to our fees that are paid by the Sponsor pursuant to clause 10.1.]

12.7

Third parties : Except with respect to the Trust and each Fund, which shall be considered beneficiaries of this entire Agreement, and the Sponsor, which shall be a beneficiary (as applicable) of clauses 2.6, 4.2, 8.1 and 12.3, we do not owe any duty or obligation or have any liability towards any person who is not a party to this Agreement, and, other than the Sponsor and the Custodian Indemnified Persons, 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, except for the Sponsor and the Custodian Indemnified Persons, and do intend that the Contracts (Rights of Third Parties) 1999 Act shall not apply to this Agreement. 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 our obligations hereunder.

12.8

No Liens : We will not create any right, charge, security interest, lien or claim against the Bullion, except those in our favor arising under this Agreement or the Unallocated Bullion Account Agreement, and we will not loan, hypothecate, pledge or otherwise encumber any Bullion except pursuant to a Fund’s instructions. [Notwithstanding the foregoing sentence, we will not create any right, charge, security interest, lien or claim against the Bullion with respect to the payment or non-payment by the Sponsor of our fees pursuant to clause 10.1.]

12.9

Other Activities : We and any of our affiliates may act as a Participant or own or hold Precious Metal or shares issued by a Fund or both and may deal with them in any manner, including acting as underwriter for the shares, with the same rights and powers as if we were not a custodian and bailee hereunder.

13.

TERMINATION

13.1

Termination by the Trust : This Agreement may be terminated by the Trust, with respect to one or more Funds:

(i)

by giving not less than 90 Business Days’ written notice to us; or

(ii)

immediately by written notice in the event the Trust has determined in its commercially reasonable opinion the existence of the presentation of a winding-up order, bankruptcy or analogous event in relation to us.

Any such notice given by the Trust, on behalf of a Fund must specify:

(a)

the date on which the termination will take effect;

(b)

the person to whom the Bullion is to be delivered; and

(c)

all other necessary arrangements for the delivery of the Bullion to the Fund or to the Fund’s order.

13.2

Termination by Us: This Agreement may be terminated by us, with respect to one or more Funds:

(i)

by giving not less than 90 Business Days’ written notice to the Trust; or

(ii)

immediately by written notice in the event we have determined in our commercially reasonable opinion the existence of the presentation of a winding-up order, bankruptcy or analogous event in relation to the Trust.

13.3

Effect of Termination. Termination of this Agreement with respect to the coverage of any one Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund.

13.4

Redelivery arrangements : Following any termination of this Agreement, if the Trust does not make arrangements acceptable to us for the redelivery of the Bullion, we may continue to store the Bullion, in which case we will continue to charge the fees and expenses payable under clause 10. If the Trust has not made arrangements acceptable to us for the redelivery of the Bullion within 6 months of the date specified in the termination notice as the date on which the termination will take effect, we will be entitled to sell the Bullion and account to the applicable Fund for the proceeds after deducting any amounts due to us under this Agreement.

13.5

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

14.

NOTICES

14.1

Form : Subject to clause 14.5, any notice, notification, instruction or other communication under or in connection with this Agreement shall be given in writing. References to writing include electronic transmissions that are of the kind specified in clause 14.2.

14.2

Method of transmission : Any notice, notification, instruction or other communication required to be in writing may be delivered personally or sent by first class post, pre-paid recorded delivery (or air mail if overseas), authenticated electronic transmission (including tested telex and authenticated SWIFT) or such other electronic transmission as the parties may from time to time agree to the party due to receive the notice, notification, instruction or communication, at its address, number or destination set out in this Agreement or another address, number or destination specified by that party by written notice to the other.

14.3

Deemed receipt on notice : A notice, notification, instruction or other communication under or in connection with this Agreement will be deemed received only if actually received or delivered.

14.4

Recording of calls : We may record telephone conversations without use of a warning tone. Such recordings will be our sole property and accepted by the Trust as evidence of the orders or instructions given that are permitted to be given orally under this Agreement.

14.5

Instructions Relating to Bullion : All notices, notifications, instructions and other communications relating to the movement of Bullion in relation to a Fund’s Allocated Account shall be by way of authenticated electronic transmission (including tested telex and authenticated SWIFT), and shall be addressed to:

Precious Metals Operations

HSBC Bank Plc

8 Canada Square

London E14 5HQ

Tested Telex: 889217 RNB

SWIFT: BLIC GB2L

15.

GENERAL

15.1

No advice : We are under no duty or obligation under this Agreement to provide the Trust or any Fund with investment advice. The Trust and each Fund has relied upon its own judgment in asking us to open and maintain the Allocated Accounts, and we shall not owe the Trust or any Fund any duty to exercise any judgment on its behalf as to the merits or suitability of any deposits into, or withdrawals from, a Fund’s Allocated Account.

15.2

Rights and remedies : Our rights under this Agreement are in addition to, and independent of, any other rights which we may have at any time in relation to the Account Balance, except that we will not have any right to set-off against any account we maintain or property that we hold for a Fund under this Agreement any claim or amount that we may have against the Fund or that may be owing to us other than pursuant to this Agreement, no matter how that claim or amount arose. Notwithstanding the foregoing, we will not have any such right of set-off for any such claim or amount with respect to the payment by the Sponsor of our fee under clause 10.1.

15.3

Addition of parties: Additional series of the Trust (each a “New Fund”) may from time to time become parties to this Agreement by (A) delivery to us of (i) an instrument of adherence agreeing to become bound by and party to this Agreement executed by the Trust on behalf of such New Fund, and (ii) an amendment and restatement of Schedule A setting forth the New Fund, and (B) upon receipt of the foregoing documents, we may agree in writing to the addition of such New Fund, which agreement shall not be unreasonably withheld.

15.4

Assignment : This Agreement is for the benefit of and binding upon each party and their respective successors and assigns. Except as otherwise provided herein, this Agreement may not be assigned by either party without the written consent of the other party.

15.5

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

15.6

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

15.7

Entire agreement : This document and the Unallocated Bullion Account Agreement represents our entire agreement, and supersedes any previous agreements between the parties, relating to the subject matter of this Agreement.

15.8

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

15.9

Business Days : If any obligation of a party falls due to be performed on a day which is not a Business Day in respect of the Allocated Account in question, then the relevant obligations shall be performed on the next succeeding Business Day applicable to such account.

15.10

Processing of account entries : Except for physical withdrawals as to which transfer of ownership is determined at the Point of Delivery, records of (i) all deposits to and withdrawals from an Allocated Account and all debits and credits to an Unallocated Account which, pursuant to instructions given in accordance with this Agreement and the Unallocated Bullion Account Agreement, occur on a Business Day and (ii) all end of Business Day account balances in such Allocated Account and such Unallocated Account are prepared overnight as at the close of our business (usually 4:00 p.m. London time) on that Business Day. For avoidance of doubt, the foregoing sentence is illustrated by the following examples, which are not intended to create any separate obligations on our part:

Reports of a transfer of Precious Metal from a Third Party Unallocated Account for credit to a Fund’s Unallocated Account on a Business Day and a debit of Bullion from the Fund’s Unallocated Account for credit to the Fund’s Allocated Account on that Business Day pursuant to the standing instruction contained in the Unallocated Bullion Account Agreement and of the balances in the Fund’s Allocated Account and the Fund’s Unallocated Account for that Business Day shall be prepared overnight as at the close of our business on that Business Day.

Reports of a transfer of Bullion which we debit from a Fund’s Allocated Account for credit to the Fund’s Unallocated Account on a Business Day and a transfer of Bullion which we debit from the Fund’s Unallocated Account for credit to a Third Party Unallocated Account on that Business Day and of the balances in the Fund’s Allocated Account and Unallocated Account for that Business Day shall be prepared overnight as at the close of our business on that Business Day.

When a Fund instructs us to debit Bullion from the Fund’s Allocated Account for credit to the Fund’s Unallocated Account and directs us to execute such instruction on the same Business Day as and in connection with one or more instructions that the Fund gives to us to debit Bullion from the Fund’s Unallocated Account, we will use commercially reasonable efforts to execute the instructions in a manner that minimizes the time the Bullion to be debited from the Fund’s Allocated Account stands to the Fund’s credit in its Unallocated Account, save that we shall not be responsible for any delay caused by late, incorrect or garbled instructions or information from the Fund or any third party.

15.11

Maintenance of this Agreement : Concurrently with this Agreement, the parties are entering into the Unallocated Bullion Account Agreement. That agreement shall remain in effect as long as this Agreement remains in effect, and if that agreement is terminated, this Agreement terminates with immediate effect.

15.12

Prior Agreements : The Agreement supersedes and replaces any prior existing agreement between the parties relating to the same subject matter.

15.13

Cooperation : During the term of this Agreement, each party will cooperate with the other and make available to the other upon reasonable request any information or documents necessary to insure that each party’s respective books and records are accurate and current.

16.

GOVERNING LAW AND JURISDICTION

16.1

Governing law : This Agreement and any issues or disputes arising out of or in connection with it (whether such disputes are contractual or non-contractual in nature, such as claims in tort, for breach of statute or regulation or otherwise) are governed by, and will be construed in accordance with, English law.

16.2

Jurisdiction : The parties 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 party irrevocably submits to the non-exclusive jurisdiction of such courts, waives any claim of forum non conveniens and any objections to the laying of venue, and further waives any personal service.

16.3

Waiver of immunity: To the extent that a party may in any jurisdiction claim for itself or for its assets any immunity from suit, judgment, enforcement or otherwise howsoever, the party agrees not to claim and irrevocably waives any such immunity to which it would otherwise be entitled (whether on grounds of sovereignty or otherwise) to the full extent permitted by the laws of such jurisdiction.

16.4

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


Our address for service of process:		Your address for service of process

HSBC Bank Plc 8 Canada Square London, E14 5HQ, United Kingdom Attention : Precious Metals Department Legal Department

[Remainder of page intentionally left blank]

EXECUTED by the parties as follows

Signed on behalf of

HSBC BANK PLC


by

Signature:
		Name:
		Title:

Signed on behalf of

WORLD CURRENCY GOLD TRUST,

On behalf of each of its series listed on Schedule A, attached hereto


by

Signature:
		Name:
		Title:

Schedule A

Name of Fund (each a series of the Trust)

1.	Long Dollar Gold Trust

2.	[Euro Gold Fund]

Exhibit 10.2

HSBC BANK PLC

and

W ORLD C URRENCY G OLD T RUST

F ORM OF

U NALLOCATED B ULLION A CCOUNT A GREEMENT

THIS AGREEMENT is made as of , 2016.

BETWEEN

(1)	HSBC BANK PLC, a company incorporated in England, whose principal place of business in England is at 8 Canada Square, London E14 5HQ (“ we ” or “ us ”); and

(2)	WORLD CURRENCY GOLD TRUST , a Delaware statutory trust organized in series, having its principal office and place of business at 685 Third Avenue, Suite 2702, New York, NY 10017 (the “Trust” ).

INTRODUCTION

We have agreed to open and maintain an Unallocated Account for each series of the Trust listed on Schedule A hereto (each, a “Fund” and together the “Funds” ) and to provide other services to the Funds in connection with the Unallocated Accounts. This Agreement sets out the terms under which we will provide those services to the Trust and the arrangements which will apply in connection with those services and each Fund’s Unallocated Account.

IT IS AGREED AS FOLLOWS

1.	INTERPRETATION

1.1

Definitions: In this Agreement:

“ Account Balance ” means, in relation to an Unallocated Account, if a positive balance, that amount of Precious Metal owed to a Fund by us and, if a negative balance, that amount of Precious Metal owed by a Fund to us, in each case as may be recorded from time to time on the Unallocated Account.

“ Agreement ” means this Unallocated Bullion Account Agreement, as the same may be amended from time to time.

“ Allocated Account ” means, in relation to Precious Metal, the account maintained by us in a Fund’s name pursuant to the Allocated Bullion Account Agreement.

“ Allocated Bullion Account Agreement ” means that certain Allocated Bullion Account Agreement between the Trust and us dated as of the date of this Agreement, as amended and/or restated from time to time.

“ Availability Date ” means the Business Day on which a Fund wishes us to credit to the Fund’s Unallocated Account either Bullion from its Allocated Account or Precious Metal from a Third Party Unallocated Account.

“ Bullion ” means the Precious Metal standing to a Fund’s credit in its Unallocated Account or held for a Fund in its Allocated Account, as the case may be.

“ Business Day ” means a day other than (i) a day on which the Fund’s listing exchange is closed for regular trading or (ii), if the transaction involves the receipt or delivery of gold or confirmation thereof in the United Kingdom or in some other jurisdiction, (a) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorized by law to close or a day on which the London gold market is closed or (b) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorized to be open for less than a full business day or the London gold market is open for trading for less than a full business day and transaction procedures required to be executed or completed before the close of the business day may not be so executed or completed.

“ LBMA ” means The London Bullion Market Association or its successors.

“ 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.

“Participant Unallocated Bullion Account Agreement” means that certain Participant Unallocated Bullion Account Agreement in effect from time to time between us and each Participant pursuant to which we maintain the Participant’s Participant Unallocated Account.

“ Point of Delivery ” means such date and time that the recipient or its agent acknowledges in written form its receipt of delivery of Precious Metal.

“ Precious Metal ” means gold that meets the requirements of “good delivery” under the Rules.

“ Sponsor ” means WGC USA Asset Management Company, LLC.

“ Third Party Unallocated Account ” means a Precious Metal account maintained by us on an Unallocated Basis in the name of a person other than the Trust.

“ Unallocated Account ” means, in relation to Precious Metal, the account maintained by us in a Fund’s name recording the amount of Precious Metal held on an Unallocated Basis pursuant to this Agreement that, in the case of a positive balance, we have a contractual obligation to transfer to the Fund and that, in the case of a negative balance, if so permitted by us, the Fund has a contractual obligation to transfer to us.

“ Withdrawal Date ” means the Business Day on which a Fund wishes to debit Bullion from its Unallocated Account and credit such Bullion either to the Fund’s Allocated Account or to a Third Party Unallocated Account.

1.2

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

1.3

Singular and plural; other usages :

(a)

References to the singular include the plural and vice versa.

(b)

“ A or B ” means “ A or B or both.”

(c)

“Including” means “including but not limited to.”

2.	UNALLOCATED ACCOUNT

2.1

Opening Unallocated Account : We shall open and maintain the Unallocated Account for each Fund in respect of Bullion, and we shall hold the Bullion in the Unallocated Account on an Unallocated Basis pursuant to this Agreement.

2.2

Transfers into and out of Unallocated Account : The Unallocated Account shall evidence and record the amount of Bullion standing to a Fund’s credit therein and increases and decreases to that amount.

2.3

Denomination of Unallocated Account : The Precious Metal recorded in the Unallocated Account shall be denominated in fine ounces of gold to three decimal places.

2.4

Reports : For each Business Day, by no later than the following Business Day, we will transmit to a Fund by authenticated SWIFT message(s) information showing the increases and decreases to the Bullion standing to a Fund’s credit in the Fund’s Unallocated Account, and identifying separately each transaction and the Business Day on which it occurred. On each Business Day that is a Withdrawal Date, we will send a Fund a notification as of 2:00 p.m. (London time) (i) as to each Participant, of the amount

of Precious Metal transferred from the Participant’s Participant Unallocated Account to a Fund’s Unallocated Account, (ii) of the amount of Bullion transferred from a Fund’s Unallocated Account to a Fund’s Allocated Account and (iii) of the amount of any remaining Bullion in a Fund’s Unallocated Account, provided that, when New York is on daylight savings time and London is not on daylight savings time, we shall send the notification by 1:00 p.m. (London time). Notwithstanding anything else to the contrary and in the absence of manifest error, the information contained in such notification shall represent our official and conclusive records. In addition, we will provide a Fund such information about the increases and decreases to the Bullion standing to its credit in a Fund’s Unallocated Account on a same-day basis at such other times and in such other form as a Fund and we shall agree. In the case of any difference between the information provided by authenticated SWIFT message and the information we provide to a Fund pursuant to the immediately preceding sentence, the SWIFT message will be controlling, and we shall not be liable for a Fund’s or any third party’s reliance on the information we provide to the Fund by means other than SWIFT message. For each calendar month, we will provide each Fund within a reasonable time after the end of the month a statement of account for the Fund’s Unallocated Account.

2.5

Reversal of entries : In order to maintain the accuracy of our books and records, but without limiting our responsibilities or liability under this Agreement, we shall reverse or amend any entries to a Fund’s Unallocated Account to correct errors that we discover or of which we are notified with, if we deem it necessary, effect back-valued to the date upon which the correct entry (or no entry) should have been made. Without limiting the foregoing, if Bullion delivered to a Fund’s Allocated Account upon withdrawal from a Fund’s Unallocated Account is determined to be of a fineness or weight different from the fineness or weight we have reported to the Fund, (i) we shall debit the Fund’s Allocated Account and credit the Fund’s Unallocated Account with the requisite amount of Bullion if the determination reduces the total fine ounces of Bullion that should have been credited to the Fund’s Allocated Account, and (ii) we shall credit the Fund’s Allocated Account and debit the Fund’s Unallocated Account with the requisite amount of Bullion if the determination increases the total fine ounces of Bullion that should have been credited to the Fund’s Allocated Account.

2.6

extent that our activities under this Agreement are relevant to the preparation of the filings required of the Trust under the securities laws of the United States, we will, to the extent permitted by applicable law, the Rules or applicable regulatory authority, cooperate with the Trust and the Sponsor and the Trust’s and the Sponsor’s representatives to provide such information concerning our activities as may be necessary for such filings to be completed.

3.	TRANSFERS INTO THE UNALLOCATED ACCOUNT

3.1

Procedure : We will credit to a Fund’s Unallocated Account only the amount of Bullion we receive from the Fund’s Allocated Account or the amount of Precious Metal we receive from a Third Party Unallocated Account for credit to the Fund’s Unallocated Account. Unless we otherwise agree in writing, the only Precious Metal we will accept in physical form for credit to a Fund’s Unallocated Account is Bullion the Fund has transferred from the Fund’s Allocated Account. By 9:00 a.m. (London time) on the day that is two Business Days prior to the Availability Date, a Fund will notify us regarding each amount of Bullion or Precious Metal that the Fund is expecting to be credited to the Fund’s Unallocated Account from a Participant Unallocated Account, and the identity of the Participant Unallocated Account from which such credit will be made. If, on any Business Day, a Participant’s instruction to us to transfer Bullion to the Fund’s Unallocated Account is revoked pursuant to the provisions of the Participant’s Participant Unallocated Bullion Account Agreement, we shall send the Fund a notification by email identifying such Participant by the close of business in London on that day. We shall use commercially reasonable efforts to send a Fund such notification by 5:00 p.m. (London time). When by reference to a Fund’s notifications and instructions to us we reasonably believe an amount of Bullion has been credited to the Fund’s Unallocated Account in error, we will notify the Fund promptly and, pending our joint resolution of the error, will treat such amount as not being subject to the standing instruction in clause 4.5 below.

3.2

Right to Amend Procedure : We may amend our procedures in relation to the transfer of Bullion into a Fund’s Unallocated Account or impose additional procedures in relation to the transfer of Bullion into the Fund’s Unallocated Account upon the prior written consent of each Fund and the Sponsor, provided that we may make any such amendment or imposition without such consent where such amendment or imposition is required by a change in the Rules or applicable law. We will notify each Fund within a commercially reasonable time before we amend our procedures or impose additional ones in relation to the transfer of Bullion into a Fund’s Unallocated Account, and in doing so we will consider a Fund’s needs to communicate any such change to Participants and others.

4.	TRANSFERS FROM THE UNALLOCATED ACCOUNT

4.1

Procedure : We will transfer Bullion from a Fund’s Unallocated Account to such persons and at such times and on such terms as specified in a Fund’s instructions to us and not otherwise. A transfer of Bullion from a Fund’s Unallocated Account may only be made by:

(a)

transfer of Bullion to a Third Party Unallocated Account; or

(b)

transfer of Bullion to the Fund’s Allocated Account, including pursuant to the standing instruction provided in clause 4.5; or

(c)

subject to clause 4.4, by either (i) making the Bullion available for collection at our vault premises, or as we may direct or (ii), if separately agreed, delivering the Bullion to such location as we agree at the Fund’s expense and risk.

Any Bullion to be made available in physical form pursuant to clause 4.1(b) or (c) will be in a form which complies with the Rules or in such other form as may be agreed between the applicable Fund and us, and in all cases will comprise one or more whole bars selected by us (or other form as agreed), the combined fine weight of which will not exceed the number of fine ounces of Bullion the Fund has instructed us to debit. Any withdrawal of the aggregate balance of the Bullion standing to a Fund’s credit in the Fund’s Allocated Account and Unallocated Account will be effected only after we have caused the repayment to us of any overdraft balance then outstanding pursuant to the provisions of clause 4.8.

4.2

Instruction requirements : A Fund may at any time instruct us to transfer Bullion standing to the credit of the Fund’s Unallocated Account. Any instruction relating to a transfer of Bullion other than pursuant to a standing instruction must:

(a)

if it relates to a transfer pursuant to clause 4.1(a), be received by us no later than 3:00 p.m. (London time) on the Withdrawal Date or 3:30 p.m. (London time) on a Withdrawal Date occurring when London is and New York is not on daylight savings time unless otherwise agreed and specify the details of the Third Party Unallocated Account(s) to which the Bullion is to be transferred;

(b)

if it relates to a transfer pursuant to clause 4.1(b), be received by us no later than 9:00 a.m. (London time) on the day that is two Business Days prior to the Withdrawal Date unless otherwise agreed and specify the details of the Fund’s Allocated Account to which the Bullion is to be transferred;

(c)

if it relates to a withdrawal pursuant to clause 4.1(c), be received by us no later than 9:00 a.m. (London time) on the day that is two Business Days prior to the Withdrawal Date unless otherwise agreed and specify the name of the person or carrier that will collect the Bullion from us or the identity of the person to whom delivery is to be made, as the case may be; and

(d)

in all cases, specify the number of fine ounces of Bullion to be debited to the Unallocated Account, the Withdrawal Date and any other information which we may from time to time require.

4.3

Power to amend procedure and notice of amendments to agreements : We may amend our procedures for the transfer of Bullion from a Fund’s Unallocated Account or impose additional procedures therefor upon the prior written consent of each Fund and the Sponsor, provided that we may make any such amendment or imposition without such consent where such amendment or imposition is required by a change in the Rules or applicable law. We will notify each Fund within a commercially reasonable time before

we amend our procedures or impose additional ones in relation to the transfer of Bullion from a Fund’s Unallocated Account, and in doing so we will consider the Fund’s needs to communicate any such change to Participants and others. We also will provide each Fund a copy of any proposed amendment to the form of the Participant Unallocated Bullion Account Agreement no later than 15 Business Days before the amendment’s scheduled effectiveness.

4.4

Physical withdrawals of Bullion : Subject to clause 5.4, upon the Fund’s instruction, we will debit Bullion from the Fund’s Unallocated Account and make the Bullion available for collection by the Fund or, if separately agreed, for delivery by us at the Fund’s expense and risk. Each Fund expects to withdraw Bullion physically from the Fund’s Unallocated Account (rather than by crediting it to a Third Party Unallocated Account or by transferring it to the Fund’s Allocated Account) only in exceptional circumstances, as for example when we are unable to transfer Precious Metal on an Unallocated Basis. In the case of all physical withdrawals of Bullion from a Fund’s Unallocated Account, unless we agree to undertake delivery, the Fund must collect, or arrange for the collection of, the Bullion being withdrawn from us, the Sub-Custodian (as defined in the Allocated Bullion Account Agreement) or other party having physical possession thereof. We will advise the Fund of the location from which the Bullion may be collected no later than one Business Day prior to the Withdrawal Date. When we have agreed separately to deliver Bullion in connection with a physical withdrawal, we shall make transportation and insurance arrangements on the Fund’s behalf in accordance with our usual practice unless we have agreed in writing to other arrangements, with which we shall use commercially reasonable efforts to comply. Anything in this Agreement to the contrary notwithstanding, and without limiting a Fund’s right to withdraw Bullion physically, we shall not be obliged to effect any requested delivery if, in our commercially reasonable opinion, this would cause us or our 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. When pursuant to a Fund’s instruction Bullion is physically withdrawn from the Fund’s Unallocated Account, all right, title, risk and interest in and to the Bullion withdrawn shall pass at the Point of Delivery to the person to whom or to or for whose account such Bullion is transferred, delivered or collected.

4.5

Standing Instruction : We shall comply with the following instruction, which we acknowledge each Fund is giving to us for execution as a standing instruction:

As early as we can but in any event by the close of business (London time) on each Business Day, we will allocate to a Fund’s Allocated Account all of the Bullion that remains standing to the Fund’s credit in its Unallocated Account after the completion of any transfers made on that day pursuant to clause 4.1, provided that, if the overdraft facility between the Fund and us set forth in clause 4.7 is not in effect for any reason, we will so allocate an amount of Bullion such that the amount of Bullion that remains standing to the Fund’s credit in its Unallocated Account does not exceed 430 fine ounces.

In order to comply with the foregoing instruction, we agree to make available to each Fund an on demand overdraft facility as described in clause 4.7.

4.6

Physical withdrawal of entire Unallocated Account balance : If, when a Fund notifies us in connection with a physical withdrawal of Bullion from the Fund’s Unallocated Account under clause 4.4 that the Fund is withdrawing the entire balance in the Fund’s Unallocated Account (or when a physical withdrawal under clause 4.4 would, in our determination, result in the entire balance in the Fund’s Unallocated Account being withdrawn), the physical withdrawal instruction may not be effected by our selection of one or more whole bars of Bullion the combined fine weight of which does not exceed the balance of the Fund’s Unallocated Account that the Fund is withdrawing, then we will make available to the Fund in accordance with clause 4.4 the number of whole bars that can be accommodated under the Fund’s instruction, and will purchase for cash the remainder of the Bullion in a Fund’s Unallocated Account based on (i) the morning or afternoon LBMA Gold Price on the date you are withdrawing the Bullion physically or (ii) if there is no morning or afternoon LBMA Gold Price available for such withdrawal date, the next available morning or afternoon LBMA Gold Price following such withdrawal date.

4.7

Overdraft facility : We agree to make available to each Fund an on demand overdraft facility (the “ Facility ”) and, pursuant thereto, to advance to the Fund’s Unallocated Account from time to time such number of ounces of Precious Metal as may be needed in order for us to fully allocate all of the Bullion standing to the Fund’s credit in the Fund’s Unallocated Account (after repayment to us of any overdraft balance existing prior to such allocation as provided hereafter in this in clause 4.7) to the Fund’s Allocated Account pursuant to the standing instruction set forth in clause 4.5 hereof, provided that the maximum amount of Bullion that we will make available to a Fund pursuant to the Facility is 430 fine ounces. We shall not charge a Fund any fees, interest or costs in connection with the Facility. Any amount of Precious Metal advanced by us shall not create any right, charge, security interest, lien or claim against the Bullion held in a Fund’s Allocated Account. Without limiting our right to repayment as hereafter provided in clause 4.8, we will not have any right to set off against the Bullion held in a Fund’s Allocated Account or the Bullion standing to the Fund’s credit in the Fund’s Unallocated Account any claim or amount related to any amount of Precious Metal advanced by us. We shall identify on our books and records and in the reports we send to a Fund pursuant to clause 2.4 any overdraft balance in the Fund’s Unallocated 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.

4.8

Repayment of overdraft : Each Fund agrees that, on each Business Day, we may repay ourselves the amount of any overdraft from, and to the extent of, the positive balance of the Fund’s Unallocated Account determined taking into account all credits to and debits from the Fund’s Unallocated Account on such Business Day but prior to our execution of the standing instruction to allocate contained in clause 4.5. For avoidance of doubt, our right to repay ourselves may be illustrated by the following example: Prior to all transactions for the day, there is an overdraft in a Fund’s Unallocated Account in the amount of (400) fine ounces. In the course of the day, a Fund’s Unallocated Account receives 4,000 fine ounces in connection with deposits made by Participants, and 3,000 fine ounces are withdrawn to pay Participants in connection with redemptions. From the remaining 1,000 fine ounces, we are authorized to repay the overdraft of (400) fine

ounces, leaving a balance of 600 fine ounces. In order to fully allocate this balance pursuant to the standing instruction contained in clause 4.5 and assuming two gold bars totaling 825 fine ounces were selected for the allocation, an additional 225 fine ounces are required to complete the allocation. Accordingly, we will make this amount available to the Fund pursuant to the Facility, resulting in an overdraft balance in the Fund’s Unallocated Account as of the close of the day of (225) fine ounces. In addition to the foregoing repayment provisions, we shall have the right to immediately repay ourselves the full amount of any overdraft existing at the time of a termination of this Agreement pursuant to clause 10.1 or in the event of, and prior to, a full withdrawal of the aggregate balance of the Bullion standing to the Fund’s credit in the Fund’s Allocated Account and the Fund’s Unallocated Account.

5.	INSTRUCTIONS

5.1

Trust representatives : We will act only on instructions given in accordance with this clause 5.1 and clause 11 and will not otherwise act on instructions given by any person claiming to have a beneficial interest in the Trust. Each Fund shall notify us promptly in writing of the names of the people who are authorized to give instructions on its behalf. Until we receive written notice to the contrary, we are entitled to assume that any of those people have full and unrestricted power to give us instructions on the Fund’s behalf. We are 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

Amendments : Once given, instructions continue in full force and effect until we receive further instructions that they are cancelled, amended or superseded. We must receive an instruction cancelling, amending or superseding a prior instruction before the time the prior instruction is acted upon. Any instructions shall have effect only after actual receipt by us in accordance with clause 11 of this Agreement.

5.3

5.4

Refusal to execute : We reserve the right to refuse to execute instructions if (i) in our commercially reasonable opinion they are or may be contrary to the Rules or any applicable law; or (ii), with respect to instructions relating to the full withdrawal of the aggregate balance of Bullion standing to your credit in your Allocated Account and your Unallocated Account, a negative balance is outstanding on your Unallocated Account. Any such refusal will be promptly notified to the Trust.

6.	CONFIDENTIALITY

6.1

Disclosure to others : Subject to clause 6.2, we shall treat as confidential and will not, without the Trust’s consent, disclose to any other person any transaction or other information we acquire about the Trust’s, a Fund’s or the Sponsor’s business pursuant to this Agreement. Subject to clause 6.2, the Trust shall treat as confidential and will not, without our consent, disclose to any other person any information that we provide to the Trust about us or our business pursuant to this Agreement and that we tell the Trust, at or before the time we provide it, we are providing to the Trust on a confidential basis. Notwithstanding the foregoing, nothing in this Agreement will prevent or condition the public or non-public filing with the U.S. Securities and Exchange Commission of a copy of this Agreement in connection with the registration of the public offering of its shares by the Trust.

6.2

Permitted disclosures : Each party accepts that from time to time the other party may be required by law or the Rules, or by a court proceeding or similar process, or requested by or required in connection with filings made with a government department or agency, fiscal body or regulatory or self-regulatory authority, to disclose information acquired under this Agreement. In the event that a party becomes compelled by law to disclose any such confidential information as described in the preceding sentence, such party shall, if permitted under applicable law and Rules, provide the other party with prompt written notice so that the other party may seek a protective order or other appropriate remedy. In addition, the disclosure of confidential information may be required by a party’s auditors, by its legal or other advisors or by a company which is in the same group of companies as a party (e.g., a subsidiary or holding company of a party). Subject to the agreement of the party to which information is disclosed to maintain it in confidence in accordance with clause 6.1, each party irrevocably authorizes the other to make such disclosures without further reference to such party.

7.	REPRESENTATIONS

7.1

Trust representations : The Trust represents and warrants to us that (such representations and warranties being deemed to be repeated on each occasion Bullion is credited to or debited from a Fund’s Unallocated Account under this Agreement):

(a)

the Trust is duly constituted and validly existing under the laws of its jurisdiction of constitution;

(b)

(c)

the person entering into this Agreement on the Trust’s behalf has been duly authorized to do so; and

(d)

this Agreement and the obligations created under it constitute the Trust’s legal and valid obligations which are binding upon the Trust and enforceable against

the Trust in accordance with their terms (subject to applicable principles of equity) and do not and will not violate the terms of the Rules, any applicable laws or any order, charge or agreement by which the Trust is bound.

7.2

(a)

we are a bank, duly organized under the laws of our country of organization as set forth above, and are regulated as such by that country’s government or any agency thereof;

(b)

(c)

the person entering into this Agreement on our behalf has been duly authorized to do so;

(d)

we are a member of the LBMA; and

(e)

8.	EXPENSES

8.1

Fees: There will be no fees charged by us for the services provided by us under this Agreement.

8.2

Expenses : Pursuant to a separate written agreement between the Sponsor and us, the Sponsor has agreed to pay us on demand all ordinary and customary out-of-pocket costs, charges and expenses incurred by us in connection with the performance of our duties and obligations under this Agreement or otherwise in connection with the Bullion. A Fund will pay on demand, solely from and to the extent of the assets of the Fund, any other costs, charges and expenses (including any (i) relevant taxes charged to us, duties and other governmental charges, and (ii) indemnification claims payable by a Fund pursuant to clause 9.5) incurred by us in connection with the performance of our duties and obligations under this Agreement or otherwise in connection with any Unallocated Account that are not payable to us by the Sponsor under its separate written agreement with us. Additionally, a Fund will pay on demand, solely from and to the extent of the assets of the Fund, any amount of our ordinary and customary out-of-pocket costs, charges or expenses which the Sponsor has failed to pay pursuant to this clause 8.2.

8.3

Credit balances : No interest or other amount will be paid by us on any credit balance on an Unallocated Account unless otherwise agreed between a Fund and us.

8.4

Debit balances : A Fund is not entitled to overdraw an Unallocated Account except as provided under clause 4.7 or except to the extent that the Fund and we otherwise agree in writing. In the absence of such agreement and except as provided under clause 4.7, we shall not be obliged to carry out any instruction of a Fund which will cause any Unallocated Account to be overdrawn. If for any reason a Fund’s Unallocated Account is overdrawn other than as permitted under clause 4.7 or this clause 8.3, the Fund will be required to pay us interest on the debit balance at the rate agreed between the Fund and us or, if no such agreement exists, at such rate as we determine to be appropriate. The amount of such overdraft and any accrued interest will be repayable by the Fund on our demand. A Fund’s obligation to pay interest to us will continue until such overdraft is repaid by the Fund in full.

8.5

Default interest : If a Fund or the Sponsor, as the case may be, fails to pay us any amount when it is due, we reserve the right to charge the relevant party interest (both before and after any judgment) on any such unpaid amount calculated at a rate equal to 1% above the overnight London Interbank Offered Rate (LIBOR) for the currency in which the amount is due. Both overdraft and default interest will accrue on a daily basis and will be due and payable by the relevant party as a separate debt. In the event of any inconsistency between this Agreement and an overdraft facility agreement between a Fund and us, the terms of the overdraft facility shall govern.

9.	SCOPE OF RESPONSIBILITY

9.1

Exclusion of liability : We will use reasonable care in the performance of our duties under this Agreement and will only be responsible to a Fund for any loss or damage suffered by the Fund as a direct result of any negligence, fraud or willful default on our part in the performance of our duties, in which case our liability will not exceed the aggregate market value of the Account Balance at the time such negligence, fraud or willful default is discovered by us (such market value calculated using the nearest available morning or afternoon LBMA Gold Price following the occurrence of such negligence, fraud, or willful default), provided that we notify the Fund promptly after we discover such negligence, fraud or willful default. If we deliver from the Fund’s Unallocated Account Bullion that is not of the fine weight we have represented to the Fund, recovery by the Fund, to the extent such recovery is otherwise allowed, shall not be barred by the Fund’s delay in asserting a claim because of the failure to discover such loss or damage regardless of whether such loss or damage could or should have been discovered. We shall not in any event be liable for any consequential loss, or loss of profit or goodwill.

9.2

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

9.3

9.4

Force majeure : We shall not be liable to a Fund for any delay in performance, or for the non-performance, of any of our obligations under this Agreement by reason of any cause beyond our reasonable control. This includes any act of God or war or terrorism, any breakdown, malfunction or failure of, or in connection with, any transmission, clearing or settlement facilities, communication or computer facilities, any transport, port, or airport disruption, industrial action, acts and regulations and rules of any governmental or supra national bodies or authorities or relevant regulatory or self-regulatory organizations or failure of any such body, authority or relevant regulatory or self-regulatory organization to perform its obligations for any reason.

9.5

Indemnity : Each Fund, shall solely out of the assets of the Fund, indemnify and keep us and each of our directors, shareholders, officers, employees, agents, affiliates (as such term is defined in Regulation S-X adopted by the United States Securities and Exchange Commission under the United States federal Securities Act of 1933, as amended) and subsidiaries (us and each such person a “ Custodian Indemnified Person ” for purposes of this clause 9.5) indemnified (on an after tax basis) on demand against all costs and expenses, damages, liabilities and losses which any such Custodian Indemnified Person may suffer or incur, directly or indirectly, in connection with services provided to the Fund under this Agreement except to the extent that such sums are due directly to our negligence, willful default or fraud or that of such Custodian Indemnified Person.

9.6

Third Parties : Except with respect to the Trust and each Fund, which shall be considered beneficiaries of this entire Agreement, and the Sponsor, which shall be a beneficiary (as applicable) of clauses 2.6, 3.2 and 4.3, we do not owe any duty or obligation or have any liability towards any person who is not a party to this Agreement, and, other than the Sponsor and the Custodian Indemnified Persons, 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, except for the Sponsor and the Custodian Indemnified Persons, and do intend that the Contracts (Rights of Third Parties) 1999 Act shall not apply to this Agreement. 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 our obligations hereunder.

9.7

No Liens : We will not create any right, charge, security interest, lien or claim against the Bullion, except those in our favor arising under this Agreement or under the Allocated Bullion Account Agreement, and we will not loan, hypothecate, pledge or otherwise encumber any Bullion except pursuant to a Fund’s instructions. Notwithstanding the foregoing sentence, we will not create any right, charge, security interest, lien or claim against the Bullion with respect to the payment or non-payment by the Sponsor of our fees pursuant to clause 10.1 of the Allocated Bullion Account Agreement.

9.8

10.

TERMINATION

10.1

Termination by the Trust : This Agreement may be terminated by the Trust, with respect to one or more Funds:

(i)

by giving not less than 90 Business Days’ written notice to us; or

(ii)

Any such notice given by the Trust, on behalf of a Fund must specify:

(a)

the date on which the termination will take effect;

(b)

the person to whom each Account Balance which is a credit balance is to be transferred; and

(c)

all other necessary arrangements for the transfer or repayment, as the case may be, of each Account Balance.

10.2

Termination by Us: This Agreement may be terminated by us, with respect to one or more Funds:

(i)

by giving not less than 90 Business Days’ written notice to the Trust; or

(ii)

(iii)

by us immediately by written notice to a Fund upon a Fund’s failure to cure any failure to transfer Precious Metal or repay any sum due by a Fund to us in connection with the Facility within 30 Business Days from the date of receipt of written notice from us (which notice shall describe such failure to transfer or repay in reasonable detail).

10.3

10.4

Redelivery arrangements : Following any termination of this Agreement, if the Trust does not make arrangements acceptable to us for the transfer or repayment, as the case may be, of any Account Balance, we may continue to maintain any Fund’s Unallocated Account, in which case we will continue to charge any expenses payable under clause 8. If the Trust has not made arrangements acceptable to us for the transfer or repayment of any Account Balance within 6 months of the date specified in the termination notice as the date on which the termination will take effect, we will be entitled to close each Unallocated Account and account to the applicable Fund for the proceeds after deducting any amounts due to us under this Agreement.

10.5

11.

NOTICES

11.1

Form : Subject to clause 11.5, any notice, notification, instruction or other communication under or in connection with this Agreement shall be given in writing. References to writing include electronic transmissions that are of the kind specified in clause 11.2.

11.2

11.3

Deemed receipt on notice : A notice, notification, instruction or other communication under or in connection with this Agreement will be deemed received only if actually received or delivered.

11.4

11.5

Instructions Relating to Bullion : All notices, notifications, instructions and other communications relating to the movement of Bullion in relation to a Fund’s Unallocated Account shall be by way of authenticated electronic transmission (including tested telex and authenticated SWIFT), and shall be addressed to:

Precious Metals Operations

HSBC Bank Plc

8 Canada Square

London E14 5HQ

Tested Telex: 889217 RNB

SWIFT: BLIC GB2L

12.

GENERAL

12.1

No advice : We are under no duty or obligation under this Agreement to provide the Trust or any Fund with investment advice. The Trust and each Fund has relied upon its own judgment in asking us to open and maintain the Unallocated Accounts, and we shall not owe to the Trust or any Fund any duty to exercise any judgment on its behalf as to the merits or suitability of any transfer into, or withdrawals from, a Fund’s Unallocated Account.

12.2

12.3

12.4

12.5

12.6

12.7

Entire agreement : This document and the Allocated Bullion Account Agreement represents our entire agreement, and supersedes any previous agreements between the parties, relating to the subject matter of this Agreement.

12.8

12.9

Business Days : If any obligation of a party falls due to be performed on a day which is not a Business Day in respect of the Unallocated Account in question, then the relevant obligations shall be performed on the next succeeding Business Day applicable to such account.

12.10

Processing of account entries : Except for physical withdrawals as to which transfer of ownership is determined at the Point of Delivery, records of (i) all deposits to and withdrawals from an Allocated Account and all debits and credits to an Unallocated Account which, pursuant to instructions given in accordance with this Agreement and the Allocated Bullion Account Agreement, occur on a Business Day and (ii) all end of Business Day account balances in such Allocated Account and such Unallocated Account are prepared overnight as at the close of our business (usually 4:00 p.m. London time) on that Business Day. For avoidance of doubt, the foregoing sentence is illustrated by the following examples, which are not intended to create any separate obligations on our part:

12.11

Maintenance of this Agreement : Concurrently with this Agreement, the parties are entering into the Allocated Bullion Account Agreement. That agreement shall remain in effect as long as this Agreement remains in effect, and if that agreement is terminated, this Agreement terminates with immediate effect.

12.12

Prior Agreements : The Agreement supersedes and replaces any prior existing agreement between the parties relating to the same subject matter.

12.13

13.

GOVERNING LAW AND JURISDICTION

13.1

13.2

Jurisdiction : The parties 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 party irrevocably submits to the non-exclusive jurisdiction of such courts, waives any claim of forum non conveniens and any objections to the laying of venue, and further waives any personal service.

13.3

13.4

Our address for service of process:

Your address for service of process

HSBC Bank Plc

8 Canada Square

London, E14 5HQ, United Kingdom

Attention: Precious Metals Department

Legal Department


EXECUTED by the parties as follows

Signed on behalf of

HSBC BANK PLC by

Signature:
		Name:
		Title:

Signed on behalf of

WORLD CURRENCY GOLD TRUST
On behalf of each of its series listed on Schedule A, attached hereto
by

Signature:
		Name:
		Title:

Schedule A

Name of Fund (each a series of the Trust)

1.	Long Dollar Gold Trust

2.	[Euro Gold Fund]

Exhibit 10.4

Form of Index License Agreement

by and between

Solactive AG

Guiollettstr. 54

60325 Frankfurt am Main

- hereinafter referred to as “Solactive” -

and

WGC USA Asset Management Company, LLC

685 Third Avenue, Suite 2702

New York, NY 10075

- hereinafter referred to as “Licensee” -

jointly referred to hereinafter as “Parties” -

Content



§ 1 Index Calculation			3

§ 2 Dissemination of Indices			4

§ 3 Rights in Indices and Index Prices			4

§ 4 Obligations of Parties regarding calculated Indices			5

§ 5 Issuer’s Statement			5

§ 6 Trade Mark Rights			6

§ 7 Obligations of Solactive			7

§ 8 Limitation of Liability			7

§ 9 Remuneration			8

§ 10 Taxes			10

§ 11 Term of agreement			10

§ 12 Termination of agreement			11

§ 13 Transfer of Solactive’ Rights and Obligations to a Third Party			11

§ 14 Transfer of Duties to Third Parties			12

§ 15 Confidentiality			12

§ 16 Contact			13

§ 17 Final Provisions			14

Addendum 1 Order Schedule			16

Addendum 2 CUSIP			17

Addendum 3 SEDOL			19

§ 1 Index Calculation; License Grant

Subject to the provisions of this agreement Solactive will continually calculate the Indices set out in the relevant Order Schedule and will continually maintain and disseminate them from (and including), in each case, the relevant Index calculation start date.

