Form of Amended and Restated Trust Agreement

This Amended and Restated Trust Agreement (this "Agreement"), dated as of December [ _ ], 2020, is between Wilshire Phoenix Funds LLC, a Delaware limited liability company, as sponsor (the "Sponsor") and Delaware Trust Company, a Delaware trust company, as Delaware trustee (the "Delaware Trustee").

WHEREAS, the Wilshire wShares Enhanced Gold Trust (the "Trust") was created on January 8, 2020 under the provisions of the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. (as it may be amended from time to time, or any successor legislation, the "Act"); and

WHEREAS, in connection with the creation of the Trust, a trust agreement was executed by the Sponsor and the Delaware Trustee as of January 8, 2020, as amended on August 24, 2020 (as so amended, the "Existing Trust Agreement"); and

WHEREAS, the parties hereto wish to amend and restate the Existing Trust Agreement to reflect the provisions reflected herein.

NOW, THEREFORE, it being the intention of the parties hereto that, effective as of the date hereof, this Amended and Restated Trust Agreement constitute the governing instrument of the Trust, and the provisions of the Existing Trust Agreement shall have no longer any force or effect and shall be superseded entirely by the provisions hereof, the parties hereto agree as follows:

"Act" has the meaning specified in the recitals hereto.

"Administrator" means The Bank of New York Mellon, acting in its capacity as the Trust's administrator, together with its permitted successors and assigns.

"Adjusted Net Asset Value" has the meaning specified in Section 4.1(b).

"Adjusted Property" means any property the book value of which has been adjusted as provided by Section 1(d) of Annex I.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

"Agreement" means this Amended and Restated Trust Agreement, including Exhibit A, Exhibit B and Annex I hereto, as amended, modified, supplemented and restated from time to time in accordance with its terms.

"Auditor" means Citrin Cooperman & Company LLP, or any other auditor appointed by the Sponsor in connection with the Trust.

"Authorized Participant" means a Person that, at the time of submitting to the Trust a Purchase Order or a Redemption Order (a) is a broker-dealer registered under the Exchange Act and a member in good standing of the Financial Industry Regulatory Authority, Inc. or is a securities market participant that is exempt from registration as a broker-dealer, (b) is a DTC Participant and (c) has in effect a valid Authorized Participant Agreement or has entered into a dealer or similar agreement with an Authorized Participant that has executed an Authorized Participant Agreement.

"Authorized Participant Agreement" means an agreement among the Trust, the Sponsor and an Authorized Participant that provides the procedures for the creation and redemption of Shares.

 "Basket" means 10,000 Shares, as such number may be increased or decreased, from time to time, by the Sponsor in its sole discretion or in accordance with Section 2.12.

"Basket Amount" is the amount of cash that an Authorized Participant must Deliver in exchange for one Basket, or that an Authorized Participant is entitled to receive in exchange upon Surrender of one Basket. The Basket Amount will be determined as provided in Section 2.5(c).

"Beneficial Owner" means any Person owning a beneficial interest in any Shares, including a person who holds Shares through or on behalf of any Registered Owner.

"Book-Tax Disparity" means, with respect to any property, as of any date of determination, the difference between the book value of such property (as initially determined under Section 7 of Annex I in the case of contributed property, and as adjusted from time to time in accordance with Section 2(c) of Annex I) and the adjusted basis thereof for U.S. federal income tax purposes, as of such date of determination. A Beneficial Owner's share of the Trust's Book-Tax Disparities will be reflected by the difference between such Beneficial Owner's Capital Account balance, as maintained pursuant to Section 1 of Annex I, and the hypothetical balance of the Capital Account computed as if it had been maintained strictly in accordance with U.S. federal income tax accounting principles.

"Business Day" means any day other than (i) a Saturday or a Sunday on which the Exchange is scheduled to be open for business, and, in respect of any action to be taken by the Delaware Trustee, on which the Delaware Trustee is scheduled to be open for business; or (ii) for purposes of the creation and redemption process, a day on which banking institutions in the United Kingdom are authorized or permitted by law to close or a day on which the London gold market is closed; or (iii) a day on which banking institutions in the United Kingdom are authorized or permitted to be open for less than a full day or the London gold market is open

for trading for less than a full day and transaction procedures required to be executed or completed before the close of the day may not be so executed or completed.

"Capital Account" has the meaning specified in Section 1 of Annex I.

"Cash" means U.S. dollars.

"Certificate of Trust" means the Certificate of Trust, as filed with the Secretary of State pursuant to Section 3810 of the Act, as amended and restated from time to time, attached hereto as Exhibit A.

"Code" means the Internal Revenue Code of 1986, as amended.

"Conflicting Provisions" has the meaning specified in Section 7.9.

"Corporate Trust Office" means the Delaware Trustee's office located at 251 Little Falls Drive, Wilmington, DE 19808, Attn: Trust Administration.

"Covered Person" means the Delaware Trustee, the Sponsor and their respective Affiliates.

"Custodian" has the meaning specified in Section 5.11.

"Delaware Trustee" means the Person named as such in the introductory paragraph hereto, solely in such Person's capacity as the Delaware trustee of the Trust created hereunder and not in such Person's individual capacity, and includes any successor Delaware trustee under this Agreement.

"Deliver," "Delivered" or "Delivery" means one or more book-entry transfers of such Shares to an account or accounts at DTC designated by the Person entitled to such delivery for further credit as specified by such Person.

"DTC" means The Depository Trust Company, or its successor.

"DTC Participant" means a Person that has an account with DTC.

"Exchange" means NYSE Arca, Inc., a Delaware corporation and a registered U.S. national securities exchange, or any other regulated securities market where the Sponsor may from time to time decide to list the Shares for trading in the United States or otherwise.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

"Indemnified Amounts" has the meaning specified in Section 5.12(a).

"Indemnitee" has the meaning specified in Section 5.12(c).

"Indemnitor" has the meaning specified in Section 5.12(c).

"Index" means the Wilshire Gold Index.

"Index Calculation Agent" means Solactive AG, or any successor index calculation agent for the Index.

"Indirect Participant" means a Person that has access to the DTC clearing system by clearing securities through, or maintaining a custodial relationship with, a DTC Participant.

"Initial Contributions" has the meaning specified in Section 1 of Annex I.

"LBMA" means the London Bullion Market Association or any successor or assigns.

"LBMA Gold Price" means the price of Physical Gold that is based on the LBMA daily auctions.

"LBMA Gold Price PM" means the price of Physical Gold that is based on the LBMA daily afternoon auction.

"Liquidating Trustee" has the meaning specified in Section 6.2(c).

"Marketing Agent" means Foreside Fund Services, LLC and its permitted successors and assigns.

"Net Asset Value per Basket" means, as of any date of determination the number obtained by multiplying (x) the Net Asset Value per Share on the date on which the determination is being made by (y) the number of Shares that constitute a Basket on the date on which the determination is being made.

"Net Asset Value per Share" means the net asset value of a Share, as determined in accordance with Section 4.1(b).

"Net Asset Value of the Trust" has the meaning specified in Section 4.1(b).

"Offering Documents" means the Trust's prospectus included in its effective registration statement on Form S-1 or Form S-3 (or any successor forms) as filed with the SEC, and any amendments or supplements thereto.

"Order Cut-Off Time" means, with respect to any Business Day, shall mean (a) 9:15 a.m. (New York time) or (b) any other time agreed to by the Sponsor and the Transfer Agent and of which all existing Authorized Participants have been previously notified by the Sponsor or the Transfer Agent.

"Order Date" means, with respect to a Purchase Order, the date specified in Section 2.5(b) and, with respect to a Redemption Order, the date specified in Section 2.8.

"Partnership Representative" means the Sponsor, its designee or any successor thereto in its capacity as the "partnership representative" for the Trust, as such term is defined in Section 6223 of the Code, and includes the "designated individual" described in Treasury

regulation section 1.6223-1(b).  Initially the Partnership Representative shall be Corporation Service Company, a Delaware corporation.

"Percentage Interest" means as to each Beneficial Owner, the portion (expressed as a percentage) of the total outstanding Shares held by such Beneficial Owner.

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

"Physical Gold" means physical gold held by the Trust.

"Proceeding" has the meaning specified in Section 5.12(c).

"Purchase Order" has the meaning specified in Section 2.5(b).

"Redemption Order" has the meaning specified in Section 2.8.

"Registered Owner" means a Person in whose name Shares are registered on the books of the Registrar maintained for that purpose, initially Cede & Co.

"Registrar" means the Transfer Agent or any bank or trust company that is appointed to register Shares and transfers of Shares as herein provided.

"Representative" means Exchange Traded Concepts, LLC, an Oklahoma limited liability company, in its capacity as Sponsor Representative, together with its permitted successors and assigns.

