UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2017

Or

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to _____________

Commission File Number: 001-34441





ETFS GOLD TRUST

(Exact name of registrant as specified in its charter)



 



 

New York

26-4587209

(State or other jurisdiction of incorporation or

(I.R.S. Employer Identification No.)

organization)

 



 

c/o ETF Securities USA LLC

 

405 Lexington Avenue

 

New York, NY

10174

(Address of principal executive offices)

(Zip Code)



Registrant’s telephone number, including area code:
(646) 846-3130

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes    No  

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



 

 

 





 

 

 

Large accelerated filer

Accelerated filer

Non accelerated filer

Smaller reporting company



 

Emerging growth company



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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes     No  

As of November 1 , 201 7 , ETFS Gold Trust had 8,450,000 ETFS Physical Swiss Gold Shares outstanding


 

ETFS GOLD TRUST

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2017

INDEX

9

 

 



 

 

 PART I. FINANCIAL INFORMATION

 

 Item 1.

Financial Statements

1

 Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

14

 Item 4.

Controls and Procedures

14



 

 

 PART II. OTHER INFORMATION

 

 Item 1.

Legal Proceedings

15

 Item 1A .

Risk Factors

15

 Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

 Item 3.

Defaults Upon Senior Securities

15

 Item 4.

Mine Safety Disclosures

15

 Item 5.

Other Information

15

 Item 6.

Exhibits

16



 

 

 SIGNATURES

 







 


 

ETFS GOLD TRUST

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Statements of Assets and Liabilities
At September 30, 2017 (Unaudited) and December 31, 2016  







 

 

 

 

 

 



 

 

 

 

 

 



 

September 30, 2017

 

December 31, 2016

(Amounts in 000's of US$, except for Share and per Share data)

ASSETS

 

 

 

 

 

 

Investment in gold (cost: September 30, 2017: $989,866 ; December 31, 2016: $979,403)

 

$

1,044,721 

 

$

935,268 

Total assets

 

 

1,044,721 

 

 

935,268 



 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Fees payable to Sponsor

 

 

335 

 

 

316 

Total liabilities

 

 

335 

 

 

316 



 

 

 

 

 

 

NET ASSETS (1)

 

$

1,044,386 

 

$

934,952 



(1) Authorized share capital is unlimited with no par value per S hare. Shares issued and outstanding at September 30, 2017 were 8,400,000 and at December 31, 2016 were 8,300,000 .   Net asset values per Share at September 30, 2017 and December 31, 2016   were   $124.33 and $112.65 , respectively.





See Notes to the Financial Statements

1


 

ETFS GOLD TRUST

Schedule s of Investments
At September 30, 2017   ( Unaudited) and December 31, 2016









 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

September 30, 2017

Description

 

oz

 

Cost

 

Fair Value

 

% of Net Assets

Investment in gold (in 000's of US$, except for oz and percentage data)

Gold

 

814,216.4 

 

$

989,866 

 

$

1,044,721 

 

100.03% 

Total investment in gold

 

814,216.4 

 

$

989,866 

 

$

1,044,721 

 

100.03% 

Less liabilities

 

 

 

 

 

 

 

(335)

 

(0.03)%

Net Assets

 

 

 

 

 

 

 

1,044,386 

 

100.00% 



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

December 31, 2016

Description

 

oz

 

Cost

 

Fair Value

 

% of Net Assets

Investment in gold (in 000's of US$, except for oz and percentage data)

Gold

 

806,891.3 

 

$

979,403 

 

$

935,268 

 

100.03% 

Total investment in gold

 

806,891.3 

 

$

979,403 

 

$

935,268 

 

100.03% 

Less liabilities

 

 

 

 

 

 

 

(316)

 

(0.03)%

Net Assets

 

 

 

 

 

 

 

934,952 

 

100.00% 





See Notes to the Financial Statements

2


 

ETFS GOLD TRUST

Statements of Operations (Unaudited)
Fo r the   three months ended September 30, 2017 and 2016   and the nine months ended September 30, 2017 and 2016







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months

 

Three Months

 

Nine Months

 

Nine Months



 

Ended

 

Ended

 

Ended

 

Ended



 

September 30, 2017

 

September 30, 2016

 

September 30, 2017

 

September 30, 2016

(Amounts in 000's of US$, except for Share and per Share data)

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Sponsor's Fee

 

$

1,018 

 

$

1,074 

 

$

2,964 

 

$

2,909 

Total expenses

 

 

1,018 

 

 

1,074 

 

 

2,964 

 

 

2,909 



 

 

 

 

 

 

 

 

 

 

 

 

Net investment loss

 

 

(1,018)

 

 

(1,074)

 

 

(2,964)

 

 

(2,909)



 

 

 

 

 

 

 

 

 

 

 

 

REALIZED AND UNREALIZED GAINS / (LOSSES)

 

 

 

 

 

 

 

 

 

 

 

 

Realized gain on gold transferred to pay expenses

 

 

36 

 

 

89 

 

 

47 

 

 

63 

Realized gain / (loss) on gold distributed for the redemption of Shares

 

 

531 

 

 

 

 

903 

 

 

(2,710)

Change in unrealized gain on investment in gold

 

 

32,238 

 

 

771 

 

 

98,990 

 

 

197,351 

Total gain on investment in gold

 

 

32,805 

 

 

860 

 

 

99,940 

 

 

194,704 



 

 

 

 

 

 

 

 

 

 

 

 

Change in net assets from operations

 

$

31,787 

 

$

(214)

 

$

96,976 

 

$

191,795 



 

 

 

 

 

 

 

 

 

 

 

 

Net increase / (decrease) in net assets per Share

 

$

3.80 

 

$

(0.03)

 

$

11.58 

 

$

23.69 



 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of Shares

 

 

8,371,739 

 

 

8,516,848 

 

 

8,375,458 

 

 

8,096,168 





See Notes to the Financial Statements



3


 

ETFS GOLD TRUST

Stat ement s of Changes in Net Assets
For the   nine months ended September 30, 2017   (Unaudited)   and the year ended December 31, 2016









 

 

 

 

 



 

 

 

 

 



 

Nine Months Ended September 30, 2017

(Amounts in 000's of US$, except for Share data)

 

Shares

 

Amount

Opening balance at January 1, 2017

 

8,300,000 

 

$

934,952 

Net investment loss

 

 

 

 

(2,964)

Realized gain on investment in gold

 

 

 

 

950 

Change in unrealized gain on investment in gold

 

 

 

 

98,990 

Creations

 

400,000 

 

 

48,709 

Redemptions

 

(300,000)

 

 

(36,251)

Closing balance at September 30, 2017

 

8,400,000 

 

$

1,044,386 



 

 

 

 

 



 

Year Ended December 31, 2016

(Amounts in 000's of US$, except for Share data)

 

Shares

 

Amount

Opening balance at January 1, 2016

 

7,350,000 

 

$

761,731 

Net investment loss

 

 

 

 

(3,924)

Realized loss on investment in gold

 

 

 

 

(5,714)

Change in unrealized gain on investment in gold

 

 

 

 

59,660 

Change in unrealized gain on unsettled creations or redemptions

 

 

 

 

44 

Creations

 

1,650,000 

 

 

202,685 

Redemptions

 

(700,000)

 

 

(79,530)

Closing balance at December 31, 2016

 

8,300,000 

 

$

934,952 



See Notes to the Financial Statements

4


 

ETFS GOLD TRUST

Financial Highlights (Unaudited)
For the   three months ended September 30, 2017 and 2016 and the   nine months ended September 30, 2017 and 2016







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months

 

Three Months

 

Nine Months

 

Nine Months



 

Ended

 

Ended

 

Ended

 

Ended



 

September 30, 2017

 

September 30, 2016

 