Solactive shall use its best efforts to ensure that the Indices are calculated and maintained correctly. Solactive is responsible for any third-party fees related to its calculation and maintenance of the Indices, including any such fees for Index Data (as defined below).

Solactive shall also post the current Index composition (Index name, elements and weighting) of certain Indices on the Internet as the Parties may reasonably agreee.

Solactive shall maintain the Indices in accordance with the Index guidelines.

Solactive shall use the criteria for compiling and calculating the Indices, and the weighting and the calculation formula set out in the respective Index guidelines.

Solactive is entitled to develop materials providing information on the Indices (“Materials”) for investors and other third parties and to publish such Materials on its websites also, subject to the reasonable review and input from the Licensee, and in compliance with all applicable laws, rules, and regulations.

If there should be unforeseeable circumstances which necessitate an extraordinary Index adjustment, Solactive shall prepare the adjustment taking account of the stipulations of the Index guideline.

Notwithstanding the foregoing, Solactive shall not exercise its rights to post, publish, or otherwise distribute information described above to the extent such posting, publication, or other distribution would, or would reasonably be expected to, undermine the Licensee’s exclusive rights granted hereunder, or subject the Licensee to potential liability.

Solactive hereby grants to the Licensee, a non-transferable (except pursuant to §13), worldwide, exclusive right and license for Licensee to:

use, reproduce and distribute the Indices, including any published methodology, Index guidelines, performance data, index levels, and any additional data/information identified on an applicable Order Schedule (collectively “Index Data”), to create, issue, launch, and market the Licensee’s investment products, and authorize others to do so (such products, including those sponsored or advised by the Licensee, are collectively referred to herein as“Investment Products”);

use and refer to Solactive’s applicable names, trademarks, and/or service marks (collectively the “Solactive Marks”) as reasonably necessary to: (i)

create, issue, launch, and market the Investment Products, including to identify and describe Solactive’s role with respect to the Indices, and/or (ii) otherwise to exercise its rights and perform its obligations under this Agreement and the applicable Order Schedules; and

use the applicable Indices (including the Index Data) to: (i) create derivative data from the applicable Indices and Index Data for use with the Investment Products (collectively “Derived Data”), and (ii) publish the applicable Indices and Derived Data on Licensee’s website(s) relating to the applicable Investment Products.

For clarity, the licenses granted in § 1(9) may be sublicensed by the Licensee to: (i) the Licensee’s affiliates, and (ii) the Licensee’s and/or its affiliates’ applicable third-party service providers; provided however, that any such service providers are acting for the benefit of the Licensee and/or its affiliates. The licenses granted in § 1(9) shall be exclusive to the Licensee, meaning that neither Solactive nor any of its affiliates shall create, issue, launch, or market any investment product or other financial instrument based on any of the Indices, and/or license any of the Indices to any affiliate or third party for the purpose of creating or issuing any investment product or other financial instrument. Such exclusivity shall be perpetual, and shall survive expiration or termination of this agreement for any reason. Licensee’s exclusivity shall not be construed to limit Solactive’s ability to license the Solactive Marks to third parties with respect to other Solactive indices ( i.e. , other than the Indices), and any products based on such other indices.

§ 2 Dissemination of Indices

Solactive is entitled and obliged to include and distribute the Indices in a market data dissemination. Dissemination of the Indices entails the prices of the Indices (hereinafter “Index Prices”) and the name of the Index. Solactive shall stipulate the technical format of Dissemination and may modify this as required at its own discretion without prior coordination with the Licensee.

To the extent that Indices and the Index Prices of the Licensee which have been disseminated via price marketing activities are used by the contractual Parties to the Market Price Dissemination Agreements or third parties in breach of the provisions of the Price Marketing Agreement for Vendors and Re-vendors this shall not give rise to any claims on the part of the Licensee against Solactive. If Solactive becomes aware of any abuse, it will however endeavour to prohibit it as soon as possible.

Any revenue obtained from the market price dissemination of the Indices and the Index Prices shall inure solely to Solactive. Solactive shall make such market price available on commercially reaonable terms to third parties as Licensee may request.

§ 3 Rights in Indices and Index Prices

Except as expressly permitted herein, the Licensee may not disseminate Indices and Index Prices itself via Vendors or disseminate non-public information provided to it by Solactive internally or externally or grant third parties access to such information. The Licensee is permitted to use and name the Indices in marketing materials and on its own website and to issue financial products, particularly exchange traded funds, linked to the Indices.

As far as commercially reasonable, the Licensee shall make the following statement at the beginning (or other placement in the Licensee’s reasonable judgment) of any written or electronic use of one of the Indices: “Index calculated by Solactive AG”. This may take the form of a clearly marked footnote.

3.	At the request of Solactive the Licensee shall provide evidence that the afore-mentioned obligations have been fulfilled.

§ 4 Obligations of Parties regarding calculated Indices

As far as is possible and can reasonably be expected each Party shall provide the other on request with all information available to it on the Indices. This obligation to provide information is limited to information and Index Data which are [publicly available]. In particular it does not include information and data which are classified as operating or business secrets of the Parties or for which one Party is obliged to observe confidentiality for other reasons.

The calculations of the Indices are generated automatically and only monitored by an employee of Solactive during the trading hours of the Stuttgart Stock Exchange (Baden-Württembergische Wertpapierbörse), however at most between 09:00 a.m. to 8:00 p.m. CET. At all other times the calculations are generated automatically without being monitored by a Solactive employee.

3.	If Solactive notices that it has made an error in calculating the Index it shall notify the Licensee without undue delay through the usual information channels and, as far as necessary, shall notify the Licensee without undue delay of any necessary corrections.

§ 5 Issuer’s Statement

The Licensee’s regulatory and promotional materials shall under no circumstance give the impression that the Investment Products issued are issued by Solactive. When relevant, these materials shall include the following text or at least material components thereof: “The financial instrument is not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regard to the results of using the Index and/or Index trade mark or the Index Price at any time or in any other respect. The Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Index is calculated correctly. Irrespective of its obligations towards the Issuer, Solactive AG has no obligation to point out errors in the Index to third parties

including but not limited to investors and/or financial intermediaries of the financial instrument. Neither publication of the Index by Solactive AG nor the licensing of the Index or Index trade mark for the purpose of use in connection with the financial instrument constitutes a recommendation by Solactive AG to invest capital in said financial instrument nor does it in any way represent an assurance or opinion of Solactive AG with regard to any investment in this financial instrument.”

The Licensee and not Solactive is responsible for fulfilling the legal requirements concerning the accuracy and completeness of a securities prospectus for the Investment Products permitted hereunder; provided however, that Solactive shall at all times reasonably cooperate with the Licensee’s fulfillment of these requirements, at no additional cost.

§ 6 Trade Mark Rights

The name of the Indices shall be as set forth in the applicable Order Schedule. The Licensee warrants that it is the owner of the trade marks specified in the relevant Order Schedule (collectively, the “Licensee Marks”) or that is granted sufficient rights of use in the trade marks to implement this agreement including the right to grant rights to Solactive as provided for in this agreement.

The Licensee hereby grants Solactive for the term of the agreement the non-exclusive and non-transferable right to use the Licensee Marks listed in the relevant Order Schedule subject to the provisions of this agreement and to extend necessary to fulfil its obligations under this agreement. Solactive acknowledges and agrees that Licensee owns (and shall retain) all right, title, and interest in and to the Licensee Marks, and that any use of the Licensee Marks by Solactive and any associated goodwill will inure solely to the Licensee’s benefit. Solactive will not itself (and will not permit any affiliate or any third party to) register any Licensee Mark or any confusingly similar marks or domain names, or any variation or extension of them, anywhere in the world.

Solactive agrees only to use the Licensee Marks listed in the relevant Order Schedule in their registered form, and/or in the form set forth in the relevant Order Schedule. All items or materials bearing the Licensee Marks produced or distributed by Solactive, and any activities conducted by Solactive in connection with the Licensee Marks shall be maintained at a level of quality reasonably acceptable to the Licensee, and Solactive shall use the Licensee Marks in compliance with all applicable laws, rules, and regulations, and standards of quality at least comparable to those of Licensee immediately before the effective date of this agreement, as well as any other quality standards that Licensee may from time to time reasonably impose with respect to the display of and nature of activities associated with the Licensee Marks. Any new use (i.e., any proposed use of the Licensee Marks that has not been previously approved by the Licensee) will require the Licensee’s prior written approval. Solactive shall submit any such request for approval in writing to the Licensee at the contact information set forth in § 16 below. The Licensee shall have ten (10) business days after receiving all requested information to approve or reject the proposed use. If the proposed use is

neither approved nor rejected within such period, the proposed use shall be deemed rejected. Any subsequent use of the Licensee Marks that does not materially differ from a previously approved use shall not require additional express approval by the Licensee. Once every year and at other times upon the Licensee’s request, Solactive shall deliver to the Licensee, representative samples of each item using the Licensee Marks. If the Licensee reasonably determines that Solactive fails to maintain a consistent and appropriate level of quality in accordance with the terms of this agreement, then Licensee may request that Solactive take reasonable steps to remedy any such deficiencies and Solactive shall promptly comply with such requests.

As far as technically possible, Solactive shall post a license statement of the Licensee Marks listed in the relevant Order Schedule at the beginning of any written or electronic use. Unless specific circumstances make a different procedure more appropriate the license statement shall take the form of the ^® symbol and a footnote explaining that the trade mark is a registered trade mark of the Licensee or a third party, as applicable. If a particular Index consists of trade marks which have different owners it is sufficient for the “ ^® ” symbol to be used once only at the end of the full name provided that the footnote makes it clear that there is more than one trade mark owner.

Subject to the last sentence of § 8(1), the Licensee shall indemnify, defend, and hold Solactive harmless against any claims which may be filed against Solactive by third parties with regard to Solactive’s use of the Licensee Marks listed in the relevant Order Schedule in as far as these are used by Solactive in accordance with the provisions of this agreement and to the extent necessary to fulfil its obligations under this agreement.

§ 7 Obligations of Solactive

Solactive shall fulfil its contractual obligations, in particular calculation of the Indices with the care of a prudent businessman and dissemination of such indexes. Solactive shall only be liable for direct or indirect losses particularly those arising from incorrect calculation and dissemination of the Indices as provided for under § 8.

Subject to the last sentence of § 8(1), Solactive shall indemnify, defend, and hold the Licensee and its applicable affiliates and sublicensee harmless against any claims which may be filed against any of them by third parties with regard to the use of the Indices, the Index Data, the Materials, and the Solactive Marks in as far as these are used by the Licensee (and its applicable affiliates and sublicensees) in accordance with the provisions of this agreement.

§ 8 Limitation of Liability

Solactive has unlimited liability for injury to life, body or health; and losses incurred by the Licensee caused by intent. Neither Party shall be liable to the other Party for any losses to the other Party caused by simple negligence. The Parties agree that incorrect calculation by Solactive of the Index as a result of negligence shall merely constitute simple negligence as opposed to gross negligence unless in an individual case the

Licensee proves that the incorrect calculation was the result of gross negligence. Each Party’s (including its respective affiliates’) aggregate liability to the other Party or any third party in connection with this agreement shall not exceed U.S. $400,000 (such amount, the “Aggregate Liability Cap”).

Nothing in this agreement excludes or limits Solactive’s liability to the extent that any applicable law precludes or prohibits any exclusion or limitation of liability. Except in connection with each Party’s indemnification obligations hereunder (subject to the Aggregate Liability Cap), neither Party shall be liable to the other Party for any indirect or consequential damages, including, but not limited to, lost time, lost money, lost profits or good-will, whether in contract, tort, strict liability or otherwise, and whether or not such damages are foreseen or unforeseen.

Each Party’s claims for compensation shall be time barred after one year, except in the case of liability owing to intent. The limitation period shall begin at the end of the year in which the claim arose and the Party bringing the claim gains knowledge of the circumstances giving rise to the claim or would have gained knowledge thereof had it not been committing gross negligence.

Neither Party shall be liable for losses incurred by the other Party owing to force majeure, unrest, war and natural occurrences or other events for which it is not responsible (e.g. strikes, lock-outs, disruption to transport, orders issued by domestic and foreign authorities not caused by culpable conduct) or disruptions to technical installations such as the IT system which have not been caused by culpable conduct. Force majeure shall also include computer viruses or attacks on IT systems by hackers provided that suitable precautionary measures have been taken and the Party claiming force majeure did not act in a culpable manner in making the virus or hacker attack possible.

Each Party shall take all commercially reasonable steps to mitigate the losses and damages it incurs in relation to any claim or action which it brings against the other Party. A breach of this duty may lead to a reduction of the claim for damages of the Party bringing the claim against the other Party.

Except as may be covered by Solactive’s indemnification obligations in §7(2): (a) Solactive does not accept liability for losses of any type whatsoever caused to the Licensee or third parties in connection with the issue, marketing, quoting, trade or advertising of the Investment Products issued by the Licensee, and (b) the Licensee indemnifies Solactive in this respect for any third party claims related to the Licensee’s Investment Products, subject to the last sentence of § 8(1).

§ 9 Remuneration

[ The Licensee shall pay remuneration in return for calculation, maintenance and dissemination of the Indices from (and including) the Index calculation start date set out in the applicable Order Schedule in accordance with the remuneration schedule set out in the present Section 9 in conjunction with the applicable Order Schedule plus value added tax at the applicable statutory rate as provided for in § 10 below. For the purposes of determining the remuneration, it does not matter whether the transactions are private placements or OTC which do not have an ISIN.

In case of inflation in Europe, the fix remuneration will be adjusted annually depending on the 12 months average performance of the Harmonized Index of Consumer Prices (HICP) – All items of the Euro area, published by Eurostat on a monthly basis on their website: http://epp.eurostat.ec.europa.eu/portal/page/portal/hicp/data/main_tables. The relevant month will be November which is published by Eurostat in December of each year.

3.	If agreed between the Parties, regular reporting to Solactive on the financial instruments issued will be necessary so that the remuneration can be calculated and billed.

The issues shall be reported quarterly by the seventh trading day (according to the trading calendar of the Stuttgart Stock Exchange) of the month following a quarter’s end (“ Reporting Deadline ”).

If the remuneration for an index is calculated on the basis of the average assets under management, the average assets under management must be reported as well as the frame data of the financial instruments which refer to the corresponding Index.

4.	The agreed fixed remuneration will be charged annually in advance. In case a security has not been outstanding over an entire month, the remuneration is reduced respectively.

5.	The agreed variable remuneration will be charged per calendar quarter. Remuneration will be due for each calendar month for each Index. This remuneration shall be the product of

the average assets under management of a financial instrument issued on the basis of the respective Index during the month and

the remuneration per annum shown in the applicable Order Schedule in basis points divided by 12.

In case a security has not been outstanding over an entire month, the remuneration is reduced respectively.

Variable remuneration will be charged to the Licensee as soon as the data has been reported and evaluated.

If the regular Reporting Deadline has expired and the Licensee has not submitted the outstanding report to Solactive by the end of the next reporting deadline following the expired reporting deadline despite having been sent a reminder, Solactive may make a

provisional estimate of the remuneration due at its due discretion using suitable criteria (such as data reported for the previous months) and charge this to the Licensee as an advance on the actual amount due. This shall have no effect on the right to terminate without notice. ]

The Licensee shall pay remuneration to Solactive in the amount of an agreed fixed annual amount set out in the applicable Order Schedule in return for the licenses granted by Solactive hereunder, and Solactive’s calculation, maintenance and dissemination of the Indices and performance of its other obligations hereunder. Solactive shall issue an invoice annually in advance for such fixed remuneration due. All invoices shall be due promptly upon Licensee’s receipt. If the Licensee has not rendered payment within 30 days of receiving the invoice, default interest of two percentage points per annum above the respective base interest rate as announced by the Deutsche Bundesbank in the Federal Gazette shall be due calculated as of delivery of the invoice, and Solactive is entitled to claim a lump sum amounting to 40 Euro. This shall have no effect on Solactive’ right to reimbursement of any default loss over and above this.

7.	The Parties agree that there shall be no entitlement to remuneration over and above that set out in the applicable Order Schedule or to reimbursement of expenses or costs.

§ 10 Taxes

The Licensee shall pay any applicable value-added, sales, goods and services or similar taxes that Solactive might be required to charge and remit. The Licensee shall not be responsible for taxes payable by Solactive, if and to the extent that tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by Solactive.

The Licensee shall make all payments to be made by it without deduction of any taxes, unless a tax deduction is required by law. If a tax deduction is required by law to be made by the Licensee, the amount of the payment due from the Licensee shall be increased to an amount which (after making any tax deduction) leaves an amount equal to the payment which would have been due if no tax deduction had been required.

3.	The Parties will reasonably cooperate with each other to determine and minimize their respective tax liabilities. Solactive will cooperate with the Licensee’s reasonable requests for tax-related information and documents.

§ 11 Term of agreement

This agreement takes effect when it has been signed by both Parties.

This agreement shall remain in effect until terminated pursuant to § 12.

§ 12 Termination of agreement

1.	This agreement may be terminated by either Party upon one year’s prior written notice to the other Party.

Each party may also terminate this agreement without notice for good cause. Good cause shall be deemed present, in particular, if the other party to the agreement is in breach of material contractual obligations and if such party does not put an end to the breach within a reasonable deadline set in writing despite a formal warning. Inter alia there is a breach of material contractual obligations if a third party asserts a right with regard to a trade mark which falls under the subject of the agreement. Each Party shall report this to the other Party unrequested.

4.	Instead of terminating the entire agreement for good cause the Parties may also prohibit the calculation of individual Indices by way of partial termination, allowing the rest of the agreement to continue to apply.

Solactive has a special termination right allowing it to terminate this agreement in whole or in part upon no less than ninety (90) days’ prior written notice to the Licensee if the costs in one calendar quarter to Solactive for necessary use of the data of the stock exchanges in connection with calculation of an Index increase to such an extent that they exceed the remuneration received by Solactive pursuant to § 10 in the same period for this Index. All provisions of this agreement which expressly or by implication are intended to survive its expiration or termination will survive and continue to bind the Parties, including but not limited to the provisions regarding the Parties’ ownership of their respective intellectual property (including trade marks), limitations of liability, indemnification obligations, and Licensee’s exclusive rights hereunder.

6.	Any termination declarations associated with this agreement shall be made in writing.

§ 13 Transfer of Rights and Obligations to a Third Party

At the request of a Party the other Party is obliged to consent to this agreement being transferred to a third party; provided however, that any such third party shall agree in writing to be bound by the terms and conditions of this agreement. The obligation to consent shall not apply if there are cogent reasons associated with the identity of the third party which preclude such consent and if such reasons make it unreasonable to expect the non-transferring Party to consent to such third parties assuming this agreement, even if the interests of the Party requesting the transfer are taken into account.

§ 14 Transfer of Duties to Third Parties

Solactive may use third parties (reasonably acceptable to the Licensee) as vicarious agents; provided however, that Solactive shall remain responsible and liable for the acts or omissions of any such third parties. This includes in particular companies which take decisions jointly with Solactive on the composition and amendments to the composition of the Indices.

§ 15 Confidentiality

The Parties shall use all matters, facts and information concerning the Parties (hereinafter “Confidential Information”) solely for the purposes described in this agreement and shall treat such Confidential Information confidentially unless they are required to disclose it by statute. This applies in particular to the amount of remuneration due under this agreement and to the content of this agreement. The Parties shall impose this confidentiality obligation on any vicarious agents, members of corporate bodies, employees or advisers who are given access to the Confidential Information. In so doing, the Parties shall ensure, to the extent admissible under employment law, that the confidentiality obligation imposed on the employees shall continue to apply in the event that employees leave the services of a party under obligation during the term of this confidentiality obligation. If Confidential Information is disclosed to third parties the other party shall be informed without undue delay.

2.	These confidentiality obligations shall apply for the term of this agreement and for a five-year period after it has ended or after complete fulfilment.

3.	This confidentiality obligation shall not apply to such information which can be proved to have been

known to the recipient prior to communication,

publicly known at the time of communication,

publicly known after its communication without the recipient being responsible for this,

made available to the recipient by a third party by lawful means after communication and without restriction with respect to confidentiality or use,

developed by the recipient independently prior to communication.

§ 16 Contact

Unless otherwise agreed in writing all communications or other notifications under this agreement shall be in English, and addressed as follows:

Solactive:

Solactive AG

Guiollettstr. 54

60325 Frankfurt am Main

Germany

Attn.

Mr Steffen Scheuble

Telephone: +49 69 719 160 20

Fax: +49 69 719 160 25

E-Mail: scheuble@solactive.com

Licensee:

WGC USA Asset Management Company, LLC

685 Third Avenue, Suite 2702

New York, NY 10075

USA

Attn.

Telephone:

Fax:

E-mail:

§ 17 Final Provisions

1.	The place of performance and fulfillment is the registered office of Solactive.

This agreement shall be governed by the laws of the State of New York, USA without reference to or inclusion of the principles of choice of law or conflicts of law of that jurisdiction. It is the intent of the Parties that the substantive law of the State of New York govern this agreement and not the law of any other jurisdiction incorporated through choice of law or conflicts of law principles. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this agreement shall be brought and prosecuted only in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York in and for the First Judicial Department and by execution of this Agreement, each Party hereto submits to the exclusive jurisdiction of such court (subject to removal to Federal court in accordance with applicable law in the case of any action commenced in State court) and waives any objection it might have based upon improper venue or inconvenient forum. Each Party hereto hereby waives any right it may have in the future to a jury trial in connection with any legal action, proceeding controversy or claim between the Parties arising out of or relating to this Agreement.

3.	If Licensee receives CUSIPs as part of this agreement, Addendum 2 applies. These terms are mandated by Standard & Poors and may not be altered by Licensee.

4.	If Licensee receives SEDOL codes as part of this agreement, Addendum 3 applies. These terms are mandated by London Stock Exchange and may not be altered by Licensee.

5.	Amendments to the agreement and collateral agreements must be in writing to be valid. This also applies to any agreement waiving or restricting the written form requirement pursuant to sentence 1. No oral collateral agreements have been made.

If an individual provision of this agreement should be or become invalid this shall not affect the validity of the other provisions. The invalid provision shall be replaced by a valid provision which as far as possible shall reflect the economic intent of the invalid provision. The same shall apply if this agreement contains a lacuna. This shall be remedied by a clause which reflects the original intention of the Parties or what they would have intended had they been aware of the lacuna.

7.	This agreement shall be read and construed, in respect of each Index, in conjunction with the relevant Order Schedule. In the case of any discrepancy between an Order Schedule and this agreement, the terms of the Order Schedule will prevail.

8.	The Addenda named in this agreement constitute an integral part of it.

Addendum 1: Order Schedule

Addendum 2: CUSIP

Addendum 3: SEDOL


Frankfurt am Main, XX.XX.XXXX				XXX,

Solactive AG				WGC USA Asset Management Company, LLC

Addendum 1 Order Schedule

ORDER SCHEDULE

dated as of xx xx xxxx

relating to the Index License Agreement dated as of xx xx xxx

entered into between Solactive AG and WGC USA Asset Management Company, LLC

(“Index License Agreement”).

The terms and conditions of the Index License Agreement are hereby incorporated herein by reference. Therefore, this Order Schedule shall be read and construed in accordance with, the Index License Agreement. Capitalized terms used but not otherwise defined in the present Order Schedule shall have the meanings ascribed to such terms in the Index License Agreement. In the event of a conflict between the terms and conditions set forth in the Index License Agreement and in the present Order Schedule, the terms and conditions set forth in the present Order Schedule shall prevail.

1. List of Indices covered by this Order Schedule and the respective Index calculation start date

No.:

Name of Index

Index calculation start

date

GLD ^® Long USD Gold Index

[TBD]

2. Trade Marks of Licensee

No.:

Trade Marks

Trade Mark

owner

Trade Mark registered

[TBD]

3. Table of remuneration

No.:

Name of Index

Fixed

remuneration

per annum

Variable

remuneration

per annum in

basis points

Bloomberg

Cost /

Vendor Fee

GLD ^® Long USD Gold Index

[TBD]

N/A


Sign for and on behalf of Solactive AG				Sign for and on behalf of WGC USA Asset Management Company, LLC

Frankfurt am Main, XXXX				XXXX,

Addendum 2 CUSIP

Licensee agrees that for the duration of this agreement and any license granted hereunder, it shall comply with the following terms:

Licensee agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, Standard & Poor’s CUSIP Service Bureau (“CSB”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to Licensee in such materials or in any of the information contained therein. Any use by Licensee outside of the clearing and settlement of transactions requires a license from the CSB, along with an associated fee based on usage. Licensee agrees that misappropriation or misuse of such materials will cause serious damage to CSB and ABA and that in such event money damages may not constitute sufficient compensation to CSB and ABA; consequently, Licensee agrees that in the event of any misappropriation or misuse, CSB and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CSB and ABA may be entitled;

Licensee agrees that Licensee shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Licensee further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CSB; and

NEITHER CSB, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO LICENSEE ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CSB, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CSB, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE EXCEED THE FEE PAID BY LICENSEE FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CSB AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.

Licensee agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

ISIN Data . Licensee agrees that for the duration of this agreement and any perpetual license granted hereunder, it shall comply with the following terms: Licensee shall have an appropriate license as necessary to obtain the applicable ISIN data. “ISIN” means International Securities Identifying Number .

Addendum 3 SEDOL

Licensee agrees that for the duration of this agreement and any license granted hereunder, it shall comply with the following terms:

Licensee may not reproduce and/or extract or re-distribute SEDOLs other than with the London Stock Exchange´s prior written consent. Solactive will advise London Stock Exchange if it becomes aware of any breach of that prohibition by Licensee.

Licensee is responsible of obtaining the relevant licenses for reproduction and / or extraction or redistribution of the SEDOL codes contained within the files provided by Solactive AG to Licensee.

Exhibit 10.5

LOGO

FORM OF FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

THIS AGREEMENT is made as of , 20 by and between the World Currency Gold Trust (the “Trust”), a Delaware statutory trust organized in series, on behalf of each of its series (each, a “Fund” and collectively, the “Funds”) as listed on Exhibit A hereto (as such Exhibit be amended from time to time) and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business (“BNY Mellon”).

W I T N E S S E T H :

WHEREAS, the Trust, on behalf of each Fund, desires to retain BNY Mellon to provide the services described herein, and BNY Mellon is willing to provide such services, all as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

Definitions.

Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below:

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

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

“ Authorized Person ” shall mean each person, whether or not an officer or an employee of the Trust, duly authorized to execute this Agreement and to give Instructions on behalf of the Trust as set forth in Exhibit B hereto and each Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto. From time to time the Trust may deliver a new Exhibit B to add or delete any person and BNY Mellon shall be entitled to rely on the last Exhibit B actually received by BNY Mellon.

“ BNY Mellon Affiliate ” shall mean any office, branch, or subsidiary of The Bank of New York Mellon Corporation.

“ Confidential Information ” shall have the meaning given in Section 22 of this Agreement.

“ Documents ” shall mean such other documents, including but not limited to, resolutions of the Sponsor authorizing the execution, delivery and performance of this Agreement by the Trust, and opinions of outside counsel, as BNY Mellon may reasonably request from time to time, in connection with its provision of services under this Agreement.

“ Gold ” shall mean gold bullion meeting the requirements of London Good Delivery.

“ Index ” shall mean the underlying index for each Fund.

“ Instructions ” shall mean Oral Instructions or written communications actually received by BNY Mellon by S.W.I.F.T., tested telex, letter, facsimile transmission, or other method or system specified by BNY Mellon as available for use in connection with the services hereunder, from an Authorized Person or person believed in good faith to be an Authorized Person.

“ Investment Advisor ” shall mean the entity identified by the Trust to BNY Mellon as the entity having investment responsibility with respect to the Trust.

“ LBMA ” means The London Bullion Market Association.

“ London Good Delivery ” shall have the meaning assigned in the “The Good Delivery Rules for Gold and Silver Bars” published by the LBMA.

“ Net Asset Value ” shall mean the per share value of a Fund, calculated in the manner described in the Funds’ Offering Materials.

“ Offering Materials ” shall mean the Funds’ currently effective prospectus and most recently filed registration statement with the SEC relating to shares of the Funds.

“ Organizational Documents ” shall mean certified copies of the Trust’s articles of incorporation, certificate of incorporation, certificate of formation or organization, certificate of limited partnership, bylaws, limited partnership agreement, memorandum of association, limited liability company agreement, operating agreement, confidential offering memorandum, material contracts, Offering Materials, all SEC exemptive orders issued to the Trust, required filings or similar documents of formation or organization, as applicable, delivered to and received by BNY Mellon.

- 2 -

“ Oral Instructions ” shall mean oral instructions received by BNY Mellon under permissible circumstances specified by BNY Mellon, in its sole discretion, as being from an Authorized Person or person believed in good faith by BNY Mellon to be an Authorized Person.

“ Reference Currency ” shall mean each currency referenced in a Fund’s underlying Index.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Laws ” means the 1933 Act and the 1934 Act.

“ Shares ” means the shares of beneficial interest of any series or class of the Trust.

“ Sponsor ” means the designated sponsor of the Trust, currently WGC USA Asset Management Company, LLC.

Appointment.

The Trust, on behalf of each Fund, hereby appoints BNY Mellon as its agent for the term of this Agreement to perform the services described herein. BNY Mellon hereby accepts such appointment and agrees to perform the duties hereinafter set forth.

Representations and Warranties.

(a) The Trust, on behalf of each Fund, hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that:

(i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund and to perform its obligations hereunder;

(ii) This Agreement has been duly authorized, executed and delivered by the Trust, on its own behalf and on behalf of each Fund, in accordance with all requisite action and constitutes a valid and legally binding obligation of such Fund, enforceable in accordance with its terms;

- 3 -

(iii) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement;

(iv) The method of valuation of Gold and each Reference Currency and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Funds would violate any applicable laws or regulations, the Funds shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Gold, each Reference Currency, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Gold and each Reference Currency and/or compute Net Asset Value or other computations in a manner each Fund specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by such Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing;

(v) Each person named on Exhibit B hereto is duly authorized by the Trust to be an Authorized Person hereunder;

(vi) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants.

(b) BNY hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing that:

(i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power and authority to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

- 4 -

(ii) This Agreement has been duly authorized, executed and delivered by BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms;

(iii) It has, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators.

Delivery of Documents.

The Trust and each Fund shall promptly provide, deliver, or cause to be delivered from time to time, to BNY Mellon the Trust’s Organizational Documents, a copy of any and all SEC exemptive orders issued to the Trust, and Documents and other materials used in the distribution of Shares and all amendments thereto as may be reasonably necessary for BNY Mellon to perform its duties hereunder. BNY Mellon shall not be deemed to have notice of any information (other than information supplied by BNY Mellon or contained in an Organizational Document or Document previously delivered to BNY Mellon) contained in such Organizational Documents, Documents or other materials until they are actually received by BNY Mellon.

Duties and Obligations of BNY Mellon.

(a) Subject to the direction and control of the Sponsor and the provisions of this Agreement, BNY Mellon shall provide to each Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto.

(b) In performing hereunder, BNY Mellon shall provide, at its expense, office space, facilities, equipment and personnel.

(c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund’s financial records, other than those listed in Schedule I attached hereto, or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Fund or any

- 5 -

other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. The scope of services provided by BNY Mellon under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Fund, unless the parties hereto expressly agree in writing to any such increase in the scope of services.

(d) The Trust, on behalf of each Fund, shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, current administrator (if any), transfer agent, and any other service provider to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which BNY Mellon reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons. BNY Mellon shall not be liable for any loss, damage or expense resulting from or arising out of the failure of a Fund to cause any information, documents or advice to be provided to BNY Mellon as provided herein and shall be held harmless by each Fund when acting in good faith reliance upon such information, documents or advice relating to such Fund, provided that BNY has carried out its duties in accordance with its standard of care as set forth herein. All fees or costs charged by such persons shall be borne by the appropriate Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized or subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information.

(e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder.

(f) The Trust, on behalf of each Fund, shall furnish BNY Mellon with any and all

- 6 -

instructions, explanations, information, specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of net asset value, any accrual for any federal, state, or foreign income taxes unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of the same to be included in liabilities and expenses or used to reduce net asset value. The Trust, on behalf of each Fund, shall also furnish BNY Mellon with valuations for Gold and each Reference Currency if BNY Mellon notifies the Trust that same are not available to BNY Mellon from a pricing service utilized, or subscribed to, by BNY Mellon which the Trust directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Fund also may furnish BNY Mellon with valuations for Gold and each Reference Currency and instruct BNY Mellon in Instructions to use such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any pricing service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Fund.

(g) BNY Mellon may apply to an Authorized Person of any Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for such Fund, and in the absence of manifest error, BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. Except as otherwise set forth herein, BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted.

- 7 -

(h) BNY Mellon may consult with counsel to the Trust, and shall be fully protected with respect to anything done or omitted by it provided that BNY Mellon acts in good faith and without negligence or willful misfeasance in carrying out such advice or opinion of such counsel to the Trust, and provided further that, any such action or omission by BNY Mellon is consistent with BNY Mellon’s rights and responsibilities under this Agreement.

(i) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall have no duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to its shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.

(j) BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I attached hereto, and no covenant or obligation, except for those set forth herein, shall be implied against BNY Mellon in connection with this Agreement.

(k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Trust, on behalf of a Fund, and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of Gold; the amounts or formula for calculating the amounts and times of accrual of Funds’ or Series’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of Gold or any Reference Currency; and amounts receivable or amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of Gold, Reference Currencies or other assets, or accruals of interest or earnings thereon, from a

- 8 -

pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of Gold, Reference Currencies or other assets by a Fund or any third party described in this sub-section (k) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of Gold or Reference Currencies.

(l) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund.

(m) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss, or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications, computer (hardware or software) services, or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Nor shall BNY Mellon be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon or a BNY Mellon Affiliate, to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. Upon the occurrence of any such delay or failure BNY Mellon shall use commercially reasonable best efforts to resume performance as soon as practicable under the circumstances.

- 9 -

Allocation of Expenses.

Except as otherwise provided herein, all costs and expenses arising or incurred in connection with the performance of this Agreement shall be paid by the Trust on behalf of each Fund, as appropriate, including but not limited to, organizational costs and costs of maintaining corporate existence, taxes, interest, brokerage fees and commissions, insurance premiums, compensation and expenses of such Fund’s Sponsor, directors, officers or employees, legal, accounting and audit expenses, management, advisory, sub-advisory, administration and shareholder servicing fees, charges of custodians, transfer and dividend disbursing agents, expenses (including clerical expenses) incident to the issuance, redemption or repurchase of Fund shares or membership interests, as applicable, fees and expenses incident to the registration or qualification under the Securities Laws, state or other applicable securities laws of each Fund or its shares or membership interests, as applicable, costs (including printing and mailing costs) of preparing and distributing Offering Materials, reports, notices and proxy material to such Fund’s shareholders or members, as applicable, all expenses incidental to holding meetings of such Fund’s Sponsor, directors and shareholders, and extraordinary expenses as may arise, including litigation affecting such Fund and legal obligations relating thereto for which the Fund may have to indemnify its sponsor, directors, officers, managers, and/or members, as may be applicable. Except as otherwise provided herein and in the related fee schedule, as may be amended from time to time, BNY shall pay all of its costs and expenses arising or incurred in connection with its performance under this Agreement.

Portfolio Compliance Services.

(a) If Schedule I contains a requirement for BNY Mellon to provide each Fund with portfolio compliance services, such services shall be provided pursuant to the terms of this Section 7 (the “Portfolio Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between BNY Mellon and the Trust, on behalf of each Fund, and the results of BNY Mellon’s Portfolio Compliance Services shall be detailed in a portfolio compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Trust. BNY Mellon shall have no responsibility or obligation to provide Portfolio Compliance Services other that those services specifically listed in Schedule I.

- 10 -

(b) The Trust, on behalf of each Fund, will examine each Compliance Summary Report delivered to it by BNY Mellon and notify BNY Mellon of any error, omission or discrepancy within ten (10) days of its receipt. The Trust agrees to notify BNY Mellon promptly in writing if it fails to receive any such Compliance Summary Report. In addition, if the Trust learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Trust will notify BNY Mellon of such condition promptly after discovery thereof.

(c) While BNY Mellon will endeavor to identify out-of-compliance conditions, BNY Mellon does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. Provided BNY acted without negligence or wilful misfeasance, in the event of any errors or omissions in the performance of Portfolio Compliance Services, a Fund’s sole and exclusive remedy and BNY Mellon’s sole liability shall be limited to re-performance by BNY Mellon of the Portfolio Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Regulatory Administration Services.

(a) If Schedule I contains a requirement for BNY Mellon to provide each Fund with compliance support services and/or Regulatory Administration services, such services shall be provided pursuant to the terms of this Section 8 (such services, collectively hereinafter referred to as the “Regulatory Support Services”).

(b) Notwithstanding anything in this Agreement to the contrary, the Regulatory Support Services provided by BNY Mellon under this Agreement are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person.

(c) All work product produced by BNY Mellon in connection with its provision of Regulatory Support Services under this Agreement is subject to review and approval by the

- 11 -

Trust and by the Trust’s legal counsel. The Regulatory Support Services performed by BNY Mellon under this Agreement will be at the request and direction of the Trust. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the adequacy and effectiveness of the Fund’s compliance program.

Standard of Care; Indemnification.

(a) [Except as otherwise provided herein, BNY Mellon shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement and BNY Mellon shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ fees) incurred by the Trust, or the Trust on behalf of a Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own gross negligence, bad faith, willful misfeasance, reckless disregard of its duties hereunder, or breach of any representation or warranty of BNY Mellon contained in this Agreement. In no event shall either party be liable to the other party or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action.]

(b) Subject to the limitations set forth in Section 10 below, the Trust and/or each Fund, as applicable, shall indemnify and hold harmless BNY Mellon from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by the Trust or a Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred by or which may be asserted by a third party against BNY Mellon, by reason of or as a result of any action taken or omitted to be taken by BNY Mellon in good faith hereunder or in reliance upon (i) the Trust’s Offering Materials or Documents (excluding information provided by BNY Mellon), (ii) any instructions of an officer of each Fund, or (iii) any opinion of legal counsel for each Fund pursuant to Section 5(i) of this Agreement, or arising out of transactions or other activities of such Fund which occurred prior to the commencement of this Agreement. Provided, that no Fund shall indemnify BNY Mellon for costs, expenses, damages, liabilities or claims for which BNY Mellon is liable under preceding subsection 9(a). This indemnity shall be a continuing obligation of the Trust and each Fund, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, the Trust

- 12 -

and/or each Fund, as applicable, shall indemnify BNY Mellon against and save BNY Mellon harmless from any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following:

(i) Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by or on behalf of a Fund;

(ii) Action or inaction taken or omitted to be taken by BNY Mellon pursuant to written or oral instructions of the Trust on behalf of the Funds or otherwise carried out by BNY Mellon without negligence, bad faith, willful misfeasance or reckless disregard of its duties hereunder;

(iii) Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with the advice or opinion of counsel for the Trust or a Fund or its own counsel pursuant to Section 5(h) of this Agreement;

(iv) Any improper use by the Trust or a Fund or its agents, distributor or investment advisor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement;

(v) The method of valuation and the method of computing each Fund’s net asset value to the extent such methods were instructed by a Fund or its agents, directly or by way of its Prospectus; or

(vi) Any valuations or net asset value provided by a Fund.

(vii) Actions taken or omitted in reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be from an Authorized Person, or upon the opinion of legal counsel for a Fund or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith.

- 13 -

10.

Limitation of Liability.

BNY Mellon agrees that, pursuant to Section 3804(a) of the Delaware Statutory Trust Act, the liabilities of each Fund shall be limited such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing and relating to this Agreement with respect to a particular Fund shall be enforceable against the assets of that particular Fund only, and not against the assets of the Trust generally or the assets of any other Fund and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for, or otherwise existing and relating to this Agreement with respect to the Trust generally and any other Fund shall be enforceable against the assets of such particular Fund.

11.

Compensation.

For the services provided hereunder, each Fund agrees to pay BNY Mellon such compensation as is mutually agreed to in writing by each Fund and BNY Mellon from time to time and such reasonable out-of-pocket expenses ( e.g. , telecommunication charges, postage and delivery charges, costs of independent compliance reviews, record retention costs, reproduction charges and transportation and lodging costs) as are incurred by BNY Mellon in performing its duties hereunder. Except as hereinafter set forth, compensation shall be calculated and accrued daily and paid monthly. Each Fund authorizes BNY Mellon to debit such Fund’s custody account for all amounts due and payable hereunder. BNY Mellon shall deliver to each Fund invoices for services rendered after debiting such Fund’s custody account with an indication that payment has been made. Upon termination of this Agreement before the end of any month, the compensation for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the effective date of termination of this Agreement. For the purpose of determining compensation payable to BNY Mellon, each Fund’s net asset value shall be computed at the times and in the manner specified in the Fund’s Offering Materials.

12.

Records; Visits.

(a) The books and records pertaining to the Trust and each Fund which are in the possession or under the control of BNY Mellon shall be the property of the Trust. The Trust and Authorized Persons shall have access to such books and records at all times during BNY Mellon’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided by BNY Mellon to the Trust or to an Authorized Person, at the Trust’s expense.

(b) BNY Mellon shall keep records relating to the services to be performed by BNY Mellon hereunder, in the form and manner to the extent required by Section 31 of the Investment Company Act of 1940 and the rules thereunder (the “Rules”) as if the Trust was subject to such Rules, and all such books and records shall be property of the Trust, will be preserved, maintained and made available to the Trust and will be surrendered promptly to the Trust on and in accordance with its request.

- 14 -

13.

Term of Agreement.

The term of this Agreement shall be one year commencing upon the date hereof and shall automatically renew for additional one-year terms unless either party provides written notice of termination at least ninety (90) days prior to the end of any one year term or, unless earlier terminated as provided below:

(a) Either party hereto may terminate this Agreement in the event the other party breaches any material provision of this Agreement, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 90 days of receipt of such notice.

(b) Either party hereto may terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any of the following: (i) a party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party any such case or proceeding; (ii) a party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against the party any such case or proceeding; (iii) a party makes a general assignment for the benefit of creditors; or (iv) a party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due. Either party hereto may exercise its termination right under this Section 13(b) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.

- 15 -

(c) The Trust may terminate this Agreement at any time upon ninety (90) days’ prior written notice in the event that the Sponsor determines to liquidate the Trust and terminate its registration with the Securities and Exchange Commission.

(d) Should the Trust exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Trust.

(e) The terms of Sections 9 and 10 shall survive any termination of this Agreement.

14.

Amendment.

This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and the Trust to be bound thereby, and authorized or approved by the Trust’s Sponsor.

15.

Assignment

(a) Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

(b) This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

(c) Notwithstanding the foregoing: (i) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; for the avoidance of doubt, BNY Mellon will be liable for any costs, expenses, damages, liabilities or claims incurred by the Trust and/or a Fund as a result of the acts or failures to act by any BNY Mellon Affiliate to the extent that BNY Mellon itself would itself be liable for such acts or omissions under this Agreement had it performed or not performed the relevant act or omission itself; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall require the prior written consent of the Trust; and (iii) BNY Mellon, in the course of providing certain additional

- 16 -

services requested by a Fund, including but not limited to, Typesetting or eBoard Book services (“Vendor Eligible Services”) as further described in Schedule I, may in its sole discretion, enter into an agreement or agreements with a financial printer, or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect, and shall only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.

(d) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Trust will pay to BNY Mellon such fees as may be agreed to in writing by the Trust and BNY Mellon. In turn, BNY Mellon will be responsible for paying the Vendor’s fees. For the avoidance of doubt, BNY Mellon anticipates that the fees it charges hereunder will be more than the fees charged to it by the Vendor, and BNY Mellon will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the Vendor as compensation for the additional services provided by BNY Mellon in the course of making the Vendor Eligible Services available to the Trust.

16.

Governing Law; Consent to Jurisdiction.

This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Fund hereby consents to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder, and waives to the fullest extent permitted by law its right to a trial by jury. To the extent that in any jurisdiction any Fund may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, such Fund irrevocably agrees not to claim, and it hereby waives, such immunity.

17.

Severability.

