Custodian Agreement

(1)

JPMorgan Chase Bank N.A., London Branch, a company incorporated with limited liability as a National Banking Association, whose principal London office is at 25 Bank Street, Canary Wharf, London, E14 5JP, UK ("we" or "us"); and

(2)

The Bank of New York Mellon, a banking corporation organized under the laws of the State of New York, whose principal place of business is at 240 Greenwich Street, 8^th Floor, New York, New York 10286, United States of America, in its capacity as trustee of the iShares® Gold Trust Micro ("Trust"), (in such capacity "you").

(3)

iShares Delaware Trust Sponsor LLC, a Delaware limited liability company, whose principal place of business is at 400 Howard Street, San Francisco, CA 94105, United States of America, in its capacity as sponsor of the Trust. Sponsor is entering into this agreement solely with respect to clause 10.1.

1.

INTERPRETATION

1.1

Definitions: In this Agreement:

1.2

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

1.3

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

1.4

VAT Groups: References to any right, entitlement or obligation of any person under the laws in relation to VAT shall (where appropriate and unless the context otherwise requires) be construed, at any time when such person is treated as a member of a VAT Group, to include a reference to the right, entitlement or obligation under such laws of the representative member of such VAT Group at such time.

2.

ACCOUNT

2.1

Opening Account: We shall open and maintain the Account. The Account shall comprise:

(a)

an Allocated Account in respect of Gold which you ask us to hold for you on an allocated basis; and

(b)

an Unallocated Account in respect of Gold which you ask us to hold for you on an unallocated basis,

2.2

Deposits and withdrawals: The balance of your Account shall reflect the combined balance on your Allocated Account and Unallocated Account. The balance of the Allocated Account shall reflect the amount of Bullion. The balance of the Unallocated Account shall reflect your or our entitlement to delivery of an amount of Gold from the other party, in each case equal to the amount of deposits less withdrawals of Gold made by you pursuant to the terms of this Agreement in relation to the Unallocated Account.

2.3

Denomination of Account: The Account shall be denominated in Ounces.

2.4

Delivery, Receipt and Maintenance of Gold: We will receive, hold, release and deliver Gold from the Account only in accordance with this Agreement and the Procedures. In the event of a conflict between the terms of this Agreement and those of the Procedures, the Procedures shall prevail; provided, however, that any amendment to the Procedures after the date of this Agreement which modifies the scope of our duties or liabilities shall only be binding upon us to the extent that it has been adopted by you and the Sponsor with our prior written consent (which consent will not be unreasonably withheld or delayed).

2.5

Reports: We will provide reports to you relating to deposits into and withdrawals from the Account and the Account Balance in such form and with such frequency (but not less than monthly) as may be agreed between you and us including the reports specified in sub-clauses (a) and (b) below. We will notify you by SWIFT or email on each day there is activity in an account of the balance in the account on such day and of any instruction to which we were unable to give effect. Such reports will also be available to you daily by means of eBTS.

(a)

For each Business Day, not later than 9:00 a.m., New York time, on the following Business Day, we will transmit to you information showing the movement of Gold into and out of the Account, identifying separately each transaction and any substitution of Gold made under clause 2.7.

(b)

We will supply to you at least monthly, within ten Business Days following the end of each calendar month a written statement which:

(i)

lists all property held in the Account including a weight list for the Gold in the Allocated Account containing information sufficient to uniquely identify each bar of Gold;

(ii)

identifies the entity having physical possession of each bar; and

(iii)

details all transactions involving the Account, including daily balances held in the Unallocated Account and all transfers to or from the Account or any account with a Sub-Custodian containing Gold held for your benefit and any substitutions or relocations of Gold held in the Account.

(c)

We will maintain a secure website, whereby you shall gain access to the list of all bars of Gold in the Account, which list shall be updated at least weekly and include the following information for each bar of Gold:

(i)

relevant Vault Location;

(ii)

gross weight;

(iii)

fineness;

(iv)

serial identification number;

(v)

size;

(vi)

fine Ounces; and

(vii)

applicable refinery name.

2.6

Reversal of entries: We at all times reserve the right to reverse any provisional or erroneous entries to the Account with effect back-valued to the date upon which the final or correct entry (or no entry) should have been made.