September 30, 2017

 

September 30, 2016

Per Share Performance (for a Share outstanding throughout the entire period)

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Net asset value per Share at beginning of period

 

$

120.49 

 

$

128.61 

 

$

112.65 

 

$

103.64 

Income from investment operations:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment loss

 

 

(0.12)

 

 

(0.13)

 

 

(0.35)

 

 

(0.36)

Total realized and unrealized gains or losses on investment in gold

 

 

3.96 

 

 

0.17 

 

 

12.03 

 

 

25.37 

Change in net assets from operations

 

 

3.84 

 

 

0.04 

 

 

11.68 

 

 

25.01 



 

 

 

 

 

 

 

 

 

 

 

 

Net asset value per Share at end of period

 

$

124.33 

 

$

128.65 

 

$

124.33 

 

$

128.65 



 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of Shares

 

 

8,371,739 

 

 

8,516,848 

 

 

8,375,458 

 

 

8,096,168 



 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio (1)

 

 

0.39% 

 

 

0.39% 

 

 

0.39% 

 

 

0.39% 



 

 

 

 

 

 

 

 

 

 

 

 

Net investment loss ratio (1)

 

 

(0.39)%

 

 

(0.39)%

 

 

(0.39)%

 

 

(0.39)%



 

 

 

 

 

 

 

 

 

 

 

 

Total return, at net asset value (2)

 

 

3.19% 

 

 

0.03% 

 

 

10.37% 

 

 

24.13% 



(1)

Annualized for periods of less than one year.

(2)

Total return is not annualized.



See Notes to the Financial Statements





 

5


 

ETFS GOLD TRUST

Notes to the Financial Statements

1. Organization

The ETFS Gold Trust (the “Trust”) is an investment trust formed on September 1, 2009 (the “Date of Inception”) under New York law pursuant to a depositary trust agreement (the “Trust Agreement”) executed by ETF Securiti es USA LLC (the “Sponsor”) and T he Bank of New York Mellon as Trustee (the “Trustee”) at the time of the Trust’s organization. The Trust holds gold bullion and issues ETFS Physical Swiss Gold Shares (“Shares”) (in minimum blocks of 50,000 Shares, also referred to as “Baskets”) in exchange for deposits of gold and distributes gold in connection with the redemption of Baskets. Shares represent units of fractional undivided beneficial interest in and ownership of the Trust which are issued by the Trust. The Sponsor is a Delaware limited liability company and a wholly-owned subsidiary of ETF Securities Limited, a Jersey, Channel Islands based company. The Trust is governed by the Trust Agreement.

The investment objective of the Trust is for the Shares to reflect the performance of the price of gold, less the Trust’s expenses and liabilities. The Trust is designed to provide an individual owner of beneficial interests in the Shares (a “Shareholder”) an opportunity to participate in the gold market through an investment in securities. The fiscal year end for the Trust is December 31.

The accompanying financial statements were prepared in accordance with the accounting principles generally accepted in the United States of America (“ U.S. GAAP )   for interim financial information and with the instructions for Form 10-Q. In the opinion of the Trust’s management, all adjustments (which consist of normal recurring adjustments) necessary to present fairly the financial position and results of operations as of and for the   three and nine months ended September 30, 2017   and for all periods presented have been made.

These financial statements should be read in conjunction with the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . The results of operations for the three and nine months ended September 30, 2017   are not necessarily indicative of the operating results for the full year.



 

6


 

ETFS GOLD TRUST

Notes to the Financial Statements

2. Significant Accounting Policies

The preparation of financial statements in accordance with U.S. GAAP requires those responsible for preparing financial statements to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Trust.



2.1. Basis of Accounting

The Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Acco unting Standards Codification (“ ASC ) 946 ,   Financial Services—Investment Companies , and has concluded that for reporting purposes, the Trust is classified as an Investment Company. The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act.



2. 2 . Valuation of Gold

The Trust follows the provisions of ASC 820, Fair Value Measurement s  ( ASC 820 ). ASC 820 provides guidance for determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Gold is held by JPMorgan Chase Bank, N.A. (the “Custodian”), on behalf of the Trust, at the Custodian’s Zurich, Switzerland vaulting premises and may also be held at the Zurich, Switzerland vaulting premises of the Zurich Sub-Custodian UBS A.G , and is recorded at fair value. At September 30, 2017 ,   no gold was held by UBS A.G.   The cost of gold is determined according to the average cost method and the fair value is based on the L ondon B ullion M arket A ssociation   (“LBMA”) PM Gold Price. Realized gains and losses on transfers of gold, or gold distributed for the redemption of Shares, are calculated on a trade date basis as the difference between the fair value and cost of gold transferred.

The LBMA PM Gold Price is set using the afternoon session of the ICE Benchmark Administration equilibrium auction, an electronic, tradable and auditable over-the-counter auction market with the ability to participate in US Dollars, Euros or British Pounds for LBMA authorized participating gold bullion banks or market make rs that establishes a reference gold price for that day’s trading.

Once the value of gold has been determined, the net asset value (the “NAV”) is computed by the Trustee by deducting all accrued fees and other liabilities of the Trust, including the remuneration due to the Sponsor (the “Sponsor’s Fee”), from the fair value of the gold and all other assets held by the Trust.

T he Trust recognizes changes in fair value of the investment in gold as changes in unrealized gains or losses on investment in gold throu gh the   Statement of Operations.

The per Share amount of gold exchanged for a purchase or redemption is calculated daily by the Trustee, using the LBMA PM Gold Price to calculate the gold amount in respect of any liabilities for which covering gold sales have not yet been made, and represents the per Share amount of gold held by the Trust, after giving effect to its liabilities, to cover expenses and liabilities and any losses that may have occurred.



 

7


 

ETFS GOLD TRUST

Notes to the Financial Statements

2. Significant Accounting Policies (Continued)

2. 2 .   Valuation of Gold (continued)

Fair Value Hierarchy

ASC 820 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:

Level 1.

Unadjusted quoted prices in active markets for identical assets or liabilities that the T rust has the ability to access.

Level 2.

Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments and similar data.

Level 3.

Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the T rust ’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The investment in gold is classified as a level 2 asset, as the fair value of the Trust’s investment in gold is calculated based upon third party pricing sources supported by observable, verifiable inputs.

The categorization of the Trust’s assets is as shown below:





 

 

 

 

 

 



 

 

 

 

 

 

(Amounts in 000's of US$)

 

September 30, 2017

 

December 31, 2016



 

 

 

 

 

 

Level 2

 

 

 

 

 

 

Investment in gold

 

$

1,044,721 

 

$

935,268 

There were no transfers between levels during the nine months ended September 30, 2017 or the year ended December 31, 2016 .



2. 3 . Gold Receivable and Payable

Gold receivable or payable represents the quantity of gold covered by contractually binding orders for the creation or redemption of Shares respectively, where the gold has not yet been transferred to or from the Trust’s account. Generally, for all orders accepted prior to September 5, 2017, ownership of the gold is transferred within three business days of the trade date , and for all orders accepter on or after September 5, 2017, ownership of gold is transferred within two business days of the trade date .  







8


 

ETFS GOLD TRUST

Notes to the Financial Statements

2. Significant Accounting Policies (Continued)

2. 4 . Creations and Redemptions of Shares

The Trust expects to create and redeem Shares from time to time, but only in one or more Baskets (a Basket equals a block of 50,000 Shares). The Trust issues Shares in Baskets to Authorized Participants on an ongoing basis. Individual investors cannot purchase or redeem Shares in direct transactions with the Trust. An Authorized Participant is 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 The Depository Trust Company; (3) has entered into an Authorized Participant Agreement with the Trustee and the Sponsor; and (4) has established an Authorized Participant Unallocated Account with the Trust’s Custodian or other gold bullion clearing bank. An Authorized Participant Agreement is an agreement entered into by each Authorized Participant, the Sponsor and the Trustee which provides the procedures for the creation and redemption of Baskets and for the delivery of the gold and any cash required for such creations and redemptions. An Authorized Participant Unallocated Account is an unallocated gold account, either loco London or loco Zurich, established with the Custodian or a gold bullion clearing bank by an Authorized Participant.