In case any provision in or obligation under this Agreement shall be invalid, illegal or

- 17 -

unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.

18.

No Waiver.

Each and every right granted to BNY Mellon hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of BNY Mellon to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by BNY Mellon of any right preclude any other or future exercise thereof or the exercise of any other right.

19.

Notices.

All notices, requests, consents and other communications pursuant to this Agreement in writing shall be sent as follows:

if to the Trust, at

World Currency Gold Trust

c/o WGC USA Asset Management Company, LLC

685 Third Avenue, 27th Floor

New York, New York 10017, United States of America

if to BNY Mellon, at

BNY Mellon

2 Hanson Place

Brooklyn, NY 11217

Attention: ETF Operations

with a copy to:

The Bank of New York Mellon

One Wall Street

New York, New York 10286

Attention: Legal Dept. – Asset Servicing

or at such other place as may from time to time be designated in writing. Notices hereunder shall be effective upon receipt.

- 18 -

20.

Counterparts .

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts together shall constitute only one instrument.

21.

Several Obligations.

The parties acknowledge that the obligations of the Funds hereunder are several and not joint, that no Fund shall be liable for any amount owing by another Fund and that the Funds have executed one instrument for convenience only.

22.

Confidentiality .

(a) Each party shall keep confidential any information relating to the other party’s business (“Confidential Information”). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Fund or BNY Mellon and their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords a Fund or BNY Mellon a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if it: (a) is already known to the receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (d) is released by the protected party to a third party without restriction; (e) is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law; (f) is relevant to the defense

- 19 -

of any claim or cause of action asserted against the receiving party; (g) is Fund information provided by BNY Mellon in connection with an independent third party compliance or other review; (h) is released in connection with the provision of services under this Agreement; or (i) has been or is independently developed or obtained by the receiving party. The provisions of this Section 22 shall survive termination of this Agreement for a period of one (1) year after such termination.

(b) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of the Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer. The Fund confirms that it is authorized to consent to the foregoing.

[Signature page follows.]

- 20 -

IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the latest date set forth below.


WORLD CURRENCY GOLD TRUST, ON BEHALF OF EACH FUND LISTED ON APPENDIX A

By:
Name:

Title:

Date:

THE BANK OF NEW YORK MELLON

By:
Name:

Title:

Date:

- 21 -

EXHIBIT A

Funds

Long Dollar Gold Trust

EXHIBIT B

I, [Name], of [Fund Name] , a [State] [corporation/trust] (the “Fund”), do hereby certify that:

The following individuals serve in the following positions with the Trust, and each has been duly elected or appointed by the Trust to each such position and qualified therefor in conformity with the Trust’s Organizational Documents, and the signatures set forth opposite their respective names are their true and correct signatures. Each such person is designated as an Authorized Person under the Fund Administration and Accounting Agreement dated as of , 201 , between the Trust and The Bank of New York Mellon.


Name	Position	Signature

SCHEDULE I

Schedule of Services

All services provided in this Schedule of Services are subject to the review and approval of the appropriate Fund officers, Fund counsel and accountants of each Fund, as may be applicable. The services included on this Schedule of Services may be provided by BNY Mellon or a BNY Mellon Affiliate, collectively referred to herein as “BNY Mellon”.

VALUATION AND COMPUTATION ACCOUNTING SERVICES

BNY Mellon shall provide the following valuation and computation accounting services for each Fund:

•

Journalize investment, capital share and income and expense activities;

•

Maintain individual ledgers for Fund assets;

•

Maintain certain financial books and records for each Fund, including creation and redemption books and records, Fund accounting records, and books and records regarding Gold transfers under the Funds’ Gold Delivery Agreement;

•

Maintain historical tax lots for Fund assets;

•

Reconcile cash and investment balances of each Fund with the Fund’s custodian and provide each Fund’s Sponsor, as applicable, with the beginning cash balance available for investment purposes upon request;

•

Calculate various contractual expenses;

•

Calculate capital gains and losses;

•

Calculate daily distribution rate per share;

•

Determine net income;

•

Obtain Gold quotes, Reference Currency quotes and currency exchange rates from pricing services approved by a Fund’s Sponsor, or if such quotes are unavailable, then obtain such prices from the Fund’s Sponsor, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund’s valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund’s investments itself or to confirm or validate any information or valuation provided by the Sponsor or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations;

•

Compute net asset value, calculated in the manner described in the Funds’ Offering Materials;

•

Such net asset value reports and statements shall be provided to the Fund at p.m. New York time and to Authorized Participants at p.m. New York time, in each case by such means as BNY Mellon and the Fund may agree upon from time to time.

•

Transmit or make available a copy of the daily portfolio valuation to a Fund’s Sponsor;

•

Publish basket to NSCC on each day on which trading occurs on the applicable securities exchange where the Fund is traded;

•

Compute portfolio returns.

FINANCIAL REPORTING

BNY Mellon shall provide the following financial reporting services for each Fund:

•

Financial Statement Preparation & Review

•

Prepare financial statements for each Fund;

•

Prepare the Fund’s periodic shareholder reports as required pursuant to the Securities Exchange Act of 1934 as requested by the Fund;

•

Prepare, circulate and maintain the Fund’s financial reporting production calendar.

•

Typesetting Services 2

•

Create financial compositions for the applicable financial report and related EDGAR files;

•

Maintain country codes, industry class codes, security class codes and state codes;

•

Map individual general ledger accounts into master accounts to be displayed in the applicable financial reports;

•

Create components that will specify the proper grouping and sorting for display of portfolio information;

•

Create components that will specify the proper calculation and display of financial data required for each applicable financial report (except for identified manual entries, which BNY Mellon will enter);

•

Process, convert and load security and general ledger data;

•

Include data in financial reports provided from external parties to BNY Mellon which, includes, but is not limited to: Forms 10-Q, 10-K and S-1, shareholder letters, “Management Discussion and Analysis” commentary, notes on performance, notes to financials, report of independent auditors, Fund management listing, service providers listing and Fund spectrums;

•

Document publishing, including the output of print-ready PDF files and EDGAR html files (such EDGAR html files will be limited to one per the applicable financial report and unless mutually agreed to in writing between BNY Mellon and a Fund, BNY Mellon will use the same layout for production data for every successive reporting period);

•

Generate financial reports using the Vendor’s capabilities which include the following:

•

front/back cover;

•

table of contents;

•

shareholder letter;

•

Management Discussion and Analysis commentary;

•

sector weighting graphs/tables;

•

disclosure of Fund expenses;

•

schedules of investments;

•

statement of net assets;

•

statements of assets and liabilities;

•

statements of operation;

•

statements of changes;

•

statements of cash flows;

- 3 -

•

financial highlights;

•

notes to financial statements;

•

report of independent registered public accounting firm;

•

tax information; and

•

additional Fund information as mutually agreed in writing between BNY Mellon and a Fund.

•

Unless mutually agreed in writing between BNY Mellon and a Fund, BNY Mellon will use the same layout and format for every successive reporting period for the typeset reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to change format or layout of reports from time to time.

TAX SERVICES

BNY Mellon shall provide the following tax services for each Fund:

•

Tax Provision Preparation

•

Prepare fiscal year-end tax provision analysis;

•

Process tax adjustments on securities identified by a Fund that require such treatment;

•

Prepare ROCSOP adjusting entries; and

•

Prepare financial statement footnote disclosures.

•

Tax Distributions Calculations

•

Prepare calendar year tax distribution analysis;

•

Process tax adjustments on securities identified by a Fund that require such treatment; and

•

Prepare annual tax-based distribution estimate for each Fund.

•

Other Tax Services

•

Prepare for execution and filing, the federal and state income and excise tax returns;

•

Prepare year-end broker/dealer reporting and prepare fund distribution calculations disseminated to broker/dealers; and

•

Coordinate U.S.C. Title 26 Internal Revenue Code (“IRC”) §855 and excise tax distribution requirements.

•

Uncertain Tax Provisions

•

Documentation of all material tax positions taken by a Fund with respect to specified fiscal years and identified to BNY Mellon (“Tax Positions”);

•

Review of a Fund’s: (i) tax provision work papers, (ii) excise tax distribution work papers, (iii) income and excise tax returns, (iv) tax policies and procedures, and (v) Subchapter M compliance work papers;

•

Determine as to whether or not Tax Positions have been consistently applied, and documentation of any inconsistencies;

- 4 -

•

Review relevant statutory authorities;

•

Review tax opinions and legal memoranda prepared by tax counsel or tax auditors to a Fund;

•

Review standard mutual fund industry practices, to the extent such practices are known to, or may reasonably be determined by, BNY Mellon; and

•

Delivery of a written report to the applicable Fund detailing such items.

FUND ADMINISTRATION SERVICES

BNY Mellon shall provide the following fund administration services for each Fund:

•

In accordance with Instructions received from a Fund, and subject to portfolio limitations as provided by such Fund to BNY Mellon in writing from time to time, monitor Gold transfers under the Gold Delivery Agreement, such Fund’s compliance, on a post-trade basis, with such portfolio limitations, provided that BNY Mellon maintains in the normal course of its business all data necessary to measure the Fund’s compliance;

•

Establish appropriate expense accruals and compute expense ratios, maintain expense files and coordinate the payment of Fund approved invoices;

•

Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund;

•

Calculate total return information;

•

Coordinate a Fund’s annual audit;

•

Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and

•

[Provide sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of the Agreement and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley Act of 2002 or under any other law, rule or regulation.]

REGULATORY ADMINISTRATION SERVICES

BNY Mellon shall provide the following regulatory administration services for each Fund:

•

Maintain a regulatory calendar for each Fund listing various SEC filing and approval deadlines;

- 5 -

•

Prepare and coordinate the filing of annual post-effective amendments to a Fund’s registration statement (not including the initial registration statement or related to the addition of one or more classes of shares or series);

•

Assist the Fund in the handling of SEC examinations by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list; and

•

Assist in the preparation of notices of annual or special meetings of shareholders and proxy materials relating to such meetings.

- 6 -

Exhibit 10.6

LOGO

TRANSFER AGENCY AND SERVICE AGREEMENT

THIS AGREEMENT is made as of the day of , 20 , by and between the Global Currency Gold Trust (the “Trust”), a Delaware statutory trust organized in series, having its principal office and place of business at 685 Third Avenue, 27th Floor, New York, New York 10017, on behalf of each of its series (each, a “Fund” and collectively, the “Funds”) as listed on Appendix A hereto (as such Appendix be amended from time to time) and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

WHEREAS, the Trust, on behalf of each Fund, will ordinarily issue for purchase and redeem shares of each Fund (the “Shares) only in aggregations of Shares known as “Creation Units” (typically 10,000 shares) (each a “Creation Unit”) principally in kind;

WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York (“DTC”), or its nominee (Cede & Co.), will be the registered owner (the “Shareholder”) of all Shares; and

WHEREAS, the Trust, on behalf of each Fund, desires to appoint the Bank as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.	Terms of Appointment; Duties of the Bank

1.1 Subject to the terms and conditions set forth in this Agreement, the Trust, on behalf of each Fund, hereby employs and appoints the Bank to act as, and the Bank agrees to act as, its transfer agent for the authorized and issued Shares, and as the Trust’s dividend disbursing agent.

1.2 Pursuant to such appointment, the Bank agrees that it will perform the following services:

(a) In accordance with the terms and conditions of this Agreement and the Participant Agreements applicable to each Fund, a form of which is attached hereto as Exhibit A, the Bank shall:

(i) Perform and facilitate the performance of purchases and redemption of Creation Units for each Fund;

(ii) Prepare and transmit by means of DTC’s book-entry system payments for dividends and distributions, if any, declared by each Fund;

(iii) Maintain separate and distinct records for each Fund with respect to the name and address of the Shareholder and the number of Shares issued by each respective Fund and held by the Shareholder in each Fund;

(iv) With respect to each Fund, record, separately and distinctly, the issuance of Shares of each Fund and maintain a record of the total number of Shares of each Fund which are outstanding and authorized, based upon data provided to it by the Trust. The Bank shall have no

obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust.

(v) Prepare and transmit to the Trust and the Trust’s administrator and to any applicable securities exchange (as specified to the Bank by the Trust or its administrator), with respect to each Fund, information with respect to purchases and redemptions of Shares of each Fund;

(vi) On days that the Trust, on behalf of each Fund, may accept orders for purchases or redemptions, calculate and transmit to the Trust’s sponsor (“Sponsor”) and the Trust’s administrator, on behalf of the applicable Fund(s), the number of outstanding Shares;

(vii) On days that the Trust, on behalf of each Fund, may accept orders for purchases or redemptions (pursuant to the Participant Agreement), transmit to the Trust, on behalf of the applicable Fund(s), and DTC the amount of Shares purchased on such day;

(viii) Confirm to DTC the number of Shares issued to the Shareholder, with respect to each Fund, as DTC may reasonably request;

(ix) Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request;

(x) Extend the voting rights to the Shareholder for extension by DTC to DTC participants and the beneficial owners of Shares in accordance with policies and procedures of DTC for book-entry only securities;

(xi) Distribute or maintain, as directed by the Trust, amounts related to purchases and redemptions of Creation Units and dividends and distributions, if any;

(xii) Maintain separate and distinct books and records for each Fund as specified by the Trust, on behalf of each Fund;

(xiii) Prepare a monthly report of all purchases and redemptions of Shares during such month on a gross transaction basis, and identify on a daily basis the net number of Shares either redeemed or purchased on such Business Day and with respect to each Authorized Participant (as defined in each Participant Agreement) purchasing or redeeming Shares, the amount of Shares purchased or redeemed;

(xiv) Receive purchase orders from Authorized Participants for Creation Unit Aggregations of Shares received in good form and accepted by or on behalf of the Trust, transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and pursuant to such orders issue the appropriate number of Shares of the Trust and hold such Shares in the account of the Shareholder for each of the respective Trusts;

(xv) Receive from the Authorized Participants redemption requests, deliver the appropriate documentation thereof to The Bank of New York as custodian for the Trust, generate and transmit or cause to be generated and transmitted confirmation of receipt of such redemption requests to the Authorized Participants submitting the same; transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and redeem the appropriate number of Creation Unit Aggregations of Shares held in the account of the Shareholder; and

(xvi) Confirm the name, U.S taxpayer identification number and principle place of business of each Authorized Participant.

(xvii) The Bank may execute transactions directly with Authorized Participants to the extent necessary or appropriate to enable the Bank to carry out any of the duties set forth in items (i) through (xvi) above.

(xviii) Except as otherwise instructed by the Trust, the Bank shall process all transactions for each Fund in accordance with the policies and procedures mutually agreed upon between the Trust and the Bank with respect to the proper net asset value to be applied to purchases received in good order by the Bank or from an Authorized Participant before any cut-offs established by the Trust, and such other matters set forth in items (i) through (xvi) above as these policies and procedures are intended to address.

(b) The Bank may maintain and manage, as agent for the Trust, such accounts as the Bank shall deem necessary for the performance of its duties under this Agreement, including, but not limited to, the processing of Creation Unit purchases and redemptions; and the payment of dividends and distributions. The Bank may maintain such accounts at financial institutions deemed appropriate by the Bank in accordance with applicable law.

(c) In addition to and neither in lieu nor in contravention of the services set forth in the above sub-section 1.2(a), the Bank shall: perform the customary services of a transfer agent and dividend disbursing agent including, but not limited to, maintaining the account of the Shareholder with respect to each Fund, obtaining a list of DTC participants holding interests in a Fund’s global certificate at the request of the Trust, mailing proxy materials, shareholder reports and prospectuses to DTC at the request of the Trust, maintaining the items set forth on Schedule A attached hereto, and performing such services identified in each Participant Agreement.

(d) The following shall be delivered to DTC participants as identified by DTC as the Shareholder for book-entry only securities:

(i) Periodic reports of the Trust required under the Securities Exchange Act of 1934, as amended;

(ii) Proxies, proxy statements and other proxy soliciting materials;

(iii) Prospectus and amendments and supplements thereto, including stickers; and

(iv) Other communications as the Trust may from time to time identify as required by law or as the Trust may reasonably request.

(v) The Bank shall provide additional services, if any, as may be agreed upon in writing by the Trust and the Bank.

(e) The Bank shall keep records relating to the services to be performed by the Bank hereunder, in the form and manner to the extent required by Section 31 of the Investment Company Act of 1940 and the rules thereunder (the “Rules”) as if the Trust was subject to such Rules, and all such books and records shall be property of the Trust, will be preserved, maintained and made available to the Trust and will be surrendered promptly to the Trust on and in accordance with its request.

2.	Fees and Expenses

2.1 The Bank shall receive from the Trust such compensation for its services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement.

2.2 In addition to the fee paid under Section 2.1 above, the Trust agrees to reimburse the Bank for reasonable out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule attached hereto or relating to dividend distributions and reports (whereas all expenses related to creations and redemptions of Trust securities shall be borne by the relevant Authorized Participant in such creations and redemptions). In addition, any other expenses incurred by the Bank at the request or with the consent of the Trust, will be reimbursed by the Trust.

2.3 The Trust agrees to pay all fees and reimbursable expenses within sixty (60) business days following the receipt of the respective billing notice accompanied by supporting documentation, as appropriate. Postage for mailing of dividends, proxies, Trust and Fund reports and other mailings to all shareholder accounts shall be advanced to the Bank by the Trust at least seven (7) days prior to the mailing date of such materials.

2.4 The Trust hereby represents and warrants to the Bank that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to the Bank or to the adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by the Bank to such adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Trust or the Trust’s sponsor and that, if required by applicable law, the Trust or the Trust’s sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits.

3.	Representations and Warranties of the Bank

The Bank represents and warrants to the Trust that:

It is a banking company duly organized and existing and in good standing under the laws of the State of New York.

It is duly qualified to carry on its business in the State of New York.

It is empowered under applicable laws and by its Charter and By-Laws to act as transfer agent and dividend disbursing agent and to enter into, and perform its obligations under, this Agreement.

All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

4.	Representations and Warranties of the Trust

The Trust represents and warrants to the Bank that:

It is duly organized and existing and in good standing under the laws of Delaware.

It is empowered under applicable laws and by its Agreement and Declaration of Trust to enter into and perform this Agreement.

A registration statement under the Securities Act of 1933, as amended, on behalf of the Trust and each Fund has been filed with the U.S. Securities and Exchange Commission, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Funds being offered for sale.

5.	Indemnification

5.1 The Bank shall not be responsible for, and the Trust shall indemnify and hold the Bank and its directors, officers, employees and agents harmless from and against, any and all damages, costs, expenses, liabilities or claims (including reasonable attorneys’ and accountants’ fees) (“Losses”) which may be sustained or incurred or which may be asserted against the Bank in connection with or relating to this Agreement or the Bank’s actions or omissions with respect to this Agreement, arising out of or attributable to all actions of the Bank taken pursuant to this Agreement, provided that such actions are taken without:

(a) The Bank’s own negligence, bad faith, willful misfeasance, reckless disregard of its duties hereunder; or

(b) The breach of any representation or warranty of the Bank contained in this Agreement.

5.2 Neither the Trust nor any Fund shall be responsible for, and the Bank shall indemnify and hold the Trust, its and its directors, officers, employees and agents, and the applicable Fund harmless from and against, any and all Losses caused by:

(a) The Bank’s own negligence, bad faith, willful misfeasance, reckless disregard of its duties hereunder; or

(b) The breach of any representation or warranty of the Bank contained in this Agreement.

5.3 A party seeking indemnification hereunder (the “Indemnified Party”) shall (i) provide prompt notice to the other party of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and for settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party shall have the right at its own expense to participate in the defense of any Claim, but shall not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification shall not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

6.	Standard of Care and Limitation of Liability

6.1 The Bank shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement. [The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to the Trust for direct money damages caused by its own gross negligence, bad faith, willful misfeasance, reckless disregard of its duties hereunder or that of its employees, or its breach of any representation or warranty of the Bank contained in this Agreement.] In no event will the Bank be liable for:

(a) The conclusive good faith reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust including but not limited to any previous transfer agent or registrar.

(b) The conclusive good faith reliance on, or the carrying out by the Bank or its agents or subcontractors of, any instructions or requests of the Trust or instructions or requests on behalf of the Trust.

(c) The offer or sale of Shares by or for the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.

6.2 The Bank agrees that, pursuant to Section 3804(a) of the Delaware Statutory Trust Act, the liabilities of each Fund shall be limited such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing and relating to this Agreement with respect to a particular Fund shall be enforceable against the assets of that particular Fund only, and not against the assets of the Trust generally or the assets of any other Fund and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for, or otherwise existing and relating to this Agreement with respect to the Trust generally and any other Fund shall be enforceable against the assets of such particular Fund.

6.3 It is expressly acknowledged and agreed that the obligations of each Fund hereunder shall not be binding upon any shareholder, Sponsor, officer, employee or agent of such Fund, personally. This Agreement has been duly authorized, executed and delivered by each Fund and neither such authorization nor such execution and delivery shall be deemed to have been made by any of them individually or to impose any liability on any of them personally.

7.	Concerning the Bank

7.1 Upon receipt of the Trust’s prior written consent (which shall not be unreasonably withheld), the Bank may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems reasonably necessary or appropriate, provided that such delegee or agent is qualified to perform such delegated duties; provided, however, that no such delegation of its duties and obligations hereunder shall discharge the Bank from any of its obligations or any liability hereunder. Notwithstanding the foregoing, Trust consent shall not be required for any such delegation to any other subsidiary of The Bank of New York Mellon Corporation, and the Bank shall be liable for the acts or omissions of any such affiliate as if such act or omissions were its own.

7.2 The Bank shall be entitled to conclusively rely upon any written or oral instruction actually received by the Bank and reasonably believed by the Bank to be duly authorized and delivered. The Trust agrees to forward to the Bank written instructions confirming oral instructions by the close of business of

the same day that such oral instructions are given to the Bank. The Trust agrees that the fact that such confirming written instructions are not received or that contrary written instructions are received by the Bank shall in no way affect the validity or enforceability of transactions authorized by such oral instructions and effected by the Bank. If the Trust elects to transmit written instructions through an on-line communication system offered by the Bank, Trust’s use thereof shall be subject to the terms and conditions attached hereto as Exhibit B.

7.3 The Bank shall establish and maintain a disaster recovery plan and back-up system at all times satisfying the requirements of all applicable law, rules, and regulations and which is reasonable under the circumstances (the “Disaster Recovery Plan and Back-Up System”). The Bank shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control which are not a result of its negligence, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruption, loss or malfunctions of transportation, computer (hardware or software) or communication services; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation, provided that the Bank has established and is maintaining the Disaster Recovery Plan and Back-Up System, or if not, that such delay or failure would have occurred even if the Bank had established and was maintaining the Disaster Recovery Plan and Back-Up System. Upon the occurrence of any such delay or failure the Bank shall use commercially reasonable best efforts to resume performance as soon as practicable under the circumstances.

7.4 The Bank shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and the Participation Agreement, and no covenant or obligation shall be implied against the Bank in connection with this Agreement, except as set forth in this Agreement and the Participation Agreement.

7.5 At any time the Bank may apply to an officer of the Trust for written instructions with respect to any Fund and to the Trust or any matter arising in connection with the Bank’s duties and obligations under this Agreement, and the Bank, its agents, and subcontractors shall not be liable for any action taken or omitted to be taken in good faith in accordance with such instructions. Such application by the Bank for instructions from an officer of the Trust may, at the option of the Bank, set forth in writing any action proposed to be taken or omitted to be taken by the Bank with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Bank shall not be liable for any action taken or omitted to be taken in good faith accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Bank has received written or oral instructions in response to such application specifying the action to be taken or omitted.

7.6 The Bank, its agents and subcontractors may act upon any paper or document, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to the Bank or its agents or subcontractors by or on behalf of the Trust by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.

7.7 The Bank shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by the Bank in connection with the services provided by the Bank hereunder. Notwithstanding the foregoing, the parties hereto acknowledge that the Trust shall retain all ownership rights in Trust data residing on the Bank’s electronic system.

7.8 Notwithstanding any provisions of this Agreement to the contrary, the Bank shall be under no duty or obligation to inquire into, and shall not be liable for:

(a) The legality of the issue, sale or transfer of any Shares of a Fund, the sufficiency of the amount to be received in connection therewith, or the authority of the Trust, on behalf of a Fund, to request such issuance, sale or transfer;

(b) The legality of the purchase of any Shares of a Fund, the sufficiency of the amount to be paid in connection therewith, or the authority of the Trust, on behalf of a Fund, to request such purchase;

(c) The legality of the declaration of any dividend by the Trust, on behalf of a Fund, or the legality of the issue of any Shares in payment of any stock dividend; or

(d) The legality of any recapitalization or readjustment of the Shares of any Fund.

8.	Providing of Documents by the Trust and Transfers of Shares

8.1 The Trust shall promptly furnish to the Bank with a copy of its Declaration of Trust and all amendments thereto.

8.2 In the event that DTC ceases to be the Shareholder, the Bank shall re-register the Shares in the name of the successor to DTC as Shareholder upon receipt by the Bank of such documentation and assurances as it may reasonably require.

8.3 The Bank shall have no responsibility whatsoever with respect to of any beneficial interest in any of the Shares owned by the Shareholder.

8.4 The Trust shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:

(a) A certified copy of the amendment to the Trust’s Declaration of Trust with respect to such increase, decrease or change; and

(b) An opinion of counsel for the Trust, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations ( i.e. , if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), and (ii) the due and proper listing of the Shares on all applicable securities exchanges.

8.5 The Bank agrees that all records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available upon reasonable request, and will be surrendered promptly to the Trust on and in accordance with its request.

8.6 Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Trust shall deliver to the Bank:

(a) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Trust that no other order or consent is required; and

8.7 The Bank and the Trust agree that all books, records, confidential, non-public, or proprietary information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any person other than its auditors, accountants, regulators, employees, agents, attorneys-in-fact or counsel, except as may be, or may become required by law, by administrative or judicial order or by rule. The foregoing confidentiality obligation shall not apply to any information to the extent: (i) it is already known to the receiving party at the time it is obtained; (ii) it is or becomes publicly known or available through no wrongful act of the receiving party: (iii) it is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality; (iv) it is released by the protected party to a third party without restriction; or (v) it has been or is independently developed or obtained by the receiving party without reference to the information provided by the protected party.

8.8 In case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will promptly employ reasonable commercial efforts to notify the Trust and secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

9.	Termination of Agreement

9.1 The term of this Agreement shall be one year commencing upon the date hereof and shall automatically renew for additional one-year terms unless either party provides written notice of termination at least ninety (90) days prior to the end of any one year term or, unless earlier terminated as provided below:

(a) Either party hereto may terminate this Agreement in the event the other party breaches any material provision of this Agreement, including, without limitation in the case of the Trust, its obligations under Section 2.1, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 90 days of receipt of such notice.

the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against the party any such case or proceeding; (iii) a party makes a general assignment for the benefit of creditors; or (iv) a party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due. Either party hereto may exercise its termination right under this Section 9.1(b) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.

(c) The Trust may terminate this Agreement at any time upon ninety (90) days’ prior written notice in the event that the Trust’s sponsor determines to liquidate the Trust and terminate its registration with the Securities and Exchange Commission.

9.2 Should the Trust exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Trust.

9.3 The terms of Article 2 (with respect to fees and expenses incurred prior to termination), Article 5 and Article 6 shall survive any termination of this Agreement.

10.	Additional Series

In the event that the Trust establishes one or more additional series of Shares with respect to which it desires to have the Bank render services as transfer agent under the terms hereof, it shall so notify the Bank in writing, and if the Bank agrees in writing to provide such services, such additional issuance shall become Shares hereunder.

11.	Assignment

11.1 Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

11.2 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

12.	Severability and Beneficiaries

12.1 In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, the legality and enforceability of the remaining provisions shall not in any way be affected thereby provided obligation of the Trust to pay is conditioned upon provision of services.

12.2 This Agreement is solely for the benefit of the Bank and the Trust, and none of any Participant (as defined in the Participation Agreement), the Sponsor, any Shareholder or beneficial owner of any Shares shall be or be deemed a third party beneficiary of this Agreement.

13.

Amendment

This Agreement may be amended or modified by a written agreement executed by both parties.

14.	Choice of Law

Except with respect to Section 6.2 above, which shall be construed, interpreted and enforced in accordance with and governed by the laws of the State of Delaware, this Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Trust, on behalf of each Fund, and the Bank hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Trust, on behalf of each Fund, hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Trust, on behalf of each Fund, and the Bank each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

15.	Merger of Agreement

This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

16.

Notices

All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

If to the Bank:

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

Attention: ETF Operations

with a copy to:

The Bank of New York Mellon

One Wall Street

New York, New York 10286

Attention: Legal Dept. – Asset Servicing

If to the Trust:

Global Currency Gold Trust

c/o WGC USA Asset Management Company, LLC

685 Third Avenue, 27th Floor

New York, New York 10017

17.	Information Sharing

The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Trust consents to the disclosure of and authorizes the Bank to disclose information regarding the Trust (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) the Bank may store the names and business contact information of the Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer. The Trust confirms that it is authorized to consent to the foregoing.

18.	Counterparts

This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the latest date set forth below.


THE GLOBAL CURRENCY GOLD TRUST, ON BEHALF OF EACH FUND LISTED ON APPENDIX A

By:
		Name:
		Title:

		Date:

THE BANK OF NEW YORK MELLON

By:
		Name:
		Title:

		Date:

APPENDIX A

Funds

Global Currency Gold Fund

SCHEDULE A

Books And Records To Be Maintained By The Bank

Source Documents requesting Creations and Redemptions (including dates and times of orders)

Correspondence/AP Inquiries

Reconciliations, bank statements, copies of canceled checks, cash proofs

Daily/Monthly reconciliation of outstanding Shares between the Trust and DTC

Dividend Records

[Year-end Statements and Tax Forms]

EXHIBIT A

Form of Authorized Participant Agreement

Exhibit 10.7

LOGO

International Swaps and Derivatives Association, Inc.

FORM OF SCHEDULE

to the

2002 Master Agreement

dated as of , 2016

between

MERRILL LYNCH INTERNATIONAL,

a company organized under the laws of England and Wales,

(“Party A”)

and

LONG DOLLAR GOLD TRUST (THE “ FUND ”),

a series of

WORLD CURRENCY GOLD TRUST (THE “ TRUST ”)

a statutory trust organized under the laws of the State of Delaware

(“Party B”)

Part 1

Termination Provisions

(a)	*“Specified Entity”* means in relation to Party A for the purpose of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(v): none.

“Specified Entity” means in relation to Party B for the purpose of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(v): none.

(b)

“Specified Transaction” will have the meaning specified in Section 14 of this Agreement but shall also include any transaction with respect to margin loans, cash loans and short sales of any financial instrument, and as amended by inserting the words, “or any Affiliate of Party A” immediately after “Agreement” in the second line thereof.

(c)	The *“Cross-Default”* provisions of Section 5(a)(vi):

will apply to Party A and

will apply to Party B;

provided, however, that such provision shall be amended by inserting the following after clause (2) thereof: “ provided , however , that, notwithstanding the foregoing, an Event of Default shall not occur under Section 5(a)(vi)(2) above if (I) the failure to pay or deliver referred to in Section 5(a)(vi)(2) is caused by an error or omission of an administrative or operational nature, (II) funds were available to such Party to enable it to make the relevant payment or delivery when due and (III) such payment or delivery is made within three (3) Local Business Days following the date on which written notice about such failure to pay or deliver is given to such party.”

In connection therewith, “ Specified Indebtedness ” will not have the meaning specified in Section 14, and such definition shall be replaced by the following: “any obligation in respect of the payment or repayment of moneys (whether present or future, contingent or otherwise, as principal or surety or

otherwise) including, but without limitation, any obligation in respect of borrowed money, except that such term shall not include obligations in respect of deposits received in the ordinary course of a Party’s banking business.” In addition, with respect to Party B, “Specified Indebtedness” shall include, without limitation, the obligations of Party B under the Shares.

“Threshold Amount” means with respect to Party A an amount equal to three percent (3%) of the Shareholders’ Equity of Bank of America Corporation and with respect to Party B, an amount [equal to USD 10,000,000] (or the equivalent in another currency, currency unit or combination thereof).

“Shareholders’ Equity” means with respect to an entity, at any time, the sum (as shown in the most recent annual audited financial statements of such entity) of (i) its capital stock (including preferred stock) outstanding, taken at par value, (ii) its capital surplus and (iii) its retained earnings, minus (iv) treasury stock, each to be determined in accordance with generally accepted accounting principles.

(d)	The *“Credit Event Upon Merger”* provisions of Section 5(b)(v):

will apply to Party A and

will apply to Party B

(e)	The *“Automatic Early Termination”* provision of Section 6(a):

will not apply to Party A and

will not apply to Party B

(f)	*“Termination Currency”* will not apply and, instead, payments shall be made in Bullion as provided herein.

(g)	*Additional Termination Event* will apply. Each of the following shall constitute an Additional Termination Event with respect to the Party as specified below.

(i)

[ Material Adverse Change . A “Material Adverse Change” Additional Termination Event shall occur if; after a Transaction is entered into, and after giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, due to: (1) the adoption of, or any change in, any applicable law, directive, regulation, accounting rule, practice or principle; or (2) any change in the interpretation or application by any competent supranational, governmental, judicial or regulatory authority of any such applicable law, directive, regulation, rule, practice or principle, as a direct result of which the economic benefit of participation in any existing or future Transactions would be materially adversely affected; but excluding any event or circumstance which would otherwise constitute or give rise to an “Illegality”, a “Force Majeure” or a “Hedging Disruption/Change in Law”.

Provided that, if a “Material Adverse Change” has occurred, as a condition to the right to designate an Early Termination Date under Section 6(b)(iv), the Parties shall use all reasonable efforts (which will not require either Party to incur a loss, other than immaterial, incidental expenses) to address the issue giving rise to the “Material Adverse Change” within 20 days (or such other period as the Parties may between them agree) after giving notice under Section 6(b)(i) (the “ MAC Waiting Period ”). Provided further that, on the expiration of the MAC Waiting Period, if the relevant Termination Event is then continuing, either Party may, by not more than 20 days’ notice to the other Party, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions, in accordance with the provisions of Section 6(b)(iv).]

(ii)

Breach of Acknowledgement or Covenant . In the event of a breach of paragraph (a) or (b) of Part 6 (Additional Acknowledgments and Covenants) hereof, then an Additional Termination Event will occur.

(iii)

Breach of Authorized Participant provisions . In the event of a breach of Part 7 (Authorized Participants) hereof, then an Additional Termination Event will occur.

(g)

Optional Early Termination. Notwithstanding anything in the Agreement to the contrary, either Party may designate an Early Termination Date in respect of all Transactions (irrespective of whether any Shares are to be redeemed) upon not less than [six] months’ written notice, such notice to be given not earlier than the day falling on the [second] anniversary of the date of this Agreement.

Part 2

[Tax Representations]

(a)	[ *Payer Representations* . For the purpose of Section 3(e) of this Agreement, Party A and Party B will make the following representation:-

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any delivery or payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other Party under this Agreement. In making this representation, it may rely on: (i) the accuracy of any representations made by the other Party pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the agreement contained in Sections 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other Party pursuant to Sections 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction of the agreement of the other Party contained in Section 4(d) of this Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) and the other Party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.]

(b)	[ *Payee Tax Representations.* For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

(i)

The following representation will apply to Party A:

(A)

Party A is a company organized under the laws of England and Wales. It is a hybrid entity that is treated as a pass-thru entity for U.S. federal income tax purposes and each partner or owner of Party A is a “non-U.S. branch of a foreign person” for purposes of section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations and a “foreign person” for purposes of section 1.6041-4(a)(4) of the United States Treasury Regulations.

(ii)

The following representations will apply to Party B:

(A)

Party B is a statutory trust organized under the laws of the State of Delaware. It is treated as a grantor trust for U.S. federal income tax purposes.]

Part 3

Agreement to Deliver Documents

For the purpose of Section 4(a)(i) and 4(a)(ii) of this Agreement, each Party agrees to deliver the following documents, as applicable:

(a)	Tax forms, documents or certificates to be delivered are:-


Party required to deliver document	Document	Date by which to be delivered

Party A	A correct and complete U.S. Internal Revenue Service Form W-8BEN-E or any successor thereto.	(i) Before the first Payment Date under this Agreement, (ii) before December 31 of each third succeeding calendar year, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such tax form previously provided by Party A has become expired, obsolete or incorrect.

Party B	A valid U.S. Internal Revenue Service Form W-9 or any successor thereto.	(i) Upon execution and delivery of this Agreement, (ii) promptly upon reasonable demand by Party A, and (iii) promptly upon learning that any such tax form previously provided by Party B has become obsolete or incorrect.

(b)	Other documents to be delivered are:-


Party required to deliver document	Form/Document/Certificate	Date by which to be delivered	Covered by Section 3(d) Representation

Party A and Party B	Resolution(s) of its board of directors or other documents authorizing the execution and delivery of this Agreement and the Transactions thereunder.	Upon execution and delivery of this Agreement.	Yes

Party A and Party B	Incumbency certificate or other documents evidencing the authority of individuals executing this Agreement or any other document executed in connection with this Agreement.	Upon execution and delivery of this Agreement or any other documents executed in connection with this Agreement.	Yes

Party A	Annual Report of Bank of America Corporation containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such Party is organized.	To be made available on www.bankofamerica.com/investor/ as soon as available and in any event within 90 days after the end of each fiscal year of Party A.	Yes


Party required to deliver document	Form/Document/Certificate	Date by which to be delivered	Covered by Section 3(d) Representation

Party A	Quarterly Financial Statements of Bank of America Corporation thereof containing unaudited, consolidated financial statements of such Party’s fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such Party is organized.	To be made available on www.bankofamerica.com/investor/ as soon as available and in any event within 30 days after the end of each fiscal quarter of Party A.	Yes

Party B	Annual Report of Party B containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such Party is organized.	As soon as available and in any event within 90 days after the end of each fiscal year of Party B.	Yes

Party B	Quarterly Financial Statements of Party B containing unaudited, consolidated financial statements of such Party’s fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such Party is organized.	As soon as available and in any event within 30 days after the end of each fiscal quarter of Party B.	Yes

Party B	Legal opinion with respect to Party B from Morgan, Lewis & Bockius LLP as to Party B’s capacity, authorization and execution and as to Party B’s obligations under this Agreement being valid, binding and enforceable.	Upon execution and delivery of this Agreement	No

Party A and Party B	Such other documents as the other Party may reasonably request.	Promptly following reasonable demand by the other Party.	No

Part 4

Miscellaneous

(a)	*Address for Notices* . For the purpose of Section 12(a) of this Agreement:

Address for notices or communications to Party A:

Bank of America Merrill Lynch

Bank of America Merrill Lynch Financial Centre

2 King Edward Street

London EC1A 1HQ

United Kingdom

Attention: Agreements & Documentation

Facsimile No.: (44-20) 7996 2995

With a copy to the following address:-

Email: dg.dg_gmg_cid_fax_notices@bofasecurities.com

Address for financial statements to Party A:-

Address: Bank of America Merrill Lynch, Bank of America Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ.

Attention: Financial Institutions Credit Risk; and Corporate Credit Risk

Address for notices or communications to Party B:

WGC USA Asset Management Company, LLC

685 Third Avenue, 27th Floor

New York, NY 10075

Attention: Legal Department

With a copy to the following email addresses:

Brian.bellardo@gold.org

Benoit.autier@gold.org

Greg.collett@gold.org

(b)	*Process Agent.* For the purpose of Section 13(c):

Party A appoints as its Process Agent: Bank of America, 25 W 51st St; New York, NY 10019.

Party B appoints as its Process Agent: Not applicable.

(c)	*Offices.* The provisions of Section 10(a) will apply to this Agreement.

(d)	*Multibranch Party.* For the purpose of Section 10(b) of this Agreement:

Party A is not a Multibranch Party.

Party B is not a Multibranch Party.

(e)	*Calculation Agent.*

For the purposes of this Agreement, the Calculation Agent shall be Party A, provided that if an Event of Default occurs and is continuing with respect to Party A, Party B shall appoint a Substitute Dealer to act as alternate Calculation Agent for so long as such Event of Default continues. If Party B is unable, after using commercially reasonable efforts, to appoint a Substitute Dealer by 12:00 P.M. (New York time) on the second Local Business Day after becoming aware of such Event of Default (the “ Alternate Calculation Agent Appointment Date ”), Party B shall act as the alternate Calculation Agent for so long as such Event of Default continues, provided that, immediately following 12:00 P.M. (New York time) on the Alternate Calculation Agent Appointment Date, Party B shall provide to Party A reasonable evidence of its efforts to contact at least four (4) qualified entities to serve as a Substitute Dealer by the Alternate Calculation Agent Appointment Date and Party B’s designation as the alternate Calculation Agent pursuant to the foregoing shall be contingent upon Party A’s receipt of evidence of Party B contacting at least four (4) qualified potential Substitute Dealers. Following any such designation of an alternate Calculation Agent, if no Event of Default in respect of Party A is then continuing, the Calculation Agent shall again be Party A.

For the purposes of these paragraphs, “ Substitute Dealer ” means a leading dealer in the relevant market that is not an Affiliate of either Party having a long-term senior unsecured debt rating ascribed

to it by each of S&P Global Ratings and Moody’s Investors Service, Inc., no lower than the higher of the equivalent ratings of Party A or its Credit Support Provider (or in the case of an Event of Default with respect to Party A and its Credit Support Provider, no lower than the higher of the equivalent ratings of Party A or its Credit Support Provider as of the date of this Agreement) that agrees to serve as a Substitute Dealer for no more than $10,000 per calculation or determination. The cost of any Substitute Dealer shall be borne by both Parties equally. All calculations and determinations by the Substitute Dealer shall be made in good faith and in a commercially reasonable manner.

No duty or liability of any nature whatsoever shall be owed by the Calculation Agent to any holder or potential holder of Shares in connection with any determination made hereunder.

(f)	*Credit Support Document.* Details of any Credit Support Document:

With respect to Party A: Guaranty of the Credit Support Provider.

With respect to Party B: Not applicable.

(g)	*Credit Support Provider.*

Credit Support Provider means in relation to Party A: Bank of America Corporation.

Credit Support Provider means in relation to Party B: Not applicable.

(h)	*Governing Law; Consent To Jurisdiction; Choice Of Forum.*

(i)

This Agreement shall be construed in accordance with, and this Agreement and all claims and causes of action arising out of the transactions contemplated hereby shall be governed by, the laws of the State of New York (other than choice of law rules that would require the application of the laws of any other jurisdiction).

(ii)

Pursuant to Section 5-1402 of the New York General Obligations Law, all actions or proceedings arising in connection with this Agreement shall be tried and litigated in state or federal courts located in the borough of Manhattan, New York City, State of New York. Each Party hereto waives any right it may have to assert the doctrine of forum non conveniens , to assert that it is not subject to the jurisdiction of such courts or to object to venue to the extent any proceeding is brought in accordance with this section.

(i)

Netting of Payments. “Multiple Transaction Payment Netting” will apply for the purpose of Section 2(c) of this Agreement to all Transactions, starting as of the date of this Agreement. For the avoidance of doubt, this election shall also apply to any obligation to deliver Bullion (which shall be treated as the “payment” of an “amount” in accordance with Section 2(c)).

(j)	In respect of Party A, “ *Affiliate* ” will have the meaning specified in Section 14 of this Agreement.

In respect of Party B, “ Affiliate ” will not be applicable.

(k)	*Absence of Litigation.* For the purpose of Section 3(c):

“ Specified Entity ” means in relation to Party A, none.

“ Specified Entity ” means in relation to Party B, none.

(l)	*No Agency.* The provisions of Section 3(g) will apply to this Agreement.

(m)	*Additional Representation* will apply. For the purpose of Section 3 of this Agreement, each of the following will constitute an Additional Representation, which will be made by the Party indicated below at the times specified below:

(i)

Mutual Representations. Each Party makes the following representations to the other Party (which representations will be deemed to be repeated by each Party on each date on which a Transaction is entered into):

(A)

Relationship Between Parties. Absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction:

(1)

Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into that Transaction, it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other Party will be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(2)

Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

(3)

Status of Parties. The other Party is not acting as a fiduciary for or an advisor to it in respect of that Transaction.