2.7

Substitution of Gold: With your prior approval (in consultation with the Sponsor), we may substitute other Gold for Bullion, provided that there is no change in the total number of Ounces of Bullion. 

2.8

Access to Records; Inspection Rights: We will permit your officers and properly designated representatives and independent public accountants for the Trust identified by you reasonable access to the records of the Account for the purpose of confirming the content of those records. Upon at least ten days' prior notice, during our regular banking hours, any such officer or properly designated representative, any independent public accountants for the Trust identified by you and any person designated by any regulatory authority having jurisdiction over you or the Trust will be entitled to examine on our premises the Gold held by us on our premises pursuant to this Agreement and our records regarding the Gold held hereunder at a Sub-Custodian, but only upon receipt from you of properly authorised instructions to that effect. Unless we have received at least ten days' prior notice and reasonable assurances (in our sole discretion) that any costs and expenses incurred in connection therewith will be indemnified to us, we shall not be required to move to our premises any Gold held at a Sub-Custodian for purposes of making it available for inspection as provided herein. In addition, we understand that, in connection with the preparation of the financial statements of the Trust that will be filed from time to time with the United States Securities and Exchange Commission, officers of the Sponsor will be required by law or regulation to provide written assurances regarding the reliability of the internal controls used in the preparation of those financials. To the extent that our activities or controls in our capacity as custodian of the Trust assets are relevant to the information presented in the financial statements of the Trust, we will cooperate with the Sponsor and the Trustee to enable the Sponsor to provide the required written assurances referred to above, including (but not limited to) by providing the Sponsor's and the Trust's external auditors with any necessary information and reports regarding our internal control over financial reporting as far as such reporting relates to the scope of our duties.

3.

DEPOSITS

3.1

Procedure: You may at any time notify us of your intention to deposit Gold. A deposit must be made (in the manner and accompanied by such documentation as we may require) by:

(a)

(in the case of the Unallocated Account only) transfer from an account relating to Gold and having the same denomination as that to which the Account relates; or

(b)

the delivery of Gold to us at any Vault Location, through any recognised clearing member of the LBMA (acting as delivery agent), or as we may otherwise direct, at your expense and risk. All deposits of Gold delivered to us must be in the form of bars which comply with the Rules (including the Rules relating to good delivery and fineness) or in such other form as may be agreed between you and us. In connection with any such deposit of Gold, we shall use commercially reasonable efforts to review the Gold to determine if any Gold included in the deposit is subject to governmental sanctions applicable to brands of gold, including, without limitation, sanctions of The Office of Foreign Asset Control of the Department of Treasury of the United States applicable to brands of gold. If any Gold included in the deposit is identified by us as being subject to any such sanctions, we shall reject the deposit of Gold and shall promptly notify in writing the depositor and the delivery agent, as applicable, and the Trustee of such rejection.

3.2

Notice requirements: Any notice relating to a deposit of Gold must:

(a)

be received by us no later than the time specified in the Procedures unless otherwise agreed;

(b)

in the case of a deposit pursuant to clause 3.1(a), specify the details of the account from which the Gold will be transferred;

(c)

in the case of a deposit pursuant to clause 3.1(b), specify the name of the person or carrier that will deliver the Gold to us at a Vault Location, or as we may direct, and the manner in which the Gold will be packed; and

(d)

specify the amount (in the appropriate denomination) of the Gold to be credited to the Account, the Availability Date, and any other information which we may from time to time require.

3.3

Timing: A deposit of Gold will not be credited to the Account until:

(a)

in the case of a deposit pursuant to clause 3.1(a), an account of ours with any bank, broker or other firm has been credited with an amount equal to the amount of such deposit; and

(b)

in the case of a deposit pursuant to clause 3.1(b), we have received the Gold and verified compliance with the Rules (without prejudice to clause 12.1), weighed it in accordance with LBMA practice to confirm that it is the required weight, confirmed all markings, and determined on the basis of a visual inspection that it is not damaged and there is no reason to believe it is not accurately described in the delivery instruction.

3.4

Capacity; Right to amend procedure: We will use our best efforts to have available the necessary capacity to take delivery of Gold on your behalf at the locations specified in clause 7.4 by parties making such deliveries; for this purpose we are authorised to, at our own risk and expense, move Gold held in the Account from one location to another location otherwise permitted under this Agreement.