"SEC" means the U.S. Securities and Exchange Commission, or any successor governmental agency in the United States.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

"Service Provider" means any of the Administrator, the Representative, the Transfer Agent, the Delaware Trustee, the Custodians and any other service provider named in the Offering Documents or which has been engaged by the Trust to provide services.

"Services Agreement" means the Services Schedule between the Trust and Broadridge Investor Communications Solutions, Inc., which incorporates the corresponding Terms of Service referred to therein.

"Shares" means units of fractional undivided beneficial interest in the net assets of the Trust.

"Sponsor" means the Person named as such in the introductory paragraph hereto, solely in such Person's capacity as sponsor of the Trust and not in such Person's individual capacity, or any successor thereto which shall have executed such documents and other

instruments as shall be necessary to assume all of the duties and responsibilities of the Sponsor hereunder.

"Sponsor's Fee" has the meaning specified in Section 5.14(a).

"Sponsor Indemnified Party" has the meaning specified in Section 5.12(b).

"Surrender" means, when used with respect to Shares, one or more book-entry transfers of Shares to the DTC account of the Trust established by the Transfer Agent as agent for the Trust.

 "Transaction Fee" has the meaning specified in Section 2.5(c).

"Transfer Agent" means The Bank of New York Mellon, acting in its capacity as the Trust's transfer agent, together with its permitted successors and assigns.

"Trust" has the meaning specified in the recitals hereto.

"Trust Property" means, at any time, the assets of the Trust at such time, regardless of whether such assets are held by a Custodian or any agent or other custodian for the Trust.

"Trustee Indemnified Persons" has the meaning specified in Section 5.12(a).

"Unrealized Gain" attributable to any Trust property means, as of any date of determination, the excess, if any, of the fair market value of such property (as determined for purposes of Section 1(d) of Annex I) as of such date of determination over the adjusted basis of such property as of such date of determination.

"Unrealized Loss" attributable to any Trust property means, as of any date of determination, the excess, if any, of the adjusted basis of such property as of such date of determination over the fair market value of such property (as determined for purposes of Section 1(d) of Annex I) as of such date of determination.

"Withdrawal Event" has the meaning specified in Section 5.9.

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

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

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

(c) "or" is not exclusive;

(d) the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(e) "including" means including without limitation; and

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

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

(a) The Trust will hold all Trust Property for the benefit of the Registered Owners for the purposes of, and subject to the terms and conditions set forth in, this Agreement. The trust governed by this Agreement shall be known as "Wilshire wShares Enhanced Gold Trust." The Delaware Trustee filed or caused to be filed the original Certificate of Trust on January 8, 2020 and Amendment No. 1 thereto on August 24, 2020, and is hereby authorized and directed to file any amendment thereto or restatement thereof as may be necessary or appropriate from time to time.

(b) Consistent with the investment objective set forth in Section 2.1(c), the Trust shall have full power and authority (i) to engage in such business or activities as set forth in, or contemplated by, this Agreement, the Offering Documents, the Authorized Participant Agreements and any other agreements or instruments to which, in compliance with the provisions of this Agreement, it shall become a party to or by which it may be bound, (ii) to engage in activities incidental and necessary to carry out the duties and responsibilities as set forth in, or contemplated by, this Agreement, the Offering Documents, the Authorized Participant Agreements and such other agreements or instruments and (iii) subject to the following sentence, to engage in any other lawful business, purpose or activity for which statutory trusts may be formed under the Act. Other than the Shares, the Trust shall not issue or sell any beneficial interests or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed.

(c) The Trust's investment objective shall be for the Shares to closely reflect the Index, less the Trust's liabilities and expenses.

Section 2.2 Legal Title. Legal title to all of the Trust Property shall be vested in the Trust as a separate legal entity; provided, however, that where applicable law in any jurisdiction requires any part of the Trust Property to be vested otherwise, the Trust may cause legal title to the Trust Property or any portion thereof to be held by or in the name of the Sponsor or any other Person (other than a Registered Owner or a Beneficial Owner) as nominee.

Section 2.3 Book-Entry System; Transferability of Shares.

(a) The ownership of Shares shall be recorded on the books of the Trust or the Transfer Agent. No certificates certifying the ownership of Shares shall be issued except as the Sponsor may otherwise determine from time to time. The Sponsor may make such rules as it considers appropriate for the issuance of Share certificates, transfer of Shares

and similar matters. The record books of the Trust as kept by the Trust, or the Transfer Agent, as the case may be, shall be conclusive as to the identity of the Registered Owners and as to the number of Shares held from time to time by each.

(b) The Transfer Agent in consultation with the Sponsor will apply to DTC for acceptance of the Shares in its book-entry settlement system.

(c) So long as the Shares are eligible for book-entry settlement with DTC and such settlement is available, unless otherwise required by law, (i) no Beneficial Owner will be entitled to receive a separate certificate evidencing those Shares, (ii) the interest of a Beneficial Owner in Shares will be shown only on, and transfer of that interest will be effected only through, records maintained by DTC or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner with respect to Shares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and DTC or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in Shares.

(d) If DTC ceases to make its book-entry settlement system available for such Shares, the Sponsor in consultation with the Transfer Agent may select a comparable depositary for the book-entry settlement of the Shares. If the Sponsor in consultation with the Transfer Agent determine that no such successor depositary is available, the Trust will terminate as set forth in Section 6.2(a)(vi) hereof.

Section 2.4 Issuance and Redemption of Shares; General. Subject to the terms of this Agreement, the Transfer Agent shall have the power and authority, and is hereby authorized, without the approval or action of any Registered Owner or Beneficial Owner, to issue and redeem Shares from time to time. The number of Shares authorized shall be unlimited. All Shares when so issued on the terms contemplated by this Agreement shall be fully paid and non-assessable. Every Registered Owner or Beneficial Owner, by virtue of having purchased or otherwise acquired a Share or a beneficial interest in a Share, shall be deemed to have expressly consented and agreed to be bound by the terms of this Agreement.

(a) From and after the date hereof, Deliveries of Shares will take place only in integral numbers of Baskets and in compliance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement.

(b) Authorized Participants wishing to acquire one or more Baskets must place an order (a "Purchase Order") with the Transfer Agent on any Business Day. Purchase Orders received by the Sponsor or its designee on a Business Day prior to the Order Cut-Off Time will have that Business Day as the Order Date. Purchase Orders received by the Sponsor or its designee on a Business Day on or after the Order Cut-Off Time, or on a day that is not a Business Day, will have the next Business Day as the Order Date. As consideration for each Basket to be acquired pursuant to a Purchase Order, an Authorized

Participant must Deliver the Basket Amount (determined as described in Section 2.5(c) below) announced by the Trust on the Order Date (determined as described above) of such corresponding Purchase Order.

(c) The Representative shall determine the Basket Amount for each Business Day. The Basket Amount shall be an amount of cash equal to (i) the Net Asset Value Per Basket as announced by the Trust (x) on the date the related Purchase Order was received, in the case of a Purchase Order for cash received by Order Cut-Off Time on any Business Day, or (y) on the following Business Day, in the case of a Purchase Order for cash received after the Order Cut-Off Time on any Business Day, plus (ii) the applicable transaction fee specified in the Offering Documents and any additional amounts necessary to reimburse the Trust and the Sponsor and its designee(s) for any and all expenses and costs incurred in connection with such Purchase Order or Redemption Order, including the applicable fees and expenses specified in Section 2.6 and Section 2.8 hereof for Purchase Orders or Redemption Orders, respectively (the "Transaction Fee"). The Transaction Fee may be increased in the Sponsor's discretion, and will be effective two (2) Business Days following the filing of an amendment or supplement to the Offering Documents or as otherwise specified therein.  The Sponsor intends to publish, or may designate other persons to publish, for each Business Day, the Net Asset Value Per Share.

Section 2.6 Delivery of Shares. Upon receipt by the Representative of any Delivery of the Basket Amount in accordance with Section 2.5, together with a Purchase Order and the other required documents, if any, as specified above and a confirmation that the Basket Amount has been Delivered for each Basket, the Transfer Agent, subject to the terms and conditions of this Agreement and any procedures attached to an applicable Authorized Participant Agreement, shall Deliver to, or as directed by, the Authorized Participant the number of Baskets issuable in respect of such Delivery as requested in the corresponding Purchase Order, but only upon reimbursement to the Trust of any applicable extraordinary costs or expenses incurred in connection with the execution of trades related to such Purchase Order, and the payment of the fees and expenses incurred in respect of any taxes and governmental charges and fees payable in connection with such Delivery and the issuance and Delivery of the Baskets.

Section 2.7 Registration and Registration of Transfer of Shares. The Transfer Agent shall keep or cause to be kept a register of Registered Owners and shall provide for the registration of Shares and the registration of transfers of Shares.

Section 2.8 Redemption of Shares and Withdrawal of Trust Property.