(B)

Eligible Contract Participant . It is an “eligible contract participant” and that each guarantor of its Swap Obligations, if any, is an “eligible contract participant,” as such term is defined in the U.S. Commodity Exchange Act, as amended.

(C)

Transfer free and unencumbered . At the time of transfer to the other Party of any Bullion; it will have the full and unqualified right to make such transfer and that such transfer of Bullion shall be free of all rights, title and interest in the Bullion such that the Bullion vests in the relevant transferee free and clear of any Encumbrance or any other interest of the relevant transferor or of any third person.

(ii)

Additional Representations of Party B. Party B hereby represents and warrants as follows, each of which Additional Representation shall be deemed to be made and repeated on the date of this Agreement and at all times until the termination of this Agreement:

(A)

Prospectus disclosures . That, to the best of its knowledge and belief, the Prospectus complies with all applicable laws and makes appropriate disclosure in relation to the Shares for the purposes of such laws.

(B)

Municipal entity . That it is not, and does not act on behalf of, either a “municipal entity” or “obligated person” (in each case as defined in Section 15B of the Securities Exchange Act of 1934 and the rules adopted by the SEC with respect to municipal advisor registration).

(C)

Non-ERISA Representation. [That for so long as shares of the Fund are held by 100 or more holders] it is not (i) an employee benefit plan (hereinafter an “ ERISA Plan ”), as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), subject to Title I of ERISA or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “ Code ”), or subject to any other statute, regulation, procedure or restriction that is materially similar to Section 406 of ERISA or Section 4975 of the Code (together with ERISA Plans, “ Plans ”), (ii) a person any of the assets of whom constitute assets of a Plan, or (iii) in connection with any Transaction under this Agreement, a person acting on behalf of a Plan, or using the assets of a Plan. It will provide notice to Party A in the event that it is aware that it is in breach of any aspect of this representation or is aware that with the passing of time, giving of notice or expiry of any applicable grace period it will breach this representation.

(n)	*Recording of Conversations.* Each Party to this Agreement acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Agreement, whether by one or the other or both of the parties or their agents.

Part 5

Other Provisions

(a)	*Financial Statements.* Section 3(d) is hereby amended by adding in the third line thereof after the word “respect” and before the period: “or, in the case of financial statements, a fair presentation of the financial condition of the relevant Party”.

(b)

2002 Master Agreement Protocol. Annexes 1 to 18 and Section 6 of the ISDA 2002 Master Agreement Protocol as published by ISDA on July 15, 2003 are incorporated into and apply to this Agreement. References in those definitions and provisions to any ISDA Master Agreement will be deemed to be references to this Master Agreement.

(c)	*Consent to Disclosure.*

(i)

(A) Party B consents to the disclosure to Party A’s Affiliates, as Party A may deem appropriate, of records and information disclosed to or otherwise provided to Party A by Party B for the purpose of processing and executing Party B’s instructions, or in pursuance of Party A’s or Party B’s commercial interest, and (B) for the avoidance of doubt, such consent gives Party A the right to allow any intended recipient of such Party B information access, by any means, to such Party B information.

(ii)

Each Party hereby consents to the disclosure of information:

(A)

to the extent required or permitted under, or made in accordance with, the provisions of any applicable law, rule or regulation, including EMIR and Dodd Frank and any applicable supporting law, rule or regulation (“ Reporting Regulation ”), which mandate reporting and/or retention of transaction and similar information or to the extent required or permitted under, or made in accordance with, any order or directive in relation to (and including) such Reporting Regulation regarding reporting and/or retention of transaction and similar information issued by any authority or body or agency in accordance with which the other Party is required or accustomed to act (“ Reporting Requirements ”); and

(B)

to and between the other Party’s head office, branches or Affiliates, or any persons or entities who provide services to such other Party or its head office, branches or Affiliates, in each case, in connection with such Reporting Requirements. Each Party acknowledges that pursuant to the relevant Reporting Regulation, regulators require reporting of trade data to increase market transparency and enable regulators to monitor systemic risk to ensure safeguards are implemented globally.

(iii)

Each Party acknowledges that:

(A)

disclosures made pursuant to this Part 5(c) may include, without limitation, the disclosure of trade information including a Party’s identity (by name, address, corporate affiliation, identifier or otherwise) to any trade repository registered or recognized in accordance with the relevant Reporting Regulation, including Article 55 of EMIR, Article 77 of EMIR or with CFTC Rule published on September 1, 2011 with respect to Swap Data Repositories (76 FR 54538) or one or more systems or services operated by any such trade repository (“ TR ”) and any relevant regulators (including without limitation, the U.S. Commodity Futures Trading Commission or other U.S. regulators in the case of trade reporting under applicable U.S. laws, the European Securities and Markets Authority and national regulators in the European Union) under the Reporting Regulation;

(B)

such disclosures could result in certain anonymous transaction and pricing data becoming available to the public;

(C)

for purposes of complying with regulatory reporting obligations, a Party may use a third party service provider to transfer trade information into a TR and any such TR may engage the services of a global trade repository regulated by one or more governmental regulators; and

(D)

disclosures made pursuant hereto may be made to recipients in a jurisdiction other than that of the disclosing party or a jurisdiction that may not necessarily provide an equivalent or adequate level of protection for personal data as the counterparty’s home jurisdiction.

(iv)

For the avoidance of doubt, (A) to the extent that applicable non-disclosure, confidentiality, bank secrecy, data privacy or other law imposes non-disclosure requirements on transaction and similar information required or permitted to be disclosed as contemplated herein but permits a Party to waive such requirements by consent, the consent and acknowledgements provided herein shall be a consent by each Party for purposes of such law; (B) any agreement between the parties to maintain confidentiality of information contained herein or in any non-disclosure, confidentiality or other agreement shall continue to apply to the extent that such agreement is not inconsistent with the disclosure of information in connection with the Reporting Requirements as set out herein; and (C) nothing herein is intended to limit the scope of any other consent to disclosure separately given by each Party to the other Party.

(d)	*Transfer.* Section 7 of this Agreement shall be amended by inserting the phrase “which consent shall not be unreasonably withheld or delayed” in the third line thereof after the word “party” and before the word “except”.

Notwithstanding the provisions of Section 7, Party A may assign and delegate its rights and obligations under this Agreement, and all Transactions hereunder (the “ Transferred Obligations ”) to any direct or indirect affiliate of Bank of America Corporation ((i) which has at least the same creditworthiness as Party A (or in the case of an Event of Default with respect to Party A, at least the same creditworthiness as Party A disregarding such Event of Default) (the “ Assignee ”) and (ii) provided (a) Party B would not, at the time and as a result of such assignment, reasonably be expected to be required to pay (including a payment in kind) to the Assignee at such time or on any later date an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement (except in respect of interest under Section 9(h) of the Agreement) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such assignment, and (b) Party B would not, at the time and as a result of such assignment, reasonably be expected to receive a payment (including a payment in kind) from which at such time or on any later date an amount has been withheld or deducted, on account of a Tax under Section 2(d)(i) of the Agreement (except in respect of interest under Section 9(h) of the Agreement), in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment, unless the Assignee will be required to make additional payments pursuant to Section 2(d)(i)(4) of the Agreement in an amount equal to such excess), by notice specifying the effective date of such transfer and including an executed acceptance and assumption by the Assignee of the Transferred Obligations; and thereafter, as of the date specified: (a) Party A shall be released from all obligations and liabilities arising under the Transferred Obligations; and (b) if Party A has not assigned and delegated its rights and obligations under this Agreement and all Transactions hereunder, the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement, if any, between Assignee and Party B, provided that, if at such time Assignee and Party B have not entered into a master agreement, Assignee and Party B shall be deemed to have entered into an ISDA 2002 form of Master Agreement with a Schedule substantially in the form hereof but amended to reflect the name of the Assignee and the address for notices and any amended representations under Part 2 hereof as may be specified in the notice of transfer.

(e)	*Set-off.* Section 6(f) is hereby amended by inserting in the sixth line thereof the words “or any Affiliates of the Payee in circumstances where the Payee is the Non-defaulting Party or Non-Affected Party” following the words “payable by the Payee”.

(f)	*Method of Notice.* Section 12(a)(ii) of the Master Agreement is deleted in its entirety and replaced with “(ii) [RESERVED];”.

(g)

Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Tax” as used in Part 2(a) (Payer Tax Representation) and “Indemnifiable Tax” as defined in Section 14 of this Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “ FATCA Withholding Tax ”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of this Agreement.

This Part 5(g) shall replace any Express Provisions. For these purposes, “ Express Provisions ” means any provisions expressly set out in any confirmation of a Transaction that supplements, forms a part of, and is subject to, this Agreement that provide for amendments to (i) any Payer Tax Representation contained in this Agreement, (ii) Section 2(d) of this Agreement, or (iii) the definition of “Indemnifiable Tax” in this Agreement, in each case, only in relation to FATCA Withholding Tax.

(h)

HIRE Act. To the extent that either Party to this Agreement is not an adhering Party to the ISDA 2015 Section 871(m) Protocol published by ISDA on November 2, 2015 and available at www.isda.org , as may be amended, supplemented, replaced or superseded from time to time (the “ 871(m) Protocol ”), the parties agree that the provisions and amendments contained in the Attachment to the 871(m) Protocol are incorporated into and apply to this Agreement as if set forth in full herein. The parties further agree that, solely for purposes of applying such provisions and amendments to this Agreement, references to “each Covered Master Agreement” in the 871(m) Protocol will be deemed to be references to this Agreement, and references to the “Implementation Date” in the 871(m) Protocol will be deemed to be references to the date of this Agreement.

(i)	*ISDA 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol.* The PDD Protocol is incorporated into and applies to this Agreement as if set out in full in this Agreement but with the following amendments and elections:

(i)

The definition of “ Adherence Letter ” is deleted and references to “ Adherence Letter ”, “ such party’s Adherence Letter ” and “ Adherence Letter of such party ” are deemed to be references to this Part 5(i).

(ii)

References to “ Implementation Date ” are deemed to be references to the date of this Agreement.

(iii)

The definition of “ Protocol ” is deemed to be deleted.

(iv)

The definitions of “ Portfolio Data Sending Entity ” and “ Portfolio Data Receiving Entity ” are replaced with the following:

“Portfolio Data Receiving Entity” means Party B, subject to Part I(2)(a) above.

“Portfolio Data Sending Entity” means Party A, subject to Part I(2)(a) above.

(v)

Local Business Days for the purposes of portfolio reconciliation and dispute resolution.

(A)

Party A specifies the following place(s) for the purposes of the definition of Local Business Day as it applies to it for the purposes of portfolio reconciliation and dispute resolution only: New York.

(B)

Party B specifies the following place(s) for the purposes of the definition of Local Business Day as it applies to it for the purposes of portfolio reconciliation and dispute resolution only: New York.

(vi)

Contact details for the purposes of portfolio reconciliation and dispute resolution. Notwithstanding the contact details provided by the Parties in Part 4 of this Agreement; unless otherwise agreed between the parties in writing, the following items shall be delivered to the respective Party for the purposes of the PDD Protocol, as follows:


(A)	Notices to Party A:

	Portfolio Data:	collateral_recon_derivatives@bankofamerica.com

	Notice of a discrepancy:	collateral_recon_derivatives@bankofamerica.com

	Dispute Notice:	emir_disp_resolution@baml.com

(B)	Notices to Party B:

	Portfolio Data:	Benoit.autier@gold.org Robert.francess@gold.org Greg.collett@gold.org

	Notice of a discrepancy:	Benoit.autier@gold.org Robert.francess@gold.org Greg.collett@gold.org

	Dispute Notice:	Benoit.autier@gold.org Robert.francess@gold.org Greg.collett@gold.org

Any notice given by email in accordance with this Part 5(i), will be deemed effective on the date it is delivered unless the date of that delivery (or attempted delivery) is not a Local Business Day (in respect of the receiving party) or, subject to Part I(1)(a)(iv) of the PDD Protocol, that communication is delivered (or attempted) after the close of business on a Local Business Day (in respect of the receiving party), in which case that communication will be deemed given and effective on the first following day that is a Local Business Day (in respect of the receiving party).

(vii)

Use of a third party service provider. For the purposes of Part I(3)(b), Party A and Party B confirm that they may use a third party service provider as may be separately agreed between them in writing from time to time.

(j)	*General Conditions.* The following new Section 2(a)(iv) shall be inserted immediately following Section 2(a)(iii) of this Agreement:

“2(a)(iv) Without otherwise limiting the rights of a Non-defaulting Party or non-Affected Party (“ X ”), in the event that X suspends payments or deliveries in accordance with the conditions precedent specified in Section 2(a)(iii)(1) of this Agreement following the occurrence of an Event of Default or an event which would, with the passing of time, become an Event of Default (an “ Occurrence ”), X agrees that the condition precedent with respect to such Occurrence shall be deemed to expire on the date (the “ Performance Date ”) which is ten (10) calendar days after the first date of such suspension of payments or deliveries by X; provided, that the other Party has given written notice citing this provision five (5) calendar days prior to such Performance Date. Unless X has designated an Early

Termination Date as a result of a particular Occurrence on or before the Performance Date attributable to such Occurrence, such Occurrence shall cease to be a condition precedent with respect to the obligations under Section 2(a)(i) of this Agreement”.

(k)

Failure to Pay or Deliver. Section 5(a)(i) of this Agreement is hereby amended by the addition of the following words at the end thereof: “ provided , however , that, notwithstanding the foregoing, an Event of Default shall not occur if such party demonstrates, to the reasonable satisfaction of the other party, that: (I) such failure to make any payment or delivery is caused by an error or omission of an administrative or operational nature; (II) funds or assets were available to such party to enable it to make the relevant payment or delivery when due; and (III) such payment or delivery is made within three (3) Local Business Days following the date on which written notice of such failure to pay or deliver is given to such party.”

(l)

Misrepresentation. Section 5(a)(iv) of this Agreement is hereby amended by the addition at the end thereof of the words; “if such misrepresentation is not remedied on or before the fifth (5 ^th ) Local Business Day following notice of such failure being given to the party and two (2) Local Business Days’ notice of such failure to remedy has thereafter been given to the party.”

(m)	*Payments on Early Termination.* Section 6(e) shall be deleted and replaced by the following new Section 6(e):

“(e) Payments on Early Termination . If an Early Termination Date occurs, the amounts, if any, deliverable or payable in respect of that Early Termination Date (the “ Early Termination Amount ”) will be determined pursuant to this Section 6(e) and will be subject to Section 6(f).

(i)

Events of Default. If the Early Termination Date results from an Event of Default, the Early Termination Amount shall be that quantity of Bullion equal to the Bullion Close-Out Amount or Bullion Close-Out Amounts (whether positive or negative) determined by the Non-defaulting Party for each Terminated Transaction or group of Terminated Transactions, as the case may be. If such Early Termination Amount is a positive quantity, the Defaulting Party will deliver it to the Non-defaulting Party; if it is a negative quantity, the Non-defaulting Party will deliver the absolute quantity of such Early Termination Amount to the Defaulting Party.

(ii)

Termination Events. If the Early Termination Date results from a Termination Event:

(A)

One Affected Party. Subject to paragraph (C) below, if there is one Affected Party, the Early Termination Amount shall be that quantity of Bullion equal to the Bullion Close-Out Amount or Bullion Close-Out Amounts (whether positive or negative) determined by the Non-affected Party for each Terminated Transaction or group of Terminated Transactions, as the case may be. If such Early Termination Amount is a positive quantity, the Affected Party will deliver it to the Non-affected Party; if it is a negative quantity, the Non-affected Party will deliver the absolute quantity of such Early Termination Amount to the Affected Party.

(B)

Two Affected Parties. Subject to paragraph (C) below, if there are two Affected Parties, each Party will determine a Bullion Close-Out Amount or Bullion Close-Out Amounts (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions, as the case may be. Thereafter, the Early Termination Amount will be a quantity equal to one-half of the difference between the higher Bullion Close-Out Amount so determined (by party “X”) and the lower Bullion Close-Out Amount so determined (by party “Y”). If such Early Termination Amount is a positive quantity, Y will deliver such Early Termination Amount to X; if it is a negative quantity, X will deliver the absolute quantity of such Early Termination Amount to Y.

(C)

Mid-Market Events. If that Termination Event is an Illegality or a Force Majeure Event, then the Early Termination Amount will be determined in accordance with paragraph (A) or (B) above, as appropriate, except that, for the purpose of determining a Bullion Close-Out Amount or Bullion Close-Out Amounts, the Determining Party will:

(1)

if obtaining quotations from one or more third parties (or from any of the Determining Party’s Affiliates), ask each third party or Affiliate: (I) not to take account of the current creditworthiness of the Determining Party or any existing Credit Support Document; and (II) to provide mid-market quotations; and

(2)

in any other case, use mid-market values without regard to the creditworthiness of the Determining Party.

(iii)

Pre-Estimate. The parties agree that a quantity or amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such quantity or amount is deliverable or payable for the loss of bargain and the loss of protection against future risks, and, except as otherwise provided in this Agreement, neither Party will be entitled to recover any additional damages as a consequence of the termination of the Terminated Transactions.”

(n)

Export of Defaults. The occurrence or designation of an Early Termination Date on account of an Event of Default or Termination Event with respect to a Party hereto (“X”) (where X is the Defaulting Party or sole Affected Party) shall constitute a material breach and event of default (howsoever described) under all transactions between X and the other Party (“Y”) (whether or not arising under this Agreement, whether or not matured, whether or not contingent and regardless of the currency, place of payment or booking office of the obligation) (together, the “ Other Transactions ”), whereupon Y shall have the right to terminate, liquidate and otherwise close out any such Other Transactions (and X shall be liable for any damages suffered by Y as a result thereof).

(o)

Single Relationship. The parties intend that all Transactions and all other obligations (whether or not arising under this Agreement, whether or not matured, whether or not contingent and regardless of the currency, place of payment or booking office of the obligation) shall be treated as mutual and part of a single, indivisible contractual and business relationship.

(p)	*Form of Agreement.* The parties hereby agree that the text of the body of the Agreement is intended to be the printed form of 2002 Agreement as published and copyrighted by ISDA.

(q)	*Limited Recourse and non-petition.*

Party A agrees that its recourse against Party B in respect of the relevant Transaction is limited to the assets of the Fund only and not any other series of the Trust or any other person or entity, including, without limitation, the trustee of the Trust, the sponsor of the Trust and any employee, adviser, consultant or representative of the Trust. Party A shall not be entitled to institute, or join with any other person in bringing, instituting or joining, insolvency proceedings (whether court based or otherwise) in relation to Party B.

(r)	*Bail-in and Stay Clause.* Notwithstanding and to the exclusion of any other provisions of this Agreement or any other agreements, arrangements or understandings between Party A and Party B:

(i)

Party B acknowledges and agrees that, where a Resolution Measure is taken in relation to Party A or any member of the same group as Party A and Party A or any member of its group is a Party to this Agreement (any such Party to this Agreement being an “ Affected Party ”), it shall only be entitled to exercise any termination right under, or rights to enforce a security interest in connection with, this Agreement against the Affected Party to the extent that it would be entitled to do so under the Special Resolution Regime if this Agreement were governed by English law; and

(ii)

Party B acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

(A)

the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Party A to Party B under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(1)

the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(2)

the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of Party A or another person, and the issue to or conferral on Party B of such shares, securities or obligations;

(3)

the cancellation of the BRRD Liability;

(4)

the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

(B)

the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

(s)	*Additional Definitions.* Section 14 of this Agreement is hereby amended by the addition of the following defined terms. Each of the following defined terms shall be inserted in alphabetical order in Section 14.

“ Adjustment Notice ” means a notice in the form at Appendix III to this Agreement in relation to the Daily Delivery Amount, the Aggregate Delivery Amount, the True-up Amount and such other calculations and determinations as are agreed between the Parties from time to time as forming part of the notice;

“ Administrator ” means The Bank of New York Mellon, as administrator, cash custodian and transfer agent for the Trust;

“ Aggregate Delivery Amount ” has the meaning given to it in Part 8 hereof;

“ Allocated Bullion Account Agreement ” means the agreement between the Trust and the Custodian which establishes the Fund Allocated Account;

“ Authorized Participant ” means a person who (1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions; (2) is a participant in DTC; (3) has entered into an Authorized Participant Agreement with the Administrator which has not been terminated; and (4) has established an Authorized Participant Unallocated Account with the Custodian;

“ Authorized Participant Agreement ” means a written agreement between Party B and another person in relation to Shares pursuant to which such other person acts as an Authorized Participant in relation to the Shares;

“ Authorized Participant Unallocated Account ” means an unallocated Gold Bullion account established with the Custodian by an Authorized Participant;

“ Bail-in Legislation ” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;

“ Bail-in Powers ” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;

“ BRRD Liability ” means a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised;

“ BRRD ” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

“ Bullion Close-Out Amount ” means, with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party in respect of Bullion Denominated Obligations that are or would be incurred under then prevailing circumstances (expressed as a positive quantity of Bullion) or gains of the Determining Party that are or would be realized under then prevailing circumstances (expressed as a negative quantity of Bullion) in replacing, or in providing for the Determining Party the economic equivalent of the material terms of the Bullion Denominated Obligations under that Terminated Transaction or group of Terminated Transactions, including deliveries by the parties under Section 2(a)(i) in respect of that Terminated Transaction or group of Terminated Transactions that are or would, but for the occurrence of the relevant Early Termination Date, be or have been required after that date (assuming satisfaction of the conditions precedent in Section 2(a)(iii));

“ Bullion Denominated Obligations ” means obligations under a Transaction to Deliver Bullion or which are otherwise denominated in Bullion;

“ Bullion Settlement Disruption Day ” means a day on which an event has occurred and is continuing which is beyond the control of Party A and Party B, as a result of which a Delivery of Bullion required under a Transaction cannot be effected;

“ Bullion Settlement Disruption ” has the meaning given to it in the Master Confirmation;

“ Bullion Transaction Settlement Date ” has the meaning given to it in the 2005 Commodity Definitions;

“ Bullion/U.S. Dollar Exchange Rate ” means the mid-price of the bid and ask prices of the Bullion to U.S. Dollar exchange rate or U.S. Dollar to Bullion exchange rate used in the Index;

“ Bullion ” means gold satisfying the good delivery rules of the Market Association for Bullion;

“ Close Out Amount ” shall not have the meaning set out in Section 14 of this Agreement, but instead, the first paragraph of the definition of “ Close-Out Amount ” up to and including the words “in respect of that Terminated Transaction or group of Terminated Transactions” shall be deleted and replaced by the following words: ““ Close-Out Amount ” means a Bullion Close-Out Amount.”

“ Creation ” shall refer to the creation of Shares; and “ Creation Order ” shall be an order for the Creation of such Shares; each as provided for in accordance with the Prospectus (and “ Create ” and “ Created ” shall be construed accordingly);

“ Creation Unit ” means a block of 10,000 Shares or more or such other amount as established from time to time by the Sponsor; with multiple blocks being referred to as “Creation Units”;

“ Currency(/ies) ” means each of Euro, Japanese yen, British pounds sterling, Canadian dollars, Swedish krona and Swiss francs;

“ Custodian Agreements ” means the Allocated Bullion Account Agreement together with the Unallocated Bullion Account Agreement;

“ Custodian ” means HSBC Bank plc;

“ Daily Delivery Amount ” means the amount of Bullion to be Delivered into or out of the Fund on a daily basis to reflect the change in the Currencies comprising the FX Basket against USD, calculated on each Pricing Day in accordance with Appendix II of this Agreement;

“ DDA Delivery Date ” means in respect of any Pricing Day, the day that is the Bullion Transaction Settlement Date for such Pricing Day; provided that such day is not subject to a Bullion Settlement Disruption. If such day does not satisfy such conditions, then the relevant DDA Delivery Date shall be the next day on which such conditions are satisfied;

“ Deliver ” means good delivery in accordance with the standards of the Market Association for Bullion into: (a) in the case of amounts due from Party A to Party B under this Agreement, the Fund Unallocated Account; (b) in the case of amounts due from Party B to Party A under this Agreement, such unallocated account as Party A shall notify Party B of from time to time, (and “ Delivery ” shall be construed accordingly);

“ Delivery Amount Payer ” has the meaning given to it in Part 8;

“ Delivery Amount Receiver ” has the meaning given to it in Part 8;

“ Determining Party ” means the Party determining a Bullion Close-Out Amount;

“ Dodd Frank ” means the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. No. 111-203, § 929-Z, 124 Stat. 1376, 1871 (2010) (codified at 15 U.S.C. § 78o);

“ DTC ” means The Depository Trust Company; which is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC pursuant to the provisions of Section 17A of the Exchange Act; and which will act as the securities depository for the Shares;

“ EMIR ” means the European Market Infrastructure Regulation, being Regulation (EU) No 648/2012 on OTC derivatives, central counterparties and trade repositories;

“ Encumbrance ” means any mortgage, charge (fixed or floating), pledge, lien, option, right to acquire, assignment by way of security or trust arrangement for the purpose of providing security or other security interest of any kind (including any retention arrangement) or any encumbrance or right of pre- emption, or any agreement to create any of the foregoing;

“ EU Bail-in Legislation Schedule ” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499 ;

“ Fallback Reference Price ” has the meaning given to it in the Master Confirmation;

“ Final Delivery Amount ” has the meaning given to it in Part 8 of this Agreement;

“ Fund ” means the Long Dollar Gold Trust;

“ Fund Allocated Account ” means the allocated Bullion account of the Trust established with the Custodian on behalf of the Fund by the Allocated Bullion Account Agreement. The Fund Allocated Account will be used to hold the Bullion that is transferred from the Fund Unallocated Account to be held by the Fund in allocated form (i.e., as individually identified bars of Bullion);

“ Fund Unallocated Account ” means the unallocated Bullion account of the Trust established with the Custodian on behalf of the Fund by the Unallocated Bullion Account Agreement. The Fund Unallocated Account will be used to facilitate the transfer of Bullion in and out of the Fund. Specifically, it will be used to transfer Bullion deposits and Bullion redemption distributions between Authorized Participants and the Fund in connection with the Creation and Redemption of Creation Units, in connection with the transfers of Bullion to or from Party A pursuant to this Agreement, and in connection with sales of Bullion for the Fund;

“ Funding Rate ” means [ ];

“ FX Basket ” shall have the meaning set forth in the Index Rules.

“ group ” has the meaning given to it in the PRA Contractual Stay Rules for the purposes of Part 5(s);

“ Hedging Disruption/Change in Law Day ” means a day on which a Hedging Disruption/Change in Law has occurred and is continuing;

“ Index ” means the Solactive GLD ^® Long USD Gold Index, which is an Index of Solactive AG and is calculated and distributed by the Index Sponsor;

“ Index Business Day ” has the meaning specified in the Index Rules;

“ Index Closing Level ” has the meaning specified in the Index Rules;

“ Index Rules ” means the Guideline for the Solactive GLD® Long USD Gold Index, Version 0.7 dated 19 July 2016;

“ Index Sponsor ” means any entity which calculates and publishes (or causes to be published) the Index and at the date of this Agreement means Solactive AG;

“ ISDA ” means the International Swaps and Derivatives Association, Inc.;

“ law ” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and lawful and unlawful will be construed accordingly;

“ LBMA ” means the London Bullion Market Association;

“ Local Business Day ” means a day which is a London Business Day and a New York Business Day;

“ London Bullion Market ” means the over-the-counter market in gold and silver coordinated by the LBMA;

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

“ Market Association ” means the LBMA or its successors;

“ Market Disruption Event ” has the meaning given to it in the Master Confirmation;

“ Master Confirmation ” means the Master Confirmation dated on or about the date of this Agreement and entered into between Party A and Party B, in substantially the form as is attached hereto as Appendix I;

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

“ New York Business Day ” means a day (other than a Saturday or a Sunday) on which the NYSE ARCA is open for the transaction of business;

“ Notional Settled ” has the meaning given to it in Appendix II;

“ Notional Unsettled ” has the meaning given to it in Appendix II;

“ Number ” in relation to the entry into of Transactions in conjunction with an application for Creation or Redemption (as the case may be) of individual Shares, means the number of Transactions which is the same as the number of Shares to which the application for Creation or Redemption (as the case may be) relates;

“ ounces or oz. ” means troy ounces, being equal to 31.1034768 grams;

“ Party ” means a party to this Agreement including that party’s successors in title and assignees or transferees permitted in accordance with the terms of this Agreement;

“ PDD Protocol ” means Parts I to III of the attachment to the ISDA 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by ISDA on 19 July 2013 and available on the ISDA website ( www.isda.org );

“ Platform Documents ” means each of the [Transfer Agency and Service Agreement entered into between the Trust and the Administrator; the Fund Administration and Accounting Agreement entered into between the Trust and the Administrator; the Custody Agreement entered into between the Trust and the Administrator; and the Index License Agreement entered into between the Index Sponsor and the Sponsor];

“ PRA Contractual Stay Rules ” means the rules set out in the PRA Rulebook of the Bank of England Prudential Regulation Authority: CRR Firms and Non-Authorised Persons: Stay in Resolution Instrument 2015, as may be amended from time to time;

“ Price Source Disruption ” has the meaning given to it in the Master Confirmation;

“ Pricing Day ” means, in respect of a Transaction, a day that is a New York Business Day;

“ Prospectus ” means the Prospectus, as filed with the United States Securities and Exchange Commission on [ , 2016] under the Securities Act of 1933, of the Fund, a series of the Trust and sponsored by the Sponsor;

“ Redemption ” shall refer to the redemption of Shares; and “ Redemption Order ” shall be an order for the Redemption of such Shares; each as provided for in accordance with the Prospectus (and “ Redeem ” and “ Redeemed ” shall be construed accordingly);

“ Relevant Resolution Authority ” means the resolution authority with the ability to exercise any Bail-in Powers in relation to Party A;

“ Resolution Measure ” means a ‘crisis prevention measure’, ‘crisis management measure’ or ‘recognized third-country resolution action’, each with the meaning given in the PRA Contractual Stay Rules, provided, however, that ‘crisis prevention measure’ shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual Stay Rules;

“ security interest ” has the meaning given to it in the PRA Contractual Stay Rules for the purposes of Part 5(s);

“ Share ” means units in the Fund representing an equal beneficial interest in the net assets of the Fund entitling the holder thereof to receive such holder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Fund;

“ Special Resolution Regime ” has the meaning given to it in the PRA Contractual Stay Rules;

“ Sponsor ” means WGC USA Asset Management Company, LLC, a Delaware limited liability company wholly-owned by WGC (US) Holdings, Inc;

“ Swap Formulae ” means such calculations as are to be made in accordance with the provisions of Part 8, and as are set out in Appendix II;

“ Swap Obligation ” means any obligation incurred with respect to a transaction that is a “swap” as defined in the Section 1a(47) of the Commodity Exchange Act and CFTC Regulation 1.3(xxx);

“ Tax ” means any VAT, tax, income tax, capital gains tax, corporation tax, goods and services tax, withholding tax, stamp, financial institutions, registrations and other duties, bank accounts debits tax, import/export tax or tariff and any other taxes, levies, imposts, deductions, interest, penalties and charges imposed or levied by a government or government agency;

“ Termination Date ” means, with respect to any Transaction, the final date for payment or delivery, as appropriate, in respect of such Transaction;

“ termination right ” has the meaning given to it in the PRA Contractual Stay Rules for the purposes of Part 5(s);

[“ True Up Amount ” means the amount of Bullion to be Delivered into or out of the Fund on a daily basis to reflect the amount of the true-up calculated in accordance with the provisions of Part 8 and the Swap Formulae as set out in Appendix II;]

“ Trust ” means World Currency Gold Trust;

“ U.S. Dollar Cash Equivalent ” means in relation to an Early Termination Amount, the equivalent U.S. Dollar sum, calculated by converting the Bullion represented by such Early Termination Amount into U.S. Dollars at the Bullion/U.S. Dollar Exchange Rate on the relevant Early Termination Date;

“ U.S. Dollars ” or “ USD ” or “ U.S.$ ” means the lawful currency of the United States of America; and

“ Unallocated Bullion Account Agreement ” means the agreement between the Trust and the Custodian which establishes the Fund Unallocated Account.

Part 6

Additional Acknowledgments and Covenants

(a)	*Party B Acknowledgements.* Each of Party B and its successors in title acknowledges and agrees that:

(i)

Party B and its successors in title shall have sole responsibility for each of the following:

(A)

the establishment, structure or choice of assets of Party B (including without limitation for any costs in relation to the establishment of Party B);

(B)

the selection of any person performing services for or acting on behalf of Party B;

(C)

the economic terms or suitability of any Transaction;

(D)

the preparation of or passing on the disclosure and other information contained in the Prospectus or any other agreements or documents used by Party B or any other party in connection with the marketing and sale of Shares;

(E)

the ongoing operations and administration of Party B, including the furnishing of any information to Party B which is not specifically required under the agreements to which Party A is party; or

(F)

any other aspect of the existence of Party B except for those matters specifically identified in this Agreement.

For the avoidance of doubt, Party A shall have no responsibility under this Agreement or otherwise for any such matter.

(ii)

Shares represent obligations of Party B only and do not represent an interest in or obligation of Party A by virtue of this Agreement. No recourse may be had under this Agreement by the holders of Shares against Party A or its assets with respect to the Shares.

(iii)

The Shares have been structured and are being marketed or promoted by Party B and any service providers Party B engages to assist with marketing or promotion, and Party A has had and has no involvement in either of these processes other than in its capacity as an Authorized Participant where applicable.

(iv)

Party A’s involvement with the development of the Shares is limited to its roles as a Party to this Agreement and the Transactions.

(b)	*Additional Party B Covenants.*

(i)

Party B undertakes to comply with and perform its obligations and undertakings under the Platform Documents.

(ii)

Party B undertakes that it will not publish or distribute any written advertising materials (including without limitation internet advertising materials) relating to Shares other than in accordance with all applicable laws and it will not publish or distribute any offering or advertising materials which include any content relating to Party A or any of its Affiliates unless Party A has previously approved the content and form of such materials.

(iii)

Party B shall not, and shall require that each Authorized Participant does not, represent or suggest to any potential investors in or distributors of Shares that either Party A or any of its Affiliates has structured Shares or provided any advice or information in respect of Shares.

(iv)

For so long as any Shares are outstanding, Party B undertakes to provide to Party A, promptly upon Party A’s request, such information as Party B is required to deliver to the Trustee or any applicable regulator.

(v)

For so long as any Shares are outstanding, Party B undertakes to promptly (and, in any event, within two (2) Local Business Days) procure that the Bank of New York Mellon, as Administrator of the Fund, provide notice to Party A of the Creation and Redemption (each such term as defined in the Prospectus) of Shares.

(vi)

For so long as any Shares are outstanding, Party B undertakes to notify Party A in writing as soon as reasonably practicable if Party B is in breach of this Agreement.

(vii)

For so long as any Shares are outstanding, Party B undertakes to notify Party A in writing as soon as reasonably practicable in the event that Solactive AG or The Bank of New York Mellon is in breach of any of their respective obligations under the Platform Documents.

(viii)

Party B undertakes not to incur or permit to subsist in respect of any Bullion any indebtedness for borrowed money, lien, claim, charge or encumbrance over such Bullion, and not to give any guarantee or indemnity in respect of indebtedness of any person;[ provided , however , Party B may borrow from the Custodian, an amount of Bullion not exceeding one Good Delivery Bar (as such term is defined in accordance with the Good Delivery Rules of the Market Association for Bullion in place from time to time) to ensure that Shares are fully backed by Bullion.]

(ix)

Party B undertakes not to undertake any business save for the Creation and Redemption of Shares, the acquisition and disposal of Bullion, entering into Transactions, and entering into all other documents necessary for the purposes of the Shares (which includes documents appointing officers, administrators, registrars and advisers) and performing its obligations and exercising its rights thereunder.

(x)

Party B undertakes not to have any employees.

(xi)

Party B undertakes not to consolidate or merge with any other person or convey or transfer all, or substantially all, of its assets to any person.

(xii)

Party B undertakes not to permit the validity or effectiveness of this Agreement to be modified, terminated or discharged.

(xiii)

Party B undertakes not to have any subsidiaries or controlled Affiliates.

(xiv)

Party B undertakes to procure that the Bullion it holds is at all times maintained in a manner so that it is readily distinguishable from the property attributable to any other person, provided, however, Party B may hold Bullion in the Fund Unallocated Account for the amount of time necessary to effect transactions for the Fund.

(xv)

Party B undertakes not to open any bank account other than as contemplated in the Prospectus.

(c)	*Indemnification of Party A.*

(i)

Party B agrees to indemnify and hold harmless Party A, its directors, officers, employees, agents and affiliates, and each person, if any, who controls Party A within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), from and against any losses, claims, damages and liabilities, including, without limitation, any reasonable legal fees and other out-of-pocket costs and expenses incurred in connection with investigating, preparing for and responding to third party subpoenas, as such expenses are incurred, or other expenses incurred by Party A in connection with defending or investigating any action or claim to which they or any of them may become subject (the “ Legal Fees ”), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) involve matters contemplated under this Agreement, the Index, or related to any Transaction and arise out of, are based upon or arise in connection with any untrue or misleading statement of any material fact contained in the Prospectus, or any of the other reports, financial statements, certificates or other information furnished by or on behalf of Party B to Party A on or prior to the date of this Agreement, or arise out of, are based upon or arise in connection with the omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading.

(ii)

Party B will not, however, be liable under the foregoing indemnification provision for losses, claims, damages or liabilities (or actions in respect thereof) that have resulted from the negligence or willful misconduct of Party A or its directors, officers, employees, agents and affiliates and in these circumstances Party A shall reimburse Party B for all losses, claims, damages, liabilities, and Legal Fees or other expenses previously paid by Party B to Party A.

(iii)

Party B’s obligations pursuant to this Part 6(c) (Indemnification of Party A) shall inure to the benefit of any successors and assigns of each indemnified party. The obligations of Party B hereunder shall be in addition to any rights that any indemnified party may have at common law or otherwise.

Part 7

Authorized Participants

(a)	*Appointment of Authorized Participants.* Party B may appoint as an Authorized Participant:

(i)

Party A or any Affiliate of Party A; or

(ii)

any other person provided that this Part 7 is complied with in respect of such appointment, in addition to any other process or criteria as may apply from time to time.

(b)

Notification of new Authorized Participant . Party B shall promptly, and in any event no less than [ten (10)] Local Business Days prior to signing an Authorized Participant Agreement, provide notice to Party A of the names and addresses of each person whom Party B proposes should become an Authorized Participant and shall provide (or shall procure that Party A is provided with) such information as Party A may acting in good faith require (the “ KYC information ”) in order to consider whether or not the appointment of such proposed person as an Authorized Participant is appropriate. In the event that Party A in good faith objects to the appointment of any such Authorized Participant, Party A shall advise Party B of the rejection as soon as practicable and no later than [five (5)] Local Business Days after receiving the KYC information and Party B shall cease the appointment of that Authorized Participant.

(c)

Removal of Authorized Participant on notice . If, during the term of appointment of any Authorized Participant, Party A determines in good faith that such Authorized Participant is no longer an appropriate Authorized Participant due to their being a regulatory or reputational circumstance regarding that Authorized Participant which is beyond the control of either of the Parties to mitigate, then Party A shall provide notice of such to Party B, including evidence of the issue (subject to any confidentiality or regulatory restrictions regarding disclosure); and thereafter, Party B shall terminate such Authorized Participant Agreement as soon as reasonably practicable (but, in any event, within ten (10) Local Business Days) of receipt of such notification from Party A.

(d)	*Cessation of appointment* . Party B undertakes to notify Party A in writing as soon as reasonably practicable whenever an Authorized Participant ceases to be an Authorized Participant.

Part 8

Provisions in respect of Daily Delivery Amounts

(a)

Procedures for Confirming Transactions . On each and every Index Business Day, Party B shall procure that the Index Sponsor will in good faith and with reasonable due diligence calculate the value of the Index prior to 5:30 a.m. New York time and provide the value of the Index to Party A by no later than 5:30 a.m. New York time.

(b)

Adjustment Notice . On each Pricing Day Party A shall in good faith and with reasonable due diligence calculate the Daily Delivery Amount, the Aggregate Delivery Amount and the True-up Amount and provide the same to Party B as part of an Adjustment Notice in substantially the form set forth in Appendix III by 06:30 a.m. New York time.

Each Adjustment Notice, when taken with the Master Confirmation, shall be deemed to be a “ Confirmation ” in respect of an individual Transaction for the purposes of this Agreement; provided that Party A shall have (and Party B shall procure that Party A has) the dispute rights detailed further below in relation to any Index calculations or determinations, including (i) the Index and any values or other determinations and calculations in respect thereof; (ii) the Swap Formulae as set out in Appendix II hereto; and (iii) calculation of the values for the purposes of the Adjustment Notice.

Party B shall promptly review any Adjustment Notice received from Party A and shall notify Party A promptly, but in any event no later than 08:00 a.m. New York Time, if it objects to any calculation therein. In the case of any objection the Parties shall use commercially reasonable efforts to resolve any dispute promptly and no later than 12:00 p.m. noon New York time on such day. If the Parties are unable to resolve such dispute, then the Parties shall select an independent Substitute Dealer to make such calculation by 01:00 p.m. New York time on such day. The cost of such Substitute Dealer shall be borne equally by the Parties. If the Parties are unable to agree on and appoint a Substitute Dealer, then each Party shall appoint one (1) Substitute Dealer, and those two (2) Substitute Dealers shall jointly appoint a third (3 ^rd ) Substitute Dealer to be the Substitute Dealer by 02:00 p.m. New York time on such day.

(c)

Dispute rights of Party A . Party A, acting in good faith and in a commercially reasonable manner, may dispute a calculation or determination made in respect of the Index by the Index Sponsor (an “ Index Disputed Matter ”) by providing a written notice to Party B that specifies in reasonable detail (i) the nature of the objection and (ii) an alternative calculation or determination (“ Index Objection Notice ”) not later than the close of business on the Local Business Day immediately following receipt of such calculation or determination.

If the Index Disputed Matter is not resolved by 12:00 p.m. (New York time) on the Local Business Day following the date on which an Index Objection Notice is timely delivered by Party A (the “ Informal Index Resolution Date ”), then three (3) Substitute Dealers shall be appointed no later than 05:00 p.m. (New York time) on the Informal Index Resolution Date (the “ Initial Index Appointment Deadline ”), each to make a determination or calculation as to the Index Disputed Matter as promptly as practicable, but no later than 05:00 p.m. (New York time) on the second (2 ^nd ) Local Business Day following its appointment as a Substitute Dealer (the “ Index Determination Deadline ”).

If the Parties are unable to agree on and appoint three (3) Substitute Dealers by the Initial Index Appointment Deadline, then Party A and Party B shall each appoint one (1) Substitute Dealer, and those two (2) Substitute Dealers shall jointly appoint a third (3 ^rd ) Substitute Dealer by 12:00 p.m. (New York time) on the first (1 ^st ) Local Business Day following the Informal Index Resolution Date (the “ Final Index Appointment Deadline ”). If for any reason the Parties are unable to appoint three (3) Substitute Dealers pursuant to the foregoing by the Final Index Appointment Deadline, then the Index Sponsor’s original calculation or determination in respect of the Index Disputed Matter shall control.

In the event that no more than one (1) Substitute Dealer provides a response as to the Index Disputed Matter by the Index Determination Deadline, the Index Sponsor’s original calculation or determination in respect of the Index Disputed Matter shall control. In the event that two (2) or three (3) Substitute Dealers provide a response as to the Index Disputed Matter by the Index Determination Deadline:

(i)

if those responses are susceptible to the determination of an arithmetic mean, the arithmetic mean of such responses shall be binding in respect of the Index Disputed Matter, absent manifest error; or

(ii)

if those responses are not susceptible to the determination of an arithmetic mean, then: (1) if the majority of the responding Substitute Dealers provided the same response, such response shall be binding in respect of the Index Disputed Matter, absent manifest error; or (B) if the majority of the Substitute Dealers did not provide the same response, the responding Substitute Dealers will jointly appoint a fourth (4 ^th ) Substitute Dealer (the “ Resolver ”), and the Resolver will select within two (2) Local Business Days from the responses originally provided by the responding Substitute Dealers, with the selected response being binding on in respect of the Index Disputed

Matter, absent manifest error. By way of example and without limiting the phrase, the following are not susceptible to the determination of an arithmetic mean: (x) responses as to whether or not an event has occurred and (y) responses in which different terms of the Transaction are proposed to be adjusted.