The creation and redemption of Baskets is only made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of gold represented by the Baskets being created or redeemed, the amount of which is based on the combined NAV of the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.

Authorized Participants may, on any business day, place an order with the Trustee to create or redeem one or more Baskets. Effective as of September 5, 2017, the typical settlement period for Shares is two business days. Prior to September 5, 2017, the typical settlement period for Shares was three business days. In the event of a trade date at period end, where a settlement is pending, a respective account receivable and/or payable will be recorded. When gold is exchanged in settlement of a   redemption, it is considered a sale of gold for financial statement purposes.

The amount of gold represented by the Baskets created or redeemed can only be settled to the nearest 1/1000th of an ounce. As a result, the value attributed to the creation or redemption of Shares may differ from the value of gold to be delivered or distributed by the Trust. In order to ensure that the correct amount of gold is available at all times to back the Shares, the Sponsor accepts an adjustment to its management fees in the event of any shortfall or excess on each transaction . For each transaction, this amount is not more than 1/1000th of an ounce of gold .

As the Shares of the Trust are subject to redemption at the option of Authorized Participants, the Trust has classified the ou tstanding Shares as Net Assets. Changes in the number of Shares outstanding are presented in the Statement of Changes in Net Assets.



2 . 5 . Income Taxes

The Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself will not be subject to U.S. federal income tax. Instead, the Trust’s income and expenses will “flow through” to the Shareholders, and the Trustee will report the Trust’s proceeds, income, deductions, gains, and losses to the Internal Revenue Service on that basis.

The Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions are required as of September 30, 2017 and December 31, 2016 .  



9


 

ETFS GOLD TRUST

Notes to the Financial Statements

2. Significant Accounting Policies (Continued)

2. 6 . Investment in Gold

Changes in ounces of gold and the ir respective values for the nine months ended September 30, 2017 and for the year ended December 31, 2016 are set out below:







 

 

 

 

 

 



 

 

 

 

 

 



 

Nine Months

 

Year



 

Ended

 

Ended

(Amounts in 000's of US$, except for ounces data)

 

September 30, 2017

 

December 31, 2016

Ounces of gold

 

 

 

 

 

 

Opening balance

 

 

806,891.3 

 

 

736,849.8 

Creations

 

 

38,816.2 

 

 

160,724.9 

Redemptions

 

 

(29,105.0)

 

 

(87,572.4)

Transfers of gold to pay expenses

 

 

(2,386.1)

 

 

(3,111.0)

Closing balance

 

 

814,216.4 

 

 

806,891.3 



 

 

 

 

 

 

Investment in gold

 

 

 

 

 

 

Opening balance

 

$

935,268 

 

$

782,719 

Creations

 

 

48,709 

 

 

202,685 

Redemptions

 

 

(36,251)

 

 

(100,214)

Realized gain / (loss) on gold distributed for the redemption of Shares

 

 

903 

 

 

(5,827)

Transfers of gold to pay expenses

 

 

(2,945)

 

 

(3,868)

Realized gain on gold transferred to pay expenses

 

 

47 

 

 

113 

Change in unrealized gain on investment in gold

 

 

98,990 

 

 

59,660 

Closing balance

 

$

1,044,721 

 

$

935,268 



2. 7 . Expenses / Realized Gains / Losses

The primary expense of the Trust is the Sponsor’s Fee, which is paid by the Trust through in-kind transfers of gold to the Sponsor.

The Trust will transfer gold to the Sponsor to pay the Sponsor’s Fee that will accrue daily at an annualized rate equal to 0.39 % of the adjusted net asset value (“ANAV”) of the Trust, paid monthly in arrears.

The Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly fee and out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing fees, United States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs, audit fees and certain legal expenses.

For the three months ended September 30, 2017 and 2016 the Sponsor’s Fee was $ 1,018,077 and $ 1,073,854 , respectively. For the nine months ended September 30, 2017 and 2016 the Sponsor’s Fee was $2,964,034 and $2,908,753 , respectively.   At September 30, 2017 and at December 31, 2016 , the fees payable to the Sponsor were $ 335,484 and $ 315,510 , respectively.

With respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust’s gold as necessary to pay these expenses. When selling gold to pay expenses, the Trustee will endeavor to sell the smallest amounts of gold needed to pay these expenses in order to minimize the Trust’s hold ings of assets other than gold. Other than the Sponsor’s Fee, the Trust had no expenses during the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016 .

Unless otherwise directed by the Sponsor, when selling gold the Trustee will endeavor to sell at the price established by the LBMA PM Gold Price. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive the most favorable price and execution of orders. The Custodian may be the purchaser of such gold only if the sale transaction is made at the next LBMA PM Gold Price or such other publicly available price that the Sponsor deems fair, in each case as set following the sale order. A gain or loss is recognized based on the difference between the selling price and the cost of the gold sold. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale.

Realized gains and losses result from the transfer of gold for Share redemptions and / or to pay expenses and are recognized on a trade date basis as the difference between the fair value and cost of gold transferred .

10


 

ETFS GOLD TRUST

Notes to the Financial Statements

2. Significant Accounting Policies (Continued)

2. 8 . Subsequent Events

In accordance with the provisions set forth in FASB ASC 855-10, Subsequent Events , the Trust’s management has evaluated the possibility of subsequent events impacting the Trust’s financial statements through the filing date. During this period, no material subsequent events requiring adjustment to or disclosure in the financial statements were identified.  



 



3. Related Parties

The Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee’s and Custodian’s fee s are paid by the Sponsor and are not separate expense s of the Trust. The Trustee and the Custodian and their affiliates may from time to time act as Authorized Participants and purchase or sell Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion. In addition , the Trustee and the Custodian and their affiliates may from time to time purchase or sell gold directly, for their own account, as agent for their customers and for accounts over which they exercise investment discretion.



4. Concentration of Risk

The Trust’s sole business activity is the investment in gold and substantially all the Trust’s assets are holdings of gold , which creates a concentration of risk associated with fluctuations in the price of gold. Several factors could affect the price of gold, including: (i) global gold supply and demand, which is influenced by factors such 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; (ii) investors’ expectations with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge funds and commodity funds; and (vi) global or regional political, economic or financial events and situations. In addition, 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 inve stment in the Shares to decline proportionately. Each of these events could have a material effect on the Trust’s financial position and results of operations.



5. Indemnification

Under the Trust’s organizational documents, the Trustee (and its directors, employees and agents) and the Sponsor (and its members, managers, directors, officers, employees and affiliates) are indemnified by the Trust against any liability, cost or expense it incurs without gross negligence, bad faith or willful misconduct on its part and without reckless disregard on its part of its obligations and duties under the Trust’s organizational documents. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

 

11


 

ETFS GOLD TRUST

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This information should be read in conjunction with the financial statements and notes to the financial statements included in Item 1 of Part 1 of this Form 10-Q. The discussion and analysis that follows may contain forward-looking statements with respect to the Trust’s financial condition, operations, future performance and business. These statements can be identified by the use of the words “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or similar words and phrases. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments. Neither the Trust nor the Sponsor 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 management’s expectations or predictions.



Introduction

The Trust is a common law trust, formed under the laws of the state of New York on September 1, 2009. The Trust is not managed like a corporation or an active investment vehicle. It does not have any officers, directors, or employees and is administered by the Trustee pursuant to the Trust Agreement. The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. It does not hold or trade in commodity futures contracts, nor is it a commodity pool, or subject to regulation as a commodity pool operator or a commodity trading adviser in connection with issuing Shares.