(a) Authorized Participants wishing to redeem one or more Baskets must place an order with the Transfer Agent on a Business Day (a "Redemption Order"). Upon the Transfer Agent's receipt of a Redemption Order, the Surrender by an Authorized Participant of any integral number of Baskets for the purpose of withdrawal of the amount of Trust Property represented thereby and the Authorized Participant's payment of the Transaction Fee (including reimbursement to the Trust of any applicable extraordinary costs or expenses incurred in connection with the execution of trades related to such Redemption Order, and the payment to the Sponsor or its designee(s) of the fees and expenses of the

Sponsor and its designee(s) relating to any taxes and governmental charges and fees payable in connection with such Delivery), subject to the terms and conditions of this Agreement, including Section 2.9, and any procedures attached to an applicable Authorized Participant Agreement, such Baskets shall be redeemed by the Trust, and such Authorized Participant, as, or acting on authority of, the Registered Owner of those Shares will be entitled to Delivery, in accordance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement, of the Basket Amounts corresponding to such Baskets (determined in accordance with Section 2.9) on the applicable Order Date (determined as provided below).

(b) Redemption Orders received by the Transfer Agent prior to the Order Cut-Off Time on a Business Day will have that Business Day as the Order Date. Redemption Orders received by the Transfer Agent on or after the Order Cut-Off Time on a Business Day, or on a day that is not a Business Day, will have the next Business Day as the Order Date.

Section 2.9 Limitations on Issuance and Delivery, Registration of Transfer and Surrender of Shares. As a condition precedent to the Delivery, registration of transfer, split-up, combination or Surrender of any Shares or withdrawal of any Trust Property, the Transfer Agent may require payment from the Authorized Participant Surrendering the Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to any securities being withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature or other information that it deems to be necessary and may also require compliance with any regulations the Transfer Agent may establish consistent with the provisions of this Agreement, including this Section 2.9.

Section 2.10 Splits and Reverse Splits of Shares.

(a) If requested in writing by the Sponsor, the Transfer Agent shall effect a split or reverse split of the Shares as of a record date set by the Transfer Agent in accordance with procedures determined by the Transfer Agent.

(b) The Transfer Agent is not required to distribute any fraction of a Share in connection with a split or reverse split of the Shares. The Transfer Agent may sell the aggregated fractions of Shares that would otherwise be distributed in a split or reverse split of the Shares or liquidate the amount of Trust Property that would be represented by those Shares and distribute the net proceeds of those Shares or that Trust Property to the Registered Owners entitled to such proceeds. The amount of Trust Property represented by each Share shall be adjusted, and the number of Shares comprising a Basket and the Basket Amount may be adjusted, as appropriate as of the open of business on the Business Day following the record date for a split or reverse split of the Shares.

Section 3.2 Liability of Registered Owner for Taxes and Other Governmental Charges. If any tax or other governmental charge shall become payable by the Transfer Agent with respect to any transfer or redemption of Shares, such tax or other governmental charge shall be payable by the Registered Owner of such Shares to the Transfer Agent. The Transfer Agent may refuse to effect any registration of transfer of such Shares or any withdrawal of Trust Property represented by such Shares until such payment is made and may withhold any distributions, or may sell for the account of the Registered Owner thereof Trust Property or Shares, and may apply such distributions or the proceeds of any such sale in payment of such tax or other governmental charge, and the Registered Owner of such Shares shall remain liable for any deficiency. The Transfer Agent shall distribute any net proceeds of a sale made under the preceding sentence that remain, after payment of the tax or other governmental charge, to the Registered Owners entitled thereto as in the case of a distribution in cash.

(a) The Administrator has been granted the exclusive authority to determine the Net Asset Value of the Trust and the Net Asset Value per Share, to be exercised as set forth below, until such time as the Sponsor revokes such delegation in its sole discretion. On each Business Day on which the Exchange is open for regular trading, the Administrator shall determine the Net Asset Value of the Trust and the Net Asset Value per Share as of 4:00 p.m. (New York City time). The Administrator, on behalf of the Trust, shall value each item of Trust Property and shall use such valuation on each such Business Day in the determination of the Net Asset Value of the Trust. The Administrator shall not be liable to any Person for the determination that the most recently communicated Net Asset Value of the Trust Property is not appropriate or for any determination as to the alternative basis for valuation; provided that such determination is made in good faith.

(b) In calculating the Net Asset Value of the Trust, the Administrator shall subtract all fees (other than fees computed by reference to the value of the Trust or its assets), accrued expenses and other liabilities of the Trust from the total value of the Trust Property as of the time of calculation. The resulting figure is the "Adjusted Net Asset Value" of the Trust. All fees computed by reference to the value of the Trust or its assets shall be calculated on the Adjusted Net Asset Value. The Administrator shall subtract from the Adjusted Net Asset Value all accrued fees so calculated. The resulting figure is the "Net Asset

Value of the Trust". The Administrator shall divide the Net Asset Value of the Trust by the number of Shares outstanding as of the time of the calculation, which figure is the "Net Asset Value per Share". All fees, expenses and other liabilities of the Trust that are or will be incurred or accrued through the close of business on a Business Day shall be included in the calculations required by this Section 4.1(b) for that Business Day. Shares deliverable under a Purchase Order shall be considered to be outstanding for purposes of the calculations required by this Section 4.1(b) beginning on the Business Day following the Order Date of such Purchase Order. Shares deliverable under a Redemption Order shall be considered to no longer be outstanding for purposes of the calculations required by this Section 4.1(b) on and after the Business Day following the Order Date of such Redemption Order.

(c) The Administrator may (and under extraordinary circumstances as identified by the Sponsor in consultation with the Administrator, shall) value any asset of the Trust pursuant to such other principles as the Administrator deems fair and equitable so long as such principles are consistent with industry standards. For purposes of the foregoing, "extraordinary circumstances" shall include, but not be limited to, periods during which a price for Physical Gold or another asset held by the Trust is not available due to force majeure-type events such as systems failure, natural or man-made disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance or due to a trading or other restriction imposed by any relevant markets.

Section 4.2 Responsibility of the Sponsor for Determinations. The determinations made by the Sponsor under this Agreement shall be made in good faith upon the basis of information reasonably available to it, and the Sponsor shall not be liable for any errors contained in such information. The Sponsor shall have no liability to the Authorized Participants, the Registered Owners, the Beneficial Owners or the Service Providers for errors in judgment.

Section 4.3 Cash Distributions. The Transfer Agent shall have the exclusive authority to cause the Trust to distribute any Trust Property to the Registered Owners in accordance with this Agreement. Whenever the Trust distributes any cash to the Registered Owners, the Transfer Agent shall distribute the amount available for distribution to the Registered Owners entitled thereto, in proportion to the number of Shares held by them respectively. The Transfer Agent shall distribute only such amount, however, as can be distributed without attributing to any Registered Owner a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent.

Section 4.4 Other Distributions. Whenever the Trust distributes any non-cash proceeds (including claims and other intangibles) in respect of Trust Property other than property subject to distribution in accordance with the creation and redemption procedures set forth herein, as supplemented by the Authorized Participant Agreements, the Transfer Agent shall cause such non-cash proceeds received by the Trust to be distributed to the Registered Owners entitled thereto, in proportion to the number of Shares held by them respectively, after deduction or upon payment of applicable expenses of the Service Providers.

Section 4.5 Fixing of Record Date. Whenever any distribution will be made, or whenever the Sponsor or the Transfer Agent receives notice of any solicitation of proxies

or consents from Registered Owners, or whenever for any reason there is a split, reverse split or other change in the outstanding Shares, or whenever the Sponsor or the Liquidating Trustee shall find it necessary or convenient in respect of any matter, the Sponsor, or the Liquidating Trustee, as applicable, in consultation with the Transfer Agent, shall fix a record date for the determination of the Registered Owners who shall be (a) entitled to receive such distribution or the net proceeds of the sale thereof, (b) entitled to give such proxies or consents in respect of any such solicitation or (c) entitled to act in respect of any other matter for which the record date was set.

Section 4.6 Payment of Expenses; Sales of Trust Property.

(a) The following charges will be accrued and shall be paid by the Trust:

(i) any expenses of the Trust not assumed by the Sponsor specified in Section 4.6(b), including any fees and expenses associated with the Trust's monthly rebalancing between Physical Gold and Cash, any other fees (including commissions and/or exchange fees) associated with the buying and selling of Physical Gold for the Trust;

(ii) fees and expense reimbursements due to the Marketing Agent;

(iii) the Trust's regulatory fees and expenses (including any filing, application or license fees);

(iv) printing and mailing costs;

(v) costs of maintaining the Trust's website;

(vi) the Trust's legal fees and expenses in excess of $100,000 annually;

(vii) any applicable license fees;

(viii) extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust;

(ix) any taxes and other governmental charges (including any value added tax) that may fall on the Trust or the Trust Property;

(x) any expenses of any extraordinary services performed by the Sponsor (or other Service Provider) on behalf of the Trust or expenses of any action taken by the Sponsor to protect the Trust or the interests of Registered Owners or the Beneficial Owners;

(xi) any expenses of the Service Providers;

(xii) any indemnification obligations of the Trust, including indemnification of a Trustee Indemnified Person and Sponsor Indemnified Party as provided in Section 5.12; and

(xiii) the fee payable to the Sponsor pursuant to Section 5.14.