The Parties shall pay any costs of the Substitute Dealers equally. Notwithstanding any other provision in this Agreement, the relevant Party shall make payment or delivery of all undisputed amounts in accordance with the terms of this Agreement. All payments or deliveries with respect to disputed amounts resolved in accordance with the foregoing shall be made as promptly as practicable after such dispute is resolved, but in no event later than 10:00 a.m. (New York time) on the first (1 ^st ) Local Business Day following the date on which the dispute is resolved. For purposes of any payment or delivery made in accordance with the preceding sentence, Section 5(a)(i) of this Agreement shall be amended by deleting “if such failure is not remedied on or before the third (3 ^rd ) Local Business Day after notice of such failure is given to the party”.

(d)	*Aggregate Delivery Amount* . On each Pricing Day, an aggregate delivery amount (the “ Aggregate Delivery Amount ”) shall be calculated in respect of all Transactions, being the sum of:

(i)

the Daily Delivery Amount; and

(ii)

the amount (if any) of the Aggregate Delivery Amount carried forward from the preceding Pricing Day and comprising any amount not delivered as a result of such preceding Pricing Day not being a DDA Delivery Date; and

[(iii)

the True-Up Amount (if any)]

For the avoidance of doubt, each of the carried forward Aggregate Delivery Amount, True-Up Amount and the Daily Delivery Amount may be positive or negative. Party A shall include the relevant Aggregate Delivery Amount on each Adjustment Notice.

(e)

Delivery Amount Payer and Delivery Amount Receiver. Subject to the terms of the Master Confirmation, this Agreement and the following provisions of this Part 8(d), where the Aggregate Delivery Amount (calculated in accordance with Part 8(c) above) in respect of a particular Transaction and DDA Delivery Date is:

(i)

a positive amount, such amount in Bullion shall be due from Party A to Party B on the DDA Delivery Date; or

(ii)

a negative amount, the absolute value in Bullion shall be due from Party B to Party A on the DDA Delivery Date,

the Party from whom such Aggregate Delivery Amount is due being the “ Delivery Amount Payer ” and the Party to whom such Aggregate Delivery Amount is due being the “ Delivery Amount Receiver ”.

(f)	*Delivery of Aggregate Delivery Amount.* On each DDA Delivery Date the Delivery Amount Payer shall Deliver or procure Delivery of the Aggregate Delivery Amount then outstanding to the Delivery Amount Receiver (calculated to three (3) decimal places).

(g)

Final Delivery Amount. On and following the occurrence of an Early Termination Date, any Aggregate Delivery Amount then outstanding and undelivered on and including such Early Termination Date and attributable to the relevant Terminated Transaction or group of Terminated Transactions, as the case may be, on such date the (“ Final Delivery Amount ”) shall continue to be Delivered on each successive DDA Delivery Date until no further Aggregate Delivery Amount remains outstanding. On and from the occurrence of an Early Termination Date in respect of all (but not some only) Transactions, unless the Parties otherwise agree, no further Transactions shall be entered into under this Agreement.

(h)

Delivery Free of Encumbrances etc. Any Bullion Delivered under this Agreement shall be of all rights, title and interest in the Bullion such that the Bullion vests in the relevant transferee free and clear of any Encumbrance or any other interest of the relevant transferor or of any third person. For these purposes “deliver”, “redeliver” and any derivations thereof, shall be construed accordingly. Nothing in this

Agreement is intended to create or does create in favor of either Party any Encumbrance or any other interest in any unallocated or allocated Bullion transferred by one Party to the other Party under the terms of this Agreement.

(i)

General Delivery and Payment Provisions . Unless otherwise agreed all amounts of Bullion shall be Delivered by or on behalf of either Party into the account(s) specified by the Parties under this Agreement or where relevant the Unallocated Bullion Account Agreement in respect of such Delivery.

Without prejudice to the provisions of this Agreement, all Bullion deliverable under this Agreement shall be Delivered without set-off or counterclaim (other than any set-off expressly contemplated by this Agreement).

Any obligation which is required to be settled by payment or Delivery on any Business Day under this Agreement but which is not discharged on that Business Day shall accrue interest at the Funding Rate from and including that Business Day, and shall cease to accrue interest on the date on which such obligation is discharged in accordance with this Agreement. In the case of an obligation to pay monies, interest will accrue on the amount which is due and payable but unpaid and in the case of an obligation to Deliver Bullion interest will accrue on the USD value of such Bullion determined according to the Bullion/U.S. Dollar Exchange Rate at the relevant time. Provided that, any such interest which has accrued in accordance with this paragraph shall be payable in Bullion.

(j)	*True-up Amount* .

Party A shall calculate the True-up Amount on each New York Business Day and inform Party B of such calculation as part of the Aggregate Delivery Amount in accordance with Part 8(d).

EXHIBIT I

DODD-FRANK COUNTERPARTY NOTIFICATION

Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“ Dodd-Frank ”) introduced wide-ranging measures designed to introduce transparency and accountability to the swaps markets. Many of these measures are in effect at this time and additional measures may come into effect in the future. While many of these measures, such as swap data reporting and recordkeeping, clearing and mandatory trading, have broad applicability, a significant number of rules impose new requirements on the newly created registrant categories of swap dealers and major swap participants that must register with the Commodity Futures Trading Commission (“ CFTC ”). These measures, including the external business conduct standards rule, ¹ require swap dealers to provide notifications to you as the swap counterparty. The purpose of this counterparty notification (“ Counterparty Notification ”) is to provide you with the required notifications to enable us to offer and engage in “Swaps” ² activity with you (as defined in the Commodity Exchange Act (“ CEA ”) and the relevant rules of the CFTC). To the extent that you are acting as agent on behalf of any clients, investors, funds, accounts and/or other principals (“ Counterparties ”) that have one or more swap transactions or swap master agreements outstanding with any of the entities listed at the end of this notification, this Counterparty Notification is being provided to these Counterparties by delivery to you on their behalf.

This Counterparty Notification is a necessary step toward Dodd-Frank compliance. To meet additional Dodd-Frank requirements, we may in the future provide you with additional notifications or request certain representations, consents or information from you. Certain Dodd-Frank requirements may be addressed by adherence to industry-wide protocols, such as the ISDA August 2012 DF Protocol published by the International Swaps and Derivatives Association, Inc. (“ ISDA ”) and subsequent ISDA protocols. We strongly urge you to adhere to all available ISDA protocols, if you have not yet done so, as these protocols will be the most efficient way to ensure Dodd-Frank compliance and will result in the least disruption to our swap trading relationship. We will continue to provide you with additional Counterparty Notifications as further regulatory measures are finalized and become effective.

We kindly request that you carefully review this Counterparty Notification.

NOTIFICATIONS TO ALL COUNTERPARTIES

Manner of Party Communications; Disclosures including Risks, Characteristics and Economic Terms; Daily Marks. In order to effectively execute Swaps with you in a manner consistent with our responsibilities as a swap dealer, we intend to communicate any required notifications, disclosures and other information, including standardized notifications and disclosures applicable to multiple Swaps, through any of the following means:

(a)

via mail, email or fax; or

(b)

by posting on a web page at, or accessible through (i) for disclosures, including material risks, characteristics, and material economic terms, https://vtm.bankofamerica.com/vtm/Home.do; or (ii) for daily marks, https://vtm.bankofamerica.com/vtm/Home.do (together with logon credentials communicated to you via the means specified in (a) above, as well as any agreement to access or use the informational or other services of such website, if access is restricted) ; provided that:

(i)

communications with respect to price, pre-trade mid-market marks, basic material economic terms and other material characteristics of a Swap may be communicated by personal communications (whether in person, by telephone or through electronic communication networks or systems) or pursuant to the means specified in (a) or (b) above, provided further that any oral disclosures are confirmed by us in writing;

¹	Business Conduct Standards for Swap Dealers and Major Swap Participants with Counterparties, 77 Fed. Reg. 9734 (Feb. 17, 2012).

²	As used in this Counterparty Notification, “Swap” also means any material amendment, mutual unwind or novation of an existing Swap, as well as any guarantee of a swap.

(ii)

we may post your daily marks to our website without providing you with separate notices of each posting; and

(iii)

disclosures provided pursuant to the means specified in (b) above will apply to any Swap we may execute with you unless we notify you otherwise pursuant to the means specified in (a) above.

For more information on accessing daily marks and other disclosures, or to obtain the relevant login information, please contact Client Valuations at:

us_otc_client_valuation@bankofamerica.com or 1.980.388.3058

Telephone Recording. CFTC regulations require us to record and retain telephone conversations of our trading, marketing, operations and other relevant personnel in connection with any Swap or proposed Swap. We hereby notify you that we will record, and retain copies of, such conversations, with or without the use of a warning tone or similar warning, in connection with any Swap or proposed Swap. We may ask you to provide consent of your personnel should such consent be required by applicable law.

We appreciate your attention to this matter, and we look forward to continuing our relationship with your firm.

APPENDIX I

Form of Master Confirmation

MASTER CONFIRMATION


Date:		[●]

To:		WORLD CURRENCY GOLD TRUST (the “ TRUST ”), a Delaware statutory trust, acting in respect of LONG DOLLAR GOLD TRUST (the “ FUND ”) (being “ Party B ”)

Email:		[●]

From:		MERRILL LYNCH INTERNATIONAL, a company organized under the laws of England and Wales (being “ Party A ”)

Email:		[●]@baml.com

Re:		Master Confirmation of Transaction

MLI Reference:		[●]

The purpose of this letter (this “ Master Confirmation ”) is to confirm the terms and conditions of the Transaction entered into between Party A and Party B on the Trade Date specified below (the “ Transaction ”). This Master Confirmation supplements, forms part of and is subject to, the ISDA Master Agreement dated as of [●], 2016, as amended and supplemented from time to time (the “ Agreement ”), between Merrill Lynch International (“ Party A ”) and Long Dollar Gold Trust, a series of World Currency Gold Trust (“ Party B ”). All provisions contained in the Agreement govern this Master Confirmation except as expressly modified below.

The definitions and provisions contained in the 2006 ISDA Definitions (the “ 2006 Definitions ”) and the 2005 ISDA Commodity Definitions, including the Sub-Annexes thereto, all as amended, supplemented, updated, and restated from time to time (the “ Commodity Definitions ”) (as published by the International Swaps and Derivatives Association, Inc.) (“ ISDA ”) (collectively, the “ Definitions ”) are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and the terms of this Confirmation, this Confirmation will prevail.

This Confirmation evidences a complete and binding agreement between MLI and Counterparty as to the terms of the Transaction to which this Confirmation relates. Unless expressly defined in this Confirmation, defined terms herein shall have the same definition as set out in the ISDA.

[Maximum Delivery Amounts:

(a)

Daily Maximum Bullion Delivery Value . This Master Confirmation shall provide for Transactions on any one Pricing Day up to but not exceeding the Daily Maximum Bullion Delivery Value. In the event that the Aggregate Delivery Amount on any one Pricing Day exceeds the Daily Maximum Bullion Delivery Value; then Party A shall be entitled to refuse to accept to enter into any further Transactions hereunder in respect of that Pricing Day.

(b)

Aggregate Maximum Bullion Delivery Value . This Master Confirmation shall provide for Transactions up to but not exceeding the Aggregate Maximum Bullion Delivery Value. In the event that the cumulative Aggregate Delivery Amount for all Transactions entered into under this Master Confirmation exceeds the Aggregate Maximum Bullion Delivery Value; Party A shall be entitled to refuse to accept to enter into any further Transactions hereunder.

Where:

“ Daily Maximum Bullion Delivery Value ” means [USD 250,000,000 (two-hundred-fifty-million)], where the Aggregate Delivery Amount in respect of Transactions on any one Pricing Day shall have been converted into a USD value using the Bullion/U.S. Dollar Exchange Rate on the relevant Pricing Day; and

“ Aggregate Maximum Bullion Delivery Value ” means [USD 5,000,000,000 (five billion)], where the cumulative Aggregate Delivery Amount in respect of all Transactions entered into under this Master Confirmation shall have been converted into a USD value using the Bullion/U.S. Dollar Exchange Rate on the relevant Pricing Day.

For the avoidance of doubt, each of the above limits shall operate severally and not jointly. And provided that , in the event the these provisions shall apply, the Parties shall enter into discussions with a view to agreeing between them the terms of a new Master Confirmation and a new Daily Maximum Bullion Delivery Value and Aggregate Maximum Bullion Delivery Value which shall apply to that Master Confirmation.]

Term of this Master Confirmation . This Master Confirmation shall continue in effect for a period of [two] years (the “ Term ”) from the date of the Agreement (the “ Confirmation Expiration Date ”). Either Party shall be entitled, at least [six (6) calendar month’s] prior to the Confirmation Expiration Date, to serve upon the other Party a notice in writing (“ Confirmation Extension Notice ”) requesting that the Term be extended.

In the event that neither Party serves upon the other an Confirmation Extension Notice, this Master Confirmation shall cease to be in effect as and from the Confirmation Expiration Date and no further Transactions shall be entered into hereunder. In the event that either Party has served upon the other a Confirmation Extension Notice, then this Master Confirmation shall continue in effect for an additional [two] years (the “ Confirmation Extension Period ”) on substantially the same terms, but including any such additional terms as the Parties may between them agree, acting reasonably, during the period between date on which the Confirmation Extension Notice is given until the Confirmation Expiration Date; provided that if the Parties cannot agree any such additional terms during that period, this Master Confirmation shall automatically continue to apply, on the same terms, as between the Parties from the Confirmation Expiration Date until such time as the Parties reach agreement on any such additional terms. These same provisions shall apply to the first such Confirmation Extension Period and to any subsequent Confirmation Extension Period, and so on and so forth.


*Commercial Terms*

*General:*

Trade Date:

Commodity:		Gold Bullion (as defined in the Commodity Definitions)

Effective Date:		Trade Date

Termination Date:		In respect of each Transaction, the DDA Delivery Date or final delivery in respect of such Transaction, if later.

Delivery Dates:		Each DDA Delivery Date for Bullion applicable to the Transaction and, only to the extent necessary to discharge any Final Delivery Amount attributable to the relevant Transaction, each such DDA Delivery Date following an Early Termination Date.

Term:		In respect of each Transaction, the period commencing on the Effective Date and ending on the Termination Date.

Business Day:		[London, New York]

Calculation Agent:		As per the Agreement. Whenever the Calculation Agent is required to act, it will do so in good faith and in a commercially reasonable manner and its determination and calculations shall be binding in the absence of manifest error.

Price Source:		The Index Sponsor (or its successor).

Pricing Day:		As per the Agreement.

Initial Price:		Not Applicable

*Delivery Amount Details:*

Daily Delivery Amount:		Calculated pursuant to Appendix II of the Agreement and set forth on the Adjustment Notice for the relevant Transaction.

Aggregate Delivery Amount:		As per the Adjustment Notice for the relevant Transaction.

True-Up Amount:		As per the Adjustment Notice for the relevant Transaction.

Delivery Amount Payer:		As per the Adjustment Notice for the relevant Transaction.

Delivery Amount Receiver:		As per the Adjustment Notice for the relevant Transaction.

Delivery Account Details:		As per the Adjustment Notice for the relevant Transaction.

*Swap Fee Details:*

Swap Fee Amount Payer:		Party B


Swap Fee Amount:		The Swap Fee Amount shall be reflected in the Daily Delivery Amount set forth in the Adjustment Notice for the relevant Transaction and for purposes of Appendix II to the Agreement, the Swap Spread used in the formulae contained therein shall be [●].

*Provisions relating to Market Disruption:*

Market Disruption Events:		For the purposes of this Master Confirmation and any Transaction, the “Market Disruption Events” specified for the purposes of the provisions of Section 7.4 of the Commodity Definitions shall not apply, and shall be replaced with the following “Market Disruption Events” as set out below:

		(i) Price Source Disruption; (ii) Hedging Disruption/Change in Law; and (iii) Bullion Settlement Disruption. For the avoidance of doubt, no “Additional Market Disruption Events” shall apply.

		The following definitions shall apply for the purposes of the “Market Disruption Events” set out above:

		“ Price Source Disruption ” means in respect of any Pricing Day and the Index, either: (i) the Index is not published and available on the relevant display page of the Bloomberg or Reuters Monitor Money Rates service, or any successor at 5:00 p.m. London time on such Pricing Day; or (ii) the Calculation Agent determines that the level of the Index displayed on the relevant display page of the Bloomberg or Reuters Monitor Money Rates service, or any successor, on such Pricing Day is manifestly incorrect.

		“ Hedging Disruption/Change in Law ” means that, in relation to a Transaction: (i) (A) due to the adoption, enactment, ratification or promulgation of or any change in any applicable law or regulation (including, without limitation, any tax law), or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority of any applicable law or regulation (including any action taken by a taxing authority), Party A determines acting in good faith and in a commercially reasonable manner that it has become impossible or impracticable for Party A to hold; acquire or dispose of any Hedge Position relating to such Transaction; or (ii) Party A determines acting in good faith and in a commercially reasonable manner that it is unable, after using commercially reasonable efforts, to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any Hedge Position relating to such Transaction, or (B) realize, recover or remit the proceeds of any such transaction(s) or Hedge Position (and for this purpose Party A and Party B acknowledge and agree that a Hedging Disruption/Change in Law will occur under this sub-paragraph (ii) if Party A determines in good faith and in a commercially reasonable manner that it is unable, after using commercially reasonable efforts, to do either or both of (A) and (B) above in New York notwithstanding that Party A may be able to do so in another location or jurisdiction); or (iii) For any reason or cause whatsoever: (a) Party A will incur a materially increased cost in performing its obligations under such Transaction (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position) in any jurisdiction in which Party A chooses to perform its obligations under such Transaction which must also be one or more of the following jurisdictions: United States of America, United Kingdom, Japan, Hong Kong and any other jurisdiction which is the issuer of a Currency used in the Index, or any other jurisdiction notified by Party A to Party B from time to time in connection with which Party B has provided its consent (such consent not to be unreasonably withheld or delayed); (b) Party A has notified Party B or Party B’s agent by e-mail or fax (and in the case of notification to Party B’s agent only, confirmed by telephone) within one Local Business Day of a Party A Relevant Person becoming aware of such materially increased cost of (i) such materially increased cost, (ii) the date from which such materially increased cost would become applicable, and (iii) the revised terms of the relevant Transaction which would compensate Party A for such materially increased cost (as determined by Party A in a commercially reasonable manner); and (c) Party B does not agree to such revised terms or fails to respond to Party A in connection with such revised terms by the Notification Time. For the purposes of this sub-clause (c), “ Notification Time ” means six hours following the time of receipt of


		notification by Party B or Party B’s agent, as applicable, in accordance with (b) above or, if later, 10:00 a.m. (London time) on the Local Business Day falling immediately prior to the date specified in the notification referred to in (b) (ii) above as the date from which the materially increased cost set out therein will become applicable; provided that, if the date on which the notification referred to in (b) above is received by Party A falls on or after the Local Business Day falling immediately prior to the date set out in that notification as the date from which the materially increased cost will become applicable, the Notification Time shall be 60 minutes following the time of receipt of notification by Party B or Party B’s agent, as applicable, in accordance with (b) above or, if later, 2:30 pm (London time) on that day. If a Hedging Disruption/Change in Law does not occur on account of Party B agreeing to the revised terms of the relevant Transaction as notified in accordance with (b) above but Party B subsequently gives written notice that it no longer wishes to continue that Transaction on such revised terms to Party A prior to 10:00 a.m. (London time) on a Local Business Day _; then a Hedging Disruption/Change in Law will occur on that Local Business Day. For this purpose: “ Hedge Positions ” means any purchase, sale, entry into or maintenance of one or more (i) foreign exchange positions or contracts or (ii) Bullion positions; or (iii) any other instruments or arrangements (howsoever described), in each case by Party A in order to hedge, individually (in whole or in part) or on a portfolio basis, the Transaction. Without limitation to the generality of the foregoing , it is acknowledged and agreed that Party A may enter into Hedge Positions traded in locations outside its jurisdiction of incorporation (including, without limitation, New York) and/or through affiliates located outside Party A’s jurisdiction of incorporation (including, without limitation, New York). Inability to enter into such Hedge Positions may result in a Hedging Disruption/Change in Law occurring; and “ Party A Relevant Person ” means an employee of Party A with the position of Vice-President, Executive Director or Managing Director (or other substantively equivalent title) of Party A and who is directly involved in or has responsibility for the trading or administration of Transactions at the time that such employee becomes aware of the relevant increased cost.

		“ Bullion Settlement Disruption ” means, in respect of the Index and a Transaction, that: (i) an Aggregate Delivery Amount relevant to such Transaction is not deliverable on the day which would have been the DDA Delivery Date applicable to that Aggregate Delivery Amount on account of such day being a Bullion Settlement Disruption Day the (“ Scheduled Delivery Date ”); and (ii) each of the four immediately following Bullion Business Days is also a Bullion Settlement Disruption Day in respect of the applicable Bullion. The date of the occurrence of a Bullion Settlement Disruption shall be such fourth Bullion Business Day immediately following the Scheduled Delivery Date. A “ Bullion Business Day ” for this purpose shall be a Business Day on which the market operated by the Market Association for Bullion is open for the transaction of business.

Disruption Fallbacks:		For the purposes of this Master Confirmation and any Transaction, the “Disruption Fallbacks” specified for the purposes of the provisions of Section 7.5 of the Commodity Definitions shall not apply, and shall be replaced with the following “Disruption Fallbacks” as set out below: (i) For the purposes of a “Price Source Disruption”, the “Disruption Fallback” shall be “Fallback Reference Price”. (ii) For the purposes of a “Hedging/Change in Law Disruption”, the “Disruption Fallback” shall be “Hedging Disruption/Change in Law Termination”. (iii) For the purposes of a “Bullion Settlement Disruption”, the “Disruption Fallback” shall be “Cancellation and Payment”.

		The following definitions shall apply for the purposes of the “Disruption Fallbacks” set out above:

		“ Fallback Reference Price ” means, in relation to a Price Source Disruption and a Pricing Day, that the Calculation Agent will determine the “Closing Level” (being the closing level of the Index determined in accordance with the Index Rules in respect of such Pricing Day) as: (a) the Closing Level of the Index as displayed on the relevant display page of the Reuters Monitor Money Rates Service, or any successor at 5:00 p.m. London time on the relevant Pricing Day; or (b) if such Closing Level is not so displayed at such time or the Calculation Agent determines that the level of the Index as so displayed is manifestly incorrect the Closing Level of the Index in respect of such Pricing Day as may be notified to the Calculation Agent at its request by the


		Index Provider on and in respect of such Pricing Day. In the event that the Index cannot be determined pursuant to the preceding sentence and if a Price Source Disruption continues for a period of five (5) consecutive Pricing Days: (a) the Transaction will terminate on such fifth (5 ^th ) Pricing Day with immediate effect; (b) any Aggregate Delivery Amount then outstanding and undelivered on and including such Pricing Day and attributable to the relevant Terminated Transaction on such date shall continue to be Delivered on each successive DDA Delivery Date until no further Aggregate Delivery Amount remains outstanding, in accordance with Part 8 of the Agreement as a Final Delivery Amount; and (c) subject to the fulfilment of the Delivery of such Final Delivery Amount as per (b) above, each Party shall be discharged from all further obligations in respect of any Delivery or otherwise in respect of that Transaction.

		“ Hedging Disruption/Change in Law Termination ” means, in respect of a Transaction which is subject to Hedging Disruption/Change in Law: (a) the Aggregate Delivery Amount determined in respect of the Pricing Day on which Party A notifies Party B of the occurrence or existence of such Hedging Disruption/Change in Law shall be deemed to be the Final Delivery Amount in accordance with Part 8 of the Agreement in respect of the Transaction so affected; (b) the Transaction shall terminate on such Pricing Day; and (c) subject to the fulfilment of the Delivery of such Final Delivery Amount as per (b) above, each Party shall be discharged from all further obligations in respect of any Delivery or otherwise in respect of that Transaction.

		“ Cancellation and Payment ” If a Bullion Settlement Disruption occurs with respect to a Transaction then an Additional Termination Event will be deemed to occur without any notice or further action being required. That Transaction shall be the sole Affected Transaction, the Early Termination Date shall be the date of the occurrence of the Bullion Settlement Disruption and the Party which (in the absence of the Bullion Settlement Disruption) would have been required to make the relevant Delivery shall be the sole Affected Party. For the avoidance of doubt, the Early Termination Amount in respect of the aforementioned Additional Termination Event shall be payable in Bullion at such time as Bullion can be delivered.

*Notice Provisions relating to Market Disruption:*

Notifications:		For the purposes of this Master Confirmation and any Transaction, any notice provisions for the purposes of Section 7.4 and Section 7.5 of the Commodity Definitions shall, to the extent that they are inconsistent herewith, not apply, and shall be replaced with the following. Party A shall notify Party B in writing, in the manner provided for in this Agreement of: (i) the occurrence or anticipated occurrence of a Disruption Event in respect of the Index; (ii) the cessation of that Disruption Event; and (iii) the termination of any Transaction as a result of such Disruption Event, in each case promptly upon becoming aware of the same.

*Additional Provisions:*

Business Day Convention:		[Following]

Bullion Business Day Convention:		[Following]

Offices:		The Office of the Party A is: [●] The Office of the Party B is: [●]

Representations:		As per the Agreement.

Contracts (Rights of Third Parties) Act 1999:		The Parties to this Transaction do not intend any of its terms to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person other than the Parties themselves and, after any proper assignment, by such permitted assignees.

Recording of Conversations:		Each Party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the Parties to this Transaction, whether by one or the other or both of the Parties or their agents.

Counterparts:		This Confirmation may be executed in one or more counterparts (including by facsimile), each of which when executed and delivered shall be deemed to be an original instrument and all of which when taken together shall constitute one and the same agreement.

This Confirmation supersedes and replaces any other deal acknowledgment or confirmation (including any electronic or phone confirmation), if any, sent in connection with this Transaction on or prior to the date hereof, and any amendments, replacements or supplements to any electronic confirmation sent in connection with this Transaction after the date hereof. Please acknowledge your acceptance or request for amendment to this Confirmation [as soon as possible (but in any event within [one day]) by email, fax or phone].


MERRILL LYNCH INTERNATIONAL				WORLD CURRENCY GOLD TRUST, acting in respect of LONG DOLLAR GOLD TRUST



Name:				Name:

Title:				Title:

APPENDIX II

Swap Formulae

1.	Notional Settled

The Notional Settled on Business Day t-1 shall be an amount in ounces of Bullion calculated in accordance with the following formula (rounded to 5 decimal places with 0.000005 being rounded up):

LOGO

t-1 in respect of particular Business Day t, refers to the immediately preceding Business Day;

NS _t-1 is the Aggregate Metal Entitlement Settled on Business Day t-1;

SES _t-1 is the number of Shares settled on Business Day t-1 less the number of Shares for which a Redemption Order has been received prior to Pricing Day t-1;

EME _t-1 is the Estimated Metal Entitlement for Business Day t-1;

2.	Notional Unsettled

The Notional Unsettled on Business Day d is an amount in ounces of Bullion calculated in accordance with the following formula (rounded to 5 decimal places with 0.000005 being rounded up):

LOGO

NU _d is the aggregate Notional Unsettled on Business Day d for which a Creation Order was received on day T and for which Business Day t is the Settlement Date;

SEU _d is the number of Shares on Business Day d for which a Creation Notice was received on Business Day T, and for which day t is the Settlement Date;

EME _d is the Estimated Metal Entitlement for Business Day d;

3.	Estimated Metal Entitlement

The Estimated Metal Entitlement on Business Day t-1 is an estimated quantity in ounces of Bullion per Share calculated in accordance with the following formula rounded to 5 decimal places with 0.000005 being rounded up):

Where:

LOGO


ME _t-2		is the Metal Entitlement for Business Day t-2 as published by the Administrator on that day;

D		number of calendar days between t-1 and t-2;

TER		is the annual Total Expense Ratio as defined in the latest prospectus;

SS		Swap spread as agreed in the ISDA

IM _t-1		refers to the index published in ounce terms on Business Day t-1.

n		number of calendar days in which day t falls

4.	Daily Marked-To-Market

The Daily Marked-To-Market is an amount in ounces of Bullion determined using the following formulae (rounded to 5 decimal places with 0.000005 being rounded up):

LOGO

t refers to the applicable Business Day;

t-1 in respect of particular Business Day t, refers to the immediately preceding Business Day;

MtM _t is the Daily Marked-To-Market on Business Day t;

TNS _t-1 is the total of number of Shares settled and unsettled on Business Day t-1 less the number of Shares for which a Redemption Order has been received prior to Pricing Day t-1;

EME _t-1 is the Estimated Metal Entitlement for Business Day t-1;

IM _t refers to the index published in ounce terms on Business Day t

SS Swap spread as agreed in the ISDA

D number of calendar days between t-1 and t-2

n number of calendar days in which day t falls

For the avoidance of doubt, on any day that is not an Index Business Day, the Daily Marked-to-Market will only be the Swap Spread.

5.	Daily Delivery Amount

The Daily Delivery Amount is an amount in ounces of Bullion determined using the following formulae (rounded to 5 decimal places with 0.000005 being rounded up):

LOGO

t refers to the applicable Business Day;

t-1 in respect of particular Business Day t, refers to the immediately preceding Business Day;

NS _t-1 refers to Notional Settled on Business Day t-1

T refers to a Business Day upon which a Creation Order is received;

d represents each Business Day from and including T until but not including t;

NU _d is the aggregate Notional Unsettled on Business Day d for which a Creation Order was received on day T and which for which Business Day t is the Settlement Date

IM _t refers to the index published in ounce terms on Business Day t.

SS Swap spread

D number of calendar days between t-1 and t-2

n number of calendar days in which day t falls

The DDA _t is settled on T+2 by 12:00pm EST

[5.

True-Up Amount

When the Fund receives orders for Shares prior to a day that is a New York Business Day and a London Business Day (each as defined in the Index Rules), but which is not a Gold Business Day or an FX Basket Business Day (each as defined in the Index Rules), orders for Shares will be executed against the Index level published on the next Index Business Day (as defined in the Index Rules). The True-up Amount shall be calculated as follows:

LOGO

Where:


t		refers to the day that would be a New York Business Day and a London Business Day but would not be a Gold Business Day or an FX Basket Business Day following the day on which an order was received by the Fund;

T		refers to the first Index Business Day following t;

IT		refers to the Index level published on T;

It		refers to the Index level published on the Index Business Day immediately preceding t;

MEt		Metal Entitlement for t;

ADJSt		Adjustment per Share for the orders received on the New York Business Day immediately preceding t;

ADJOt		Adjustment per order for the orders received on the New York Business Day immediately prior to t.

NSOt		Number of Shares for orders received on the New York Business Day immediately prior to Business Day t.

APPENDIX III

FORM OF ADJUSTMENT NOTICE


Adjustment Notice

Date:		[●]

To:		[●]

From:		Merrill Lynch International (“MLI”); 2 King Edward Street; London, EC1A 1HQ; United Kingdom

Reference:		[●]

The purpose of this Adjustment Notice (this “ Confirmation ”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “ Transaction ”).

This Confirmation supplements, forms part of, and is subject to, the Master Confirmation dated as of [●], as amended and supplemented from time to time (the “ Master Confirmation ”), entered into between us.

All provisions contained in the Master Confirmation govern this Confirmation except as expressly modified below.


*General Terms:*

Trade Date:		[●]

Effective Date:		[●]

Delivery Date:		Being the DDA Delivery Date for the Bullion applicable to the relevant Transaction; provided that this shall include, but only to the extent necessary to discharge any Final Delivery Amount attributable to the relevant Transaction, each such DDA Delivery Date following an Early Termination Date.

Bullion Transaction Settlement Date:		[Trade Date + 2]

*Delivery Amounts:*

Daily Delivery Amount:		[●]

True-up Amount:		[●]

Aggregate Delivery Amount:		[●]

Delivery Amount Payer:		[●]

Delivery Amount Receiver:		[●]


MERRILL LYNCH INTERNATIONAL				WORLD CURRENCY GOLD TRUST, acting in respect of LONG DOLLAR GOLD TRUST



Name:				Name:

Title:				Title:

Exhibit 10.8

SPONSOR AGREEMENT

THIS SPONSOR AGREEMENT (the “Agreement”), dated as of July 25, 2016, is made by and between WGC USA Asset Management Company, LLC, a Delaware limited liability company (“Sponsor”), and the Global Currency Gold Trust, a statutory trust organized under the laws of Delaware (the “Trust”), both for itself and on behalf of each of its currently operating series set forth on Schedule A to this Agreement (each, a “Fund” and collectively, the “Funds”), as such Schedule may be amended from time to time.

1. The Trust and the Funds. Each of the Funds may be deemed commodity pools for purposes of the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”) and the applicable regulations of the Commodity Futures Trading Commission. Each of the Funds is sponsored by the Sponsor, a commodity pool operator registered under the Commodity Exchange Act. Neither the Trust nor any Fund is an investment company under the Investment Company Act of 1940 (the “Investment Company Act”) and neither is required to register thereunder. The Sponsor is not registered as an investment adviser under the Investment Advisers Act of 1940 and is not required to register thereunder.

2. Appointment. Pursuant to the terms of the Trust’s Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”), Sponsor was appointed to serve as sponsor for the Funds, with full powers and rights to effectuate and carry out the purposes, activities and objectives of the Trust and the Funds. Sponsor has accepted such appointment and hereby agrees to render such services to the Trust and the Funds on the terms and conditions set forth in this Agreement and the Declaration of Trust.

3. Duties. Sponsor will perform such duties for the Funds as set forth in Article IV of the Declaration of Trust in accordance with Sponsor’s best judgment and as outlined in each Fund’s then-current prospectus included as part of a registration statement filed with the U.S. Securities and Exchange Commission (“SEC”).

4. Execution of Trust Documents. Pursuant to the terms of the Declaration of Trust, the Sponsor is authorized to execute documents for and on behalf of the Trust. For the avoidance of doubt, when a specified officer of the Trust is required to execute a document, including but not limited to filings required to be made with regulatory authorities such as the Securities and Exchange Commission and the Commodity Futures Trading Commission, the following officers of the Sponsor (or persons performing similar functions) shall be authorized to execute the document in the capacities indicated below:


Specified Trust Officer		Sponsor Officer Authorized to Execute Trust Document in the Capacity of the Specified Trust Officer
Principal Executive Officer		Chief Executive Officer / President
Principal Financial Officer		Chief Financial Officer / Treasurer
Principal Accounting Officer		Chief Financial Officer / Treasurer
Comptroller		Chief Financial Officer / Treasurer

5. Reporting; Record Keeping. Sponsor will be available at reasonable times to discuss the activities of the Funds with the trustee of the Trust or its designee. Any written reports supplied by Sponsor to the Trust discussing the activities of the Funds are intended solely for the benefit of the Trust and the Funds, and the Trust agrees that it will not disseminate such reports to any other party (other than the Funds’ service providers) without the prior consent of Sponsor, except as may be required by applicable law. Sponsor shall make or cause to be made, and shall maintain or cause to be maintained, all records as are required to be made or maintained by it in its capacity as Sponsor and commodity pool operator of the Funds.

6. Other Accounts. The Trust understands and acknowledges that Sponsor may act as sponsor or commodity pool operator for various persons other than the Funds. The Trust, on behalf of the Funds, acknowledges that Sponsor may give advice and take action concerning other persons that may be the same as, similar to or different from the advice given, or the timing and nature of action taken, concerning the Funds. Except to the extent necessary to perform Sponsor’s obligations under this Agreement, nothing herein shall be deemed to limit or restrict the right of Sponsor, or any affiliate of Sponsor or any employee of Sponsor to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association.

7. Sponsor’s Compensation. Each Fund shall pay to Sponsor a fee as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by such Fund. No other compensation is paid to the Sponsor by the Funds. Sponsor’s compensation is paid in consideration of Sponsor’s (i) services under this Agreement and the Declaration of Trust and (ii) the payment by Sponsor of the Fund expenses described in paragraph 8 below.

8. Ordinary Fees and Expenses. Except for the fees and expenses payable to the Funds’ gold delivery provider, Sponsor shall be responsible for the payment of the ordinary fees and expenses of the Funds, including but not limited to the following: fees charged by the Funds’ administrator, custodian, index provider, marketing agent and trustee, NYSE Arca listing fees, typical maintenance and transaction fees of The Depository Trust Company, SEC registration fees, printing and mailing costs, audit fees and expenses, legal fees not in excess of $100,000 per annum and expenses and applicable license fees. Sponsor shall not be required to pay any extraordinary expenses not incurred in the ordinary course of the Funds’ business. Extraordinary expenses are fees and expenses which are unexpected or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the Funds. In addition, Sponsor shall not be required to pay any charges, fees, transaction or other costs in connection with any gold delivery agreement or ISDA agreement in connection with the delivery of gold to or from a Fund. Routine operational, administrative and other ordinary expenses are not deemed extraordinary expenses.

9. Liability and Indemnification. Sponsor will not be liable for losses to the Funds, and Sponsor shall be indemnified, to the extent provided in Section 4.05 of the Declaration of Trust.

10. Tax Filings. Except as described in any applicable filings with the SEC, Sponsor will not be responsible for making any tax credit or similar claim or any legal filing on the Trust’s or Funds’ behalf.

11. Governing Law/Disputes. This Agreement is entered into in accordance with and shall be governed by the laws of the State of Delaware; provided, however, that in the event that any law of the State of Delaware shall require that the laws of another state or jurisdiction be applied in any proceeding, such Delaware law shall be superseded by this paragraph, and the remaining laws of the State of Delaware shall nonetheless be applied in such proceeding. Each party agrees that in the event that any dispute arising from or relating to this Agreement becomes subject to any judicial proceeding, such party waives any right it may otherwise have to (a) seek punitive damages, or (b) request a jury trial.

12. Termination. This Agreement may be terminated (i) by Sponsor at any time upon 30 days’ prior written notice; or (ii) by either party upon discovery of acts of fraud or willful malfeasance of the other party in performing its duties hereunder. Any obligation or liability of either party resulting from actions or inactions occurring prior to termination shall not be affected by termination of this Agreement.

13. Assignment. This Agreement may be assigned by either party upon prior notice to the other party.

14. Notices. All notices and other communications under this Agreement shall be in writing and shall be addressed to the parties at their respective addresses.

Sponsor shall comply with, and be entitled to act on, any instructions reasonably believed to be from an authorized representative of the Trust. Sponsor and its employees and agents shall be fully protected from all liability in acting upon such instructions, without being required to determine the authenticity of the authorization or authority of the persons providing such instructions.

15. Severability. In the event any provision of this Agreement is adjudicated to be void, illegal, invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and each of such remaining terms and provisions shall be valid and enforceable to the fullest extent permitted by law, unless a party demonstrates by a preponderance of the evidence that the invalidated provision was an essential economic term of this Agreement.

16. Integration; Amendment. This Agreement together with any other written agreements between the parties entered into concurrently with this Agreement contain the entire agreement between the parties with respect to the transactions contemplated hereby and supersede all previous oral or written negotiations, commitments and understandings related thereto. This Agreement may not be amended or modified in any respect, nor may any provision

be waived, without the written agreement of both parties. No waiver by one party of any obligation of the other hereunder shall be considered a waiver of any other obligation of such party.

17. Further Assurances. Each party hereto shall execute and deliver such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

18. Headings. The headings of paragraphs herein are included solely for convenience and shall have no effect on the meaning of this Agreement.

19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


The Global Currency Gold Trust

By:		Delaware Trust Company, its Trustee



		By:		/s/ Alan R. Halpern



		Title:		Vice President



		Name:		Alan R. Halpern



WGC USA Asset Management Company, LLC

By:		/s/ Gregory S. Collett



Name:		Gregory S. Collett



Title:		Principal Executive Officer

Signature Page – Sponsor Agreement

SCHEDULE A

to the

SPONSOR AGREEMENT

Dated July 25, 2016 between

THE GLOBAL CURRENCY GOLD TRUST

and

WGC USA ASSET MANAGEMENT COMPANY, LLC

The Trust will pay to the Sponsor as compensation for the Sponsor’s services rendered to each Fund, a fee, computed daily at an annual rate based on the average daily net assets of each Fund in accordance with the following fee schedule:


Fund	Rate
Global Currency Gold Fund		0.33	%

A-1

Exhibit 10.9

LOGO

FORM OF CUSTODY AGREEMENT

AGREEMENT, dated as of , 20 by and between the World Currency Gold Trust (the “Trust”), a Delaware statutory trust organized in series, having its principal office and place of business at 685 Third Avenue, 27th Floor, New York, New York 10017, on behalf of each of its series (each, a “Fund” and collectively, the “Funds”) as listed on Schedule II hereto (as such Schedule may be amended from time to time) and The Bank of New York Mellon, a New York corporation authorized to do a banking business, having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

W I T N E S S E T H:

That for and in consideration of the mutual promises hereinafter set forth the Trust and Custodian agree as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words shall have the meanings set forth below:

1. “Authorized Person” shall mean each person, whether or not an officer or an employee of the Trust, duly authorized to execute this Agreement and to give Instructions on behalf of the Trust as set forth in Schedule I hereto and each Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto. From time to time the Trust may deliver a new Schedule I to add or delete any person and Custodian shall be entitled to rely on the last Schedule I hereto actually received by Custodian.

2. “Business Day” shall mean any day on which Custodian is open for business.

3. “Cash” shall mean U.S. dollars.

4. “Certificate” shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of the Trust by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

5. “Composite Currency Unit” shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.

6. “Custodian Affiliate” shall mean any office, branch or subsidiary of The Bank of New York Mellon Corporation.

7. “Depository” shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Trust from time to time, and (d) the respective successors and nominees of the foregoing.

8. “Instructions” shall mean communications actually received by Custodian by S.W.I.F.T., tested telex, letter, facsimile transmission, or other method or system specified by Custodian as available for use in connection with the services hereunder, from an Authorized Person.

9. “ Oral Instructions” shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.

10. “Sponsor” shall mean the designated sponsor of the Trust, currently WGC USA Asset Management Company, LLC.

11. “Transfer Agent” shall mean The Bank of New York Mellon, subject to a separate Transfer Agency and Service Agreement entered into between the parties, or any successor transfer agent identified to Custodian in a Certificate.

ARTICLE II

APPOINTMENT OF CUSTODIAN; ACCOUNTS;

REPRESENTATIONS, WARRANTIES, AND COVENANTS

1. (a) The Trust, on behalf of each Fund, hereby appoints Custodian as custodian of all cash at any time delivered to Custodian during the term of this Agreement. Custodian hereby accepts such appointment and agrees to establish and maintain one or more cash accounts for each Fund (each such account being separate and distinct with respect to each Fund). Custodian shall maintain books and records segregating the assets of each Fund from the assets of any other Fund. Such accounts (each, an “Account”; collectively, the “Accounts”) shall be in the name of the applicable Fund.

(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Trust and Custodian may agree upon (each a “Special Account”), and Custodian shall reflect therein such assets as the Trust may specify in a Certificate or Instructions.

(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as the Trust and Custodian shall agree, and Custodian shall transfer to such accounts such Cash as the Trust may specify in a Certificate or Instructions.

2. The Trust, on its own behalf and on behalf of each Fund, hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by the Trust, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

- 2 -

(b) This Agreement has been duly authorized, executed and delivered by the Trust, constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

(d) It will not use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Trust;

(e) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, shall, and shall cause each Authorized Person, to safeguard and treat with extreme care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, agrees that the security procedures (if any) to be followed in connection therewith provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions need not be reviewed by Custodian, may be presumed in good faith by Custodian to have been given by person(s) duly authorized, and may be acted upon as given;

(f) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and

(g) It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article IV hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as Custodian may require to assure such priority.

3. Custodian hereby represents and warrants, which representations and warranties shall be continuing, that:

- 3 -

(b) This Agreement has been duly authorized, executed and delivered by Custodian, constitutes a valid and legally binding obligation of Custodian, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c) It has, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators; and

(d) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted.