The Trust holds gold and is expected to issue Baskets in exchange for deposits of gold, and to distribute gold in connection with redemptions of Baskets. Shares issued by the Trust represent units of undivided beneficial interest in and ownership of the Trust. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold, less the Trust’s expenses. The Sponsor believes that, for many investors, the Shares will represent a cost effective investment relative to traditional means of investing in gold.

The Trust issues and redeems Shares only with Authorized Participants in exchange for g old and only in aggregations of 50,000 Shares or integral multiples thereof. A list of current Authorized Participants is available from the Sponsor or the Trustee.

Shares of the Trust trade on the New York Stock Exchange (the “NYSE”) Arca under the symbol “SGOL”.



Valuation of Gold and Computation of Net Asset Value

On each day that the NYSE Arca is open for regular trading, as promptly as practicable after 4:00 p.m. New York time on such day (the “Evaluation Time”), the Trustee evaluates the gold held by the Trust and determines the NAV of the Trust.

At the Evaluation Time, the Trustee values the Trust’s gold on the basis of that day’s LBMA PM Gold Price (the afternoon session of the ICE Benchmark Administration (“IBA”) equilibrium auction). If no LBMA PM Gold Price is made on such day or has not been announced by the Evaluation Time, the next most recent LBMA PM Gold Price determined prior to the Evaluation Time will be used, unless the Sponsor determines that such price is inappropriate as a basis for evaluation. In the event the Sponsor determines that the LBMA PM Gold Price or such other publicly available price as the Sponsor may deem fairly represents the commercial value of the Trust’s gold is not an appropriate basis for evaluation of the Trust’s gold, it shall identify an alternative basis for such evaluation to be employed by the Trustee. Neither the Trustee nor the Sponsor shall be liable to any person for the determination that the LBMA PM Gold Price or such other publicly available price is not appropriate as a basis for evaluation of the Trust’s gold or for any determination as to the alternative basis for such evaluation provided that such determination is made in good faith.

Once the value of the gold has been determined, the Trustee will subtract all estimated accrued but unpaid fees (other than the fees accruing for such day on which the valuation takes place that are computed by reference to the value of the Trust or its assets), expenses and other liabilities of the Trust from the total value of the gold and all other assets of the Trust (other than any amounts credited to the Trust’s reserve account, if established). The resulting figure is the adjusted net asset value (the “ANAV”) of the Trust. The ANAV of the Trust is used to compute the Sponsor’s Fee.

All fees accruing for the day on which the valuation takes place that are computed by reference to the value of the Trust or its assets shall be calculated using the ANAV calculated for such day on which the valuation takes place. The Trustee shall subtract from the ANAV the amount of accrued fees so computed for such day and the resulting figure is the NAV of the Trust. The Trustee also determines the NAV per Share by dividing the NAV of the Trust by the number of the Shares outstanding as of the close of trading on the NYSE Arca (which includes the net number of any Shares created or redeemed on such evaluation day).

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



12


 

ETFS GOLD TRUST

The Quarter Ended September 30, 2017

The NAV of the Trust is obtained by subtracting the Trust’s liabilities on any day from the value of the gold owned and receivable by the Trust on that day; the NAV per Share is obtained by dividing the NAV of the Trust on a given day by the number of Shares outstanding on that day.

The Trust’s NAV increase d from $ 1,018,156,786 at June 30, 2017 to $ 1,044,385,863 at September 30, 2017 , a 2.58%   increase for the quarter. The increase in the Trust’s NAV resulted primarily from   an increase in the price per ounce of gold, which rose   3.29% from $ 1,242.25   at June 30, 2017 to $ 1,283.10   at September 30, 2017.

There was   a   decrease   in outstanding Shares, which fell from 8,450,000 Shares at June 30, 2017 to 8,400,000 Shares at September 30, 2017 , a result of   100,000 Shares ( 2 Baskets) being created and 150,000 Shares ( 3 Baskets) being redeemed during the quarter .

The NAV per Share increased   3.19% from $ 120.49 at June 30, 2017 to $ 124.33 at September 30, 2017 . The Trust’s NAV per Share rose slightly less than the price per ounce of gold on a percentage basis due to the Sponsor’s Fee, which was  $ 1,018,077 for the quarter, or 0.39% of the Trust’s ANAV on an annualized basis.

The NAV per Share of $ 130.48 at September 8, 2017 was the highest during the quarter, compared with a low of $ 117.45 at July 11, 2017 .

The increase in net assets from operations for the quarter ended September 30, 2017 was $ 31,786,578 , resulting from   a realized gain of $ 35,985 on the transfer of gold to pay expenses ,   a realized gain of $530,461 on gold distributed for the redemption of Shares and   a change in unrealized gain on investment in gold of $32,238,209, offset by and the Sponsor’s Fee of $ 1,018,077 . Other than the Sponsor’s Fee, the Trust had no expenses during the quarter ended September 30, 2017 .  



The Nine Months Ended September 30, 2017

The Trust’s NAV increase d   from $934,952,398 at December 31, 2016 to $1,044,385,863 at September 30, 2017 , a n   11.70%   increase for the period. The increase in the Trust’s NAV resulted primarily from a n   increase in the price per ounce of gold, which rose   10.70% from $1,159.10 at December 31, 2016 to $1,283.10 at September 30, 2017 and a n   increase in outstanding Shares, which rose from 8,300,000 Shares at December 31, 2016 to 8,400,000 Shares at September 30, 2017 , a result of 400,000 Shares ( 8 Baskets) being created and 300,000 Shares ( 6 Basket s ) being redeemed during the period. 

The NAV per Share increased   10.37% from $112.65 at December 31, 2016 to $124.33 at September 30, 2017 . The Trust’s NAV per Share rose slightly less than the price per ounce of gold on a percentage basis due to the Sponsor’s Fee, which was $2,964,034 for the period, or 0.39% of the Trust’s ANAV on an annualized basis.

The NAV per Share of $130.48 at September 8, 2017 was the highest during the period, compared with a low of $111.85 at January 3, 2017 .

The increase in net assets from operations for the period ended September 30, 2017 was $96,975,747 , resulting from a   realized gain of $46,666 on the transfer of gold to pay expenses, a realized gain of $902,880 on gold distributed for the redemption of Shares and a change in unrealized gain on investment of gold of $98,990,234 , offset by the Sponsor’s Fee of $2,964,034 . Other than the Sponsor’s Fee, the Trust had no expenses during the period ended September 30, 2017 .



13


 

ETFS GOLD TRUST

Liquidity & Capital Resources

The Trust is not aware of any trends, demands, commitments, events or uncertainties that are reasonably likely to result in material changes to its liquidity needs. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this report was the Sponsor’s Fee.

The Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust’s gold as necessary to pay the Trust’s expenses not otherwise assumed by the Sponsor. The Trustee will not sell gold to pay the Sponsor’s Fee but will pay the Sponsor’s Fee through in-kind transfers of gold to the Sponsor. At September 30, 2017 the Trust did not have any cash balances.



Off-Balance Sheet Arrangements

The Trust has no off-balance sheet arrangements.



Critical Accounting Policies

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these   financial statements relies on estimates and assumptions that impact the Trust’s financial position and results of operations. These estimates and assumptions affect the Trust’s application of accounting policies. In addition, please refer to Note 2 to the financial statements for further discussion of accounting policies.



Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.  



Item 4. Controls and Procedures

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer of the Sponsor, and to the audit committee, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rules 13a-15(e) and 15d-15(e). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer of the Sponsor concluded that, as of September 30, 2017 , the Trust’s disclosure controls and procedures were effective.