4.

WITHDRAWALS

4.1

Release of Gold: No Gold held in the Account shall be released in any manner whatsoever except upon your written instructions and in accordance with the Procedures. We will deliver Gold by making Gold bars available for collection at our office or at the office of a Sub-Custodian at which the Gold is held. However, we will, upon your order, deliver amounts of up to 430 Ounces from the Unallocated Account.

4.2

Procedure: You may at any time notify us of your intention to withdraw Gold standing to the credit of the Account. A withdrawal may be made (in the manner and accompanied by such documentation as we may require) by:

(a)

(in the case of the Unallocated Account only) transfer to an account relating to Gold and having the same denomination as that to which the Account relates; or

(b)

the collection of Gold from us at any Vault Location, or at the vault premises of such Sub-Custodian as we may direct, at your expense and risk. Without prejudice to clause 12.1, any Gold made available to you will be in the form of bars which comply with the Rules (including the Rules relating to good delivery and fineness) or in such other form as may be agreed between you and us. We are entitled to select which bars are to be made available to you.

4.3

Notice requirements: Any notice relating to a withdrawal of Gold must:

(a)

be received by us no later than the time set out in the Procedures;

(b)

specify the details of the account to which the Gold is to be transferred or the name of the person or carrier that will collect the Gold from us (as applicable); and

(c)

specify the amount of Gold to be withdrawn from the Allocated Account and the amount (in the appropriate denomination) of any Gold to be debited to the Unallocated Account, the Withdrawal Date, and any other information which we may from time to time require.

4.4

Collection of Bullion: You must collect, or arrange for the collection of Bullion being withdrawn from us or the Sub-Custodian at your expense and risk. We will advise you of the Vault Location or the vault premises of such Sub-Custodian as we may direct from which the Bullion may be collected no later than one Business Day prior to the Withdrawal Date.

5.

INSTRUCTIONS

5.1

Your representatives: Whenever in this Agreement it is provided that we are authorised to act or refrain from acting on instructions, approval or consent of, or notice from, you, we are so authorised to act or refrain from acting only on instructions, approval, consent or notice given in accordance with this clause 5. We are authorised to rely and act upon written instructions given by you through the Society for Worldwide Interbank Financial Telecommunications secure messaging system (“SWIFT”). It is your responsibility to maintain commercially reasonable controls and security procedures with respect to your use of SWIFT and the persons who are authorised to access SWIFT for purposes of instructions and other communications given by you to us pursuant to this Agreement. You agree to provide a list of such authorised persons to the Sponsor from time to time upon the Sponsor’s written request.    

5.2

eBTS: All transfers into and out of the Account(s) shall be made upon receipt of, and in accordance with, instructions given by you to us. Such instructions may be given either: a. through eBTS, accessible through the JPMorgan Chase Bank website (the "Website") by you pursuant to the terms of the Website agreement; or b. if, for any reason the Website is not operational, and unless otherwise agreed, any such instruction or communication shall be effective if given by authenticated electronic transmission (including tested telex and SWIFT) or such other electronic messaging system as the parties may from time to time agree.

5.3

Amendments: Once given, instructions continue in full force and effect until they are cancelled, amended or superseded. Any such instructions shall have effect only after actual receipt by us.

5.4

Unclear or ambiguous instructions: If, in our opinion, any instructions are unclear or ambiguous, we will use reasonable endeavours (taking into account any relevant time constraints) to obtain clarification of those instructions but, failing that, we may in our absolute discretion and without any liability on our part, act upon what we believe in good faith such instructions to be or refuse to take any action or execute such instructions until any ambiguity or conflict has been resolved to our satisfaction.

5.5

Refusal to execute: We reserve the right to refuse to execute instructions if in our opinion they are or may be contrary to the Rules or any applicable law.

6.

CONFIDENTIALITY

6.1

Disclosure to others: Subject to clause 6.2, each party shall respect the confidentiality of information acquired under this Agreement and neither will, without the consent of the other, disclose to any other person any information acquired under this Agreement provided that nothing in this Agreement will prevent or condition the filing with the United States Securities and Exchange Commission of a copy of this Agreement in connection with the registration of the public offering of its shares by the Trust.