ARTICLE III

CUSTODY AND RELATED SERVICES

(b) (a) Subject to the terms hereof, the Trust, on behalf of each Fund, hereby authorizes Custodian to hold any cash received by it from time to time for the applicable Fund’s account. Custodian shall be entitled to utilize, subject to subsection (c) of this Section 1, Depositories to the extent possible in connection with its performance hereunder. Cash held in a Depository will be held subject to the rules, terms and conditions of such entity. Unless otherwise required by local law or practice, cash deposited with a Depositary will be held in a commingled account, in the name of Custodian, holding only cash held by Custodian as custodian for its customers. Custodian shall identify on its books and records the cash belonging to the applicable Fund, whether held directly or indirectly through Depositories. With respect to each Depository, Custodian (i) shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Trust, such reports as are available concerning the internal accounting controls and financial strength of Custodian.

2. Custodian shall furnish the Trust, on behalf of each Fund, with an advice of daily transactions as promptly as practicable in its ordinary course processing, after the close of Business on each Business Day and a monthly summary of all transfers to or from the Accounts as promptly as practicable in its ordinary course processing, following such month end. Custodian shall furnish such reports for such other time periods as the Trust may from time to time reasonably request.

3. With respect to all Cash held hereunder, Custodian shall, unless otherwise instructed to the contrary:

(a) Receive all income and other payments and advise the Trust as promptly as practicable of any such amounts due but not paid; and

(b) Endorse for collection checks, drafts or other negotiable instruments.

- 4 -

4. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.

5. The Trust, on behalf of each Fund, shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”), with respect to any cash held on behalf of a Fund or any transaction related thereto. The Trust, on behalf of each Fund, as applicable, shall indemnify Custodian for the amount of any Tax that Custodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Trust (including any payment of Tax required by reason of an earlier failure to withhold, except to the extent that any such failure to withhold any payment of Tax is the result of a failure of the Custodian to discharge its duties in accordance with its standard of care as set forth in Article VII below). Custodian shall, or shall instruct the applicable withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution. In the event that Custodian is required under applicable law to pay any Tax on behalf of a Fund, Custodian is hereby authorized to withdraw cash from any cash account for that particular Fund only, in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Trust, on behalf of such Fund, of the additional amount of cash (in the appropriate currency) required, and the Trust, on behalf of such Fund, shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that a Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Trust under any applicable law, Custodian shall, or shall instruct the applicable withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Trust, on behalf of each Fund, all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Trust, on behalf of a Fund, to Custodian hereunder. The Trust, on behalf of each Fund, hereby agrees to indemnify and hold harmless Custodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of the applicable Fund, its successors and assigns notwithstanding the termination of this Agreement.

- 5 -

6. (a) For the purpose of settling foreign exchange transactions, the Trust, on behalf of each Fund, shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Trust, on behalf of each Fund, with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Depositories. Such funds shall be in U.S. dollars or such other currency as the Trust, on behalf of the Fund, may specify to Custodian.

(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a Custodian Affiliate acting as principal or otherwise through customary banking channels. The Trust, on behalf of each Fund, may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to a Fund. Each Fund shall bear all risks of holding cash denominated in a foreign currency.

(c) To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor reasonably believed by Custodian to be reliable to provide such information. The Trust understands that certain pricing information with respect to complex financial instruments ( e.g. , derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide information for certain property, an Authorized Person may advise Custodian in a Certificate regarding the fair market value of, or provide other information with respect to, such property as determined by it in good faith. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder.

ARTICLE IV

OVERDRAFTS OR INDEBTEDNESS

1. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft (including, without limitation, any day-light overdraft) because the Cash held by Custodian in an Account for such Fund shall be insufficient because of a reversal of a conditional credit or the purchase of any currency, or if the Trust is for any other reason indebted to Custodian with respect to a Fund, such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Trust for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum ordinarily charged by Custodian to its institutional customers, as such rate may be adjusted from time to time. In addition, the Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest which is then in Custodian’s possession or control or in possession or control of any third party acting in Custodian’s behalf.

- 6 -

The Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Funds’ credit on Custodian’s books. For the avoidance of doubt, Custodian may not sell, transfer, lend or otherwise dispose of any assets of a Fund in which Custodian has a lien or security interest, except as permitted hereunder.

2. If the Trust borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Trust shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Trust on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the Trust’s prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Trust shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Trust fails to specify in a Certificate the Series, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities.

ARTICLE V

SALE AND REDEMPTION OF SHARES

1. Whenever the Trust shall sell any shares issued by the Trust (“Shares”) it shall deliver to Custodian a Certificate or Instructions, or cause the Trust’s Transfer Agent to provide instructions, specifying the amount of Cash, if any, to be received by Custodian in connection with the sale of such Shares and specifically allocated to an Account for such Fund. Upon receipt of such Cash, if any, Custodian shall credit the same to an Account in the name of the Fund for which such Cash, if any, is received.

2. Whenever the Trust desires Custodian to make a payment, if any, out of the Cash held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions, or cause the Trust’s Transfer Agent to provide instructions specifying the total amount of Cash, if any, to be paid for the redemption of such Shares. Custodian shall make any such payment and such delivery of Shares, as directed by a Certificate or Instructions or instructions of the Trust’s transfer agent, out of the Cash held in an Account of the appropriate Fund.

- 7 -

ARTICLE VI

PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1. Whenever the Trust shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Fund specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.

2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the Cash held for the account of such Fund the total amount payable to the dividend agent of the Trust specified therein.

ARTICLE VII

CONCERNING CUSTODIAN

1. (a) Custodian shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement. Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees (collectively, “Losses”), incurred by or asserted against the Trust, except those Losses arising out of Custodian’s own negligence, bad faith, willful misfeasance, or reckless disregard of its duties hereunder, or breach of any representation or warranty of Custodian contained in this Agreement. In no event shall the Custodian be liable to the Trust or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. The Custodian shall not be liable: ( i ) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; ( ii ) for acting in accordance with such Instructions without reviewing the same; ( iii ) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash market conditions which prevent the transfer of property or affect the value of property; (i v ) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; ( v ) for the insolvency of any Depository; or ( vi ) for any Losses arising from the occurrence of any event which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Trust, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies.

- 8 -

(b) Custodian may enter into subcontracts, agreements and understandings with any Custodian Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder, and Custodian shall be liable for the acts or omissions of any such Custodian Affiliate to the same extent as it is liable for such acts or omissions under this Agreement.

(c) Subject to the limitations set forth in Article VIII below, the Trust, on its own behalf and on behalf of each Fund, as applicable, agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian’s performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by a Fund; provided however, that the Trust, on its own behalf and on behalf of each Fund, as applicable, shall not indemnify Custodian for those Losses arising out of Custodian’s own negligence, bad faith, willful misfeasance, reckless disregard for its duties hereunder, or breach of any representation or warranty of Custodian contained in this Agreement. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. In no event shall the Trust be liable to the Custodian or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. All obligations of the Trust under this Agreement shall apply only on a Fund by Fund basis, and the assets of one Fund shall not be liable for the obligations of another Fund.

(d) [Custodian agrees to indemnify and hold harmless the Trust and each Fund, its officers, directors and employees and their respective successors and permitted assigns from and against any and all Losses caused by Custodian’s negligence, bad faith, willful misfeasance, reckless disregard for its duties hereunder, or breach of any representation or warranty of Custodian contained in this Agreement; provided, that the Trust and each Fund shall not be entitled to indemnification hereunder for costs, expenses, damages, liabilities or claims arising out of its negligence, bad faith, willful misfeasance, reckless disregard of its duties hereunder, or breach of any representation or warranty of the Trust contained in this Agreement.] This indemnity shall be a continuing obligation of Custodian, its successors and assigns, notwithstanding the termination of this Agreement.

(e) A party seeking indemnification hereunder (the “Indemnified Party”) shall (i) provide prompt notice to the other party of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and for settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party shall have the right at its own expense to participate in the defense of any Claim, but shall not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification shall not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

- 9 -

2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for:

(b) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;

(d) The legality of any borrowing by the Trust;

(e) The sufficiency or value of any amounts of Cash held in any Special Account in connection with transactions by the Trust; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Trust of any variation margin payment or similar payment which the Trust may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Trust is entitled to receive, or to notify the Trust of Custodian’s receipt or non-receipt of any such payment; or

(f) Whether any transactions by the Trust, whether or not involving Custodian, are such transactions as may properly be engaged in by the Trust.

Notwithstanding the foregoing, to the extent the Trust inquires into matters described in Section VII.2(a) or (b) above, Custodian shall provide reasonable assistance to the Trust in such inquiries at the Trust’s expense.

3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of the Trust’s counsel and shall be fully protected with respect to anything done or omitted by it provided that Custodian acts in good faith without negligence or willful misfeasance in carrying out such advice, and provided further that, any such action or omission by Custodian is consistent with Custodian’s rights and responsibilities under this Agreement.

4. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.

5. The Trust, on behalf of each Fund, shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian’s standard rates for such services as may be applicable. The Trust shall reimburse Custodian for all costs associated with the transfer of records kept in connection with this Agreement upon the Trust’s termination of this Agreement. The Trust shall also reimburse Custodian for out-of-pocket expenses which are a normal incident of the services provided hereunder.

- 10 -

6. Custodian has the right to debit any cash account for any amount payable by the Trust in connection with any and all obligations of the Trust to Custodian. In addition to the rights of Custodian under applicable law and other agreements, at any time when the Trust shall not have honored any of its obligations to Custodian, Custodian shall have the right without notice to the Trust to retain or set-off, against such obligations of the Trust, any cash Custodian or a Custodian Affiliate may directly or indirectly hold for the account of the Trust, and any obligations (whether matured or unmatured) that Custodian or a Custodian Affiliate may have to the Trust in any currency or Composite Currency Unit. Any such asset of, or obligation to, the Trust may be transferred to Custodian and any Custodian Affiliate in order to effect the above rights.

7. The Trust agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. The Trust agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Trust elects to transmit Instructions through an on-line communications system offered by Custodian, the Trust’s use thereof shall be subject to the Terms and Conditions attached as Appendix I hereto. If Custodian receives Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Trust understands and agrees that Custodian cannot determine the identity of the actual sender of such Instructions and that Custodian shall conclusively presume that such Written Instructions have been sent by an Authorized Person, and the Trust shall be responsible for ensuring that only Authorized Persons transmit such Instructions to Custodian. If the Trust elects (with Custodian’s prior consent) to transmit Instructions through an on-line communications service owned or operated by a third party, the Trust agrees that Custodian shall not be responsible or liable for the reliability or availability of any such service.

8. The books and records pertaining to the Trust which are in possession of Custodian shall be the property of the Trust. Such books and records shall be prepared and maintained as described in the Investment Company Act of 1940 and the rules thereunder, as if the Trust was subject to such rules. The Trust, or its authorized representatives, shall have access to such books and records during Custodian’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided by Custodian to the Trust or its authorized representative. Upon the reasonable request of the Trust, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.

9. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. The Custodian shall provide the Trust with any report obtained by the Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Trust may reasonably request from time to time.

10. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement, except as set forth in this Agreement.

- 11 -

ARTICLE VIII

LIMITATION OF LIABILITY

Custodian agrees that, pursuant to Section 3804(a) of the Delaware Statutory Trust Act, the liabilities of each Fund shall be limited such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing and relating to this Agreement with respect to a particular Fund shall be enforceable against the assets of that particular Fund only, and not against the assets of the Trust generally or the assets of any other Fund and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for, or otherwise existing and relating to this Agreement with respect to the Trust generally and any other Fund shall be enforceable against the assets of such particular Fund.

ARTICLE IX

TERMINATION

1. The term of this Agreement shall be one year commencing upon the date hereof and shall automatically renew for additional one-year terms unless either party provides written notice of termination at least ninety (90) days prior to the end of any one year term or, unless earlier terminated as provided in Section 3 of this Article IX. In the event such notice is given by the Trust, it shall be accompanied by a copy of a resolution of the Sponsor or certificate of the Trust designating a successor custodian or custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Trust shall, on or before the termination date, deliver to Custodian a copy of a resolution or certificate of the Trust designating a successor custodian or custodians. In the absence of such designation by the Trust, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Cash then owned by the Trust and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled.

2. If a successor custodian is not designated by the Trust or Custodian in accordance with the preceding Section, the Trust shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Cash then owned by the Trust be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement.

3. Notwithstanding Section 1 of this Article IX, either party hereto may terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any

- 12 -

of the following: (i) a party breaches any material provision of this Agreement, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 90 days of receipt of such notice; (ii) a party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party any such case or proceeding; (iii) a party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against the party any such case or proceeding; (iv) a party makes a general assignment for the benefit of creditors; or (v) a party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due. Either party hereto may exercise its termination right under this Section 3 of this Article IX at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right. In addition, the Trust may terminate this Agreement at any time upon ninety (90) days’ prior written notice in the event that the Sponsor determines to liquidate the Trust and terminate its registration with the Securities and Exchange Commission.

ARTICLE X

MISCELLANEOUS

1. The Trust agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons.

2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at One Wall Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Trust shall be sufficiently given if addressed to the Trust and received by it at its offices at 685 Third Avenue, 27th Floor, New York, New York 10017, United States of America, or at such other place as the Trust may from time to time designate in writing.

4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.

5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be

- 13 -

amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Trust and any amendment to Appendix I hereto need be signed only by Custodian. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Trust and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Trust hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Trust and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

7. The Trust hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain, verify and record information that allows Custodian to identify the Trust. Accordingly, prior to opening an Account hereunder Custodian will ask the Trust to provide certain information including, but not limited to, the Trust’s name, physical address, tax identification number and other information that will help Custodian to identify and verify the Trust’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. The Trust agrees that Custodian cannot open an Account hereunder unless and until Custodian verifies the Trust’s identity in accordance with its CIP.

8. The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Trust consents to the disclosure of and authorizes Custodian to disclose information regarding the Trust (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) Custodian may store the names and business contact information of the Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer. The Trust confirms that it is authorized to consent to the foregoing.

- 14 -

9. The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Trust consents to the disclosure of and authorizes Custodian to disclose information regarding the Trust (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) Custodian may store the names and business contact information of the Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer. The Trust confirms that it is authorized to consent to the foregoing.

10. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

- 15 -

IN WITNESS WHEREOF , the Trust and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the latest date set forth below.


WORLD CURRENCY GOLD TRUST, ON BEHALF OF EACH FUND LISTED ON SCHEDULE II

By:
Name:
Title:

Date:

THE BANK OF NEW YORK MELLON

By:

Title:

Date:

- 16 -

SCHEDULE I

CERTIFICATE OF AUTHORIZED PERSONS

(The Trust - Oral and Written Instructions)

The undersigned hereby certifies that he/she is the duly elected and acting of the World Currency Gold Trust (the “Trust”), and further certifies that the following officers or employees of the Trust have been duly authorized in conformity with the Trust’s Agreement and Declaration of Trust to deliver Certificates and Oral Instructions to The Bank of New York Mellon (“Custodian”) pursuant to the Custody Agreement between the Trust and Custodian dated , 20 and that the signatures appearing opposite their names are true and correct:



Name	Title	Signature


Name	Title	Signature


Name	Title	Signature


Name	Title	Signature


Name	Title	Signature


Name	Title	Signature


Name	Title	Signature

This certificate supersedes any certificate of Authorized Persons you may currently have on file.

SCHEDULE II

Funds

Long Dollar Gold Trust

APPENDIX I

ELECTRONIC SERVICES TERMS AND CONDITIONS

These Electronic Access Terms and Conditions (the “ Terms and Conditions ”) set forth the terms and conditions under which The Bank of New York Mellon Corporation and/or its subsidiaries or joint ventures (collectively, “ BNY Mellon ”) will provide the entities and its (their) affiliates listed on Schedule A (“ You ” and “ Your ”) with access to and use of BNY Mellon’s electronic information delivery site known as “BNY Mellon Connect” and/or other BNY Mellon-designated access portals (“ Electronic Access ”). Access to and use of Electronic Access by You is contingent upon and is in consideration for Your compliance with the terms and conditions set forth below. Electronic Access includes access to BNY Mellon web sites accessible via BNY Mellon Connect and/or other BNY Mellon-designated access portals (“ Sites ”), pursuant to which You are able to access products and services provided by BNY Mellon as well as data regarding Your accounts. You may amend Schedule A by delivering a revised version to BNY Mellon.

Any particular product or service accessed by You through Electronic Access may be subject to a separate written agreement between You and BNY Mellon with respect to such products and services (each a “ Services Agreement ”). In addition, terms and conditions and restrictions with respect to any particular product or service accessed through Electronic Access (such as privacy and internet security matters), together with any disclaimers related to the specific products or services, may be set forth on the Sites (hereinafter referred to as “ Terms of Use ”) and are applicable to such products and services. You agree to the Terms and Conditions. By any of Your Users accessing the Sites, and the products and services available through Electronic Access, You agree to any Terms of Use and acknowledge and accept any disclaimers and disclosures included on the Sites and the restrictions concerning the use of proprietary data provided by Information Providers (as defined below) that are posted on the Data Terms Web Site (as defined below). For the avoidance of doubt, the execution of these Terms and Conditions will not alter or amend or otherwise affect any Services Agreement whether such Services Agreement is executed prior to or after the execution of these Terms and Conditions.

1.	Access Administration :

To facilitate access to Electronic Access, You will furnish BNY Mellon with a written list of the names, and the extent of authority or level of access, of persons You are authorizing to access the Sites, products and services and to use the Electronic Access (“ Authorized Users ”) on a read-only basis. In addition, You may also designate Authorized Users who will have authority to enter transactions and provide instructions to BNY Mellon that cause a change in or have an impact on assets held by BNY Mellon for Your accounts (“ Authorized Transactional Users ”). Where appropriate, Authorized Users and Authorized Transactional Users are collectively referred to herein as “ Users .” If You wish to allow any third party (such as an investment manager, consultant or third party service provider) or any employee of a third party to have access to Your account information through Electronic Access and be included as a “User” under these Terms and Conditions, You may designate a third party or employee of a third party as an Authorized User or Authorized Transactional User under these Terms and Conditions and any such third party or employee of a third party so designated by You (and, if a third party is so designated, any employee of such third party designated by such third party) will be included within the definition of Authorized User, Authorized Transactional User, and User as appropriate.

Upon BNY Mellon’s approval of Users (which approval will not be unreasonably withheld), BNY Mellon will send You a user-id, temporary password and, where applicable, a security identification device for each User. You will be responsible for providing to Users the user-ids, temporary passwords and, where applicable, secure identification devices. You will ensure that any User receiving a secure identification device returns such device immediately following the termination of the User’s authorization to access the products and services for which the secure identification device was provided to such User. You are solely responsible for Users’ access to Electronic Access, and You and Users are solely responsible for the confidentiality of the user-ids and passwords and secure identification devices that are provided to them and will remain responsible for each secure identification device until it is returned to BNY Mellon. You, on behalf of You and Your affiliates, acknowledge and agree that, BNY Mellon will have no duty or obligation to verify or confirm the actual identity of the person who accessed Electronic Access using a validly issued user-id and password (and, where applicable, security identification device) or that the

person who accessed Electronic Access using such validly issued user-id and password (and, where applicable, security identification device) is, in fact, a User (whether an Authorized User or an Authorized Transactional User).

You shall not, and shall not permit any User or third party to, breach or attempt to breach any security measures used in connection with Electronic Access or Proprietary Software. Any attempt to circumvent or penetrate any application, network or other security measures used by BNY Mellon or its suppliers in connection with Electronic Access is strictly prohibited.

You are also solely responsible for ensuring that all Users comply with these Terms and Conditions and any Terms of Use included on the Sites, the Service Agreement for each product or services accessed through the Sites and their associated services and all applicable terms and conditions, restrictions on the use of such products and services and data obtained through the use of Electronic Access. BNY Mellon reserves the right to prohibit access or revoke the access of any User to Electronic Access whom BNY Mellon determines has violated or breached these terms and conditions or any Terms of Use on a Site accessed by the User, including the Data Terms Web Site (as defined below), or whose conduct BNY Mellon reasonably determines may constitute a criminal offense, violate any applicable local, state, national, or international law or constitute a security risk for BNY Mellon, a BNY Mellon’s third party supplier (“ BNY Mellon’s Supplier ”), BNY Mellon’s clients or any Users of Electronic Access. BNY Mellon may also terminate access to all Users following termination of all Services Agreements between You and BNY Mellon.

Proprietary Software : Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“ Proprietary Software ”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.

3.	Use of Data :

Electronic Access may include information and data that is proprietary to the providers of such information or data (“ Information Providers ”) or may be used to access Sites that include such information or data from Information Providers. This information and data may be subject to restrictions and requirements which are imposed on BNY Mellon by the Information Providers and which are posted on http://www.bnymellon.com/products/assetservicing/vendoragreement.pdf or any successor web site of which You are provided notice from time to time (the “ Data Terms Web Site ”). You will be solely responsible for ensuring that Users comply with the restrictions and requirements concerning the use of proprietary data that are posted on the Data Terms Web Site.

You consent to BNY Mellon, its affiliates and BNY Mellon’s Suppliers disclosing to each other and using data received from You and Users and, where applicable, Your third parties in connection with these Terms and Conditions (including, without limitation, client data and personal data of Users) (1) to the extent necessary for the provision of Electronic Access; (2) in order for BNY Mellon and its affiliates to meet any of their obligations under these Terms and Conditions to provide Electronic Access; or (3) to the extent necessary for Users to access Electronic Access.

In addition, You permit BNY Mellon to aggregate data concerning Your accounts with other data collected and/or calculated by BNY Mellon. BNY Mellon will own such aggregated data, but will not distribute the aggregated data in a format that identifies You or Your data.

4.	Ownership and Rights :

Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the “ Information ”), are the exclusive and confidential property of BNY Mellon and/or BNY Mellon’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care.

The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted.

Nothing in these Terms and Conditions will be construed as giving You or Users any license or right to use the trade marks, logos and/or service marks of BNY Mellon, its affiliates, its Information Providers or BNY Mellon’s Suppliers.

Any Intellectual Property Rights and any other rights or title not expressly granted to You or Users under these Terms and Conditions are reserved to BNY Mellon, its Information Providers and BNY Mellon’s Suppliers. “Intellectual Property Rights” includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.

5.	Reliance :

BNY Mellon will be entitled to rely on, and will be fully protected in acting upon, any actions or instructions associated with a user-id or a secure identification device issued to a User until such time BNY Mellon receives actual notice in writing from You of the change in status of the User and receipt of the secure identification device issued to such User. You acknowledge that all commands, directions and instructions, including commands, directions and instructions for transactions issued by a User are issued at Your sole risk. You agree to accept full and sole responsibility for all such commands, directions and instructions and that BNY Mellon, will have no liability for, and you hereby release BNY Mellon from, any losses, liabilities, damages, costs, expenses, claims, causes of action or judgments (including attorneys fees and expenses) (collectively “ Losses ”) incurred or sustained by you or any other party in connection with or as a result of BNY Mellon’s reliance upon or compliance with such commands, directions and instructions.

All commands, directions and instructions involving a transaction entered by Authorized Transactional User will be treated as an authorized instruction under the applicable Services Agreement(s) between You and BNY Mellon covering accounts, products and services and products provided by BNY Mellon with respect to which Electronic Access is being used whether such Services Agreement is executed prior to or after the execution of these Terms and Conditions.

6.	Disclaimers :

Although BNY Mellon uses reasonable efforts to provide accurate and up-to-date information through Electronic Access, BNY Mellon, its Content Providers and Information Providers make no warranties or representations under these Terms and Conditions as to accuracy, reliability or comprehensiveness of the content, information or data accessed through Electronic Access. Without limiting the foregoing, some of the content on Electronic Access may be provided by sources unaffiliated with BNY Mellon (“ Content Providers ”) and by Information Providers. For that content BNY Mellon is a distributor and not a publisher of such content and has no control over it. Information provided by Information Providers has not been independently verified by BNY Mellon and BNY Mellon makes no representation as to the accuracy or completeness of the content or information provided. Any opinions, advice, statements, services, offers or other information given or provided by Content Providers and Information Providers (including merchants and licensors) are those of the respective authors of such content and not that of BNY Mellon. BNY Mellon will not be liable to You or Users for such content or information in any way nor for any action taken in reliance on such information nor for direct or indirect damages resulting from the use of such information. For purposes of these Terms and Conditions, all information and data, including all proprietary information and materials and all client data, provided to You through Electronic Access are provided on an “AS-IS”, “AS AVAILABLE” basis.

BNY Mellon makes no guarantee and does not warrant that Electronic Access or the information and data provided through the Electronic Access are or will be virus-free or will be free of viruses, worms, Trojan horses or other code with contaminating or destructive properties. BNY Mellon will employ commercially reasonable anti-virus software to its systems to protect its systems against viruses.

Some Sites accessed through the use of Electronic Access may include links to websites provided by parties that are not affiliated with BNY Mellon (“ Third Party Websites ”). BNY Mellon will not be liable to any person for the content found on such Third Party Websites. BNY Mellon will not be responsible for Third Party Websites that collect information from parties who visit their web sites through links on the Sites. BNY Mellon will not be liable or responsible for any loss suffered by any person as a result of their use of any Third Party Websites that are linked to the BNY Mellon Sites.

BNY Mellon retains complete discretion and authority to add, delete or revise in whole or in part Electronic Access, including its Sites, and to modify from time to time any Proprietary Software provided in conjunction with the use of Electronic Access and/or any of the Sites. To the extent reasonably possible, BNY Mellon will provide notice of such modifications. BNY Mellon may terminate, immediately and without advance notice, and without right of cure, any portion or component of Electronic Access or the Sites.

TO THE FULLEST EXTENT PERMITTED BY LAW, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NO WARRANTY OF QUALITY AND NO WARRANTY OF TITLE OR NONINFRINGEMENT. THERE IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ELECTRONIC ACCESS, THE SITES, ANY PROPRIETARY SOFTWARE, INFORMATION, MATERIALS OR CLIENT DATA.

Notwithstanding the prior paragraph, The Bank of New York Mellon or an Affiliate designated by it will defend You and pay any amounts agreed to by BNY Mellon in a settlement and damages finally awarded by a court of competent jurisdiction, in an action or proceeding commenced against You based on a claim that Electronic Access or the Proprietary Software infringe plaintiff(s)’s patent, copyright, or trade secret, provided that You (i) notify BNY Mellon promptly of any such action or claim (except that the failure to so notify BNY Mellon will not limit BNY Mellon’s obligations hereunder except to the extent that such failure prejudices BNY Mellon); (ii) grant BNY Mellon or its designated Affiliate full and exclusive authority to defend, compromise or settle such claim or action; and (iii) provide BNY Mellon or its designated Affiliate all assistance reasonably necessary to so defend, compromise or settle. The foregoing obligations will not apply, however, to any claim or action arising from (i) use of the Proprietary Software Information or Electronic Access in a manner not authorized under these Terms and Conditions, the Terms of Use, or the Data Terms Web Site; or (ii) use of the Proprietary Software or Electronic Access in combination with other software or services not supplied by BNY Mellon.

7.	Limitation of Liability :

IN NO EVENT WILL BNY MELLON, BNY MELLON’S SUPPLIERS OR ITS CONTENT PROVIDERS OR INFORMATION PROVIDERS BE LIABLE TO YOU OR ANYONE ELSE UNDER THESE TERMS AND CONDITIONS FOR ANY LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES INCLUDING BUT NOT LIMITED TO, ANY DIRECT DAMAGES, CONSEQUENTIAL DAMAGES, RELIANCE DAMAGES, EXEMPLARY DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, PUNITIVE DAMAGES, INDIRECT DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOOD WILL, BUSINESS INTERRUPTION, USE, DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (1) THE USE OF OR INABILITY TO USE ELECTRONIC ACCESS (2) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR ANY OTHER PERSON, OR FOR ANY ERRORS BY YOU IN COMMUNICATING SUCH INFORMATION; (3) THE COST OF SUBSTITUTE ACCESS SERVICES; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR ACCESS THROUGH ELECTRONIC ACCESS. BNY MELLON WILL NOT BE LIABLE FOR LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, PROCEDURE, OR SERVICE OBTAINED THROUGH ELECTRONIC ACCESS. BNY MELLON WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM VOLUNTARY SHUTDOWN OF THE SERVER, ELECTRONIC ACCESS OR ANY OF THE SITES TO ADDRESS TECHNICAL PROBLEMS, COMPUTER VIRUSES, DENIAL-OF-SERVICE MESSAGES OR OTHER SIMILAR PROBLEMS.

BNY MELLON’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS AND CONDITIONS FOR ANY DISPUTE OR CLAIM RELATED TO THESE TERMS OF USE, ELECTRONIC ACCESS OR SITES, IS AS FOLLOWS: IF YOU REPORT A MATERIAL MALFUNCTION IN ELECTRONIC ACCESS THAT BNY MELLON IS ABLE TO REPRODUCE,

BNY MELLON WILL USE REASONABLE EFFORTS TO CORRECT THE MALFUNCTION. IF BNY MELLON IS UNABLE TO CORRECT THE MALFUNCTION, YOU MAY CEASE ALL USE OF ELECTRONIC ACCESS AND RECEIVE A REFUND OF ANY FEES PAID IN ADVANCE, SPECIFICALLY FOR ELECTRONIC ACCESS, APPLICABLE TO PERIODS AFTER CESSATION OF SUCH USE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

The limitation of liability set forth in this Limitation of Liability section and in other provisions in these Terms and Conditions is in addition to any limitation of liability provisions contained in any Services Agreements and will not supersede or be superseded by limitation of liability provisions contained in such Services Agreements, whether executed prior to or after the execution of these Terms and Conditions, except to the extent specifically set forth in such other Services Agreements containing a reference to these Terms and Conditions.

8.	Indemnification :

You agree to indemnify, protect and hold BNY Mellon, BNY Mellon’s Suppliers, Content Providers and Information Providers harmless from and against all liability, claims damages, costs and expenses, including reasonable attorneys’ fees and expenses, resulting from a claim that arises out of (i) any breach by You or Users of these Terms and Conditions, the Terms of Use or the Data Terms Web Site and (ii) any person obtaining access to Electronic Access through You or Users or through use of any password, user-id or secure identification device issued to a User, whether or not You or a User authorized such access. For the avoidance of doubt, and by way of illustration and not by way of limitation, the forgoing indemnity is applicable to disputes between the parties, including the enforcement of these Terms and Conditions. The rights and remedies conferred hereunder will be cumulative and the exercise or waiver of any such right or remedy will not preclude or inhibit the exercise of additional rights or remedies or the subsequent exercise of such right or remedy.

The indemnity provided in herein is in addition to any indemnity and other remedies contained in any Services Agreements and will not supersede or be superseded by such Services Agreements, whether executed prior to or after the execution of these Terms and Conditions, except to the extent specifically set forth in such other Services Agreements and expressly stating an intent to modify this Terms and Conditions. Nothing contained herein will, or be deemed to, alter or modify the rights and remedies of BNY Mellon as set forth in the Services Agreements.

Choice of Law and Forum : Unless otherwise agreed and specified herein, these Terms and Conditions are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law; You expressly and irrevocably agree that exclusive jurisdiction and venue for any claim or dispute with BNY Mellon, its employees, contractors, officers or directors or relating in any way to Your use of Electronic Access resides in the state or federal courts in New York City, New York; and You further irrevocably agree and expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought with respect to these Terms and Conditions. BNY Mellon and You hereby waive the right of trial by jury in any action arising out of or related to the BNY Mellon or these Terms and Conditions.

10.

Term and Termination :

Either BNY Mellon or You may terminate these Terms and Conditions and the Electronic Access upon thirty (30) days’ written notice to the other party.

In the event of any breach of the provisions of these Terms and Conditions or a breach by any Authorized User of the Terms of Use or the restrictions and requirements concerning the use of Information Providers’ proprietary data that are posted on the Data Terms Web Site, the non-breaching party may terminate these Terms and Conditions and the Electronic Access immediately upon written notice to the breaching party if any breach remains uncured after ten (10) days’ written notice of the breach is sent to the breaching party.

BNY Mellon may immediately terminate access through an Authorized User’s user-id and password and may, at its discretion, also terminate access by an Authorized User, without right of cure, in the event of an unauthorized use of an Authorized User’s user-id or password, or where BNY Mellon believes there is a security risk created by such access.

BNY Mellon may terminate, without advance notice, Your access or the access of Users to any portion or component of Electronic Access or the Sites in the event a BNY Mellon Supplier, Content Provider or Information Provider prohibits BNY Mellon from permitting You or Users to have access to their information or services.

Promptly upon receiving or giving notice of termination, You will notify all Users of the effective date of the termination.

Upon termination of Your access to Electronic Access, You shall return of manuals, documentation, workflow descriptions and the like that are in Your possession or under Your control and all security identification devices.

The Reliance, Disclaimers, Limitation of Liability Indemnification and confidentiality provisions of the Terms and Conditions (and other provision of these Terms and Conditions containing disclaimers, limitation of liability and indemnification) shall survive the termination of these Terms and Conditions.

You represent and warrant to BNY Mellon that these Terms and Conditions and the indemnity contained herein have been duly authorized and accepted, that You have full authority to enter into these Terms and Conditions, both for the entities at Schedule A and for any affiliate with Electronic Access, and that these Terms and Conditions constitute a binding obligation enforceable in accordance with its terms.

SCHEDULE A to APPENDIX I

Affiliates of Client

Exhibit 10.10

MASTER MARKETING AGENT AGREEMENT

This MASTER MARKETING AGENT AGREEMENT (this “ Agreement ”) is made as of July 17, 2015, by and between World Gold Trust Services, LLC, a Delaware limited liability company, as sponsor of one or more gold related exchange traded funds (the “ Sponsor ”) and State Street Global Markets, LLC, a Delaware limited liability company (the “ Marketing Agent ”), and incorporates each Product Annex that is executed pursuant to this Agreement.

W I T N E S S E T H:

WHEREAS, the Sponsor wishes to retain the Marketing Agent as the exclusive marketing agent to provide certain assistance with respect to the marketing of Funds (as defined below) and their Shares (as defined below) and the development of the Funds pursuant to this Agreement and each Fund’s respective Product Annex, and the Marketing Agent hereby accepts such appointment and agrees to act in such capacity hereunder;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Sponsor and the Marketing Agent hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions . In addition to the other terms which are defined in this Agreement, the following terms shall have the following meanings assigned to them. All other capitalized terms used herein, but not otherwise defined herein, shall have the meanings assigned to such terms in the relevant Fund Document.

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

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

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.

“ Agreement ” has the meaning ascribed in the preamble.

“ Authorized Participant ” means an investor who has entered into a Participant Agreement with respect to creations and redemptions of Shares.

“ Business Day ” means any day that is not a Saturday, Sunday or a day on which banking institutions in New York, New York are not required to be open or the Exchange is not open for trading.

“ Change of Control of the Marketing Agent ” means (i) any other person (as such term is used in Sections 13(d) and 14(d) of the 1934 Act) becomes the beneficial owner (as defined in Rule 13d-3 of the 1934 Act), directly or indirectly, of securities of the Marketing Agent representing fifty percent (50%) or more of the total voting power represented by the Marketing Agent’s then outstanding voting securities; (ii) the consummation of the sale or disposition by the Marketing Agent of all or substantially all of the Marketing Agent’s assets; or (iii) the consummation of a merger or consolidation of the Marketing Agent with any other Person, other than a merger or consolidation which would result in the voting securities of the Marketing Agent outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Marketing Agent or such surviving entity or its parent outstanding immediately after such merger or consolidation.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Confidential Information ” has the meaning ascribed in Article 12.1 (a) .

“ Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Solely with respect to the Sponsor, a Person shall be treated as having Control of another Person if that Person holds more than 20% of the outstanding voting securities of that other Person.

“ Cure Period ” has the meaning ascribed in Article 2.2(b).

“ Dedicated Strategists ” has the meaning ascribed in Article 4.1(a).

“ Delivery Time ” means each time new Shares are issued and delivered to an Authorized Participant by a Fund pursuant to a Participation Agreement.

“ ETF ” means (i) an open-ended trust, (ii) a unit investment trust, (iii) a collective investment scheme or (iv) any other investment company or pooled, collective or commingled investment vehicle that has the following characteristics: (a) the shares, units or similar interests therein are or will be listed and traded on an exchange, and (b) for which creation and/or redemption of shares is effected (1) in large aggregations of no less than 10,000 shares, units or interests (sometimes referred to as “baskets” or “blocks”) only, (2) by authorized participants, (3) through the transfer of the requisite amount and composition of the underlying assets, including, without limitation, assets such as gold or other commodities (also known as in-kind creation and redemption).

“ Exchange ” means NYSE Area, Inc. or the exchange on which Shares are principally traded, as specified by the Sponsor.

“ Final Product Annex ” has the meaning ascribed in Article 9.1(a) .

“ Fund ” means a Related ETF that is governed by this Agreement and the Fund’s Product Annex.

“ Fund Document ” has the meaning ascribed in the relevant Product Annex.

“ GLD Marketing Agent Agreement ” means the Amended and Restated Marketing Agent Agreement between the Sponsor and the Marketing Agent with respect SPDR® Gold Trust dated as of the date of this Agreement.

“ Governmental Entity ” means any supranational, national, state, local, foreign, political subdivision, court, administrative agency, commission or department or other governmental authority or instrumentality.

“ Governance Policies ” has the meaning ascribed in Article 3.8 .

“ Issuer Free Writing Prospectus ” means each “free writing prospectus” (as defined in Rule 405 under the 1933 Act) prepared by or on behalf of a Fund or used or referred to by a Fund or the Sponsor in connection with the offering of Shares and approved by the Sponsor or such Fund.

“ Joint Governance Board ” has the meaning ascribed to it in Exhibit B .

“ Law ” means any law, statute, treaty, rule, directive, regulation or guideline or Order of any Governmental Entity.

“ Low Priced Gold ETF ” means a Related ETF that has a total expense ratio that is equal to or less than 0.29%.

“ Marketing Agent ” has the meaning ascribed in the preamble.

“ Marketing Agent Fee ” has the meaning ascribed in Article 5.1(a) .

“ Marketing Budget ” has the meaning ascribed in Article 4.2(a) .

“ Marketing Plan ” has the meaning ascribed in Exhibit A .

“ Orders ” means judgments, writs, decrees, compliance agreements, injunctions or orders of any Governmental Entity or arbitrator.

“ Participation Agreement ” means an agreement with respect to creations and redemptions of Shares.

“ Person ” shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or another entity, including a Governmental Entity (or any department, agency or political subdivision thereof).

“ Proceeding ” has the meaning ascribed in Article 10.1 .

“ Product Annex ” means the letter agreement between the Sponsor and the Marketing Agent to add a Related ETF to this Agreement as a “Fund” pursuant to the rights of first refusal in this Agreement.

“ Product Annex Term ” has the meaning ascribed in Article 11.1(b) .

“ Proposed Product Annex ” has the meaning ascribed in Article 9.1(a) .

“ Prospectus ” means the applicable prospectus included in the Registration Statement at the applicable Delivery Time, as supplemented by a prospectus supplement and one or more product supplements and/or pricing supplements setting forth the terms of Shares, including all material incorporated by reference therein, in the form in which such prospectus and prospectus supplement have most recently been filed, or transmitted for filing, with the Commission pursuant to the relevant rules and regulations adopted by the Commission thereunder.

“ Registration Statement ” means except when otherwise specified a Fund’s most recent registration statement filed by the Sponsor with the Commission as amended when it becomes effective under the 1933 Act, including all documents filed as a part thereof.

“ Related Agreements ” means the SPDR Sublicense and the WGC/WGTS License.

“ Related ETF ” means an ETF eighty percent (80%) or more of the assets comprising which are from gold or gold-indexed securities (for the avoidance of doubt, gold-indexed securities includes synthetic gold products and gold futures).

“ Representative ” means officers, directors, employees, agents, attorneys, accountants and financial advisors of a Person, as the case may be.

“ Services ” means the services, activities, functions and responsibilities set out in Exhibit A .

“ Shares ” means shares of each Fund.

“ SPDR Sublicense ” has the meaning ascribed in Article 3.4 .

“ Sponsor ” has the meaning ascribed in the preamble.

“ Suspension Notice ” has the meaning ascribed in Article 2.2(b) .

“ Term ” has the meaning ascribed in Article 11.1(a) .

“ Termination Date ” has the meaning specified in Article 11.2(e) .

“ Termination Payment Amount ” has the meaning specified in Article 11.2(f) .

“ Termination Payment Date ” means the Termination Date and the last Business Day of each month after the Termination Date through and including the number of years and months under Termination Payment Amount set forth in a Fund’s Product Annex.

“ Transfer ” means any sale, assignment or other disposition, whether voluntary or involuntary, in one transaction or a series of related transactions.

“ WGC/WGTS License ” has the meaning ascribed in Article 3.5 .

“ WGC ” has the meaning ascribed in Article 3.9 .

ARTICLE 2

APPOINTMENT AND EXCLUSIVITY OF THE MARKETING AGENT

2.1 Appointment . The Sponsor hereby appoints the Marketing Agent as the exclusive Marketing Agent for Shares of each Fund on the terms and for the periods set forth in this Agreement and the related Product Annex, and the Marketing Agent hereby accepts such appointment and agrees to act in such capacity hereunder.

2.2 Exclusivity .

(a) The Sponsor shall not, during the Term, appoint any third party licensed broker-dealer to carry on any services in relation to Shares which services are identical in all material respects to the Services. Should any individual(s) associated with the Sponsor be required at any time to become licensed as a registered representative of a broker-dealer in any jurisdiction in which Shares are marketed or promoted, the Sponsor may enter into a service agreement with a third party licensed broker-dealer, solely for the purposes of licensing and registering any such individuals who have become subject to a registered representative licensing or registration requirement in connection with the marketing or selling of Shares.

(b) If at any time the Marketing Agent is in willful and material breach of this Agreement and the Product Annex with respect to a particular Fund and, as a result thereof, is no longer able to provide the Services under this Agreement with respect to such Fund, the Marketing Agent shall have ninety (90) days to cure such breach pursuant to Article 11.2(d)(iii) (the “ Cure Period ”). During the Cure Period, the Sponsor may issue a written notice to the Marketing Agent suspending the restriction in Article 2.2(a) (such notice, a “ Suspension Notice ”). If the Sponsor issues a Suspension Notice, Article 2.2(a) shall cease to apply until the date on which the material breach has been cured and the Marketing Agent is able to provide the Services under this Agreement with respect to such Fund.

ARTICLE 3

SERVICES, ACTIVITIES AND GOVERNANCE

3.1 Services of the Market Agent . The Marketing Agent shall provide the Services to the Sponsor during the Term in accordance with the terms of this Agreement.

3.2 Activities of the Sponsor . The Sponsor shall:

(a) develop gold specific marketing materials, including gold supply and demand analyses and macro-economic forecasts; and

(b) provide and/or fund research on gold investor and demand trends.

3.3 Joint Activities .

(a) The Sponsor, consistent with the requirements of the 1934 Act and applicable Commission rules thereunder, and the Marketing Agent or one of its Affiliates, will market the Funds and the Shares on an ongoing basis. To the extent that the Sponsor conducts marketing activities pursuant to this Article 3.3(a) , the Sponsor shall: (i) coordinate all such marketing activities with the Marketing Agent; and (ii) not utilize a limited-purpose Affiliate broker-dealer to conduct such marketing activities. Other than as permitted by Article 2.2(a) for purposes of licensing and registering any individuals of the Sponsor who have become subject to a registered representative licensing or registration requirement in connection with the marketing or selling of Shares, to the extent that any activities involving the marketing of Shares must be conducted by a registered broker-dealer, the Marketing Agent shall conduct such activities.

(b) The Sponsor and the Marketing Agent shall jointly coordinate the creation and execution of a general communications strategy.

(c) The Sponsor and the Marketing Agent shall negotiate in good faith a commercially reasonable, market based product pricing strategy for each Fund. Such product pricing strategy shall take into consideration the impact of Share expense ratios on growth prospects.

(d) Notwithstanding anything else in this Agreement, the parties agree that neither party will, other than pursuant to this Agreement and the product’s Product Annex or with the other party’s consent, launch a Low Priced Gold ETF.

3.4 Name of a Fund; License . For the term of this Agreement, for purposes of carrying out its marketing and other activities under this Agreement and for the benefit of the Funds, the Marketing Agent and the Sponsor shall enter into an appropriate sublicense agreement granting the Sponsor a non-exclusive license to use the “SPDR” registered trademark (the “ SPDR Sublicense ”).