There have been no changes in the Trust’s or Sponsor’s internal control over financial reporting that occurred during the Trust’s fiscal period ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Trust’s or Sponsor’s internal control over financial reporting.



14


 

ETFS GOLD TRUST



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.



Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 .



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 2(a).  None.

Item 2(b).  Not applicable.

Item 2(c).  For the three months ended September 30, 2017 :

2   Basket s  w ere created .  

3 Ba sket was   redeemed.











 

 

 

 

 

 



 

 

 

 

 

 



 

Total Baskets

 

Total Shares

 

Average ounces of

Period

 

Redeemed

 

Redeemed

 

gold per Share

July 2017

 

 

150,000 

 

0.097 

Aug 2017

 

 

 

Sept 2017

 

 

 



 

 

150,000 

 

0.097 



Item 3. Defaults Upon Senior Securities

None.



Item 4. Mine Safety Disclosures

None.



Item 5. Other Information

None.



15


 

ETFS GOLD TRUST

Item 6. Exhibits

(a) Exhibits



 



 

4.2

Form of Authorized Participant Agreement, effective as of September 5, 2017.



 

31.1

Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



 

31.2

Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  



 

32.1

Chief Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



 

32.2

Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  



 

101.INS

XBRL Instance Document



 

101.SCH

XBRL Taxo nomy Extension Schema Document



 

101.CAL

XBRL Taxonomy Extension Calculation Document



 

101.DEF

XBRL Taxonomy Extension Definitions Document



 

101.LAB

XBRL Taxo nomy Extension Labels Document



 

101.PRE

XBRL Taxonomy Extension Presentation Document







 

16


 

 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities thereunto duly authorized.



 

 



 

 



ETF SECURITIES USA LLC



Sponsor of the ETFS Gold Trust



(Registrant)

 



 

 



 

Date: November 3 , 201 7

/s/ Graham Tuckwell



Graham Tuckwell *



President and Chief Executive Officer



(Principal Executive Officer)



 

Date: November 3 , 2017

/s/   Christopher Foulds



Christopher Foulds *



Chief Financial Officer and Treasurer



(Principal Financial Officer and Principal
Accounting Officer)



* The Registrant is a trust and the persons are signing in their capacities as officers of ETF Securities USA LLC, the Sponsor of the Registrant.  



 


AUTHORIZED PARTICIPANT AGREEMENT

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



R E C I T A L S



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

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

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

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

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

 


 

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

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

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

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

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

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

(i) If to the Trustee: 

The Bank of New York Mellon 
2 Hanson Place — Floor 9th
Brooklyn, NY 11217 
Attn: Jarvis Joseph 
Telephone: (718) 315-7500
Facsimile: (732) 667-9478

E-Mail: jarvis.joseph@bnymellon.com

2

 


 

(ii) If to the Sponsor:

ETF Securities USA LLC                

c/o ETF Securities Limited          

Ordnance House

31 Pier Road

Jersey

JE4 8PW

Channel Islands

Attn: Legal and Compliance  
Telephone: +44 1543 825 200

Facsimile: [to be provided]

E-Mail: legal.compliance@etfs l .com



(iii) If to the Authorized Participant: 

[AUTHORIZED PARTICIPANT]

Attn:

[AP’S ADDRESS]

Telephone:

Facsimile:

Telex:

   

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

Section 7. Effectiveness, Termination and Amendment . This Agreement shall become effective upon execution and delivery by each of the parties hereto. This Agreement may be terminated at any time by any party upon sixty days prior written notice to the other parties and may be terminated earlier by the Trustee or the Sponsor at any time on the event of a breach by the Authorized Participant of any provision of this Agreement (including the Standard Terms incorporated by Section 2 hereof) or the Procedures. This Agreement, along with any other agreement or instrument delivered pursuant to this Agreement, supersedes any prior agreement between or among the parties concerning the matters governed hereby.  This Agreement may be amended by the Trustee and the Sponsor from time to time without the consent of the Authorized Participant or any Beneficial Owner by the following procedure: the Trustee or the Sponsor will mail a copy of the amendment to the Authorized Participant in compliance with the notice provisions of this Agreement; if the Authorized Participant does not object in writing to the amendment within fifteen (15) Business Days after receipt of the proposed amendment, the amendment will become part of this Agreement in accordance with its terms. Titles and section headings in this Agreement (and in the Standard Terms incorporated by Section 2 hereof and the Procedures) are included solely for convenient reference and are not a part of this Agreement.  

3

 


 

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

Section 9. Assignment . No party to this Agreement shall assign any rights, or delegate the performance of any obligations, arising hereunder without the prior written consent of the other parties hereto, which shall not be unreasonably withheld; provided, that any entity into which a party hereto may be merged or converted, or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which a party hereunder shall be a party, shall be the successor of such party hereto.   The party resulting from any such merger, conversion, consolidation or succession shall promptly notify the other parties hereto of the change. Any purported assignment or delegation in violation of these provisions shall be null and void. Notwithstanding the foregoing, any successor Trustee appointed in compliance with the applicable Trust Agreement shall automatically become a party hereto and shall assume all the obligations, and be entitled to all the rights and remedies of the Trustee hereunder with respect to the applicable Trust.

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

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



[ Signatures Follow on Next Page ]



4

 


 

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







THE BANK OF NEW   YORK MELLON , in its capacity as
Trustee of the Trusts listed on Schedule A hereto


By:


Name:
Title:

Date:


ETF SECURITIES USA LLC , in its capacity as
Sponsor of the Trusts listed on Schedule A hereto


By:

Name:
Title:

Date:




[AUTHORIZED PARTICIPANT]


By:

Name:
Title:

Date:

 

5

 


 

SCHEDULE A – APPLICABLE TRUSTS



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



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



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



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



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













[Delivery Locations, Basket Sizes and Bullion Ounces per Share on Next Page]

6

 


 



DELIVERY LOCATIONS, BASKET SIZES

AND BULLION OUNCES PER SHARE



Description of Delivery and Basket Sizes:





Delivery of Bullion

Shares Per B asket

Oz. per Share at Inception

ETFS Physical Silver Shares

Loco-London

50 ,000

1.0 (Silver)

ETFS Physical Swiss Gold Shares

Loco-Zurich/London

50,000

0.1 (Gold)

ETFS Physical Platinum Shares

Loco-Zurich/London

50,000

0.1 (Platinum)

ETFS Physical Palladium Shares

Loco-Zurich/London

50,000

0.1 (Palladium)

ETFS Physical PM Basket Shares

 

 

 

 

Loco-London

 

Loco-Zurich/London

 

 

50,000

 

 

 

 

0 .0 3   (Gold) &

1.1   (Silver);

 

0.0 04   (Platinum) & 0.0 06 (Palladium)

 



 

 

 



 

 

 

 

7

 


 

SCHEDULE 1- CREATION AND REDEMPTION PROCEDURES

 

8

 


 











TABLE OF CONTENTS - SCHEDULE 1





 

Page

ARTICLE I  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION



Section 1.01.  Definitions



Section 1.02.  Interpretation

ARTICLE II  CREATION PROCEDURES



Section 2.01.  Initial Creation of Shares



Section 2.02.  Subsequent Creation of Shares

ARTICLE III  REDEMPTION PROCEDURES



Section 3.01.  Redemption of Shares



 

 

ANNEX I TO CREATION AND REDEMPTION PROCEDURES

 



Creation/Redemption Order Form

12 

ANNEX II TO CREATION AND REDEMPTION PROCEDURES

 



Order Entry System Terms and Conditions

15 





 

1

 


 

THIRD AMENDED AND RESTATED

CREATION AND REDEMPTION PROCEDURES

Adopted by the Sponsor and Trustee (each as defined below) as of September 5, 2017

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.  Def initions

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

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

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

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

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

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

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

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

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

Basket Amount ” shall mean the specific basket amount term defined in Section 1.1 of the relevant Trust Agreement (e.g., the “Basket Silver Amount” in the case of the ETFS Silver Trust; the “Basket Gold Amount” in the case of the ETFS Gold Trust; the “Basket Platinum Amount” in the case of the ETFS Platinum Trust; the “Basket Palladium Amount” in the case of the ETFS Palladium Trust; and the “Basket Bullion Amount” in the case of the ETFS Precious Metals Basket Trust).