(b) The Sponsor will be responsible for paying, out of the fee payable to the Sponsor pursuant to Section 5.14, the fees owed to the Administrator, the Gold Custodian, the Cash Custodian, the Transfer Agent, the Representative, the Delaware Trustee, the Index Calculation Agent, the Partnership Representative, the Trust's audit fees (including any fees and expenses associated with tax preparation) and up to $100,000 per year of the Trust's legal fees and expenses.

(c) The Representative shall sell or liquidate, or cause to be sold or liquidated, Trust Property in such quantity and at such times as may be necessary to permit payment of any fees or expenses under this Agreement or any other agreements to which the Trust is a party. Neither the Sponsor nor the Representative shall have any liability for loss or depreciation resulting from sales of Trust Property so made. Neither the Sponsor nor the Representative shall be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to the Sponsor's or the Representative's direction or otherwise in accordance with this Section 4.6 or as contemplated in Section 4.8.

(d) Except as provided in this Agreement, the Trust shall have no obligation to make any distribution to any Registered Owners or Beneficial Owners.

Section 4.7 Statements and Reports.

(a) After the end of each fiscal year and within the time period required by applicable laws, rules and regulations, the Trust shall send to the Registered Owners at the end of such fiscal year an annual report of the Trust containing financial statements that will be audited by independent accountants designated by the Sponsor and such other information as may be required by such laws, rules and regulations or otherwise. The annual report may be distributed by any means acceptable to such Registered Owners, including posting the annual report on the Trust's publicly available website.

(b) The Administrator shall provide the Sponsor with such certifications, supporting documents and other evidence regarding the internal control over financial reporting established and maintained by the Trust, and used by the Administrator in connection with its preparation of the financial statements of the Trust, as may be reasonably necessary in order to enable the Sponsor to prepare and file or furnish to the SEC any certifications regarding such matters that may be required to be included with the Trust's periodic reports under the Exchange Act.

Section 4.8 Further Provisions for Sales of Trust Property. In addition to selling Trust Property in accordance with Section 4.6, the Representative shall sell Trust Property in the following circumstances:

(a) the Sponsor has notified the Representative that such sale is required by applicable law or regulation;

(b) to rebalance the Trust's assets on the last Business Day of each month to be consistent with the allocations of assets in the Index, as appropriate;

(c) to satisfy Redemption Orders; or

(d) this Agreement has been terminated and the Trust Property is to be liquidated in accordance with Section 6.2.

Neither the Sponsor nor the Representative shall be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to this Section 4.8.

Section 4.9 Counsel. The Sponsor may, from time to time, employ counsel to act on behalf of the Trust and perform any legal services in connection with the Trust Property and the Trust, including any legal matters relating to the possible disposition or acquisition of any Trust Property. The fees and expenses of such counsel shall be paid by the Sponsor; provided, however, that the Sponsor shall not be responsible for the payment of any such legal fees and expenses in excess of $100,000 annually, nor shall the Sponsor be responsible for any extraordinary legal fees and expenses of the Trust; provided further that the foregoing annual limitation shall not apply to any amounts payable by the Sponsor pursuant to Section 5.12(a).

Section 4.10 Tax Matters.

(a) The Auditor or its designee shall prepare or cause to be prepared all federal, state, and local tax returns of the Trust for each year for which such returns are required to be filed and shall file or cause such returns to be timely filed and the Administrator, at the direction of the Sponsor, shall timely pay (or cause to be timely paid) any tax, assessment or other governmental charge owing with respect to the Trust out of Trust Property. Broadridge Investor Communication Solutions, Inc. ("Broadridge"), by itself or through its affiliates (or any other entity engaged by the Sponsor on behalf of the Trust for such purpose) shall, pursuant to the Services Agreement, deliver or cause to be delivered to each Beneficial Owner, or the broker or nominee through which a Beneficial Owner owns its Shares, a Schedule K-1 and such other information, if any, with respect to the Trust as may be necessary for the preparation of the federal income tax or information returns of such Beneficial Owner including a statement showing each Beneficial Owner's share of income, gain, loss, expense, deductions and credits for such fiscal year for U.S. federal income tax purposes as soon as practicable following each fiscal year but generally not later than March 15. The Sponsor has obtained a taxpayer identification number for the Trust. The Trust hereby indemnifies, to the full extent permitted by law, the Sponsor, Broadridge and each Service Provider from and against any damages or losses (including attorneys' fees) arising out of or incurred in connection with any action taken or omitted to be taken by it in carrying out its responsibilities under this Section 4.10(a), to the extent that such action taken or omitted to be taken does not constitute fraud, gross negligence or willful misconduct. Each Beneficial Owner agrees that it shall not, except as required by applicable law, (i) treat, on its own income

or information tax returns or any information returns that it provides to any Beneficial Owner, or to any broker or nominee through which the Beneficial Owner owns its Shares, any item of income, gain, loss, deduction, credit, basis or any other tax item relating to its Shares in a manner inconsistent with the treatment of such items by the Trust as reflected on the Schedule K-1 or other information statement furnished to such Beneficial Owner pursuant to this Section 4.10(a), or (ii) file any claim for a refund relating to any such item based on, or which would result in, such inconsistent treatment.

(b) The parties hereto and, by its acceptance or acquisition of a Share or a beneficial interest therein and continued ownership thereof, a Beneficial Owner and the broker or nominee through which the Beneficial Owner owns its Share (i) agree to furnish the Sponsor, the Administrator and the Auditor with such representations, forms, documents or information as may be necessary to enable the Trust to comply with its U.S. federal income tax reporting obligations in respect of such Share and to allow the Trust to make the basis adjustments permitted by Section 754 of the Code, including information regarding such Beneficial Owner's secondary market transactions in Shares, as well as creations or redemptions of Shares and including information required by Treasury Regulations Section 1.6031(c)-1T and any successor thereto and (ii) direct brokers and nominees to report to the Administrator the Beneficial Owner's name and address and such other information as may be reasonably requested by the Administrator for purposes of complying with the Trust's U.S. federal income tax reporting obligations or as necessary to allow the Trust to make the basis adjustments permitted by Section 754 of the Code, including information required by Treasury Regulations Section 1.6031(c)-1T and any successor thereto.

(c) Except as provided herein, the Trust may make, or refrain from making, any income or other tax elections that may reasonably be deemed necessary or advisable, including, but not limited to, an election pursuant to Section 754 of the Code. The Trust intends to make the election under Section 754 of the Code. The Beneficial Owners recognize and intend that the Trust will be classified as a partnership for U.S. income tax purposes, and will not cause the Trust to make an election to be treated as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulations Section ###-###-####-3, or any successor provision, or a similar election under any analogous provision for purposes of state or local law. To the extent necessary, the Trust or the Beneficial Owners (as appropriate) will make any election necessary to obtain treatment consistent with the foregoing.

(d) If the Trust makes an election pursuant to Section 754 of the Code, the Beneficial Owners agree that the basis of Shares and property of the Trust shall be determined taking into account the provisions of Sections 734(b) and 743(b) of the Code, and except as required by applicable law the Beneficial Owners shall report the basis of their Shares or any property of the Trust distributed to the Beneficial Owners or their agents in a redemption as equal to the basis reported by the Trust or its agents to such Beneficial Owners. The Beneficial Owners acknowledge that, to the extent any Beneficial Owner is subject to the mark-to-market rules of Section 475 of the Code, the basis of Shares and of any property of the Trust, including property distributed to a Beneficial Owner in a redemption, shall be determined, including for purposes of Sections 734(b) and 743(b) of the Code, by treating such mark-to-market as having no effect on such basis.