6.2

Permitted disclosures: Each party accepts that from time to time the other party may be required by law or the Rules, or requested by a government department or agency, fiscal body or regulatory authority, to disclose information acquired under this Agreement. In addition, the disclosure of such information may be required by a party's auditors, by its legal or other advisors or by a company which is in the same group of companies as a party (e.g., a subsidiary or holding company of a party). Each party irrevocably authorises the other to make such disclosures without further reference to such party.

7.

CUSTODY SERVICES

7.1

Appointment: You hereby appoint us to act as custodian of the Bullion in accordance with this Agreement and any Rules which apply to us.

7.2

Segregation of Bullion: We will segregate the Bullion from any precious metal which we own or hold for other customers or which BNYM owns in its own right and we will require Sub-Custodians to segregate the Bullion from any precious metals owned by any of the foregoing.

7.3

Ownership of Bullion: We will identify in our books, and will require any Sub-Custodian to identify on their books, that the Bullion belongs to you.

7.4

Location of Bullion: The Bullion must be held by us at a Vault Location or at the vaults of any Sub-Custodian in England or the United States, unless otherwise agreed between you and us (with the Sponsor's approval).

7.5

Minimization of Gold held in Unallocated Account: We will seek to minimise the amount of Gold held in the Unallocated Account by allocating, on each Business Day, bars of Gold to the Allocated Account in substitution for holdings of an equivalent denomination in the Unallocated Account such that no Gold is held in the Unallocated Account at the close of such Business Day. If in the process of reducing to zero the number of Ounces in the Unallocated Account on any Business Day we allocate to the Allocated Account a Gold bar with an aggregate weight in excess of your balance in the Unallocated Account prior to such allocation, we and the Trust will be co-owners of such Gold bar in proportion to our respective ownership interests. We will take reasonable steps to limit at all times the number of bars of Bullion co-owned by the Trust and us to no more than one and, for this purpose, any allocation to the Allocated Account will seek to eliminate such co-ownership by first transferring to the Trust the portion of any jointly owned Gold bar not owned by the Trust.

7.6

Charges; Liens: The Bullion and Gold held in the Account shall not be subject to any right, charge, security interest, lien or claim of any kind in favour of us, any Sub-Custodian or any creditor of any of them or any other person, except a lien in our favour for our Fees payable under clause 11 for the safe custody and administration of the Bullion or Gold held in the Account. We shall not loan, hypothecate, pledge or otherwise encumber any Bullion or Gold held in the Account absent your written instructions.

7.7

Insurance: We undertake that we maintain insurance in support of our custodial obligations under this Agreement including covering any loss of Gold. In addition, we will maintain breadth of policies and coverage limits agreed between us and the Sponsor and its affiliates from time to time.  Subject to your execution of a mutually agreeable non-disclosure agreement, evidence of such insurance coverage is available upon request. In the event that we elect to reduce, cancel or not to renew such insurance, we will give you prior written notice as follows: in the case of a reduction, we will endeavour to provide such notice at least 30 days prior to the effective date of the reduction; and in the event of a cancellation or expiration of the insurance without renewal we will provide such notice at least 30 days prior to the last day of insurance coverage. You acknowledge that any such insurance is held for our benefit and not for the benefit of you or the Trust, and that notwithstanding clause 12.6 you may not submit any claim under the terms of such insurance.

7.8

Notice of Changes: We will notify you promptly in writing if we become aware that (i) we receive notice of any claim against the Account other than a claim for payment of safe custody or administration permitted by this Agreement; (ii) we otherwise fail to comply with any of the provisions of this Agreement; or (iii) any of our representations and warranties in clause 9 shall cease to be true and correct.

7.9

Other Information: To the extent that the Custodian’s activities under this Agreement are relevant to the preparation of the filings required of the Trust under the securities laws of the United States or any other jurisdiction, the Custodian will, to the extent permitted by applicable law, the Rules or applicable regulatory authority, and upon reasonable request, cooperate with the Trustee and the Sponsor and the Trustee’s and the Sponsor’s representatives to provide such information concerning the Custodian’s activities as may be necessary, in the Sponsor’s discretion, for such filings to be completed. Additionally, to the extent that the Custodian’s activities or controls in its capacity as custodian of the Trust’s assets are relevant to the information presented in the financial statements of the Trust, the Custodian will, upon reasonable request, cooperate with the Sponsor and the Trustee to assist the Sponsor in providing the required written assurances regarding the reliability of the internal controls used in the preparation of such financial statements, including by providing the Trust’s external auditors with information and reports regarding the Custodian’s internal controls over financial reporting as far as such reporting relates to the scope of the Custodian’s duties.