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

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

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

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

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

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

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

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

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

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

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



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

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

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

FINRA ” means the Financial Industry Regulatory Authority.

Gold ” shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the ETFS Gold Trust and the ETFS Precious Metals Basket Trust, as applicable, relating to gold.

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

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LBMA ” shall mean the London Bullion Market Association.

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

LPPM ” shall mean the London Platinum and Palladium Market.

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

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

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

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

Palladium ” shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, as applicable, relating to palladium.

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

Platinum ” shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the ETFS Platinum Trust and the ETFS Precious Metals Basket Trust, as applicable, relating to platinum.

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

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

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

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

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

Silver ” shall have the meaning ascribed to the term in Section 1.1 of the Trust Agreements of the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, as applicable, relating to silver.

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

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

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

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

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

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

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

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

Section 1.02.  Interpr etation

.  In these Procedures:

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

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

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

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

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

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ARTICLE II

CREATION PROCEDURES

Section 2.01.     Initial Cre ation of Shares

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

Section 2.02.     Subsequ ent Creation of Shares

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

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

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

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

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

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

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

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

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Order endorsed “Declined” by the Trustee and indicating the reason. The preceding sentence notwithstanding, Purchase Orders not accepted by 5:30 p.m. (New York time) on the Order Date shall be deemed cancelled. A Purchase Order which is not properly completed will be deemed invalid and rejected by the Trustee; the Authorized Participant may submit a corrected Purchase Order within the time period specified in Section 1.09 of the Standard Terms.

e. Each Purchase Order shall settle on the second Business Day following the Order Date. The Basket Amount corresponding to each Basket must be deposited in the Custodial Unallocated Account in unallocated Bullion (i) loco London with respect to Silver for the ETFS Silver Trust and the ETFS Precious Metals Basket Trust, (ii) loco London with respect to Gold for the ETFS Precious Metals Basket Trust, (iii) loco Zurich or loco London with respect to Gold for the ETFS Gold Trust, and (iv) loco Zurich or loco London with respect to Platinum and Palladium for the ETFS Platinum Trust, the ETFS Palladium Trust and the ETFS Precious Metals Basket Trust, no later than 3:00 p.m. (London time) on the second Business Day following the Order Date. With respect to Gold for the ETFS Gold Trust and where the Authorized Participant elects loco London, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap.

f. The Custodian shall advise the Trustee in writing of the deposits made to the Custodial Allocated Account in connection with each Purchase Order.

g. On the second Business Day following the Order Date corresponding to a Purchase Order, or on such earlier date and time as the Trustee in its absolute discretion may agree with the Authorized Participant, the Trustee shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and Deliver them, by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in its Purchase Order, provided that, by 11:00 a.m. (New York time) on the date such issuance and Delivery is to take place:

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

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

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

i. The foregoing provisions notwithstanding, neither the Trustee nor the Custodian shall be liable for any failure or delay in making Delivery of Shares in respect of a Purchase Order arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of

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government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, act of God such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order will be extended for a period equal to that during which the inability to perform continues.

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

k. Purchase Orders may be rejected under the circumstances specified in the applicable Prospectus.



ARTICLE III

REDEMPTION PROCEDURES

Section 3.01.     Rede mption of Shares

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

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

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

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

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

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

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

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Basket Amount that the Custodian shall Deliver to the Authorized Participant in respect of each Basket being redeemed.

d. The Trustee shall, by 11:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order, confirm in writing to the Custodian whether each of the following has occurred by 10:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order:

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

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

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



(1) on the same Business Day, Deliver:

            ●  unallocated Silver loco London;

            ●  unallocated Gold loco London (for the ETFS Precious Metals Basket Trust only);

            ●  unallocated Gold loco Zurich (for the ETFS Gold Trust only);

            ●  unallocated Platinum loco Zurich;

            ●  unallocated Platinum loco London;

            ●  unallocated Palladium loco Zurich; and/or

            ●  unallocated Palladium loco London

  (as applicable to the specific Redemption Order); and

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

●  unallocated Gold loco London (for the ETFS Gold Trust only)

  (as applicable to the specific Redemption Order)



in the amounts specified in the communication sent in compliance with Section 3.01c. above, to the account indicated by the redeeming Authorized Participant in its Redemption Order (which shall be an appropriate bullion account with an LBMA member or LPPM member, as applicable for the type of Bullion involved). With respect to Gold from the ETFS Gold Trust and where the Authorized Participant elects loco London delivery, the Authorized Participant must first agree to the cost of the loco swap with the Custodian and reimburse the Custodian for any amount owed under such swap. Having made such Delivery, the Custodian shall send written confirmation thereof to the Trustee who shall then cancel the Shares so redeemed.

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

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

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activities causing trading halts, systems failures involving computer or other information systems affecting a Trust, the Trustee, the Custodian or sub-custodian, metal clearing bank delays and similar extraordinary events beyond the Trustee’s control. In the event of any such delay, the time to complete Delivery in respect of a Redemption Order will be extended for a period equal to that during which the inability to perform continues.

g. In the event that, by 10:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order, Trustee’s account at DTC shall not have been credited with the total number of Shares corresponding to the total number of Baskets to be redeemed pursuant to such Redemption Order, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two (2) Business Days following receipt of such notice to correct such failure. If such failure is not cured within such two (2) Business Day period, the Trustee (in consultation with the Sponsor) will cancel such Redemption Order and will send via fax or electronic mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled Order. The Trustee is authorized to Deliver the Basket Amount for a Redemption Order notwithstanding that the Basket(s) to be redeemed are not credited to the Trustee’s DTC account by 10:00 a.m. (New York time) on the second Business Day following the Order Date of a Redemption Order if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTC’s book entry system on such terms as the Sponsor and the Trustee may from time to time agree upon.

h. The redemption of Shares may be suspended or rejected under the circumstances specified in the applicable Prospectus.

[Signatures Follow on Next Page]

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



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





By:___________________________________

Name:

Title:







ETF SECURITIES USA LLC, in its capacity as Sponsor





By:___________________________________

Name:

Title:







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

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ANNE X I TO CREATION AND REDEMPTION PROCEDURES


THE BANK OF NEW YORK MELLON, TRUSTEE
CREATION/REDEMPTION ORDER FORM
UNALLOCATED ORDERS ONLY

CONTACT INFORMATION FOR ORDER EXECUTION:

     Telephone order number: (718) 315-7500

    Fax order number: (732) 667-9478

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



I. TO BE COMPLETED BY AUTHORIZED   PARTICIPANT:



Name of Trust:____________________________________



Date:_____________________________ Time:__________________________________________

Broker Name:______________________ Authorized Participant Firm Name:__________________

DTC Participant Number:_____________ Fax Number:____________________________________

Telephone Number:_________________ Symbol:________________________________________



Type of order (Check Creation or Redemption please)



Creation:_________________________ Redemption:____________________________________



# of Baskets:______________________ Number of Baskets written out:_____________________



Order #__________________________



Please indicate Bullion clearing agent:



For Silver involving the ETFS Silver Trust only



HSBC  



For Silver involving the ETFS Precious Metals Basket Trust and for Gold, Palladium and Platinum