3.5 WGC/WGTS License . For the term of this Agreement, for purposes of carrying out its marketing and other activities under this Agreement and for the benefit of the Funds, the Sponsor and the Marketing Agent shall enter into a non-exclusive license to use certain intellectual property in connection with the marketing of the Funds and the Marketing Agent’s obligations hereunder (the “ WGC/WGTS License ”).

3.6 Expenses . Except as otherwise expressly provided in this Agreement or the Related Agreements or agreed to in writing by the parties, each party hereto shall bear

its own fees and expenses incurred in connection with this Agreement or the Related Agreements and the transactions contemplated hereby and thereby (including, without limitation, the legal, accounting and due diligence fees, costs and expenses incurred by such party).

3.7 Performance by Affiliates . Any covenant required of the Sponsor may be performed by, and any right of the Sponsor can be exercised by, an Affiliate of the Sponsor in lieu of performance or exercise thereof by the Sponsor; provided, that , the Sponsor shall be responsible for the acts and omissions of such Affiliate, and provided, further , that the Sponsor shall remain liable for the nonperformance of any such covenant.

3.8 Joint Governance Board . Exhibit B establishes the Joint Governance Board and sets out the manner in which the parties intend to manage the activities contemplated by this Agreement. The Sponsor and the Marketing Agent shall comply with the governance policies set forth in Exhibit B (the “ Governance Policies ”).

3.9 Oversight of Joint Governance Board . The Marketing Agent will make annual presentations to the board of directors of World Gold Council, a not-for-profit association established under Swiss law (“ WGC ”), and the board of directors of the Sponsor and will also make additional presentations to the board of directors of WGC as reasonably required to enhance the trusted relationship between the Marketing Agent and WGC, such presentations to review the respective contributions made by each party pursuant to Articles 4.1 , 4.2 and 4.3 .

ARTICLE 4

CONTRIBUTIONS OF THE PARTIES

4.1 Marketing Agent Contribution .

(a) The Marketing Agent shall, at its own cost and expense, engage at least four (4) strategists (the “ Dedicated Strategists ”) dedicated to support the Marketing Agent’s sales activities with institutional and intermediary investors and to directly market Shares to other investor groups identified by the Joint Governance Board. The qualifications and experience of each Dedicated Strategist will generally include (i) employment by a financial institution; (ii) employment on the buy side or sell side for gold or commodity investment products or ETFs; and (iii) experience working for, or marketing to, institutional investors, gold exchange traded fund investors, and/or intermediaries.

(b) The Marketing Agent shall conduct all sales activities globally on behalf of a Fund.

4.2 Sponsor Contribution .

(a) With respect to each Fund governed by this Agreement, if specified in the relevant Fund’s Product Annex, the Sponsor shall fund an annual marketing budget (the “ Marketing Budget ”) dedicated exclusively to the marketing of Shares of such Fund in the amount identified in the Fund’s Product Annex.

(b) If specified in the relevant Fund’s Product Annex, the Marketing Budget, including an estimated amount of quarterly payments, for each Fund shall be approved by the Joint Governance Board annually at the beginning of each year. The actual Marketing Budget shall be determined quarterly after the close of each quarter. Upon the addition of the Fund to this Agreement pursuant to the execution of a Product Annex, the Sponsor shall irrevocably instruct the Trustee to segregate the prior quarter’s Marketing Budget from the Sponsor’s fee payable pursuant to the Indenture, and to deposit such prior quarter’s Marketing Budget, within seven (7) days of the first (1 ^st ) day of the next quarter of a fiscal year into the control account established pursuant to Article 5.1(b), an amount equal to 1/4 ^th of the Marketing Budget. For the avoidance of doubt, the first quarterly Marketing Budget payment for any Fund that becomes subject to this Agreement will be made after the close of the first quarter after this Agreement becomes effective and prorated to reflect the portion of the quarter during which this Agreement was effective. The Marketing Agent shall implement and execute the Marketing Budget pursuant to the Marketing Plan approved by the Joint Governance Board pursuant to section 2 of Exhibit B , with full authority to expend the total Marketing Budget in that fiscal year. In connection with the provision of the Services pursuant to this Agreement, the Marketing Agent may utilize the Marketing Budget to pay for costs and expenses associated with (i) the Marketing Agent’s expenditures paid to third parties and (ii) internal expenditures incurred by the Marketing Agent, provided , however , all costs and expenses will be made available to the Joint Governance Board for review. If any portion of any particular Marketing Budget is not expended by the end of the fiscal year in which it was approved, the remainder of such Marketing Budget shall carry over and be credited to the Marketing Budget for the subsequent fiscal year.

(c) The Sponsor shall develop and influence relationships with sell-side Share research strategists at major broker-dealers.

(d) The Sponsor shall conduct its activities substantially in compliance with the Governance Policies.

4.3 Joint Reviews .

(a) In order to oversee the performance of the Funds on a regular basis, the parties shall:

(i) conduct at least once each calendar quarter in which the annual review described in clause (ii) below is not conducted, a review of the performance of the Funds, with such review to include the senior

management of the Sponsor and the senior management of the Marketing Agent and to cover such topics as asset growth/decline, sales strategy, new business efforts, new product initiatives and stock exchange trading activity; and

(ii) conduct at least once each calendar year, a review of the overall performance of the Funds, which will include a review of the most recent quarterly period, with such review to include the chief executive officer of the Sponsor and senior management of the Marketing Agent and to cover such topics as strategic direction and new business initiatives.

(b) Prior to each of the quarterly and annual review pursuant to Article 4.4(a) , the Sponsor and the Marketing Agent will jointly prepare and circulate among the parties, a report covering the quarterly or annual period which is the subject of each review, with such report to cover such topics described above.

4.4 Branding .

(a) It is the intention of the parties that, during the Term, Shares be associated with the SPDR® brand.

(b) The Sponsor shall, at its own expense and in its sole discretion, prosecute all infringement claims in respect of each Fund’s GLD or other non-SPDR trademark and otherwise defend each Fund’s trademark globally.

(c) The Marketing Agent shall use its best efforts to notify the Sponsor of any potential trademark infringement of which it becomes aware in accordance with the WGC/WGTS License.

(d) In the event the Marketing Agent does not exercise its right of first refusal pursuant to Article 9.1 and the Sponsor proposes to launch a new ETF, the Sponsor may use the GLD® brand, subject to coordination with the Marketing Agent to maintain brand coherence and consistency.

4.5 Sales . The parties intend to jointly develop and implement a sales process to attract and retain investment in Shares through business development and thought leadership activities to intermediary and institutional clients, including national broker dealers, independent and regional broker dealers, private banks and registered investment advisors, institutional investment consultants, pension funds, endowments, foundations, official institutions and insurance general accounts and institutional asset managers, hedge funds and private equity firms.

4.6 Information Provided to Marketing Agent . In performing its duties hereunder the Marketing Agent shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Sponsor and a Fund’s fiduciaries, including its trustee, if applicable, and their respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the

foregoing shall not be construed to protect the Marketing Agent against any liability to the Sponsor, a Fund’s fiduciaries, including its trustee, if applicable, a Fund or a Fund’s beneficial owners to which the Marketing Agent would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

ARTICLE 5

FEES & EXPENSES

5.1 Fee and Expenses .

(a) Marketing Agent Fee . With respect to each Fund governed by this Agreement, the Sponsor shall pay the Marketing Agent, from the Sponsor’s fee payable pursuant to the Sponsor’s agreement with the Fund, for the services of the Marketing Agent and its Affiliates as marketing agent to the Fund, a fee (the “ Marketing Agent Fee ”) from the Fund. Such fees shall be computed and payable monthly in arrears. With respect to each Fund governed by this Agreement, the Marketing Agent Fee shall be (a) a commercially reasonable, market-based fee in light of current market terms and conditions and (b) identified in the Fund’s Product Annex.

(b) Payment Structure . The payment of the Marketing Agent Fee and the Marketing Budget shall be made by the Sponsor through one or more control accounts held by a mutually satisfactory bank.

ARTICLE 6

REPRESENTATIONS & WARRANTIES

6.1 Representations and Warranties of the Sponsor . The Sponsor, on its own behalf and in its capacity as sponsor of each of the Funds, represents and warrants to, and agrees with, the Marketing Agent that:

(a) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as will be described in each Registration Statement and Prospectus, and has all requisite power and authority to execute and deliver this Agreement;

(b) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and each Fund will be duly qualified in each jurisdiction where the conduct of its business requires such qualification;

(c) this Agreement has been duly authorized, executed and delivered by the Sponsor and constitutes the valid and binding obligations of the Sponsor, enforceable against the Sponsor in accordance with its terms;

(d) the Sponsor is not in breach or violation of or in default under (nor has any event occurred which with notice, lapse of time or both would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) its constitutive documents, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Sponsor is a party or by which it or any of its properties may be bound or affected, and the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under) the amended and restated limited liability company agreement of the Sponsor or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Sponsor is a party or by which the Sponsor or any of its properties may be bound or affected, or any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Sponsor;

(e) no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency is required in connection with the performance by the Sponsor of its obligations under this Agreement;

(f) the Sponsor has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, in order to conduct its business; the Sponsor is not in violation of, or in default under, or has not received notice of any proceedings relating to revocation or modification of, any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Sponsor;

(g) except as previously disclosed between the parties, there are no actions, suits, claims, investigations or proceedings pending or threatened or, to the Sponsor’s knowledge after due inquiry, contemplated to which the Sponsor or (to the extent that is or could be material in the context of the offering and sale of the Shares) any of the Sponsor’s directors or officers, is or would be a party or of which any of their respective properties are or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency; and

(h) any certificate signed by any officer of the Sponsor and delivered to the Marketing Agent or counsel for the Marketing Agent in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby, to the Marketing Agent.

6.2 Representations and Warranties of the Marketing Agent . The Marketing Agent represents and warrants to, and agrees with, the Sponsor that:

(a) The Marketing Agent has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any applicable federal, state, local or foreign law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other Persons, in order to conducts its activities as contemplated by this Agreement. The Marketing Agent will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. With respect to its provision of Services under this Agreement, the Marketing Agent will comply in all material respects with all applicable Law;

(b) The Marketing Agent will observe the applicable Law of the jurisdictions in which it provides the Services under this Agreement;

(c) With respect to its provision of Services under this Agreement, the Marketing Agent is in compliance in all material respects with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “ PATRIOT Act ”), and the regulations promulgated thereunder, if the Marketing Agent is subject to the requirements of the PATRIOT Act;

(d) The Marketing Agent (i) has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full power and authority to conduct its business and has all requisite power and authority to execute and deliver this Agreement and (ii) is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and

(e) This Agreement has been duly authorized, executed and delivered by the Marketing Agent and constitutes the valid and binding obligations of the Marketing Agent, enforceable against the Marketing Agent in accordance with its terms.

6.3 Each of the Marketing Agent and the Sponsor agrees that the parties may agree to modify or add to the representations and warranties contained in this Article 6 in a Fund’s Product Annex.

ARTICLE 7

CONDITIONS TO OBLIGATIONS

7.1 Conditions to Marketing Agent’s Obligations . The obligations of the Marketing Agent hereunder are subject in the Marketing Agent’s reasonable discretion, to the condition that (i) all representations and warranties and other statements of the Sponsor herein or delivered pursuant hereto be true and correct (a) at and as of the date made, (b) at each time a Fund is added to this Agreement, (c) at each time a new registration statement or prospectus is filed or the Registration Statement or the Prospectus is amended or supplemented, (d) at each time a Fund files any report, statement or other document pursuant to Section 13, 14 or 15 (d) of the 1934 Act (excluding filings under Rule 12b-25), (e) at each time a Fund issues any Shares, and (f) at such other times as the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the Sponsor agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and (ii) the Sponsor shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all material respects. The respective indemnities, agreements, representations, warranties and other statements by the Sponsor set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Marketing Agent or any controlling person of the Marketing Agent, or the Sponsor, or any officer or director or any controlling person of the Sponsor, and shall survive the execution, delivery, performance and termination of this Agreement.

7.2 Conditions to Sponsor’s Obligations . The obligations of the Sponsor hereunder are subject in the Sponsor’s reasonable discretion, to the condition that (i) all representations and warranties and other statements of the Marketing Agent herein or delivered pursuant hereto be true and correct (a) at and as of the date made, (b) at each time a Fund is added to this Agreement, (c) at each time a new registration statement or prospectus is filed or the Registration Statement or the Prospectus is amended or supplemented, (d) at each time a Fund files any report, statement or other document pursuant to Section 13, 14 or 15 (d) of the 1934 Act (excluding filings under Rule 12b-25), (e) at each time a Fund issues any Shares, and (f) at such other times as the Sponsor reasonably requests, in each case as though made at and as of such dates, and the Marketing Agent agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and (ii) the Marketing Agent shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all material respects. The respective indemnities, agreements, representations, warranties and other statements by the Marketing Agent set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Sponsor or any controlling person of the Sponsor, or the Marketing Agent, or any officer or director or any controlling person of the Marketing Agent, and shall survive the execution, delivery, performance and termination of this Agreement.

7.3 Each of the Marketing Agent and the Sponsor agrees that the parties may agree to modify or add to the conditions contained in this Article 7 in a Fund’s Product Annex.

ARTICLE 8

COVENANTS

8.1 Certain Covenants of the Sponsor . The Sponsor, on its own behalf and in its capacity as sponsor of each Fund, covenants and agrees, with respect to each Fund:

(a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Fund shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares); and to promptly advise the Marketing Agent of the receipt by the Sponsor or the Fund of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(b) to take all necessary action to register the number of Shares reasonably requested by an Authorized Participant under the 1933 Act, as amended and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register Shares under the 1933 Act to the end that all Shares will be properly registered under the 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement;

(c) from time to time to furnish to the Marketing Agent, as many copies of the Registration Statement and/or Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent may reasonably request for the purposes contemplated by the 1933 Act;

(d) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefor after termination of this Agreement, to file a post-effective amendment removing any reference to the Marketing Agent thereunder;

(e) to prepare and file with the Commission, at the expense of the Fund, registration statements, prospectuses and amendments and supplements to

the Registration Statement or the Prospectus, when and as required, by the 1933 Act, the 1934 Act and the rules and regulations of the Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any proposal to prepare a new registration statement or prospectus or to amend or supplement the Registration Statement or the Prospectus and to provide the Marketing Agent and the Marketing Agent’s counsel copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such document to which the Marketing Agent or its counsel shall reasonably object in writing; and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the Commission for the filing of a new registration statement or prospectus or for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible;

(f) to provide the Marketing Agent for its review and comment a copy of any Issuer Free Writing Prospectus, brochure or other graphic materials (including webpages on any website sponsored by the Sponsor related to the Fund), and any proposed amendments or supplements thereto, in each case that refers to the Shares, the SPDR mark or identifies the Marketing Agent within a reasonable amount of time prior to any proposed filing or dissemination thereof; to file in a timely fashion all Issuer Free Writing Prospectuses required to be filed by or on behalf of the Fund with the Commission in order to comply with the 1933 Act during the Product Annex Term; and to file no such Issuer Free Writing Prospectus or disseminate no such Issuer Free Writing Prospectus to which the Marketing Agent or its counsel shall reasonably object in writing; and to retain copies of each Issuer Free Writing Prospectus used or referred to by it and all other free writing prospectuses and Prospectuses used by the Sponsor in accordance with the 1933 Act;

(g) to prepare, at the expense of the Fund, and file promptly all reports and any information statement required to be filed by or on behalf of the Fund with the Commission in order to comply with the 1934 Act during the Product Annex Term, and to provide the Marketing Agent and the Marketing Agent’s counsel with a copy of such reports and statements and other documents to be filed by or on behalf of the Fund pursuant to the 1934 Act (excluding filings under Rule 12b-25) during such period for review and comment within a reasonable amount of time prior to any proposed filing and to file no such report or statement to which the Marketing Agent or its counsel shall reasonably object in writing;

(h) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the 1933 Act;

(i) to advise the Marketing Agent promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that such Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and furnish, at the expense of the Fund, to the Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change;

(j) to make generally available to the Fund’s securityholders, and to deliver to the Marketing Agent, an earnings statement of the Fund (which will satisfy the provisions of Section 11(a) of the 1933 Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the 1933 Act) as soon as is reasonably practicable after the termination of such twelve-month period;

(k) to furnish to the Fund’s securityholders and beneficial owners as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flow of the Fund for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants);

(l) if requested by the Marketing Agent, to furnish to the Marketing Agent a copy of the Registration Statement, as filed with the Commission, and of all amendments thereto (including all exhibits thereto);

(m) to (1) furnish to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the Fund’s securityholders and beneficial owners or that the Sponsor on behalf of the Fund shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on such forms as may be designated by the Commission, (iii) copies of documents or reports filed with any national securities exchange on which any class of securities of the Fund is listed, and (iv) such other information as the Marketing Agent may reasonably request regarding the Fund and (2) make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate or trust documents and properties of the Fund, and cause the officers, directors and employees of the Fund’s service providers and of the Sponsor to supply all information related to the Fund or the Sponsor reasonably requested by the Marketing Agent, its attorneys, accounts and other advisors and agents;

(n) to use its best efforts to cause the Shares to continue to be listed on the Exchange;

(o) to furnish to the Marketing Agent (i) at each time a new registration statement or prospectus is filed or the Registration Statement or the Prospectus is amended or supplemented, (ii) at each time the Fund files any report, statement or other document pursuant to Section 13,14 or 15(d) (excluding filings required by Rule 12b-25) of the 1934 Act, and (iv) at such other times as the Marketing Agent reasonably requests, an opinion of counsel for the Sponsor, addressed to the Marketing Agent and dated such dates and in form and substance satisfactory to the Marketing Agent, opining on certain matters agreed by the Marketing Agent and the Sponsor, provided , however , both parties agree that the matters opined on for a particular Fund will be (1) to the greatest extent possible, those opinions or matters listed in Section 8.1(o) of the GLD Marketing Agreement, and (2) if any changes to the list of opinions or matters in such section are necessary, such changes will be commercially reasonable and based on market practice.

(p) to cause a nationally recognized independent certified public accounting firm to deliver to the Marketing Agent at each time (A) the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment (but only if requested by the Marketing Agent), and (B) a new registration statement or prospectus is filed, and there is financial information incorporated by reference into the Registration Statement or the Prospectus, letters dated such dates and addressed to the Marketing Agent, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; and

(q) to deliver to the Marketing Agent (i) at each time a new registration statement or prospectus is filed or the Registration Statement or the Prospectus is amended or supplemented, (ii) at each time the Fund files any report, statement or other document pursuant to Section 13,14 or 15(d) of the 1934 Act (excluding filings required by Rule 12b-25), and (iii) at such other times as the Marketing Agent reasonably requests, documents and certificates as of such dates as the Marketing Agent may reasonably request.

For the purposes of this Article 8.1 , the term “ Registration Statement ” shall mean the Registration Statement of a Fund as amended or supplemented from time to time to and including the date as of which the relevant representation is made, and the term “ Prospectus ” shall mean the Prospectus of a Fund as amended or supplemented from time to time to and including the date as of which the relevant representation is made.

8.2 Certain Covenants of the Marketing Agent . The Marketing Agent, on its own behalf and in its capacity as the exclusive marketing agent of each Fund, covenants and agrees, with respect to each Fund:

(a) it will not use, authorize use of, refer to, or participate in the planning for the use of, any “Free Writing Prospectus,” as defined in Rule 405

under the 1933 Act (which term includes use of any written information furnished to the Commission by the Fund and not incorporated by reference into the Registration Statement and any press release issued by the Fund) other than any Free Writing Prospectus previously filed with the Commission by the Fund or approved by the Sponsor in advance in writing;

(b) it will, pursuant to reasonable procedures developed in good faith, take steps to ensure that (i) to the extent a Free Writing Prospectus referred to in subsection (a) above contains Fund or Sponsor information, that information has been previously-filed and (ii) any Free Writing Prospectus referred to in subsection (a) above that is not an “issuer free writing prospectus” (as defined in Rule 433 under the 1933 Act) is not disseminated in a broad and unrestricted manner, so as not to be required to be filed pursuant to Rule 433(d)(l)(ii) under the 1933 Act;

(c) it will not, without the prior written consent of the Sponsor, use any Free Writing Prospectus that contains the final terms of the Shares unless such terms have previously been included in a Free Writing Prospectus or Prospectus Supplement filed with the Commission or otherwise made reasonably available to the purchasers of the Shares;

(d) it will retain copies of each Free Writing Prospectus used or referred to by it and all other Free Writing Prospectuses and Prospectuses in accordance with Rule 433 under the 1933 Act;

(e) it is not subject to any pending proceeding under Section 8A of the 1933 Act with respect to any offering and will promptly notify the Sponsor if any such proceeding against it is initiated during the Product Annex Term of this Agreement as in the opinion of counsel for the Sponsor a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the 1933 Act) in connection with sales of the Shares;

(f) it will provide the Sponsor a copy of any Free Writing Prospectus,, and any proposed amendments or supplements thereto, in each case that refers to the Shares or identifies the Trust or the Sponsor, for the Sponsor’s review and comment with respect to legal issues, unless any such material has previously been filed with the Commission by the Trust. The Marketing Agent shall refrain from externally disseminating any such materials that have not been approved by the Sponsor; provided , however , that (i) any such approval shall not be unreasonably withheld or unreasonably conditioned by the Sponsor and (ii) any failure by the Sponsor to respond within five (5) Business Days following receipt by the Sponsor of such materials shall be deemed to be disapproval of such materials by the Sponsor. In the event the Sponsor does not approve any such materials, the Marketing Agent shall either make such changes as may be requested by the Sponsor as a condition to its approval, or remove all references to the Trust and the Sponsor and the Shares from such material;

(g) it will deliver to the Sponsor copies of the following documents contemporaneously with this Agreement and from time to time, as reasonably requested by the Sponsor, where applicable: (i) any correspondence from any state or federal regulator which would impact the services provided hereunder to the Sponsor by it; and (ii) and any other documents, materials or information that the Sponsor shall reasonably request in writing to a specified person at the Marketing Agent to enable it to perform its obligations pursuant to this Agreement. The Marketing Agent shall deliver to the Sponsor as soon as is reasonably practical any and all amendments and/or supplements to the documents required to be delivered under this Article 8.2 .

8.3 Each of the Marketing Agent and the Sponsor agrees that the parties may agree to modify or add to the covenants contained in this Article 8 in a Fund’s Product Annex.

ARTICLE 9

RELATED ETFS; OTHER AGREEMENTS

9.1 Right of First Refusal with Respect to Related ETFs .

(a) At any time during the Term, and subject to the terms and conditions specified in this Article 9.1 , the Marketing Agent shall have a right of first refusal to serve as the exclusive marketing agent for any Related ETF conceived and proposed by the Sponsor. In circumstances where such right of first refusal applies, the Sponsor shall present to the Marketing Agent a Proposed Product Annex, in the form of Exhibit C attached hereto (a “ Proposed Product Annex ”), that describes the Related ETF, contains commercially reasonable and market based terms, and provides for the proposed marketing arrangement to be governed by the terms and conditions of this Agreement. Following the Marketing Agent’s receipt of such Proposed Product Annex from the Sponsor, the Marketing Agent and the Sponsor shall discuss the Proposed Product Annex for thirty (30) days. If the Marketing Agent does not accept the opportunity to market such related ETF pursuant to the Proposed Product Annex within thirty (30) days of receipt, the Sponsor shall present to the Marketing Agent a Final Product Annex, in the form of Exhibit C attached hereto (a “ Final Product Annex ”), that describes the Related ETF and provides for the proposed marketing arrangement to be governed by the terms and conditions of this Agreement, for the Marketing Agent’s further consideration.

(b) If the Marketing Agent does not accept the opportunity to market such Related ETF in writing within forty-five (45) days after receipt of the Final Product Annex, the Marketing Agent will be deemed to have rejected the opportunity. For the avoidance of doubt, if the Marketing Agent is deemed to have rejected the opportunity, neither party shall be subject to any further

obligation under this Article 9.1 in respect of such Related ETF, and the Sponsor will be able to work with third parties to distribute the Related ETF on economic terms that are equal to those set forth in the draft Product Annex or worse for the third party.

(c) If the Marketing Agent accepts in writing the opportunity to market such Related ETF within seventy-five (75) days of receipt of the Proposed Product Annex, the parties shall execute the Product Annex within five (5) days and the Related ETF will become a “Fund” governed by this Agreement.

(d) For the avoidance of doubt, the Marketing Agent may accept the opportunity to market the Related ETF any time up to seventy-five (75) days after receipt of the Proposed Product Annex.

9.2 Marketing Agent’s Related ETF Obligations .

(a) At any time during the Term, and subject to the terms and conditions specified in this Article 9.2 , the Sponsor shall have a right of first refusal to sponsor any Related ETF conceived and proposed by the Marketing Agent. In circumstances where such right of first refusal applies, the Marketing Agent shall present to the Sponsor a Proposed Product Annex that describes the Related ETF, contains commercially reasonable and market based terms, and provides for the proposed marketing arrangement to be governed by the terms and conditions of this Agreement. Following the Sponsor’s receipt of such Proposed Product Annex from the Marketing Agent, the Marketing Agent and the Sponsor shall discuss the draft Product Annex for thirty (30) days. If the Sponsor does not accept the opportunity to sponsor such related ETF pursuant to the Proposed Product Annex within thirty (30) days of receipt, the Marketing Agent shall present to the Sponsor a Final Product Annex that describes the Related ETF and provides for the proposed marketing arrangement to be governed by the terms and conditions of this Agreement for the Sponsor’s further consideration.

(b) If the Sponsor does not accept the opportunity to sponsor such Related ETF in writing within forty-five (45) days after receipt of the Final Product Annex, the Sponsor will be deemed to have rejected the opportunity. For the avoidance of doubt, if the Sponsor is deemed to have rejected the opportunity, neither party shall be subject to any further obligation under this Article 9.2 in respect of such Related ETF, and the Marketing Agent will be able to work with third parties to sponsor and distribute the Related ETF on economic terms that are equal to those set forth in the draft Product Annex or worse for the third party.

(c) If the Sponsor accepts in writing the opportunity to sponsor such Related ETF within seventy-five (75) days of receipt of the Proposed Product Annex, the parties shall execute the Product Annex within five (5) days and the Related ETF will become a “Fund” governed by this Agreement.

(d) For the avoidance of doubt, the Sponsor may accept the opportunity to sponsor the Related ETF any time up to seventy-five (75) days after receipt of the Proposed Product Annex.

9.3 Development Efforts; Status After Termination .

(a) The Marketing Agent and Sponsor shall use their commercially reasonable efforts to develop any Related ETFs which the parties have agreed to develop pursuant to Article 9.1 or Article 9.2 . For the avoidance of doubt, unless otherwise agreed to in writing by the parties, the parties shall bear their own costs and expenses connected with any such development.

(b) If at the time of the termination of this Agreement a registration statement or similar document has been formally filed with the Commission for any Related ETF which the parties have agreed to develop pursuant to Article 9.1 or Article 9.2 , unless otherwise agreed to in writing signed by the parties, the parties shall cease such development and each party shall have the right to develop such Related ETF on its own or with any third party.

9.4 Dual Listing Rights . The Marketing Agent and the Sponsor shall jointly negotiate any dual listing rights relating to each Fund which they bring to market. Any revenue derived from such listings will be shared equally between the Marketing Agent, on the one hand, and Sponsor, on the other.

9.5 Options and Derivatives . The Marketing Agent, on the one hand, and Sponsor, on the other hand, will share equally any and all fees earned from licensing the right to list option contracts and other exchange-traded derivatives that are specific to each Fund which they bring to market.

ARTICLE 10

INDEMNIFICATION

10.1 Indemnification of Marketing Agent . The Sponsor agrees to indemnify, defend and hold harmless the Marketing Agent, its partners, stockholders, members, directors, officers and employees and any Affiliate of the foregoing, and the successors and assigns of each of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Marketing Agent or any such person may incur under the U.S. federal securities laws, applicable non-U.S. laws, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon:

(a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended or supplement), in a Prospectus (the term Prospectus for the purpose of this Article 10.1 being deemed to include the Prospectus and the Prospectus as amended or supplemented), or any Issuer Free Writing Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required

to be stated in either such Registration Statement, Prospectus or Issuer Free Writing Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of the Marketing Agent to the Sponsor expressly for use in such Registration Statement, such Prospectus or Issuer Free Writing Prospectus;

(b) any untrue statement or alleged untrue statement of a material fact or breach by the Sponsor of any representation or warranty contained in a Fund’s Product Annex or in any certificate delivered by the Sponsor pursuant to a Fund’s Product Annex;

(d) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided by the Sponsor or based upon written information furnished by or on behalf of the Sponsor or a Fund’s trustee, if applicable, including, without limitation, slides, videos, films or tape recordings used in connection with the marketing of Shares;

(e) circumstances surrounding third party allegations relating to patent and contract disputes as described in the offering disclosure documents applicable to any Fund governed by this Agreement; and/or

(f) the Marketing Agent’s performance of its duties under this Agreement except in the case of this clause (f), for any loss, damage, expense, liability or claim resulting from the gross negligence or willful misconduct of the Marketing Agent.

In no case is the indemnity of the Sponsor in favor of the Marketing Agent and such other persons as are specified in this Article 10.1 to be deemed to protect the Marketing Agent and such persons against any liability to the Sponsor, a Fund’s trustee, if applicable, or a Fund to which the Marketing Agent would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

If any action, suit or proceeding (each, a “ Proceeding ”) is brought against the Marketing Agent or any such person in respect of which indemnity may be sought against the Sponsor pursuant to this Article 10.1 , the Marketing Agent or such person shall promptly notify the Sponsor in writing of the institution of such Proceeding and the Sponsor shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Sponsor shall not relieve it from any liability which it may have to the Marketing Agent or any such person except

to the extent that it has been materially prejudiced by such failure and has not otherwise learned of such Proceeding. The Marketing Agent or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Marketing Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Sponsor in connection with the defense of such Proceeding or the Sponsor shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Sponsor (in which case the Sponsor shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Sponsor and paid as incurred (it being understood, however, that the Sponsor shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sponsor shall not be liable for any settlement of any Proceeding effected without the Sponsor’s written consent but if settled with the Sponsor’s written consent, the Sponsor agrees to indemnify and hold harmless the Marketing Agent and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 Business Days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

10.2 Indemnification of Sponsor .

(a) The Marketing Agent agrees to indemnify, defend and hold harmless each of the Sponsor and its partners, stockholders, members, directors, officers, employees and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Sponsor any such person may incur under the 1933 Act, the 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or

claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of the Marketing Agent to the Sponsor expressly for use in the Registration Statement (or in the Registration Statement as amended or supplemented by any post-effective amendment thereof) or in a Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading.

(b) If any Proceeding is brought against the Sponsor or any person referred to in Article 10.2(a) in respect of which indemnity may be sought against the Marketing Agent pursuant to the foregoing paragraph, the Sponsor or such person shall promptly notify the Marketing Agent in writing of the institution of such Proceeding and the Marketing Agent shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Marketing Agent shall not relieve the Marketing Agent from any liability which the Marketing Agent may have to the Sponsor or any such person or otherwise. The Sponsor or such person shall have the right to employ their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sponsor or such person unless the employment of such counsel shall have been authorized in writing by the Marketing Agent in connection with the defense of such Proceeding or the Marketing Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Marketing Agent (in which case the Marketing Agent shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Marketing Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Marketing Agent), in any of which events such fees and expenses shall be borne by the Marketing Agent and paid as incurred (it being understood, however, that the Marketing Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Marketing Agent shall not be liable for any settlement of any such Proceeding effected without the written consent of the Marketing Agent but if settled with the written consent of the Marketing Agent, the Marketing Agent agrees to indemnify and hold harmless the Sponsor and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written

consent if (i) such settlement is entered into more than 60 Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 Business Days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding.

10.3 Contribution . If the indemnification provided for in this Article 10 is unavailable to an indemnified party under Article 10.1 or 10.2 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Sponsor and a Fund, on the one hand, and the Marketing Agent, on the other hand, from the services provided hereunder or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Sponsor and a Fund on the one hand and of the Marketing Agent on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Sponsor and a Fund on the one hand and the Marketing Agent on the other shall be deemed to be in the same respective proportions as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by a Fund, plus the fees received by the Sponsor, on the one hand, and the total fees received by the Marketing Agent, on the other hand, bear to the aggregate public offering price of Shares. The relative fault of the Sponsor and a Fund on the one hand and of the Marketing Agent on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Sponsor, the Marketing Agent and a Fund or by the Marketing Agent and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this Article 10.3 shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.

10.4 Equitable Considerations . The Sponsor and the Marketing Agent agree that it would not be just and equitable if contribution pursuant to this Article 10 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Article 10.3 above. Notwithstanding the provisions of this Article 10 , the Marketing Agent shall not be

required to contribute any amount in excess of the amount of the fees received by it hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

10.5 Survival of Indemnity and Contribution . The indemnity and contribution agreements contained in this Article 10 and the covenants, warranties and representations of the Sponsor contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Marketing Agent, its partners, stockholders, members, directors, officers, employees and or any person (including each partner, stockholder, member, director, officer or employee of such person) who controls the Marketing Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, or by or on behalf of each of the Sponsor, a Fund, their partners, stockholders, members, directors, officers, employees or any person who controls the Sponsor or a Fund within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and shall survive any termination of this Agreement or the initial issuance and delivery of Shares. The Sponsor and the Marketing Agent agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Sponsor, against any of the Sponsor’s officers or directors in connection with the issuance and sale of Shares, or in connection with the Registration Statement or the Prospectus.

10.6 Information Provided by Marketing Agent . For each Fund, the parties will agree on what information will constitute the information furnished by or on behalf of the Marketing Agent, as such information is referred to in Article 10.1 hereof and in the relevant representations and warranties set forth in the Product Annexes.

ARTICLE 11

TERM AND TERMINATION

11.1 Term .

(a) This Agreement shall become effective on the date hereof and will continue in effect so long as either the GLD Agreement or a Product Annex remains in effect (the “ Term ”). For the avoidance of doubt, at the end of a Fund’s Product Annex Term, this Agreement will terminate with respect to that Fund.

(b) Except for the Product Annex for Low Priced Gold ETF as set forth in Article 11.1(c) below, each Product Annex shall become effective on the date of its execution and continue for the term that is the number of years listed in the Fund’s Product Annex, and will last until its expiration or the earlier termination of such Product Annex in accordance with Article 11.2 (the “ Product Annex Term ”). Except for the Product Annex for Low Priced Gold ETF, each Product Annex will automatically be renewed for successive periods equal to the number of years listed in the Fund’s Product Annex, unless terminated pursuant to Article 11.2 .

(c) The Product Annex for Low Priced Gold ETF shall become effective on the date of its execution and continue for a term of (5) years from the date of its execution, and will last until its expiration or the earlier termination of such Product Annex in accordance with Article 11.2 (the “ Product Annex Term ”). The Product Annex for Low Priced Gold ETF will automatically be renewed for successive two (2) year periods, unless terminated pursuant to Article 11.2 .

11.2 Early Termination of a Product Annex .

(a) No later than twelve (12) months prior to the end of a Product Annex Term with respect to a Fund, either the Marketing Agent, on the one hand, or the Sponsor, on the other hand, may terminate such Product Annex, effective as of the end of the Product Annex Term, by delivering written notice of non-renewal to the other parties. If the Sponsor terminates this Agreement pursuant to this Article 11.2(a) , the Sponsor shall be responsible for paying the Termination Payment Amount pursuant to Article 11.2(f) .

(b) Termination by the Sponsor.

(i) Termination Subject to the Termination Payment Amount

(A) The Sponsor may, at its discretion, terminate a Product Annex with respect to a Fund upon a Change of Control of the Marketing Agent, provided that the Sponsor shall be responsible for paying the Termination Payment Amount pursuant to Article 11.2(f) .

(ii) Terminations Not Subject to the Termination Payment Amount

(A) The Sponsor may, at its discretion, terminate a Product Annex with respect to a Fund if the Marketing Agent announces that it is no longer engaged in the business of structuring, sponsoring, forming, managing, operating, selling, marketing, promoting or distributing ETFs as a result of the wind-down of such business. In such case, the Sponsor will pay no Termination Payment Amount to the Marketing Agent.

(B) The Sponsor may, at its discretion, terminate a Product Annex with respect to a Fund if the Marketing Agent is convicted of, or enters a plea of nolo contendere to a felony or any crime involving dishonesty, breach of trust or unethical business conduct in connection with the performance of its obligations under this Agreement with respect to the Fund governed by the Product Annex or commits any intentional and/or willful act of fraud related to, connected with or otherwise affecting its performance of its obligations under this Agreement with respect to the Fund governed by the Product Annex. In such case, the Sponsor will pay no Termination Payment Amount to the Marketing Agent.

(C) The Sponsor may terminate a Product Annex with respect to a Fund if, as a result of the Marketing Agent’s wilful malfeasance, the Marketing Agent has caused the Sponsor to materially violate applicable Law or suffer material reputational harm with respect to the Fund governed by such Product Annex. In such case, the Sponsor will pay no Termination Payment Amount to the Marketing Agent.

(i) The Marketing Agent may terminate this Agreement if, as a result of the Sponsor’s willful malfeasance, the Sponsor has caused the Marketing Agent to materially violate applicable Law or suffer material reputational harm to the extent that the Marketing Agent is no longer able to continue as the Marketing Agent under the Agreement.

(ii) If the Marketing Agent terminates a Product Annex with respect to a Fund pursuant to this Article 11.2(c) , the Sponsor shall be responsible for paying the Termination Payment Amount pursuant to Article 11.2(f) .

(d) The Sponsor, on the one hand, or the Marketing Agent, on the other hand, may terminate a Product Annex with respect to a Fund upon written notice to the other if:

(i) the Fund is terminated pursuant to the Fund Document,

(ii) the other party becomes insolvent or bankrupt or files a voluntary petition, or is subject to an involuntary petition, in bankruptcy or attempts to or makes an assignment for the benefit of its creditors or consents to the appointment of a trustee or receiver, provided that the Sponsor may not terminate a Product Annex pursuant to this provision if the event relates to the Sponsor, a Fund or a Fund’s trustee, if applicable, or

(iii) the other party willfully and materially breaches its obligations under this Agreement with respect to the Fund governed by the Product Annex and such breach has not been cured to the reasonable satisfaction of the non-breaching party prior to the expiration of ninety (90) days after notice by the non-breaching party to the breaching party of such breach.

(iv) If the Sponsor or the Marketing Agent terminates a Product Annex pursuant to this Article 11.2(d) , the Sponsor will pay no Termination Payment Amount to the Marketing Agent.

(e) Each party shall have the right to terminate a Product Annex pursuant to this Article 11.2 by delivering written notice thereof (such notice, a “ Termination Notice ”) to the other party, specifying in reasonable detail the facts and circumstances giving rise to such termination, such termination to be effective upon receipt of such Termination Notice by the other party and, in the case of a termination pursuant to Article 11.2(b)(i)(A) , the receipt of the Sponsor’s agreement to pay the Termination Payment Amount on each Termination Payment Date in accordance with Article 11.2(f) (such date, the “ Termination Date ”). If there shall be any dispute between the Marketing Agent and the Sponsor as to whether a cause for termination has occurred, then, where the Sponsor has sent a Termination Notice to the Marketing Agent, the Termination Date shall not be effective unless (a) a court of competent jurisdiction has found that such cause for termination has occurred and, if either party decides to appeal such finding within ten (10) business days, (b) such finding has been upheld on an appeal by a court of competent jurisdiction. If there is a dispute as to whether a cause for termination has occurred, the Sponsor shall place all Marketing Agent Fees accrued by the Marketing Agent subsequent to the Termination Date (where the Sponsor has sent a Termination Notice to the Marketing Agent) or the amount due on each Termination Payment Date under Article 11.2(f) (where the Marketing Agent has sent a Termination Notice to the Sponsor pursuant to Article 11.2(c)) in escrow, pending the final adjudication and appeal, if any, of such dispute. The Marketing Agent Fees or the Termination Payment Amount will be released from escrow to the prevailing party upon resolution of the legal proceedings described under this Article 11.2(e).

(f) Each of the parties acknowledges and agrees that the other party may, subsequent to execution of this Agreement, make significant investments of time, money and resources into the establishment of each Fund, and consequently create substantial value. In consideration for such investment and value creation, following any termination of a Product Annex by the Sponsor pursuant to Article 11.2(a) or Article 11.2(b)(i)(A) or by the Marketing Agent pursuant to Article 11.2(c) , the Sponsor shall be obligated to pay the Marketing Agent on each Termination Payment Date a certain amount of Marketing Agent Fees that would be paid with respect to the Fund governed by such Product Annex (the “ Termination Payment Amount ”). For the avoidance of doubt, no Termination Payment Amount shall be payable by the Sponsor if the Marketing Agent terminates a Product Annex pursuant to Article 11.2(a) .

With respect to all Funds other than a Low Priced Gold ETF, the Termination Payment Amount will be identified in the relevant Fund’s Product Annex and expressed in terms of years and months, divided by the

number of months necessary to provide for equal payments on each Termination Payment Date. The Termination Payment Amount for Low Priced Gold ETF shall be equal to 1/24 ^th of an amount equal to two (2) years of the Marketing Agent Fees that would be paid with respect to Low Priced Gold ETF. The Termination Payment Amount for a Fund shall be calculated using the daily net asset value average of the Fund for either (i) the 6 month period immediately preceding the Termination Date or (ii) the life of the Fund, if the Fund has been in existence for less than 6 months. To the extent that the Fund has been in existence for less than the number of years and months used to express the Termination Payment Amount, the Termination Payment Amount will be capped at the number of years and months in which the Fund has been in existence and the Termination Payment Dates shall be adjusted accordingly.

Pursuant to a separate agreement, the Sponsor shall grant a security interest to the Marketing Agent to secure the Marketing Agent’s interest in, and receipt of, the Termination Payment Amount for as long as the Sponsor is obligated to pay the Termination Payment Amount on any Termination Payment Date.

(g) Each of the parties acknowledges that the obligations, covenants, agreements and conditions contained in Exhibit A and Exhibit B serve as guidelines for the relationship between the Sponsor and Marketing Agent with respect to each Fund governed by a Product Annex, and failure to comply with any such individual obligation, covenant, agreement or condition shall not constitute a material breach of the relevant Product Annex nor a cause for termination; provided, however, failure to comply with multiple provisions of Exhibit A and Exhibit B may give rise to a cause for termination if such failures otherwise meet the requirements of Article 11.2(d)(iii) .

11.3 Consequences of Termination .

(a) Upon any termination of a Product Annex, the following will occur:

(i) The Related Agreements shall each terminate in accordance with their terms, to the extent necessary;

(ii) The parties shall, as soon as practical, take such actions as may be necessary to change the name of the Fund so as to not include “SPDR®” and to cease using the “SPDR®” name for any other purpose connected with the Fund;

(iii) The Marketing Agent will no longer use the service marks owned by the Sponsor with respect to the Fund governed by the Product Annex and may not use such service marks without the express written approval of the Sponsor; and

(iv) The parties shall cooperate reasonably with each other in connection with any notices or filings to be made with any governmental or regulatory body required as a result of such termination, including the filing of any supplement or amendment to the Registration Statement or Prospectus as a result of such termination.

(b) In the event of the expiration or termination of a Product Annex, this Agreement with respect to the Fund governed by the Product Annex shall be of no further force or effect, provided that such expiration or termination shall not affect any obligation or liability of any party for breach of any provisions of this Agreement prior to the date of such expiration or termination and that Articles 3.6 , 5 (any fee due under such Article to be pro rated to the date of termination), 10 , 11 , 12 , 13 and 14 of this Agreement shall each survive the expiration or termination of this Agreement.

ARTICLE 12

CONFIDENTIALITY

12.1 Confidentiality .

(a) The parties shall during the Term and for one (1) year thereafter maintain in confidence, use only for the purposes provided for in this Agreement and the Related Agreements, and not disclose to any third party, without first obtaining the other party’s consent in writing, any and all Confidential Information (as defined below) such party receives from the other party; provided, however, that either party may disclose Confidential Information received from the other party to those of its Representatives as may be necessary for such party to carry out its obligations under this Agreement and the Related Agreements. “ Confidential Information ” shall mean all information or data of a party that is disclosed to or received by the other party, whether orally, visually or in writing, in any form, including, without limitation, information or data which relates to such party’s business or operations, research and development, marketing plans or activities, or actual or potential products.