(e) Each Beneficial Owner acknowledges that the Trust may report gain or loss and other tax items, including the allocation of basis and adjustments to basis, in reliance upon the assumption that any redemption of a Beneficial Owner's Share is a distribution other than in liquidation of the Beneficial Owner's Share (a "partial redemption"), unless it notifies the Trust or its agent prior to such distribution that such distribution is in liquidation of the Beneficial Owner's Share (a "complete redemption"). The Beneficial Owner agrees to notify the Trust or its agent within five (5) Business Days of any distribution of (i) any gain or loss arising from a redemption of a Share by the Beneficial Owner or its agent in exchange for such property, and (ii) any difference between the tax basis of such property on the books of the Trust immediately prior to the redemption, as such amount is reported to the Beneficial Owner or its agent, and the basis of the distributed property to the Beneficial Owner or its agent (such gain or loss or basis difference, "Section 734(b) items") in a manner sufficient for the Trust to adjust the basis of undistributed property held by the Trust under Section 734(b) of the Code if the Trust makes an election pursuant to Section 754 of the Code. Each Beneficial Owner agrees to determine its basis for tax purposes in any property it or its agent receives from the Trust in consideration for a redemption of Shares by reference to the tax basis of such property on the books of the Trust immediately prior to the redemption, as such amount is reported to the Beneficial Owner or its agent by the Trust, subject to adjustment as required under Section 732 or other applicable law.

(f) The Trust shall comply with all applicable withholding and backup withholding tax requirements. The Trust shall request, and each Beneficial Owner shall provide to the Trust, and direct any broker or nominee through which the Beneficial Owner owns its Shares to provide to the Trust, such forms or other documentation as are necessary to establish an exemption from or reduction in withholding tax and backup withholding with respect to each Beneficial Owner, and any representations, forms and documents as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. The Trust shall file any required forms with applicable jurisdictions and, unless an exemption from withholding and backup withholding tax is properly established by a Beneficial Owner, shall remit amounts withheld with respect to the Beneficial Owner to the applicable tax authorities. To the extent that the Sponsor reasonably believes that the Trust is required to withhold and pay over any amounts (including taxes, interest, penalties, assessments or additions to tax) to any tax authority with respect to distributions or allocations to any Beneficial Owner, and the Trust does withhold such amounts, the amounts withheld shall be treated as a distribution of cash to the Beneficial Owner in the amount of the withholding and shall thereby reduce the amount of cash or other property otherwise distributable to such Beneficial Owner. If an amount required to be withheld is not withheld, the Trust may reduce subsequent distributions by the amount of such required withholding. The consent of the Beneficial Owners shall not be required for any such withholding. In the event of any claimed over-withholding, Beneficial Owners shall be limited to an action against the applicable jurisdiction.

(g) By its acceptance of a beneficial interest in a Share, a Beneficial Owner waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any representations, forms, documents or information, and any information contained in such representations, forms or documents, that the Beneficial Owner provides, or has previously

provided, to any broker or nominee through which it owns its Shares, to the extent such representations, forms, documents or information may be necessary to (i) assist the Trust in complying with its withholding tax and backup withholding tax obligations pursuant to Section 4.10(f) of this Agreement or (ii) enable the Trust to comply with its U.S. federal income tax reporting obligations, or to allow the Trust to make the basis adjustments under Section 754 of the Code with respect to such Share, pursuant to Section 4.10(d) of this Agreement. Furthermore, the parties hereto and, by its acceptance of a beneficial interest in a Share, a Beneficial Owner, acknowledge and agree that any broker or nominee through which a Beneficial Owner holds its Shares shall be a third party beneficiary to this Agreement for the purposes set forth in Sections 4.10(b), 4.10(f) and 4.10(g).

(h) The Partnership Representative shall exercise any authority permitted the Partnership Representative under the Code and Treasury Regulations, and take whatever steps the Partnership Representative, in its reasonable discretion, deems necessary or desirable to perfect such designation, including (i) filing any forms and documents with the Internal Revenue Service, and (ii) taking such other action as may from time to time be required under the Code or Treasury Regulations.

(a) Except as otherwise expressly provided in this Agreement, the Trust's business shall be conducted by the Sponsor in accordance with this Agreement and by each Service Provider in accordance with the agreements governing the appointment of such Service Provider. Except as otherwise provided in this Agreement, each Service Provider shall have the power on behalf of and in the name of the Trust to carry out any and all of the objects and purposes of the Trust and to perform such acts and enter into and perform such contracts and other undertakings on behalf of the Trust, in each case, as are set forth in the agreements governing the appointment of such Service Provider.

(b) The Administrator and the Transfer Agent shall maintain all books, records and supporting documents that are necessary to comply with any and all aspects of its duties under this Agreement, which, to the extent that they relate to the registration of Shares or the registration of transfers of Shares, shall, at all reasonable times, be available for inspection by the Registered Owners.

Section 5.2 Maintenance of Office and Transfer Books by the Transfer Agent.

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

(b) The Transfer Agent shall keep books for the registration of Shares and registration of transfers of Shares.

(c) The Transfer Agent may, and at the reasonable written request of the Sponsor shall, close the transfer books at any time or from time to time if such action is deemed to be necessary or advisable in the reasonable judgment of the Transfer Agent or the Sponsor.

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

Section 5.3 Authority of the Sponsor. The Sponsor is hereby granted the exclusive authority, and shall initially appoint the Administrator, the Transfer Agent, the Custodians, and the other Service Providers, to manage the Trust in accordance with their respective governing agreements. The Sponsor shall have the exclusive authority to direct the Service Providers in the performance of their respective obligations under this Agreement and their respective governing agreements. Without limiting the foregoing, the Sponsor shall have the authority to execute and deliver this Agreement and to enter into and perform such contracts and other undertakings on behalf of the Trust and any amendment thereto, as the Sponsor may deem necessary or advisable, and the Trust is hereby authorized and shall have the power and authority to enter into such agreements and perform its obligations thereunder.

Section 5.4 Prevention or Delay in Performance by the Sponsor or the Delaware Trustee. Neither the Sponsor nor the Delaware Trustee, any of their respective directors, employees, agents or affiliates shall incur any liability to any Registered Owner, Beneficial Owner, or Authorized Participant if, by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God, war, terrorism, pandemics or government responses thereto, or other circumstances beyond its control, the Sponsor or the Delaware Trustee is prevented or forbidden from, or would be subject to any civil or criminal penalty on account of, or is delayed in, doing or performing any act or thing that, by the terms of this Agreement, it is provided shall be done or performed, and, accordingly, the Sponsor or the Delaware Trustee does not do that thing or does that thing at a later time than would otherwise be required. Neither the Delaware Trustee nor the Sponsor will incur any liability to any Registered Owner or Beneficial Owner, or Authorized Participant by reason of any non-performance or delay in the performance of any act or thing that, by the terms of this Agreement, it is provided may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement.

Section 5.5 Liability of Covered Persons.

(a) The Delaware Trustee shall not be liable for the acts or omissions of the Sponsor, any Service Provider (other than the Delaware Trustee) or any other Person, nor shall the Delaware Trustee be liable for supervising or monitoring the performance and the duties and obligations of the Sponsor, any Service Provider (other than the Delaware Trustee) or any other Person, or the Trust under this Agreement.  The Delaware Trustee shall

not be personally liable under any circumstances, except for its own willful misconduct, bad faith or gross negligence.  In particular, but not by way of limitation:

(i) the Delaware Trustee shall not be personally liable for any error of judgment made in good faith, except to the extent such error of judgment constitutes gross negligence on its part;

(ii)  no provision of this Agreement shall require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Delaware Trustee shall have reasonable grounds for believing that the payment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iii)  under no circumstances shall the Delaware Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust;

(iv) the Delaware Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor;

(v) the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties and need not investigate or verify any information contained therein. The Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon;

(vi) in the exercise or administration of the trust hereunder, the Delaware Trustee (a) may act directly or through agents or attorneys pursuant to agreements entered into with any of them at the expense of the Trust, and the Delaware Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Trustee in good faith and with due care and (b) may consult with counsel, accountants and other skilled persons at the expense of the Trust, to be selected by it in good faith and with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons;

(vii)   except as expressly provided in this Section 5.5(a), in accepting and performing the trust hereby created the Delaware Trustee acts solely as Delaware Trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Trustee by reason of the transactions contemplated by this Agreement shall look only to the Trust's property for payment or satisfaction thereof;

(viii) the Delaware Trustee shall not be liable for punitive, indirect, exemplary, consequential, special or other similar damages (including without limitation lost profits) for a breach of this Agreement under any circumstances;

(ix) the Delaware Trustee shall not be obligated to give any bond or other security for the performance of any of its duties hereunder; and

(x) The Delaware Trustee shall not be required to take any action hereunder or under any document if the Delaware Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Delaware Trustee or is contrary to the terms hereof or is otherwise contrary to law.

(b) The Sponsor and its Affiliates shall have no liability to the Trust or to any Registered Owner, Beneficial Owner, Authorized Participant or to any other Covered Person for any loss suffered by the Trust that arises out of any action or inaction or errors in judgment of the Sponsor or its Affiliates if such Covered Person acted in good faith and such course of conduct did not constitute willful misconduct, bad faith or gross negligence of such Covered Person in the performance of the Covered Person's duties. Subject to the foregoing, neither the Sponsor nor any of its Affiliates shall be personally liable for the return or repayment of all or any portion of the capital or profits of any Registered Owner, Beneficial Owner, Authorized Participant or assignee thereof, it being expressly agreed that any such return of capital or profits made pursuant to this Agreement shall be made solely from the assets of the Trust without any rights of contribution from any of the Sponsor or its Affiliates.