7.10

Purchases of Gold by us: When requested by you on any Business Day on which Gold held by the Trust is evaluated, we will purchase from you, for cash and for standard t+2 settlement, the amount of Gold that you specify as necessary to pay the expenses of the Trust at a price per Ounce equal to the price used by you for the evaluation of the Trust's Gold on such date. We will pay to you or to your order the proceeds of each purchase of Gold made under this clause when requested by you or otherwise on the first Business Day following the end of the month in which the transaction occurred.

8.

SUB-CUSTODIANS AND AGENTS

8.1

Sub-Custodians: We may appoint Sub-Custodians to perform any of our duties under this Agreement including the custody and safekeeping of Bullion. We will use reasonable care in the appointment of any Sub-Custodian. Gold held by a Sub-Custodian shall be kept in our account at such Sub-Custodian, and we will separately identify on our books Gold that is so held on your behalf. Our account with each such Sub-Custodian will be subject only to our instructions. Any Sub-Custodian will be a member of the LBMA.

8.2

Liability for Sub-Custodians: Our use of Sub-Custodians shall be without prejudice to our obligations and liabilities under this Agreement.

8.3

Notice: We will provide you on request with the name and address of any Sub-Custodian of Bullion along with any other information which you may reasonably require concerning the appointment of a Sub-Custodian.

8.4

Monitoring: We will monitor the conduct of each Sub-Custodian, and promptly advise you of any difficulties or problems (financial, operational or otherwise) existing with respect to such Sub-Custodian of which we are aware and will take appropriate and lawful action to protect and safekeep your Gold deposited with such Sub-Custodian, including to the extent feasible, the withdrawal of such Gold from such Sub-Custodian.

8.5

Access and Inspection: We will not entrust Gold held in the Account to any Sub-Custodian unless that Sub-Custodian grants rights of access and inspection to records and Gold that are similar to those granted by us under this Agreement.

8.6

Use of Agents: We may in our discretion use agents in connection with handling transactions under this Agreement, provided that any such use shall not relieve us of any of our responsibilities or liabilities hereunder.

9.

REPRESENTATIONS

9.1

Your representations: You represent and warrant to us that:

(a)

the Trust is and will remain duly constituted with all necessary authority, powers, consents, licences and authorisations and all necessary action has been taken to enable it to engage in the transactions provided for under this Agreement;

(b)

you are appointed as trustee of the Trust and have and will have unencumbered legal title to the assets of the Trust at all times;

(c)

you have all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to enable you lawfully to enter into and perform your duties and obligations under this Agreement;

(d)

the persons entering into this Agreement on your behalf have been duly authorised to do so; and

(e)

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

9.2

Our representations: We represent and warrant to you that:

(a)

We are a bank, duly organized under the laws of our country of organization as set forth above, and are regulated as such by that country's government or an agency thereof;

(b)

this Agreement has been duly authorized, executed and delivered on our behalf and constitutes our legal, valid and binding obligation;

(c)

we are, and will continue to be during the term of this Agreement, a member of the LBMA;

(d)

the execution, delivery and performance of this Agreement by us do not and will not violate any applicable law or regulation and do not require the consent of any governmental or other regulatory body except for such consents and approvals as have been obtained; and

(e)

Gold substituted by us under clause 2.7 has a fine weight at least equal to the fine weight of the Bullion for which it is substituted.

10.

SANCTIONS

10.1

The Sponsor represents, warrants, and undertakes, on a continuing basis that each Authorized Participant shall be required, in accordance with the terms of their respective Authorized Participant Agreements, to represent, covenant and warrant to the Sponsor that it has established and shall maintain a sanctions program (a “Sanctions Program”) reasonably designed to prevent it from engaging in activities, financial transactions or other illicit purposes for or on behalf of individuals or entities in line with applicable sanctions laws and regulations, and that it shall comply with the Sanctions Program and all applicable sanctions laws, regulations and rules in effect during the term of its Authorized Participant Agreement.