(b) Notwithstanding the provisions of this Agreement to the contrary, a party shall have no liability to the other party for the disclosure or use of any Confidential Information of the other party if the Confidential Information:

(i) is known to such party at the time of disclosure other than as the result of a breach of this Article 12 by such party;

(ii) has been or becomes publicly known, other than as the result of a breach of this Article 12 by such party, or has been or is publicly disclosed by the other party;

(iii) is received by such party after the date of this Agreement from a third party (unless such third party breaches an obligation of confidentiality to the other party); or

(iv) is required to be disclosed by Law or similar compulsion or in connection with any legal proceeding, provided that such party shall promptly inform the other party in writing of such requirement and that such disclosure shall be limited to the extent so required and, except to the extent prohibited by Law, such party shall reasonably cooperate with the other party (at the expense of the other party) in seeking a protective order or other suitable confidentiality protections.

(c) The parties recognize and acknowledge that a breach or threatened breach by a party of the provisions of this Article 12 may cause irreparable and material loss and damage to the other party which cannot be adequately remedied at law and that, accordingly, in addition to, and not in lieu of, any damages or other remedy to which the non-breaching party may be entitled, the issuance of an injunction or other equitable remedy (without the requirement that a bond or other security be posted) is an appropriate remedy for the non-breaching party for any breach or threatened breach of the obligations set forth in this Article 12 .

(d) Each party agrees that it will use the same degree of care, but no less than a reasonable degree of care, in safeguarding the Confidential Information of the other party as it uses for its own Confidential Information of a similar nature. Each party shall promptly notify the other party in writing of any misuse, misappropriation or unauthorized disclosure of the Confidential Information of the other party which may come to such party’s attention.

(e) Upon the termination of this Agreement, if requested in writing by the other party, each party shall, at such party’s option, promptly destroy or return to the other party all Confidential Information received from the other party, all copies and extracts of such Confidential Information and all documents or other media containing any such Confidential Information.

ARTICLE 13

MISCELLANEOUS

13.1 No Third Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any Person other than the parties hereto, the indemnities referred to in this Agreement and their respective successors and assigns.

13.2 Entire Agreement . This Agreement, the Product Annexes for the Funds governed by this Agreement and the Related Agreements (including any schedules and exhibits attached hereto and thereto) contain all of the agreements among the parties hereto and thereto with respect to the transactions contemplated hereby and thereby and supersede all prior agreements or understandings, whether written or oral, among the parties with respect thereto.

13.3 Termination of Product Annexes . Each Product Annex is incorporated into, and constitutes part of, this Agreement. However, a Product Annex may be terminated in accordance with its terms and any such termination does not constitute a termination of this Agreement.

13.4 Amendment and Modification . This Agreement may be amended, modified or supplemented only by a written instrument executed by all the parties.

13.5 Successors and Assigns: Assignment . All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Unless required by applicable Law, this Agreement shall not be assigned by any party without the prior written consent of the other parties.

13.6 Waiver of Compliance . Except as otherwise provided in this Agreement, any failure of any of, the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but any such waiver, or the failure to insist upon strict compliance with any obligation, covenant, agreement or condition herein, shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure or breach.

13.7 Severability . The parties hereto desire that the provisions of this Agreement be enforced to the fullest extent permissible under the Law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

13.8 Notices . All notices, waivers, or other communications pursuant to this Agreement shall be in writing and shall be deemed to be sufficient if delivered personally, by facsimile (and, if sent by facsimile, followed by delivery by nationally-recognized express courier), sent by nationally-recognized express courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be, specified by like notice):

(a)

if to Sponsor, to:

World Gold Trust Services, LLC

510 Madison Avenue

New York, New York 10022

Attention: William Rhind

Telephone: (212) 317-3844

Facsimile: (212) 688-0410

(b)

if to the Marketing Agent, to: (a)

State Street Global Markets, LLC

One Lincoln Street

Boston, Massachusetts 02111

Attention: James Ross

Telephone: (617) 664-2043

Facsimile: (617) 664-2669

and

State Street Global Markets, LLC

One Lincoln Street

Boston, Massachusetts 02111

Attention: Nick Good

Telephone: (617) 664-3118

Facsimile: (617) 664-2669

All such notices and other communications shall be deemed to have been delivered and received (i) in the case of personal delivery or delivery by facsimile or e-mail, on the date of such delivery if delivered during business hours on a Business Day or, if not delivered during business hours on a Business Day, the first Business Day thereafter, (ii) in the case of delivery by nationally-recognized express courier, on the first Business Day following dispatch, and (iii) in the case of mailing, on the third Business Day following such mailing.

13.9 Governing Law; Jurisdiction .

(a) All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic Laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York will control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

(b) Each party irrevocably consents and agrees, for the benefit of the other parties, that any legal action, suit or proceeding against it with respect to its

obligations, liabilities or any other matter arising out of or in connection with this Agreement or any Related Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in the Borough of Manhattan, The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam , generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues. Each party irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or any Related Agreement or the transactions contemplated hereby or thereby which is instituted in any court of the State of New York or any court of the United States of America located in the Borough of Manhattan, The City of New York.

The provisions of this Article 13.9 shall survive any termination of this Agreement and the Related Agreements, in whole or in part.

13.10 No Partnership . Nothing in this Agreement is intended to, or will be construed to constitute the Sponsor or a Fund, on the one hand, and the Marketing Agent or any of its Affiliates, on the other hand, as partners or joint venturers; it being intended that the relationship between them will at all times be that of independent contractors.

13.11 Force Majeure . Neither the Sponsor, on the one hand, nor the Marketing Agent, on the other hand, will be liable to the other for any delay or failure to perform its obligations under this Agreement (except for the payment of money) if such delay or failure arises from or is due to any cause or causes beyond the reasonable control of the party affected which impedes, delays or aggravates any obligation under this Agreement, including, without limitation, acts of God, acts of any Governmental Entity, labor disturbances, act of terrorism or act of public enemy due to war, the outbreak or escalation of hostilities, riot, fire, flood, civil commotion, insurrection, severe or adverse weather conditions, power failure or computer or communications line failure.

13.12 Interpretation . The Article and Article headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

13.13 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.

13.14 Counterparts; Facsimile Signatures . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile counterpart signatures to this Agreement shall be acceptable and binding.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above.


WORLD GOLD TRUST SERVICES, LLC

By:

		Name: WILLIAM RHIND
		Title: CEO

STATE STREET GLOBAL MARKETS, LLC

By:
		Name:
		Title:

[Signature Page to Master Marketing Agent Agreement]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above.


WORLD GOLD TRUST SERVICES, LLC

By:

	Name:
	Title:

STATE STREET GLOBAL MARKETS, LLC

By:

	Name:	James E. Ross
	Title:	Director

[Signature Page to Master Marketing Agent Agreement]

EXHIBIT A

MARKETING AGENT SERVICES

1.	General Obligations .

(a)

The Marketing Agent shall market the Funds and Shares on a continuous basis, as more particularly described in this Exhibit A.

(b)

References in this Exhibit A to “marketing” include all forms of marketing activity, whether digital or terrestrial and whether direct or indirect, including, without limitation: public relations, advertising, sponsorship, conferences, events, sales and sales support, digital and social outreach.

(c)

Subject to necessary regulatory approvals, compliance with all applicable legal and regulatory requirements, and subject to fiduciary obligations owed to its/their clients, the Marketing Agent and/or its Affiliates shall perform the following services (“ Services ”):

be primarily responsible for promoting sales and marketing with respect to investment in Shares globally;

ii.

market Shares to identified client bases and additional channels globally, with the goal of attracting and retaining investments in Shares and use commercially-reasonable efforts to market the Funds;

iii.

develop and execute the Marketing Plan (as defined below) for executing and expending the Marketing Budget and participating in the joint review pursuant to Article 4.4 of this Agreement;

iv.

conduct public relations activities related to the marketing of Shares;

include the Funds in the Marketing Agent’s marketing and advertising of the ETF family;

vi.

include gold in strategic and tactical ETF research of the Marketing Agent, as the Marketing Agent may deem appropriate; and

vii.

incorporate the Funds into the “SPDR®” website (or any similar ETF-related website maintained by the Marketing Agent or its Affiliates).

2.	The Marketing Agent shall provide the Sponsor with copies of all written marketing materials distributed by it and its Affiliates connected with the Funds for the Sponsor’s review.

3.	Marketing Plan .

The Marketing Agent shall:

(a)

be responsible for development and execution of a marketing plan to execute and expend the Marketing Budget pursuant to Article 4.2(a) (each, a “ Marketing Plan ”) (to be mutually agreed on an annual basis in accordance with section 2 of Exhibit B ) for each Fund governed by this Agreement;

(b)

conduct a strategy meeting with the Sponsor at least annually, which shall include the review and agreement of the Marketing Plans for the following year; and

(c)

conduct an update meeting with the Sponsor at least once per calendar quarter, which shall include a review of progress against the Marketing Plans.

4.	Marketing Materials .

The Marketing Agent shall design, write and produce marketing materials; such materials may include, factsheets, product lists, key features documents, seminars and product presentations.

5.	Campaign Management .

(a)

The Marketing Agent shall, consistent with its obligation to execute and expend the Marketing Budget pursuant to Article 4.2(a) , initiate, develop and execute:

advertising campaigns;

ii.

media placement;

iii.

direct marketing campaigns; and

iv.

digital support.

Sales .

(a)

As appropriate, the Marketing Agent shall include the Funds in:

in-person client meetings conducted by the Marketing Agent with intermediary and institutional clients globally;

ii.

calling campaigns completed by the Marketing Agent; and

iii.

SPDR due diligence meetings conducted by the Marketing Agent with intermediary clients.

EXHIBIT B

JOINT GOVERNANCE BOARD

General

(a)

The Marketing Agent and Sponsor agree to coordinate with each other with respect to the Services and other issues contemplated in the Agreement with respect to the products covered by the Agreement (the “ Products ”) according to the following governance procedures.

(b)

The Marketing Agent and Sponsor agree that they will form a Joint Governance Board (“Joint Governance Board”) that will meet to discuss (i) sales, marketing, public relations and strategy; (ii) new product development; and (iii) operations, compliance and risk, as outlined further below. The Joint Governance Board will be composed of required participants, who will be required to meet on defined schedules, to discuss defined topics, and who will be required to produce certain deliverables, all as listed below.

(c)

In addition to Joint Governance Board meetings, the Marketing Agent and the Sponsor agree to designate employees to work together regularly on key areas outlined below.

(d)

The Chief Executive Officers of both parties also agree to coordinate jointly as outlined below.

(e)

These procedures should not be interpreted as preventing the parties from having more participants at a meeting than the required participants, coordinating more frequently, discussing topics in addition to those listed below, or producing more deliverables than listed below.

2.	Joint Governance Board

(a)

Participants – For the Marketing Agent, its Global Head of Exchange-Traded Funds (or equivalent or an appropriate delegate), Head of Sales and/or Marketing Activities of Exchange-Traded Funds (or equivalent or an appropriate delegate), and an employee primarily responsible for legal oversight with respect to the Products. For the Sponsor, its Managing Director of Investment (or equivalent or an appropriate delegate) and one employee of at least Director level.

(b)

Meeting Schedule – The Joint Governance Board will meet quarterly within 30 days of the 2 ^nd month of any quarter. All meetings will seek to be held in person but may also be held by telephone or videoconference. The Marketing Agent will be responsible for arranging all Joint Governance Board meetings.

(c)

Topics to be Discussed –

Sales, Marketing, Public Relations and Strategy – (1) Yearly Marketing Plans; (2) progress in meeting Marketing Plans; (3) Sales and client activity; and (4) Gold research and messaging.

ii.

New Products – (1) Marketing Agent’s suggestions for potential new products based on, among other things, feedback received by its marketers from investors; and (2) Sponsor’s progress report on new products being developed.

iii.

Operations, Legal, Compliance, and Risk – relevant operational, legal, compliance and risk issues with respect to any Product.

(d)

Deliverables –

At the first meeting during any calendar year, the Marketing Agent will present a written Marketing Plan for each Product, as defined in Exhibit A ;

ii.

At each quarterly meeting, the Marketing Agent will present a written Marketing Progress Report comparing quarterly marketing progress to the current year’s Marketing Plans, provided , however , that the Marketing Progress Report presented at the first meeting during any calendar year will compare marketing progress during the past year to the previous year’s Marketing Plans. The Marketing Progress Report will include updates on all areas covered in the yearly Marketing Plans;

iii.

At each quarterly meeting, the Sponsor will present any public relations, conference or other activities that relate to the Products, which have been completed in the prior quarter and are planned for the future;

iv.

At each quarterly meeting, each party will present in writing any potential new products that it intends to launch which are subject to the other party’s right of first refusal, including the terms under which the party wants the new product to be marketed or developed, as the case may be;

At each quarterly meeting, the Sponsor will present any written gold messaging materials that have been developed and an overview of plans for future developments;

vi.

At each quarterly meeting, each party will present in writing a report on any regulatory inquiries received by the party or threatened litigation known to the party; and

vii.

For each quarterly meeting, the Marketing Agent will produce post-meeting minutes.

(e)

Finalizing the Marketing Plan – Within 30 days of the first Joint Governance Board meeting of the year, the Marketing Agent and the Sponsor will jointly agree and finalize the yearly Marketing Plan for each Product. If the parties have a dispute over any issue in a Marketing Plan, the parties’ respective views will be noted in such Marketing Plan and the Chief Executive Officer of each party will jointly resolve the dispute, with the Marketing Plan from the immediately preceding year controlling with regards to the disputed issue during the interim. To the extent that the Chief Executive Officers are required to jointly resolve a dispute with regards to the first Marketing Plan under this Agreement, the 2014 Marketing Plan will control with regards to the disputed issue during the interim.

3.	CEO Meetings

(a)

Participants – The Chief Executive Officer of each party, or an appropriate delegate.

(b)

Meeting Schedule and Party Responsible for Arranging – Meetings will be held semi-annually. All meetings may be held in-person, by telephone or videoconference. The Sponsor will be responsible for arranging CEO meetings.

(c)

Topics to be Discussed – (i) overall relationship between the parties; and (ii) summary of issues and progress reports springing from the Joint Governance Board concerning (1) Sales Marketing, Public Relations and Strategy, (2) New Product Development, and (3) Operations, Compliance and Risk.

(d)

Deliverables and Party Responsible – The Sponsor will produce post-meeting minutes.

4.	Additional Joint Coordination

(a)

The parties will designate employees to work jointly between meetings of the Joint Governance Board on the issues outlined herein.

(b)

The Sponsor will provide the Marketing Agent’s employees responsible for marketing gold products with (i) gold research and messaging documents, and (ii) training on gold messaging. The Marketing Agent will seek to incorporate the Sponsor’s gold research and messaging into marketing collateral as it deems appropriate and subject to the Marketing Agent’s compliance and legal review and approval.

(c)

Each party will promptly inform the other party of any regulatory inquiries or threatened litigation known to or received by the party that is related to any Product.

EXHIBIT C

FORM OF PRODUCT ANNEX

This product annex (“ Product Annex ”) sets forth the understanding of State Street Global Markets, LLC (“ SSGM ”) and World Gold Trust Services, LLC (the “ Sponsor ”) regarding certain ancillary matters contemplated in the master marketing agent agreement made as of , 2015, by and between the Sponsor and SSGM (the “ Marketing Agent Agreement ”) and as further set forth herein. The proposed marketing arrangement for the Related ETF will be governed by the terms and conditions of the Marketing Agent Agreement, as amended from time to time. This Product Annex is incorporated into, and constitutes a part of, the Marketing Agent Agreement. Capitalized terms used herein but not defined have the meaning ascribed to them in the Marketing Agent Agreement.

Related ETF – Marketing Agent Relationship .

[ insert product name & description ].

The parties desire that SSGM is retained as marketing agent for the Related ETF and provide certain assistance with respect to the marketing of the Related ETF, and SSGM accepts such appointment and agrees to act in such capacity.

Marketing Agent Fee .

Marketing Agent Fee – Pursuant to Article 5.1(a) of the Marketing Agent Agreement, the Marketing Agent Fee shall be [ ].

Marketing Budget .

Marketing Budget – Pursuant to Article 4.2(a) of the Marketing Agent Agreement, the Marketing Budget shall be [ ].

Term . [Insert initial term and renewal term of the Product Annex.]

Termination Payment Amount . [Insert number of years and months of marketing fees that will be paid to SSGM if Product Annex is terminated for convenience.]

Product-Specific Representations & Warranties .

[ ]

Product-Specific Conditions .

[ ]

Product-Specific Covenants .

[ ]

Definitions .

“Fund Document” shall mean [ ].

[Signature Page Follows]

Please sign below to indicate your agreement with the foregoing.


Sincerely,

State Street Global Markets, LLC

By:
Name:
Title:
Date:

Agreed as of the date first set forth above:

World Gold Trust Services, LLC

By:
Name:
Title:
Date:

PRODUCT ANNEX 1

TO MASTER MARKETING AGENT AGREEMENT

JULY 5, 2016

This product annex (“ Product Annex ”) sets forth the understanding of State Street Global Markets, LLC (“ SSGM ”) and WGC USA Asset Management Company, LLC (the “ Sponsor ”) (together, the “ Parties ”) regarding certain matters contemplated in the Master Marketing Agent Agreement made as of July 17, 2015, by and between World Gold Trust Services, LLC and SSGM (the “ Marketing Agent Agreement ”) and as further set forth herein. The parties agree that the proposed marketing arrangement for the Related ETFs set forth in this Product Annex (the “ Related ETFs ”) will be governed by the terms and conditions of the Marketing Agent Agreement, as amended from time to time, and that the terms and conditions of such Marketing Agent Agreement are hereby incorporated into this Product Annex, and this Product Annex shall serve as a Product Annex for purposes of the Marketing Agent Agreement. For the sole and limited purpose of this Product Annex, references in the Marketing Agent Agreement to World Gold Trust Services, LLC shall be construed to refer in all instances to the WGC USA Asset Management Company, LLC as’ Sponsor. SSGM acknowledges and agrees that World Gold Trust Services, LLC has no responsibility, liability or obligation under or with respect to this Product Annex, and that WGC USA Asset Management Company LLC retains and assumes all responsibility, liability and obligation under or with respect to this Product Annex. Capitalized terms used herein but not defined have the meaning ascribed to them in the Marketing Agent Agreement.

Related ETFs - Marketing Agent Relationship

The Global Currency Gold Trust (Symbol: GGLD ) will seek to track a specified Long Gold / Long USD Index that performs as though an investor gets (1) a long gold exposure and (2) a long US Dollar exposure versus a basket of currencies comprised of the Euro, the British Pound, the Japanese Yen, the Canadian Dollar, the Swedish Krona and the Swiss Franc. This Product Annex also covers the following similar products with single currency overlays consisting of–

The Euro Gold Trust (Symbol: EGLD ), which will seek to track a specified Long Gold / Short Euro Index that performs as though an investor gets (1) long gold exposure and (2) short Euro exposure;

ii.

The Pound Gold Trust (Symbol: GLDP ), which will seek to track a specified Long Gold / Short British Pound Index that performs as though an investor gets (1) long gold exposure and (2) short British Pound exposure; and

iii.

The Yen Gold Trust (Symbol: YGLD ), which will seek to track a specified Long Gold / Short Japanese Yen Index that performs as though an investor gets (1) long gold exposure and (2) short Japanese Yen exposure;

Note that this Product Annex will cover the Related ETFs notwithstanding any changes that may be made to the fund names or symbols of the Related ETFs.

The parties desire that SSGM is retained as exclusive marketing agent for the Related ETFs and provide certain assistance with respect to the marketing of the Related ETFs, and SSGM accepts such appointment and agrees to act in such capacity.

Marketing Agent Fee

The Marketing Agent shall be paid, by the Sponsor from the Sponsor’s fee payable pursuant to the Amended and Restated Agreement and Declaration of Trust of Global Currency Gold Trust, for the services of the Marketing Agent and its Affiliates as marketing agent to the Trust hereunder, a fee (the “Marketing Agent Fee”) from the Trust in an annual amount as agreed to by the parties.

Marketing Budget

There shall be no separate Marketing Budget for the Related ETFs. The GLD® Marketing Budget may be used for the product(s) covered by this Product Annex, as mutually agreed by the Parties from time to time.

Term

This Product Annex shall become effective on the launch date of the first product(s) (the “ Effective Date ”) and continue to and including July 16, 2022 (the “Initial Term”) or the earlier termination of this Product Annex in accordance with Article 11.2 of the Marketing Agent Agreement (the “ Product Annex Term ”). This Product Annex will automatically be renewed for successive two (2) year periods, unless terminated pursuant to Article 11.2 of the Marketing Agent Agreement.

Termination Payment Amount

If a Related ETF is terminated, the Termination Payment Amount that the Sponsor is obligated to pay the Marketing Agent under Article 11.2(a), 11.2(b)(i) or 11.2(c)(ii) with respect to such Related ETF on each Termination Payment Date is an amount equal to [ ] for such Related ETF calculated in accordance with Article 11.2(f) of the Marketing Agent Agreement, divided by sixty (60) and payable on a monthly basis, provided that –

If, at two (2) years from the Effective Date of the Product Annex or at any time thereafter, the aggregate AUM of the Related ETFs is (A) less than $[ ] USD, the Sponsor will pay no Termination Payment with respect to such Related ETF, or (B) equal to or greater than $[ ] USD but less than $[ ] USD, the Sponsor will pay [ ] such Related ETF calculated in accordance with Article 11.2(f) of the Marketing Agent Agreement, divided by twelve (12) and payable on a monthly basis.

ii.

If, at the end of the Initial Term or at any time thereafter, the aggregate AUM of the Related ETFs is (A) [ ], the Sponsor will pay no Termination Payment with respect to such Related ETF, or (B) equal to or greater than $[ ] USD but less than $[ ] USD, the Sponsor will pay [ ] for such Related ETF calculated in accordance with Article 11.2(f) of the Marketing Agent Agreement, divided by twelve (12) and payable on a monthly basis.

Product-Specific Representations & Warranties – WGC USA Asset Management Company, LLC represents and warrants that it is registered with the National Futures Association as a commodity pool operator and swap firm, NFA ID # 0487937, and will maintain all requisite licenses and registrations for so long as is required to operate any of the Related ETFs. Product-Specific Conditions – None.

Product-Specific Covenants – None.

Definitions

“Fund Document” shall mean the Amended and Restated Agreement and Declaration of Trust of Global Currency Gold Trust, as amended from time to time.

[SIGNATURE PAGE FOLLOWS]

Signed and Agreed:


STATE STREET GLOBAL MARKETS LLC




Name:		NICHOLAS GOOD

Title:		SR. MANAGING DIRECTOR


WGC USA ASSET MANAGEMENT COMPANY, LLC




Name:		GREG COLLETT

Title:		PRINCIPAL EXECUTIVE OFFICER

Exhibit 99.1

LOGO

GUIDELINE

GLD ^® Long USD Gold Index

Version 0.7 dated 19 July 2016

LOGO

Contents


Introduction

1 Index specifications

1.1 Short name and ISIN

1.2 Initial value

1.3 Distribution

1.4 Prices and calculation frequency

1.5 Index Disruption Events

1.5a Extraordinary Events

1.6 Decision-making bodies and handling of Index Disruption Events and Extraordinary Events

1.7 Publication

1.8 Historical data

1.9 Licensing

2 Composition of the Index

2.1 Currency Pairs, Target Weights, Rebalancing

3 Calculation of the Index

3.1 Determination of the Index level

3.2 Accuracy

4 Definitions

5 Appendix

5.1 Contact data

5.2 Calculation of the Index – change in calculation method

This document contains the underlying principles and rules regarding the structure and operation of the GLD ^® Long USD Gold Index. Solactive AG shall make every effort to implement the rules. Solactive AG does not offer any explicit or tacit guarantee or assurance, neither pertaining to the results from the use of the Index nor the Index value at any certain point in time nor in any other respect. The Index is merely calculated and published by Solactive AG and it strives to the best of its ability to ensure the correctness of the calculation. There is no obligation for Solactive AG – irrespective of possible obligations to issuers – to advise third parties, including investors and/or financial intermediaries, of any errors in the Index. The publication of the Index by Solactive AG is not a recommendation for capital investment and does not contain any assurance or opinion of Solactive AG regarding a possible investment in any financial instrument based on this Index.

Introduction

This document is to be used as a guideline with regard to the composition, calculation and management of the GLD ^® Long USD Gold Index . Changes to this guideline may be initiated from time to time by the Committee, as specified in section 1.6. The GLD ^® Long USD Gold Index is calculated and published by Solactive AG. The name “Solactive” is copyrighted.

1 Index specifications

The GLD ^® Long USD Gold Index (“GLD ^® Long USD Gold Index”, the “Index”) is an Index of Solactive AG and is calculated and distributed by Solactive AG.

The GLD ^® Long USD Gold Index aims to track the daily performance of a hypothetical long position in physical gold and a short position in a basket of non-USD currencies (the “ FX Basket ”). The specific currencies and weights of the FX Basket are as follows: (i) Euro (57.6%), (ii) Japanese Yen (13.6%), (iii) British Pound Sterling (11.9%), (iv) Canadian Dollar (9.1%), (v) Swedish Krona (4.2%) and (vi) Swiss Franc (3.6%). Each of physical gold and each of the non-USD currencies in the FX Basket shall be an “Index Component”.

The Index will perform as follows:

•

If the price of gold increases and USD appreciates against the FX Basket, the Index level will rise;

•

If the price of gold decreases and USD depreciates against the FX Basket, the Index level will fall;

•

If the price of gold increases by a greater percentage than the USD depreciates against the FX Basket, the Index level will rise;

•

If the price of gold increases but the USD depreciates against the FX Basket by a greater percentage, the Index level will fall.

The Index is calculated and published in USD every Index Business Day (barring an Index Disruption Event or Extraordinary Event).

1.1 Short name and ISIN

The Solactive GLD ^® Long USD Gold Index is distributed under ISIN DE000SLA2K90; the WKN is SLA2K9. The Index is published on Reuters under the code < .SOLGGLDE > and on Bloomberg under the code < SOLGGLDE Index >.

Further a real time value of the index is distributed under ISIN DE000SLA2LA6; the WKN is SLA2LA. The Index is published on Reuters under the code < .SOLGGLDL > and on Bloomberg under the code < SOLGGLDL Index >.

1.2 Initial value

The Index in terms of a number of ounces of gold is based on 1 at the close of trading on the start date, 3 ^rd January 2007.

1.3 Distribution

The GLD ^® Long USD Gold Index is published via the price marketing services of Boerse Stuttgart AG and is distributed to all affiliated vendors. Each vendor decides on an individual basis whether to distribute and/or display the GLD ^® Long USD Gold Index.

1.4 Prices and calculation frequency

1.4.1 Index Closing Level

In calculating the Index Closing Level, the following shall be used: (i) For gold: the LBMA A.M. Gold Price; and (ii) for each of the Currency Pairs consisting of the USD and the currencies in the FX Basket, the WMCO 9am UK FX spot rate. The precise calculation is described in more detail in Section 3.

In the event that there is: (i) an incorrect calculation made in respect of the Index Closing Level; or (ii) any Gold Price or FX Price is corrected by the price source for that price, then the Index Closing Level as previously calculated shall be adjusted, on a retrospective basis, as soon as the Committee becomes aware of the occurrence of that event, as follows: (a) where (i) applies, the Committee shall undertake a correction to the calculation made in respect of the Index Closing Level for that day; and (b) where (ii) applies, the Committee shall make such adjustment as has been made by the price source for the purposes of calculating the Index Closing Level for the affected day. In each case, the Committee shall distribute such corrected or adjusted Index Closing Level through Reuters.

In the event that there is any disruption, for any reason, to the calculation or publication of those spot prices being used for the purposes of such calculation, or in the event that data is not provided to Reuters or to the pricing services of Boerse Stuttgart AG, then this may result in a disruption to the calculation of the Index Closing Level, meaning that the Index is unable to be distributed. Such disruption shall only continue for so long as the underlying price source continues to be unavailable for the purposes of calculation of the Index Level or any of the components of the Index.

1.5 Index Disruption Events

It shall be an Index Disruption Event if either an FX Basket Disruption Event or Gold Disruption Event occurs or exists; provided that, where an Extraordinary Event has occurred or exists, such Extraordinary Event shall take precedence.

“ FX Basket Disruption Event ” means the occurrence and existence of any of the following on any Index Business Day with respect to the FX Basket Currencies forming part of the FX Basket:

(i)

an event, circumstance or cause (including, without limitation, the adoption of or any change in any applicable law or regulation) that has had or would reasonably be expected to have a materially adverse effect on the availability of a market for converting such FX Basket Currency to US Dollars (or vice versa), whether due to market illiquidity, illegality, the adoption of or change in any law or other regulatory instrument, inconvertibility, establishment of dual exchange rates or foreign exchange controls or the occurrence or existence of any other circumstance or event, as determined by the Index Committee; or

(ii)

the failure of the FX price source to announce or publish the relevant spot exchange rates for any FX Basket Currency in the FX Basket; or

(iii)

any event or any condition that (I) results in a lack of liquidity in the market for trading any FX Basket Currency that makes it impossible or illegal for market participants (a) to convert from one currency to another through customary commercial channels, (b) to effect currency transactions in, or to obtain market values of, such, currency, (c) to obtain a firm quote for the related exchange rate, or (d) to obtain the relevant exchange rate by reference to the applicable price source; or (II) leads to a currency peg regime; or

(iv)

the declaration of (a) a banking moratorium or the suspension of payments by banks, in either case, in the country of any currency used to determine any FX Basket Currency exchange rate, or (b) capital and/or currency controls (including, without limitation, any restriction placed on assets in or transactions through any account through which a non-resident of the country of any currency used to determine the currency exchange rate may hold assets or transfer monies outside the country of that currency, and any restriction on the transfer of funds, securities or other assets of market participants from, within or outside of the country of any currency used to determine the applicable exchange rate.

“ Gold Disruption Event ” means the occurrence and existence of any of the following on any Index Business Day with respect to Gold:

(i)

(a) the failure of the LBMA to announce or publish the LBMA Gold Price (or the information necessary for determining the price of Gold) on that Index Business Day, (b) the temporary or permanent discontinuance or unavailability of the LBMA or the LBMA Gold Price; or

(ii)

the material suspension of, or material limitation imposed on, trading in Gold by the LBMA; or

(iii)

an event that causes market participants to be unable to deliver gold bullion loco London under rules of the LBMA by credit to an unallocated account at a member of the LBMA; or

(iv)

the permanent discontinuation of trading of Gold on the LBMA or any successor body thereto, the disappearance of, or of trading in, Gold; or

(v)

a material change in the formula for or the method of calculating the price of Gold, or a material change in the content, composition or constitution of Gold.

1.5a Extraordinary Events

It shall be an Extraordinary Event if an Index Disruption Event continues for 10 Index Business Days. In the case of an Extraordinary Event, the Committee shall be responsible for selecting that price or component which is to be used in place of that price or component which is or has become unavailable (so changing the composition of the Index to substitute that price or component which has become unavailable).

1.6 Decision-making Bodies for Index Disruption Events and Extraordinary Events

A Committee composed of staff from Solactive AG is responsible for decisions regarding the composition of GLD ^® Long USD Gold Index from time to time, as well as any amendments that are required to be made to these Guidelines or to the rules for calculation of the Index (in this document referred to as the “ Committee “ or the “ Index Committee ”). Notwithstanding the foregoing, Solactive AG may only change these Guidelines to maintain compliance with the relevant laws and regulations applicable with the regard to an index provider or index administrator, and to ensure the continued integrity of the index. No Committee member has an active role in the markets in which the Index Components are traded (such as the LBMA for Gold). In making a determination regarding the existence of any Index Disruption Event or an Extraordinary Event, the Committee may consult with participants in the markets in which the Index Components are traded. In any event, the Index Committee shall remain independent of these market participants and shall at all times be solely responsible for the determination of the existence of any Index Disruption Event or an Extraordinary Event.

1.6.1 Decisions with Respect to an Index Disruption Event.

If the Index Sponsor determines in good faith that an Index Disruption Event has occurred and exists (and no Extraordinary Event has occurred and exists) with respect to the Reference Price of any Index component on any Index Business Day, the Index Sponsor will calculate the Index as follows –

(i)

Where the affected Index Component is Gold and none of the FX Basket currencies are affected by an Index Disruption Event, the Index Closing Level will be kept at the same level as the previous Index Business Day for so long as that Index Disruption Event subsists, provided that, on the cessation of that Index Disruption Event, the Index Closing Level will be updated on that Index Business Day based on the Reference Price for Gold on that day and FX Basket currency prices will be calculated in the ordinary course;

(ii)

Where Gold is not affected, but where at least one FX Basket currency is affected by an Index Disruption Event, then the Index Closing Level will be determined as follows:

(a)

the determination of the value of each FX Basket currency not affected by the Index Disruption Event shall continue to be calculated in the ordinary course by reference to the Reference Price for that FX Basket currency, disregarding the effect of the Index Disruption Event on the disrupted FX Basket currency or currencies; and

(b)

the value for such FX Basket currency which is affected will be kept at the same level as the previous Index Business Day for so long as that Index Disruption Event subsists, provided that, on the cessation of that Index Disruption Event, the Index Closing Level will be determined on the next Index Business Day where there is neither a Gold Disruption Event nor an FX Basket Disruption Event, and the Index Closing Level will reflect such price; and

(iii)

Where the Index components affected by any Index Disruption Event include Gold and one or more FX Components, then the Index Closing Level will be kept at the same level as the previous Index Business Day for so long as that Index Disruption Event subsists, provided that, on the cessation of that Index Disruption Event in

respect of Gold, the Index Closing Level will be updated on that Index Business Day based on the Reference Price for Gold and the Reference Price of any FX Basket currency which is no longer affected by that Index Disruption Event on that day (and thereafter, for any FX Basket currency which remains disrupted, the process in sub-paragraph (ii) above will be applied); and

(iv)

Notwithstanding anything in sub-paragraphs (i) to (iii) above, in the event that an Index Disruption Event continues to occur for a period of five (5) or more consecutive Index Business Days in respect of one or more Index Components, then the Calculation Agent shall calculate a substitute price for each such Index Component, taking into consideration the latest available quotation for the relevant Index Component and any other information that it in good faith deems relevant, on each subsequent Index Business Day for as long as that Index Disruption Event continues to exist in respect of that Index component or those Index components.

1.6.2 Decisions with Respect to an Extraordinary Event.

The Committee shall also make any decisions regarding the future composition of the GLD ^® Long USD Gold Index, in the event that any Extraordinary Events should occur, and shall thereafter implement any necessary adjustments to the Index that might be required.

Provided that all of the relevant information is readily available to Solactive AG, Solactive AG shall use its reasonable endeavours to provide at least two Index Business Days prior notice before the day on which the relevant change to the Index composition will become effective.

1.7 Publication

All specifications and information relevant for calculating the Index are made available on the

http://www.solactive.de web page and sub-pages.

1.8 Historical data

Historical data will be maintained from the launch of the Index on 20 July 2016 .

1.9 Licensing

Licences to use the Index as the underlying value for derivative instruments are issued to stock exchanges, banks, financial services providers and investment houses by Solactive AG .

2 Composition of the Index

2.1 Currency Pairs, Target Weights, and Rebalancing

At the close of each Index Business Day, the weight of each Currency Pair in the FX Basket shall be reset to the target weight for that currency, as is set out below:


Currency Pair	Target Weight

EUR/USD		57.6	%

USD/JPY		13.6	%

GBP/USD		11.9	%

USD/CAD		9.1	%

USD/SEK		4.2	%

USD/CHF		3.6	%

The currency weights used in the Index are identical to those determined by the U.S. Federal Reserve in 1978 ¹ and used in the “index of the weighted-average foreign exchange value of the U.S. Dollar”. The weights were fixed and reflected the weighted average of the exchange values of the U.S. Dollar against 10 major foreign currencies. The weight of each currency in the index was equal to the country’s average share of total trade (imports plus exports) for the five years 1972 to 1976. The base period of the index is March 1973, which corresponds to the start of the period of generalized floating of exchange rate.

The U.S. Federal Reserve revised the weights in October 1998 ² , when the Euro was about to replace 5 of the currencies initially included in the index (German deutsche mark, French franc, Italian lira, Dutch guilder and Belgium franc). The weights attributed to the Euro are equal to the aggregated weights of the 5 currencies it substituted.

Since then, the U.S. Federal Reserve has not made other changes to the currency weights.

¹	Federal Reserve Bulletin August 1978, Volume 64, Number 8, p. 700 Index of the Weighted-Average Exchange Value of the U.S. Dollar: Revision

²	Federal Reserve Bulletin October 1998, Volume 84, Number 10, p. 811 New Summary Measures of the Foreign Exchange Value of the Dollar

3 Calculation of the Index

3.1 Determination of the Index Closing Level

(a) Index Closing Level when no Index Disruption Event has occurred on the current or previous Index Business Day and exists on the current Index Business Day

The level of the Index Closing Level shall be calculated in accordance with the following formula:




= LBMA A.M. Gold Price on Index Business Day t

= The Index Closing Level in terms of a number of ounces of gold on Index Business Day t, calculated as



Where:

		= Number of currencies currency pairs included in the FX Basket

		= FX profit and loss for currency i on Index Business Day t, calculated as

If currency i is EUR/USD or GBP/USD, then



Otherwise



	Where:

		= Target Weight of currency i on Index Business Day t, as defined in Section 2.1.

		= LBMA P.M. Gold Price on Index Business Day t. However, on days where the LBMA does not plan to publish an LBMA P.M. Gold Price (for instance on the Index Business Day before 25th December or 31st December), it should be the LBMA P.M. Gold Price on the Index Business Day immediately preceding Index Business Day t.

		= WMCo 4pm UK FX spot rate for currency i on Index Business Day t

		= FX return of currency i on Index Business Day t, calculated as

		If currency i is EUR/USD or GBP/USD, then



		Otherwise


						Where:

								= WMCo 9am UK FX spot rate for currency i on Index Business Day t

								= WMCo 9am UK FX 1 week forward fixing for currency i on Index Business Day t

								= FX spot settlement date for currency i entered on Index Business Day t as determined by market conventions

								= FX 1 week forward settlement date for currency i entered on Index Business Day t as determined by market conventions

(b) Index Closing Level when an FX Index Disruption Event with respect to the WMCO 9am UK FX Spot Rate has occurred and exists

LOGO

On any day that an FX Index Disruption Event has occurred and exists with respect to an affected currency, the return for the affected currency on Index Business Day t shall be equal to zero but the return for the non-affected currencies will be calculated in the ordinary course.

(c) Index Closing Level when a Gold Index Disruption Event with respect to the LBMA AM Gold Price has occurred and exists

LOGO

On any Index Business Day that a Gold Index Disruption Event has occurred and exists, then the Index Closing Level on that Index Business Day shall be equal to Index Closing Level from the prior Index Business Day.

(d) Index Closing Level after Index Disruption Event no longer exists

LOGO

If currency i is EUR/USD or GBP/USD, then

LOGO

Otherwise

LOGO

LOGO is the Index Business Day before the first Index Business Day of one of the following Index Disruption Events - (i) an FX Basket Disruption Event with respect to the WMCO 9am UK FX Spot Rate or (ii) a Gold Disruption Event with respect to the LBMA AM Gold Price.

LOGO is the Index Business Day before the first Index Business Day of one of the following Index Disruption Events – (i) an FX Basket Disruption Event with respect to the WMCO 4pm UK FX Spot Rate, or (ii) a Gold Disruption Event with respect to the LBMA PM Gold Price.

3.2 Accuracy

The Index Closing Level will be rounded to 10 (ten) decimal places.

FX return and FX profit and loss will be rounded to 10 (ten) decimal places.

4. Definitions

“ CAD ” or Canadian Dollar means the lawful currency of Canada.

“ CHF ” or Swiss Franc means the lawful currency of Switzerland.

“ Currency Pair ” has the meaning ascribed to it in Section 2.1.

“ EUR ” or Euro means the lawful currency of the participating member states of the European Union adopted in accordance with the Treaty establishing the European Communities, as amended by the Treaty on the European Union.

“ FX Basket ” has the meaning ascribed to it in Section 1.

“ FX Basket Business Day ” means any day (other than a Saturday or Sunday) on which WM Company is scheduled to publish prices for each of the Currency Pairs in the FX Basket – USD/EUR, JPY/USD, USD/GBP, CAD/USD, SEK/USD, and CHF/USD.

“ FX Basket Disruption Event ” has the meaning ascribed to it in Section 1.5.

“Gold Business Day” means any day other than a Saturday or Sunday) on which the LBMA is scheduled to publish the LBMA Gold Price AM .

“ FX Price ” means any of the WMCO 4pm UK FX Spot Rate, WMCO 9am UK FX spot rate, WMCO 9am UK FX 1 Week Forward Rate.

“ GBP ” or British Pound means the lawful currency of the United Kingdom.

“ Gold Disruption Event ” has the meaning ascribed to it in Section 1.5.

“ Gold Price ” means either the LBMA A.M. Gold Price or the LBMA P.M. Gold Price.

“Index Business Day” means any day that is a (1) New York Business Day, (2) London Business Day, (3) Gold Business Day, and (4) FX Basket Business Day.

“Index Calculator” is Solactive AG or any other appropriately appointed successor in this function.

“ Index Committee ” means a Committee composed of staff from Solactive AG who are responsible for decisions regarding the composition of the GLD ^® Long USD Gold Index from time to time, as well as any amendments that are required to be made to the rules for the calculation of the Index.

“ Index Disruption Event ” means the occurrence of an FX Basket Disruption Event or a Gold Disruption Event.

“ Index Closing Level ” has the meaning ascribed in Section 3.1.

“ Index Sponsor ” is Solactive AG or any other appropriately appointed successor in this function.

“ JPY ” or Japanese Yen means the lawful currency of Japan.

“ London Business Day ” means any day (other than a Saturday or Sunday) on which commercial banks in London, England on which commercial banks in London are generally scheduled to be open for business.

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

“LBMA A.M GOLD PRICE” means that day’s morning 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), pursuant to an agreement with the LBMA, and published by the LBMA on its website at www.lbma.org.uk that displays prices effective on that day.

“LBMA P.M. GOLD PRICE” means that day’s 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 U.S. Dollars, as calculated and administered by independent service provider(s), pursuant to an agreement with the LBMA, and published by the LBMA on its website at www.lbma.org.uk that displays prices effective on that day.

“ New York Business Day ” means any day (other than a Saturday or Sunday) on which commercial banks in New York, NY are generally scheduled to be open for business.

“ SEK ” or Swedish Krona means the lawful currency of the Kingdom of Sweden.

“ USD ” or the U.S. Dollar means the lawful currency of the United States of America.

“WMCO 4pm UK FX spot rate” means, with respect to any Currency Pair on any Index Business Day, the WMR Spot rate for such Currency Pair appearing at or about 4:00 p.m. (London time) on such Index Business Day.

“WMCO 9am UK FX spot rate” means, with respect to any Currency Pair on any Index Business Day, the WMR Spot rate for such Currency Pair appearing at or about 9:00 a.m. (London time) on such Index Business Day.

“WMCO 9am UK FX 1 Week Forward rate” means, with respect to any Currency Pair on any Index Business Day, the WMR Spot rate for such Currency Pair appearing at or about 9:00 p.m. (London time) on such Index Business Day.

5 Appendix

5.1 Contact data

Information regarding the GLD ^® Long USD Gold Index concept

Solactive AG

Guiollettstr. 54

60325 Frankfurt am Main

Phone: +49 (0) 69 719 160 22

FAX: +49 (0) 69 719 160 25

E-Mail: complex@solactive.com

5.2 Calculation of the Index – change in calculation method

The application by the Index Calculator of the method described in this document is final and binding. The Index Calculator shall apply the method described above for the composition and calculation of the Index. However, it cannot be excluded that the market environment, supervisory, legal, financial or tax reasons may require changes to be made to this method. The Index Calculator may also make changes to the terms and conditions of the Index and the method applied to calculate the Index, which he deems to be necessary and desirable in order to prevent obvious or demonstrable error or to remedy, correct or supplement incorrect terms and conditions. The Index Calculator is not obliged to provide information on any such modifications or changes. Despite the modifications and changes the Index Calculator will take the appropriate steps to ensure a calculation method is applied that is consistent with the method described above.