Section 5.6 Duties.

(a) The parties hereto agree to perform their duties under this Agreement in good faith upon the express terms of this Agreement. The parties hereto shall not have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust or any other Person. To the extent that, at law or in equity, the Sponsor has duties and liabilities relating thereto to the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, or any other Person, the Sponsor acting under this Agreement shall not be liable to the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, or any other Person for its good faith reliance on the provisions of this Agreement subject to the standard of care in Section 5.5. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Sponsor otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Sponsor. For the avoidance of doubt, no

Person other than the parties hereto shall have any duties or obligations hereunder to the Trust, any Registered Owner, any Beneficial Owner, or the Authorized Participants.

(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises between the Sponsor or any of their respective Affiliates, on the one hand, and the Trust or any Registered Owner, Beneficial Owner, Authorized Participant, or other Person, on the other hand; or

(ii) whenever this Agreement or any other agreement contemplated herein provides that the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Registered Owner, Beneficial Owner, Authorized Participant, or other Person,

the Sponsor shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided the Sponsor shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Sponsor at law or in equity or otherwise.

(c) Notwithstanding any other provision of this Agreement or of applicable law, whenever in this Agreement Sponsor is permitted or required to make a decision:

(i) in its "discretion" or under a grant of similar authority, the Sponsor shall be entitled to consider such interests and factors as it desires, including its own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, any Registered Owner, any Beneficial Owner, any Authorized Participant, or any other Person; or

(ii) in its "good faith" or under another express standard, the Sponsor shall act under such express standard and shall not be subject to any other or different standard. The term "good faith" as used in this Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law.

(d) The Sponsor and any of its Affiliates may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor or its Affiliates. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Sponsor shall not be liable to the Trust or to the Registered Owners, the Beneficial Owners, or the Authorized

Participants for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Registered Owner, Beneficial Owner, or Authorized Participant shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed to be wrongful or improper. Except to the extent expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, or any Affiliate of the Trust or the Beneficial Owners.

Section 5.7 Obligations of the Sponsor.

(a) The Sponsor does not assume any obligation nor shall it be subject to any liability under this Agreement to any Registered Owner or Beneficial Owner, or Authorized Participant (including liability with respect to the worth of the Trust Property), except that each of them agrees to perform its obligations specifically set forth in this Agreement without gross negligence, bad faith or willful misconduct.

(b) The Sponsor shall not be under any obligation to prosecute any action, suit or other proceeding in respect of any Trust Property or in respect of the Shares on behalf of a Registered Owner, Beneficial Owner, Authorized Participant or other Person.

(c) The Sponsor shall not be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Authorized Participant, any Registered Owner or any other person believed by it in good faith to be competent to give such advice or information.

(d) The Sponsor shall have no obligation to comply with any direction or instruction from any Registered Owner or Beneficial Owner, or Authorized Participant regarding Shares except to the extent specifically provided in this Agreement.

Section 5.8 Delegation of Obligations of the Sponsor. The Sponsor may, and is hereby authorized to, at any time delegate all or a portion of its duties and obligations under this Agreement to another entity, including the Administrator, the Transfer Agent, the Representative, a Custodian or another Service Provider, as applicable, without the consent of any Registered Owner or any Beneficial Owner; provided, that any such delegees shall be appointed with reasonable care. The Sponsor shall not be liable for the conduct or misconduct of, any delegee selected by the Sponsor with reasonable care.  The Sponsor may terminate any such delegee at any time and is not required to appoint a replacement therefor. For the avoidance of doubt, no Service Provider is a party to this Agreement.  To the extent any contract to which a Service Provider is a party specifically references this Agreement (including any such reference to this Agreement in the Offering Documents) for a description of actions or services to be performed by that Service Provider under that contract, the performance of those actions or provision of those services shall be governed by that contract.

Section 5.9 Appointment of Successor Sponsor or Sponsors.

(a) Registered Owners, other than the Sponsor and its Affiliates, holding at least fifty-one percent (51%) of the outstanding Shares of the Trust (not including the Sponsor and its Affiliates) may agree in writing to appoint one or more successor sponsors if: (i) there is an admission of bankruptcy by the Sponsor or a court of competent jurisdiction has determined the Sponsor to be bankrupt or insolvent, or (ii) the Sponsor has identified a qualified successor sponsor and given notice of its voluntary withdrawal to each Registered Owner and the Delaware Trustee (each, a "Withdrawal Event"). The notice given by the Sponsor for a voluntary withdrawal must be given at least one hundred and twenty (120) days before the effective date of the withdrawal. The Sponsor may not withdraw unless the conditions in Section 5.9(a) and (b) are satisfied.

(b) Registered Owners, other than the Sponsor and its Affiliates, holding at least fifty-one percent (51%) of the outstanding Shares of the Trust (not including the Sponsor and its Affiliates) must agree in writing to appoint one or more successor sponsors within ninety (90) days of a Withdrawal Event.

(c) Notwithstanding Section 5.9(a), if the Sponsor is dissolved or has ceased to exist as a legal entity for any reason or is deemed to have resigned because (i) it fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties required by this Agreement, and such failure or incapacity is not cured, or (ii) the Sponsor is adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Liquidating Trustee may, among other actions, terminate and liquidate the Trust.

(d) Any corporation into which the Sponsor may be merged, consolidated or converted in a transaction in which the Sponsor is not the surviving corporation shall be the successor of the Sponsor without the execution or filing of any document or any further act.

Section 5.10 Resignation or Removal of the Delaware Trustee; Appointment of Successor Delaware Trustee.

(a) The Delaware Trustee may at any time resign as the Delaware Trustee hereunder by written notice of its election so to do, delivered to the Sponsor, and such resignation shall take effect upon the appointment of a successor Delaware Trustee and its acceptance of such appointment as hereinafter provided.

(b) The Sponsor may remove the Delaware Trustee in its discretion by written notice delivered to the Delaware Trustee in the manner provided in Section 7.4 at any time. If at any time the Delaware Trustee is in material breach of its obligations under this Agreement and the Delaware Trustee fails to cure such breach within thirty (30) days after receipt by the Delaware Trustee of written notice from the Sponsor, or Registered Owners acting on behalf of at least twenty-five percent (25%) of the outstanding Shares, specifying such default and requiring the Delaware Trustee to cure such default, the Sponsor may remove

the Delaware Trustee by written notice delivered to the Delaware Trustee in the manner provided in Section 7.4, and such removal shall take effect upon the appointment of a successor Delaware Trustee and its acceptance of such appointment as hereinafter provided.

(c) If the Delaware Trustee acting hereunder resigns or is removed, the Sponsor shall use its reasonable efforts to appoint a successor Delaware Trustee. Every successor Delaware Trustee shall execute and deliver to its predecessor and to the Sponsor an instrument in writing accepting its appointment hereunder, and thereupon such successor Delaware Trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due to it and on the written request of the Sponsor, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Trust Property to such successor and shall deliver to such successor a list of the Registered Owners of all outstanding Shares. Such successor Delaware Trustee shall promptly mail notice of the appointment of such successor Delaware Trustee to the Registered Owners.

(d) Any corporation into which the Delaware Trustee may be merged, consolidated or converted in a transaction in which the Delaware Trustee is not the surviving corporation shall be the successor of the Delaware Trustee without the execution or filing of any document or any further act. During the 90-day period following the effectiveness of a merger, consolidation or conversion described in the immediately preceding sentence, the Sponsor may, by written notice to the Delaware Trustee, remove the Delaware Trustee and designate a successor Delaware Trustee in compliance with the provisions of Section 5.10(c).

Section 5.11 Custodians. The Sponsor may at any time appoint one or more custodians (each, a "Custodian") to hold assets of the Trust, without the consent of any Registered Owner and any Beneficial Owner. The Sponsor is further authorized to appoint any successor or replacement Custodian or terminate any previously appointed Custodian, in accordance with the terms of the applicable custodial or other agreements entered into by the Trust with such Custodian or Custodians.

Section 5.12 Indemnification.

(a) The Delaware Trustee or any officer, affiliate, director, employee, or agent of the Delaware Trustee (each, a "Trustee Indemnified Person") shall be entitled to indemnification from the Trust, to the fullest extent permitted by law, from and against any and all losses, claims, taxes, damages, reasonable expenses, (including reasonable legal and consultants' fees and expenses, including legal fees and expenses of counsel related to enforcement of its rights hereunder), unpaid fees and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, "Indemnified Amounts"), to the extent that such Indemnified Amounts arise out of or are imposed upon or asserted against such Trustee Indemnified Persons with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of this Agreement or the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Trustee Indemnified Person for any Indemnified Amounts which are a result of the willful misconduct, bad faith or gross negligence of such Trustee Indemnified Person.