JP Morgan  Other (please specify clearing agent):_______________________



Account number for Bullion delivery:____________________________________________





 

 

(With respect to Silver only):

loco London 

 

(With respect to Gold involving the ETFS Precious Metals Basket Trust only):

loco London 

 

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(With respect to Gold involving the ETFS Gold Trust only):

loco London 

loco Zurich     

(With respect to Platinum only):

loco London 

loco Zurich     

(With respect to Palladium only):

loco London 

loco Zurich     



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



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





_____________ _________________________________ ________

Authorized Representative’s Signature Date

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II. TO BE COMPLETED BY TRUSTEE:



This certifies that the above order has been:



_______________Accepted by the Trustee



_______________Declined-Reason:____________________________________________________



Final # of Ounces:



______________________________(Gold)



______________________________(Silver)



______________________________(Platinum)



______________________________(Palladium)



Final # of Shares: _________________





Final Cash Due to BNYM  _______________





________ _______ _____________________________

Date Time Authorized Signature of Trustee

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ANNE X II TO CREATION AND REDEMPTION PROCEDURES


ORDER ENTRY SYSTEM TERMS AND CONDITIONS

This Annex II shall govern use by Authorized Participant of the electronic order entry system for placing Purchase Orders and Redemption Orders for Shares (the “ System ”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Schedule 1 of the Authorized Participant Agreement. In the event of any conflict between the terms of this Annex II and the main body of the Authorized Participant Agreement with respect to the placing of Purchase Orders and Redemption Orders, the terms of this Annex II shall control.

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

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



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

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



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

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

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

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

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

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

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





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SCHEDULE 2- STANDARD TERMS



 

 


 

TABLE OF CONTENTS - SCHEDULE 2





 

Page

ARTICLE I ORDERS FOR PURCHASE AND REDEMPTION

 



Section 1.01.  Authorization to Purchase and Redeem Baskets



Section 1.02.  Procedures for Orders



Section 1.03.  Consent to Recording



Section 1.04.  Irrevocability



Section 1.05.  Costs and Expenses



Section 1.06.  Delivery of Property to the Trust



Section 1.07.  Title to Deposit Property and Shares Surrendered for Redemption



Section 1.08.  Certain Payments or Distributions



Section 1.09.  Ambiguous Instructions



 

 

ARTICLE II AUTHORIZED REPRESENTATIVES

 



Section 2.01.  Certification



Section 2.02.  PIN Numbers



Section 2.03.  Termination of Authority



Section 2.04.  Verification



 

 

ARTICLE III STATUS OF THE AUTHORIZED PARTICIPANT

 



Section 3.01.  Clearing Status



Section 3.02.  Broker-Dealer Status



Section 3.03.  Foreign Status



Section 3.04.  Compliance with Certain Laws



Section 3.05.  Authorized Participant Status



 

 

ARTICLE IV ROLE OF AUTHORIZED PARTICIPANT

 



Section 4.01.  No Agency



Section 4.02.  Rights and Obligations of DTC Participant



Section 4.03.  Beneficial Owner Communications



Section 4.04.  Authorized Participant Customer Information



 

 

ARTICLE V MARKETING MATERIALS AND REPRESENTATIONS AND WARRANTIES

 



Section 5.01.  Authorized Participant’s Representation



Section 5.02.  Prospectus



 

 

ARTICLE VI INDEMNIFICATION; LIMITATION OF LIABILITY

 



Section 6.01.  Indemnification



 

 

ARTICLE VII MISCELLANEOUS

 



Section 7.01.  Commencement of Trading



 

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FIRST AMENDED AND RESTATED STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS (the “ Standard Terms ”) agreed to as of September 27 , 2010 by and between The Bank of New York Mellon, a New York banking corporation (the “ Trustee ”), and ETF Securities USA LLC, a Delaware limited liability company (the “ Sponsor ”).



ARTIC LE I



ORDERS FOR PURCHASE AND REDEMPTION



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



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



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



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



Section 1.05. Costs and E xpenses . The Authorized Participant shall be responsible for the expenses and costs incurred by the Trust that can be directly attributable to Orders submitted by the Authorized Participant other than ordinary course expenses and costs which are reimbursed through payment of the fee contemplated in Section 2.02(g) of the Procedures.  The Trustee or the Sponsor shall provide the Authorized Participant with reasonably detailed information relating to such expenses and costs upon request by the Authorized Participant.



Section 1.06. Delivery of Pro perty to the Trust and Shares Surrendered for Redemption . The Authorized Participant understands and agrees that in the event Deposit Property is not transferred to the Trust by the time specified for the Purchase Order, or Shares are not delivered to the Trustee by the time specified for the

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



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



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



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



Section 1.08. Certain Payme nts or Distributions .  



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

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



Section 1.09. Ambiguous Instructions .  In the event that a Purchase Order or Redemption Order contains terms that differ from the information provided in the related telephone call or email transmission, the Trustee will attempt to contact the Authorized Participant to request confirmation of the terms of the order at the telephone number indicated in the Purchase Order or Redemption Order.  If an Authorized Representative confirms the terms as they appear in the Purchase Order or Redemption Order, then the order will be accepted and processed.  If an Authorized Representative contradicts the terms of the Purchase Order or Redemption Order, the order will be deemed invalid, and a corrected Purchase Order or Redemption Order must be received by the Trustee not later than the earlier of (i) within fifteen (15) minutes of such contact with the Authorized Representative or (ii) thirty (30) minutes after the Order Cutoff Time.  For the avoidance of doubt, notwithstanding the invalidation of the initial Purchase Order or Redemption Order pursuant to this paragraph, a Purchase Order or Redemption Order that is otherwise in proper form shall be deemed submitted at the time of its initial submission for purposes of determining when orders are deemed “received.” If the Trustee is not able to contact an Authorized Person, then the Purchase Order or Redemption Order shall be accepted and processed in accordance with its terms notwithstanding any inconsistency from the terms of the telephone information.  In the event that a Purchase Order or Redemption Order contains terms that are illegible, the submission will be deemed invalid and the Trustee will attempt to contact the Authorized Participant to request retransmission.  A corrected Purchase Order or Redemption Order must be received by the Trustee, as applicable, not later than the earlier of (i) within fifteen (15) minutes of such contact with the Authorized Participant or (ii) thirty (30) minutes after the Order Cutoff Time.



ARTICL E II



AUTHORIZED REPRESENTATIVES



Section 2.01. Certifica tion . Concurrently with the execution of the Authorized Participant Agreement, the Authorized Participant shall deliver to the Trustee a certificate in a form as attached at Schedule 3-A to the Authorized Participant Agreement (an “ Authorized Representative Certificate ”) signed by the Authorized Participant’s Secretary or other duly authorized person setting forth the names, signatures, e-mail addresses and telephone and facsimile numbers of all persons authorized to give instructions relating to any activity contemplated hereby or any other notice, request or instruction on behalf of the Authorized Participant (each an

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Authorized Representative ”).  Such certificate may be accepted and relied upon by the Trustee as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until (i) receipt by the Trustee of a superseding Authorized Representative Certificate, or (ii) termination of the Authorized Participant Agreement.  After such Authorized Representative Certificate is accepted by the Trustee, the Authorized Participant may authorize additional Authorized Representatives to give instructions relating to any activity contemplated hereby or any other notice, request or instruction on behalf of the Authorized Participant by delivering to the Trustee an addendum to the certificate described above in a form as attached at Schedule 3-B to the Authorized Participant Agreement.