11.

FEES AND EXPENSES

11.1

Fees: Our fees will be paid in accordance with the fee agreement which has been executed by us and the Sponsor, as that agreement may be amended from time to time by the parties to it in accordance with its terms. Details of charges (including charges with respect to the use of the Website, if any, transfer clearing charges and storage charges) will be advised to you by us in writing from time to time.

11.2

Credit balances: No interest or other amount will be paid by us on any credit balance on the Unallocated Account.

11.3

Debit balances: You are not entitled to overdraw the Unallocated Account except to the extent that there is equivalent Bullion in the Allocated Account. If for any reason the Unallocated Account is overdrawn beyond 430 Ounces, we may at our sole discretion and without any further consent from you transfer equivalent Bullion from the Allocated Account in satisfaction of such debit balance.

12.

SCOPE OF RESPONSIBILITY

12.1

Disclaimer of liability: You understand and agree that we will not know, except as provided in clause 3.3(b), will not have any duty to determine and, except as provided in clause 9.2(e), in making any report required under this Agreement, will not be considered to be making any representation or warranty as to whether in fact the Gold deposited with us contains the amount of pure gold indicated on the bars. Except for Gold deposited by us in substitution for other Gold held in the Account under clause 2.7, WE DISCLAIM ALL LIABILITY FOR THE GENUINENESS AND FINENESS OF GOLD DEPOSITED WITH US UNDER THIS AGREEMENT.

12.2

Exclusion of liability: We will use reasonable care in the performance of our duties under this Agreement and without prejudice to clause 12.1 will only be responsible for any loss or damage suffered by you as a direct result of any negligence, fraud or wilful default on our part in the performance of our duties, and in which case our liability will not exceed the aggregate of the market value of the Bullion and the balance of the Unallocated Account at the time of such negligence, fraud or wilful default.

12.3

Force majeure: Neither we, nor any of our directors, employees, agents or affiliates shall incur any liability to you if, by reason of any provision of any present or future law or regulation of the United Kingdom or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or terrorism or other circumstances beyond our control, we are prevented or forbidden from, or would be subject to any civil or criminal penalty on account of, or are delayed in, doing or performing any act or thing which by the terms of this Agreement it is provided shall be done or performed and accordingly we do not do that thing or do that thing at a later time than would otherwise be required.

12.4

Indemnity in favour of us: You, solely from and to the extent of the assets of the Trust, shall indemnify and keep us indemnified (on an after tax basis) on demand against all costs and expenses, damages, liabilities and losses (including but not limited to reasonable legal fees and expenses) ("Losses") which we may suffer or incur directly in connection with this Agreement except to the extent that such Losses are due directly to our negligence, wilful default or fraud.

12.5

Indemnity in favour of you: We shall be liable for and shall indemnify you for, and hold you harmless from, any Losses incurred by you (individually or in your capacity as trustee) directly relating to or arising from any breach of our covenants, agreements, representations and warranties contained in this Agreement, any failure by us to act or refrain from acting in accordance with instructions under clause 5 from you, or any physical loss, destruction or damage to the Bullion, except, in each case, for Losses arising from nuclear fission or fusion, radioactivity, war, terrorist event, invasion, insurrection, civil commotion, riot, strike, act of government or public authority, act of God or a similar cause that is beyond our control, provided that our liability under this clause shall be limited to the value of Gold under custody at the time of the act or omission giving rise to the claim under this clause. You will notify us promptly of any proceeding or claim for which you may seek indemnity, and we shall cooperate fully with you with respect to any such proceeding or claim. Any deposit of Gold held in the Account with a Sub-Custodian pursuant to clause 8 hereof shall not affect our responsibilities or liabilities or in any way limit or relieve us of our responsibilities or liabilities under this clause 12, and we shall remain fully liable with respect to such Gold as if we had retained physical possession of it.

12.6

Subrogation: You and the Trust will be subrogated to us with respect to any claim against a Sub-Custodian or any other person for any loss or damage suffered by you or the Trust if and to the extent that you and the Trust have not been made whole for such loss or damage, and we hereby assign all such rights to you. Your exercise of the rights granted in this clause shall not affect our liabilities under the preceding provisions of this clause 12. 