To the extent that the Trust has not satisfied any indemnification obligation set forth in the foregoing sentence with respect to Indemnified Amounts of any Trustee Indemnified Person, by the thirtieth (30^th) day following written demand therefor, the Sponsor shall indemnify and hold harmless such Trustee Indemnified Person from and against any and all Indemnified Amounts and shall pay on demand any such Indemnified Amounts which remain unpaid. The obligations of the Trust and the Sponsor to indemnify the Trustee Indemnified Persons as provided herein shall survive the termination of this Agreement and the resignation or removal of the Delaware Trustee.

(b) The Sponsor and its Affiliates, and their respective members, managers, directors, officers, employees, agents and Affiliates (each, a "Sponsor Indemnified Party") shall be indemnified by the Trust and held harmless against any Indemnified Amounts arising out of or in connection with the performance of its obligations under this Agreement, any actions taken in accordance with the provisions of this Agreement and the performance of obligations under any other agreement entered into by the Sponsor in furtherance of the administration of the Trust; provided that any such Indemnified Amount was not the direct result of: (1) gross negligence, bad faith or willful misconduct on the part of such Sponsor Indemnified Party or (2) reckless disregard on the part of the Sponsor of its obligations and duties under this Agreement. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such Sponsor Indemnified Party in defending itself against any claim or liability in its capacity as Sponsor and any amounts paid by the Sponsor to any Trustee Indemnified Person pursuant to Section 5.12(a). Any amounts payable to a Sponsor Indemnified Party under this Section 5.12(b) may be payable in advance or shall be secured by a lien on the Trust. The Sponsor may, in its discretion, undertake any action, that it may deem to be necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Registered Owners, including prosecuting, defending, settling or comprising actions or claims at law or in equity that it considers necessary or proper to protect the Trust or the interests of the Registered Owners, and, in such event, the legal expenses and costs of any such actions shall be expenses and costs of the Trust, and the Sponsor shall be entitled to be reimbursed therefor by the Trust.

(c) If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a "Proceeding") in respect of which indemnity may be sought hereunder, the party seeking indemnification (the "Indemnitee") shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee's ability to seek indemnification from the Indemnitor unless such failure adversely affects the Indemnitor's ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no conflict of interest exists as specified in clause (i) below and there are no other defenses available to Indemnitee as specified in clause (iii) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitor (in which case all attorney's fees and expenses shall be borne by the Indemnitor, and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but, in such case, no fees and expenses

of such counsel shall be borne by the Indemnitor unless such fees and expenses are otherwise required to be indemnified under Section 5.12(a) or (b), as applicable, and (i) there is such a conflict of interest between the Indemnitor and the Indemnitee as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (ii) the Indemnitor fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnitee or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee or (iii) there are legal defenses available to Indemnitee that are different from or are in addition to those available to the Indemnitor. No compromise or settlement of such Proceeding may be effected by either party without the other party's consent unless (m) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (n) the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnitor shall have no obligation to indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such Proceeding.

Section 5.13 Reserved.

Section 5.14 Charges of the Sponsor.

(a) The Sponsor is entitled to receive from the Trust, as an expense of the Trust, a fee for services that will accrue daily and be paid monthly in arrears at an annualized rate of up to 0.65% of the Adjusted Net Asset Value of the Trust (the "Sponsor's Fee"), which the Sponsor may adjust in its discretion and may further adjust above 0.65% in accordance with Section 6.1(a).

(b) The Sponsor is entitled to receive reimbursement from the Trust for all expenses and disbursements incurred by it under the last sentence of Section 5.12(b) or that are of the type described in paragraphs (ix), (x) or (xi) of Section 4.6(a) of this Agreement (including the fees and disbursements of legal counsel), except that the Sponsor is not entitled to charge the Trust for fees and expenses that the Sponsor is required to bear under Section 4.6(b) of this Agreement.

Section 5.15 Retention of Trust Documents. The Sponsor is authorized to destroy those documents, records, bills and other data compiled during the term of this Agreement at the times permitted by the laws or regulations governing the Sponsor.

Section 5.16 Federal Securities Law Filings. The Sponsor has prepared and filed a registration statement with the SEC and shall (i) take such action as is necessary to qualify the Shares for offering and sale under the federal securities laws of the United States, including the preparation and filing of amendments and supplements to such registration statement, and, if the Sponsor so determines, under the laws of any other

Section 5.17 Prospectus Delivery. The Transfer Agent will comply with the requirements to provide copies of the current prospectus for the Trust to Authorized Participants as provided in the relevant Authorized Participant Agreements.

Section 5.18 Discretionary Actions by Sponsor; Consultation. The Sponsor may (without obligation) undertake any action that it deems to be necessary or desirable to protect the Trust or the interests of the Registered Owners.

Section 5.19 Delaware Trustee.

(a) The Delaware Trustee shall be a legal entity that has its principal place of business in the State of Delaware, otherwise meets the requirements of applicable Delaware law and shall act through one or more persons authorized to bind such entity. If at any time the Delaware Trustee shall cease to be eligible in accordance with the provisions of this Section 5.19, it shall resign immediately in the manner and with the effect hereinafter specified in this Section 5.19. The initial Delaware Trustee shall be Delaware Trust Company.

(b) The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Sponsor, any Service Provider (other than the Delaware Trustee) or any other Person that are set forth herein. The Delaware Trustee shall be one of the trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Act and for taking such actions as are required to be taken by a Delaware trustee under the Act. Subject to the foregoing, the duties, liabilities and obligations of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware, (ii) executing any certificates required to be filed with the Delaware Secretary of State that the Delaware Trustee is required to execute under Section 3811 of the Act, and (iii) such other actions, pursuant to direction, as may be agreed upon between the Sponsor and the Delaware Trustee from time to time, provided that the Delaware Trustee shall have no obligation to perform any such additional actions, shall not be liable for the decision not to perform any such additional actions and reserves the right to charge additional fees for any such additional actions.  Other than the foregoing, the Delaware Trustee shall have no other duties (including fiduciary duties) or obligations, express or implied, at law or in equity.

(c) The Delaware Trustee shall serve until such time as the Sponsor removes the Delaware Trustee or the Delaware Trustee resigns and a successor Delaware Trustee is appointed by the Sponsor in accordance with the terms of this Section 5.19. The Delaware Trustee may resign at any time upon the giving of at least sixty (60) days' advance written notice to the Sponsor; provided, that such resignation shall not become effective unless and until a successor Delaware Trustee shall have been appointed by the Sponsor in accordance with Section 5.19. If the Sponsor does not act within such sixty (60) day period, the Delaware Trustee may apply to any court of competent jurisdiction for the appointment of a successor Delaware Trustee at the expense of the Trust.

(d) Upon the resignation or removal of the Delaware Trustee, the Sponsor shall appoint a successor Delaware Trustee. Any successor Delaware Trustee must satisfy the requirements of Section 3807 of the Act. Any resignation or removal of the Delaware Trustee and appointment of a successor Delaware Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Delaware Trustee to the outgoing Delaware Trustee and the Sponsor and any fees and expenses due to the outgoing Delaware Trustee are paid. Following compliance with the preceding sentence, the successor Delaware Trustee (i) shall file an amendment to the Certificate of Trust reflecting the change of Delaware Trustee and (ii) shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Delaware Trustee under this Agreement, with like effect as if originally named as Delaware Trustee, and the outgoing Delaware Trustee shall be discharged of its duties and obligations under this Agreement. Any business entity into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Delaware Trustee, shall be the successor of the Delaware Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto except as may be required by law.

Section 5.20 Compensation and Expenses of the Delaware Trustee. The Delaware Trustee (or any successor Delaware Trustee) shall be entitled to receive compensation from the Trust for its services in accordance with such schedules as shall have been separately agreed to from time to time by the Delaware Trustee and the Trust. The Delaware Trustee may consult with counsel (who may be counsel for the Sponsor or for the Delaware Trustee). The reasonable legal fees incurred in connection with such consultation shall be reimbursed to the Delaware Trustee pursuant to this Section, provided that no such fees shall be payable to the extent that they are incurred as a result of the Delaware Trustee's gross negligence, bad faith or willful misconduct.