Section 2.02. PIN Nu mbers . The Trustee shall issue to each Authorized Participant a unique personal identification number (“ PIN Number ”) by which such Authorized Participant shall be identified and instructions issued by the Authorized Participant shall be authenticated. The PIN Number shall be kept confidential and only provided to Authorized Representatives. The Authorized Participant may revoke the PIN Number at any time upon written notice to the Trustee, and the Authorized Participant shall be responsible for doing so in the event that it becomes aware that an unauthorized person has received access to its PIN Number or has or intends to use the PIN Number in an unauthorized manner.  Upon receipt of such written request, the Trustee shall, as promptly as practicable, de-activate the PIN Number. If an Authorized Participant’s PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon by the Authorized Participant and the Trustee.  Except as otherwise provided in these Standard Terms, the Authorized Participant agrees that, absent the Trustee’s fraud, gross negligence, bad faith or reckless or willful misconduct in failing to cancel the PIN Number promptly following a written request to do so from the Authorized Participant or the termination of the Authorized Participant Agreement, none of the Trust or the Trustee shall be liable for losses incurred by the Authorized Participant as a result of unauthorized use of the Authorized Participant’s PIN Number prior to the time when the Authorized Participant provides notice to the Trustee of the termination or revocation of authority pursuant to Section 2.03 and the Trustee has de-activated the PIN Number as provided for in this paragraph.



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



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



ART ICLE III



STATUS OF THE AUTHORIZED PARTICIPANT



Section 3.01. Clearing Status . The Authorized Participant represents, covenants and warrants that, as of the date of execution of the Authorized Participant Agreement, and at all times during the term of the Authorized Participant Agreement, the Authorized Participant is and will be entitled to use the clearing and

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settlement services of each of the national or international clearing and settlement organizations through which, in compliance with the Procedures, the transactions contemplated hereby will clear and settle. Any change in the foregoing status of the Authorized Participant shall terminate the Authorized Participant Agreement and the Authorized Participant shall give prompt written notice thereof to the Trustee.



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



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



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



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



ARTI CLE IV



ROLE OF AUTHORIZED PARTICIPANT



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

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



Section 4.03. Beneficial Owner Communications . The Authorized Participant agrees (i) subject to any limitations arising under federal or state securities laws relating to privacy, its internal privacy policies, or other obligations it may have to its customers, to assist the Trustee or the Sponsor in determining certain information regarding sales of Shares made by or through the Authorized Participant (including, without limitation, the ownership level of each beneficial owner relating to positions in Shares that the Authorized Participant may hold as record holder) upon the request of the Trustee or the Sponsor that is necessary for the Trustee or Sponsor to comply with their obligations to distribute information to beneficial owners of Shares under applicable state or federal securities laws or (ii) in lieu thereof, and at the option of the Authorized Participant, to forward to such beneficial owners written materials and communications received from the Sponsor or the Trustee in sufficient quantities to allow mailing thereof to such beneficial owners, including notices, annual reports, disclosure or other informational materials and any amendments or supplements thereto that may be required to be sent by the Sponsor or the Trustee to such beneficial owners pursuant applicable law or regulation or otherwise, or that the Sponsor or the Trustee reasonably wishes to distribute to such beneficial owners, in each case at the expense of the Sponsor and/or the Trust.



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



ART ICLE V



MARKETING MATERIALS AND REPRESENTATIONS AND WARRANTIES



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

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such reports, research, marketing materials, sales literature or other similar materials comply with applicable FINRA rules and (ii) for internal use by the Authorized Participant and its Affiliates and representatives.



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



ARTI CLE VI



INDEMNIFICATION; LIMITATION OF LIABILITY



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



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

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Participant shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Authorized Participant elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the AP Indemnified Parties in the suit and who shall not, except with consent of the AP Indemnified Parties, be counsel to the Authorized Participant.  If the Authorized Participant does not elect to assume the defense of any suit, it will reimburse the AP Indemnified Parties in the suit for the reasonable fees and expenses of any counsel retained by them.



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



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



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



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



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



ARTIC LE VII



MISCELLANEOUS



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





[ Signatures Follow on Next Page ]

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





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









By:  

Name:

Title:









ETF SECURITIES USA LLC , in its capacity as Sponsor









By:  

Name:

Title: 











[First Amended and Restated Standard Terms Signature Page]

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SCHEDULE 3-A : AUTHORIZED REPRESENTATIVES OF THE AUTHORIZED PARTICIPANT



Certificate of Authorized Representatives of the Authorized Participant



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







Name: __________________ Name: __________________

Title: __________________ Title: __________________

Signature: __________________ Signature: __________________

Phone: __________________ Phone: __________________

Email:  __________________ Email: __________________





Name: __________________ Name: __________________

Title: __________________ Title: __________________

Signature: __________________ Signature: __________________

Phone: __________________ Phone: __________________

Email:  __________________ Email: __________________





Name: __________________ Name: __________________

Title: __________________ Title: __________________

Signature: __________________ Signature: __________________

Phone: __________________ Phone: __________________

Email:  __________________ Email: __________________





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





By:

Name:

Title:

Date:                      

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SCHEDULE 3-B : ADDENDUM TO CERTIFICATE OF AUTHORIZED REPRESENTATIVES OF THE AUTHORIZED PARTICIPANT



[On AP’s Firm Letterhead]

[DATE]

Attn: Jarvis Joseph 
The Bank of New York Mellon

2 Hanson Place — Floor 9th
Brooklyn, NY 11217

New York

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



Ladies and Gentlemen:



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





Name: __________________ Name: __________________

Title: __________________ Title: __________________

Signature: __________________ Signature: __________________

Phone: __________________ Phone: __________________

Email:  __________________ Email: __________________





Name: __________________ Name: __________________

Title: __________________ Title: __________________

Signature: __________________ Signature: __________________

Phone: __________________ Phone: __________________

Email:   __________________ Email: __________________





Please provide PIN numbers for those listed above.



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



By:

Name:

Title:

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Date:                       

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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Graham Tuckwell, certify that:

1. I have reviewed this Report on Form 10- Q of ETFS   Gold   Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



 



 

Date: November 3 , 201 7

/s/ Graham Tuckwell *



Graham Tuckwell **



President and Chief Executive Officer



(Principal Executive Officer)





 

*

The originally executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available for inspection upon request.

**

The Registrant is a trust and Mr. Tuckwell is signing in his capacity as an officer of ETF Securities USA LLC, the Sponsor of the Registrant.



 



 


Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher Foulds , certify that:

1. I have reviewed this Report on Form 10- Q of ETFS Gold   Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



 



 

Date: November 3 , 2017

/s/ Christopher Foulds *



Christopher Foulds **



Chief Financial Officer and Treasurer



(Principal Financial Officer and Principal Accounting Officer)





 

*

The originally executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available for inspection upon request.

**

The Registrant is a trust and Mr. Foulds is signing in his capacity as an officer of ETF Securities USA LLC, the Sponsor of the Registrant.






Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ETFS Gold   Trust (the “Company”) on Form 10- Q for the quarter ended September 30 , 201 7 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



 

 



 

 

Date: November 3 , 2017

/s/ Graham Tuckwell *

 



Graham Tuckwell* *

 



President and Chief Executive Officer

 



(Principal Executive Officer)

 



* The original executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available for inspection upon request.

** The Registrant is a trust and Mr. Tuckwell is signing in his capacity as an officer of ETF Securities USA LLC, the Sponsor of the Registrant.

 




Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly   Report of ETFS Gold   Trust (the “Company”) on Form 10-Q for the quarter ended September 30 , 201 7   as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



 

 



 

 

Date:   November 3 , 201 7

/s/ Christopher Foulds *

 



Christopher Foulds **

 



Chief Financial Officer and Treasurer

 



(Principal Financial Officer and Principal Accounting Officer )

 



* The original executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available for inspection upon request.  

** The Registrant is a trust and Mr. Foulds is signing in his capacity as an officer of ETF Securities USA LLC, the Sponsor of the Registrant.