12.7

Exculpation in respect of offer document: We and our officers, directors, employees, agents and sub-custodians shall not be responsible or liable in any manner for any recitals, statements, representations or warranties made by any person other than us under or in connection with the establishment of, or sale of interests in, the Trust, including without limitation any offer document, prospectus, filings, marketing documentation or other documentation relating thereto.

13.

TERMINATION

13.1

Method: Either party may terminate this Agreement by giving not less than 180 Business Days written notice to the other party, provided that we may terminate this Agreement immediately on written notice in the event that any of the statements set out in clause 9.1(a)-(e) become untrue, and you may terminate this Agreement immediately on written notice following an event specified in clause 7.8 provided that clause 12 shall survive termination of this Agreement. Any such notice given by you must specify:

(a)

the date on which the termination will take effect (the "Termination Date");

(b)

the person to whom any Bullion and any credit balance on the Unallocated Account is to be transferred; and

(c)

all other necessary arrangements for the transfer or repayment, as the case may be, of any Account Balance.

13.2

Redelivery arrangements: If you do not make arrangements acceptable to us for the transfer or repayment of any Bullion or credit balance in the Unallocated Account we may continue to store the Bullion or maintain that Unallocated Account (as the case may be), in which case we will continue to charge the Fees payable under clause 11. If you have not made arrangements acceptable to us for the redelivery of the Bullion or transfer or repayment of any credit balance in the Unallocated Account (as the case may be) within 6 months of the date specified in the termination notice as the date on which the termination will take effect, we will be entitled to close the Account, sell the Bullion and close the Unallocated Account and account to you for the proceeds after deducting any amounts due to us under this Agreement.

13.3

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

13.4

eBTS: Effective the Termination Date, the use of the Website will automatically be terminated and no further access to the Website will be permitted.

14.

VALUE ADDED TAX

14.1

VAT exclusive: All sums payable or other consideration provided to us by you or the Sponsor in connection with this Agreement (including, without limitation, pursuant to the fee agreement referred to in clause 11.1) are deemed to be exclusive of VAT. To the extent that VAT or any other tax shall become chargeable and payable in respect of the services provided by us , you shall pay to us such VAT, or other tax, in addition to the fees payable by the Sponsor referred to in clause 11.1.

14.2

Supplies of Gold: Notwithstanding clause 14.1, where, pursuant to or in connection with this Agreement:

(a)

(i)      you instruct us in writing to remove any Gold from the black box; and

(ii)      we, or any Sub-Custodian for us, are required to account to Customs for any VAT in respect of such removal,

15.

NOTICES AND RECORD-KEEPING

15.1

Form: A notice or other communication under or in connection with this Agreement may be given orally unless required in writing under this Agreement. References to writing includes an electronic transmission.

15.2

Method of transmission: Any notice or other communication required to be in writing may be delivered personally or sent by first class post, pre-paid recorded delivery (or air mail if overseas), authenticated electronic transmission (including email and SWIFT) or such other electronic transmission as the parties may from time to time agree, to the party due to receive the notice or communication, addressed as follows, or to another address, number or destination specified by that party by written notice to the other:

15.2.1

If to us,

15.2.2

If to you,

15.3

Deemed receipt on notice: A notice or other communication under or in connection with this Agreement will be deemed received only if actually received or delivered.

15.4

Recording of calls: We may record telephone conversations without use of a warning tone. Such recordings will be our sole property and accepted by you as evidence of the orders or instructions given; provided that in case of any dispute or disagreement regarding any conversation so recorded we will promptly share the recordings with you and your representatives; and provided further, that we will have no obligations to retain any such recordings prior to becoming aware of any such dispute or disagreement.

15.5

Records: We will maintain adequate records identifying the Gold as belonging to you. Such records shall include, with respect to the Account:

(a)

journals or other records of original entry containing an itemised daily record in detail of all receipts and deliveries of Gold (including adequate information to uniquely identify each bar of Gold received in or delivered from the Allocated Account and the person from whom each bar was delivered; and

(b)

ledgers (or other records) reflecting:

(i)

Gold in our physical possession, or held by any Sub-Custodian; and

(ii)

Gold held in the Unallocated Account and allocations made daily in respect thereof, as provided in clause 7.5; and

(iii)

such other books and records as you may reasonably request.

15.6

Annual Certificate: We will deliver annually to you and more frequently if requested by you, a certificate dated the date of delivery, certifying that we have, since the date of this Agreement or the date of the preceding such certificate, complied with the terms and conditions of this Agreement and that our representations and warranties in clause 9 of this Agreement continue to be true and correct.

16.

GENERAL

16.1

No advice: Our duties and obligations under this Agreement do not include providing you with investment advice. In asking us to open and maintain the Account, you do so in reliance upon your own judgement and we shall not owe to you any duty to exercise any judgement on your behalf as to the merits or suitability of any deposits into, or withdrawals from, an Account.

16.2

Assignment: This Agreement is for the benefit of and binding upon us both and our respective successors and assigns. You may not assign, transfer or encumber, or purport to assign, transfer or encumber, your right, title or interest in relation to any Account or any right or obligation under this Agreement or any part of any of the foregoing unless we otherwise agree in writing. Notwithstanding the forgoing, if there is any change in the identity of the Trustee in accordance with the Trust Agreement, the Custodian and the Trustee shall take such reasonable steps to execute such documents and shall take such reasonable actions as the new Trustee and the outgoing Trustee may reasonably require for the purpose of vesting in the new Trustee the rights and obligations of the outgoing Trustee and releasing the outgoing Trustee from its future obligations under this Agreement.

16.3

Amendments: Any amendment to this Agreement must be agreed in writing and be signed by us both. Any amendment affecting the rights of the Sponsor under this Agreement shall require written consent of the Sponsor. Unless otherwise agreed, an amendment will not affect any legal rights or obligations which may already have arisen.

16.4

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

16.5

Entire agreement: This document represents the entire agreement, and supersedes any previous agreements between you and us relating to the subject matter of this Agreement.

16.6

Joint and several liability: If there is more than one of you, your responsibilities under this Agreement apply to each of you individually as well as jointly.

16.7

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

16.8

Contracts (Rights of Third Parties) Act 1999: Other than the Sponsor, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties Act) 1999.

16.9

Legal opinion: We will furnish to you an opinion of counsel acceptable to you addressed to you and dated the date hereof to the effect that:

(a)

our execution, delivery and performance of this Agreement have been duly authorized by us and do not and will not violate any applicable law or regulation and do not require the consent of any governmental or other regulatory body; and

(b)

this Agreement has been duly executed and delivered by us and constitutes our legal, valid and binding obligation, enforceable in accordance with its terms subject to principles of equity.

17.

PROCEDURES

18.

GOVERNING LAW AND JURISDICTION

18.1

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

18.2

Jurisdiction: The English courts have non-exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with this Agreement and, for these purposes you irrevocably submit to the jurisdiction of the English courts.

18.3

Waiver of immunity: To the extent that you may in any jurisdiction claim for yourself or your assets any immunity from suit, judgement, enforcement or otherwise howsoever, you agree not to claim and irrevocably waive any such immunity to which you would otherwise be entitled (whether on grounds of sovereignty or otherwise) to the full extent permitted by the laws of such jurisdiction.

18.4

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

Signed on behalf of

JPMorgan Chase Bank N.A., London Branch

by

Signature:

/s/ Mark Amlin

Name:

Mark Amlin

Title:

Executive Director

Signed on behalf of

The Bank of New York Mellon

solely in its capacity as trustee of the iShares® Gold Trust Micro

by

Signature:

 /s/ Patrick Griffin

Name:

Patrick Griffin

Title:

Vice President

Signed on behalf of

iSHARES DELAWARE TRUST SPONSOR LLC,

in its capacity as Sponsor

By:

/s/ Paul C. Lohrey          

Name: Paul C. Lohrey  

Title: President & CEO

THE BANK OF NEW YORK MELLON,

in its capacity as Trustee

By:

/s/ Patrick G. Griffin

Name: Patrick G. Griffin

Title: Vice President

iSHARES DELAWARE TRUST SPONSOR LLC,

in its capacity as Sponsor

By:

/s/ Paul C. Lohrey

Name: Paul Lohrey

Title: Director, President and Chief Executive Officer

(Principal executive officer)