(a) Except as provided below, the Sponsor may amend any provision of this Agreement without the consent of any Registered Owner or Beneficial Owner. Any amendment that imposes or increases any fees or charges (other than the Sponsor's Fee, to the extent it does not exceed 0.65% of the Adjusted Net Asset Value, and other than taxes and other governmental charges) or prejudices a substantial existing right of the Registered Owners will not become effective until thirty (30) days after notice of such amendment is given by the Sponsor or its designee to the Registered Owners. Every Registered Owner and Beneficial Owner, at the time any such amendment becomes effective, shall be deemed, by continuing to hold any Shares or an interest therein, to consent and agree to such amendment and to be bound by this Agreement as amended thereby. In no event shall any amendment impair the right of a Registered Owner to Surrender Baskets and receive therefor the amount of Trust Property represented thereby, except in order to comply with mandatory provisions

of applicable law. Notwithstanding any other provision of this Agreement, no amendment to this Agreement may be made if, as a result of such amendment, it would adversely affect the status of the Trust as a partnership for United States federal income tax purposes.

(b) No amendment shall be made to this Agreement without the consent of the Delaware Trustee (which may be granted or withheld in the Delaware Trustee's discretion) if such amendment affects any of its rights, duties or liabilities.

(c) Registered Owners holding at least fifty-one percent (51%) of the outstanding Shares of the Trust must consent, in the manner provided for in Section 6.1(e) below, to material changes to the Trust's investment objective specified in Section 2.1(c).  For the avoidance of doubt, for purposes of this Section 6.1(a), any change to the Index methodology or other governing document relating to the administration, valuation or calculation of the Index shall not be considered a material change.

(d) The appointment of a successor sponsor or sponsors under Section 5.9 or a Liquidating Trustee pursuant to Section 6.2(c) shall be deemed to amend this Agreement to refer to such successor sponsor(s) or Liquidating Trustee, as applicable, in place of the Sponsor to the extent such sponsor(s) or the Liquidating Trustee succeeds to the rights, duties or liabilities of the Sponsor.

(e) Any action required or permitted to be taken by Registered Owners by vote or consent may be taken without a meeting by written consent setting forth the actions so taken. Such written consents shall be treated for all purposes to have the same validity as votes at a meeting. If the vote or consent of any Shareholder to any action of the Trust or any Shareholder, as contemplated by this Agreement, is solicited by the Sponsor, the solicitation shall be effected by notice to each Shareholder given in the manner provided in Section 7.4(c). The vote or consent of each Shareholder so solicited shall be deemed conclusively to have been cast or granted as requested in the notice of solicitation, whether or not the notice of solicitation is actually received by that Shareholder, unless the Shareholder expresses written objection to the vote or consent by notice given in the manner provided in Section 7.4(c) below and actually received by the Trust within twenty (20) days after the notice of solicitation is effected. The Sponsor and all persons dealing with the Trust shall be entitled to act in reliance on any vote or consent which is deemed cast or granted pursuant to this Section and shall be fully indemnified by the Trust in so doing. Any action taken or omitted in reliance on any such deemed vote or consent of one or more Registered Owners shall not be void or voidable by reason of timely communication made by or on behalf of all or any of such Registered Owners in any manner other than as expressly provided in Section 7.4(c).

Section 6.2 Termination.

(a) The term for which the Trust will exist commenced on the date of the filing of the Certificate of Trust and shall continue until terminated pursuant to the provisions hereof.  If the Sponsor determines in its sole discretion to dissolve the Trust, the Sponsor shall set a date on which the Trust shall dissolve and mail notice of that dissolution to the Registered Owners at least thirty (30) days prior to the date set for dissolution.  In addition, the Sponsor shall set a date on which the Trust shall dissolve and mail notice of that

dissolution to the Registered Owners at least thirty (30) days prior to the date set for dissolution if any of the following occurs:

(i) upon a Withdrawal Event, unless within ninety (90) days of such Withdrawal Event, Registered Owners holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its affiliates) agree in writing to continue the Trust and to select, effective as of the date of such Withdrawal Event, one or more successor sponsors;

(ii) Shares are delisted from the Exchange and are not approved for listing on another national securities exchange within five (5) Business Days of their delisting;

(iii) the Trust becomes insolvent or bankrupt;

(iv) all of the Trust's assets are sold;

(v) the SEC determines that the Trust is an investment company under the Investment Company Act of 1940, as amended, and the Sponsor made the determination that dissolution of the Trust is advisable;

(vi) sixty (60) days have elapsed since DTC or another depository has ceased to act as depository with respect to the Shares, and the Sponsor has not identified another depository that is willing to act in such capacity; or

(vii) after any Service Provider resigns or otherwise ceases to act in such capacity with respect to the Trust, and no replacement Service Provider is engaged, the Sponsor makes a determination that dissolution of the Trust is advisable.

(b) On and after the dissolution of the Trust, the Sponsor shall, in accordance with Section 3808(e) of the Act, wind up the business and affairs of the Trust. Subject to the payment or the reasonable provision of such payment by the Trust of the claims and obligations of the Trust as required by Section 3808(e) of the Act, the Registered Owners will be entitled to delivery of the amount of Trust Property represented by their Shares as hereinafter provided. The Sponsor shall not accept any Purchase Order or Redemption Order after the date of dissolution. If any Shares remain outstanding after the date of dissolution of the Trust, the Trust thereafter shall (i) discontinue the registration of transfers of Shares; (ii) continue to collect distributions pertaining to Trust Property and hold the proceeds thereof uninvested, without liability for interest; and (iii) pay pursuant to Section 3808(e) of the Act the Trust's expenses, and may sell Trust Property as necessary to meet those expenses. After the dissolution of the Trust, the Representative shall sell or otherwise liquidate the Trust Property then held under this Agreement and, after complying with Section 3808(e) of the Act and deducting any fees, expenses, taxes or other governmental charges payable by the Trust and any expenses for the account of the Registered Owner of such Shares in accordance with the terms and conditions of this Agreement and any applicable taxes or other governmental charges, the Transfer Agent shall promptly distribute the net proceeds from such sale to the Registered Owners. After making such distribution, the Trust and this Agreement shall terminate and the Sponsor shall direct the Delaware Trustee to execute and

cause a certificate of cancellation of the Certificate of Trust to be filed in accordance with the Act at the expense of the Trust. After making such filing and termination of this Agreement, the Sponsor and the Delaware Trustee shall be discharged from all obligations under this Agreement except for the Sponsor's obligations that expressly survive termination of the Agreement.

(c) Upon the occurrence of an event listed in Section 6.2(a), the Trust shall liquidate under the direction of such person as the Registered Owners holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its Affiliates) may propose and approve (the "Liquidating Trustee")). Any Liquidating Trustee that is appointed will have the same powers and limitations as applicable to the Sponsor, and the Liquidating Trustee will have the same limitations on liability and entitlement to indemnification as the Sponsor that are contained in Section 5.5(b) and Section 5.12 hereof.  Upon termination of the Trust, following completion of winding up of its business, the Liquidating Trustee shall direct the Delaware Trustee to execute and file a certificate of cancellation of the Trust's Certificate of Trust to be filed in accordance with applicable Delaware law at the expense of the Trust. After making such filing and termination of this Agreement, the Liquidating Trustee shall be discharged from all obligations under this Agreement except for its obligations that expressly survive termination of the Agreement.

(d) The death, legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Shareholder (as long as such Shareholder is not the sole Shareholder of the Trust) shall not result in the termination of the Trust, and such Shareholder, his estate, custodian or personal representative shall have no right to withdraw or value such Shareholder's Shares. Each Shareholder (and any assignee thereof) expressly agrees that in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative of his estate and any person interested therein to waive the furnishing of any inventory, accounting or appraisal of the assets of the Trust and any right to an audit or examination of the books of the Trust.

(e) In respect of termination events that rely on the Sponsor's determinations to terminate the Trust, the Sponsor may make any such determination in its sole discretion. To the extent that the Sponsor determines to continue operation of the Trust following a determination of a termination event, the Trust may be required to alter its operations to comply with the termination event.  In such case, the Sponsor shall not be liable for its determination of whether to continue or to terminate the Trust.

Section 7.1 Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original and all of such counterparts constitute one and the same agreement. Copies of this Agreement are filed with the Delaware Trustee and are open to inspection upon reasonable notice by any Registered Owner during the Delaware Trustee's business hours.

Section 7.2 Derivative Actions; Third-Party Beneficiaries.

(a) Derivative Actions. No Registered Owner shall have the right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust, unless two or more Registered Owners who (i) are not affiliates of one another and (ii) collectively hold at least 25% of outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding.  The foregoing limitation shall not apply to any derivative action, suit or other proceeding brought on behalf of the Trust for claims under the federal securities laws and the rules and regulations thereunder.

(b) Third-Party Beneficiaries. Subject to Section 5.8, this Agreement is for the exclusive benefit of the parties hereto and the Covered Persons and other indemnified parties referred to in Section 5.12, and the Registered Owners, Beneficial Owners and Authorized Participants from time to time, and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other Person.

Section 7.3 Severability. In case any one or more of the provisions contained in this Agreement are or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall in no way be affected, prejudiced or disturbed thereby.

Section 7.4 Notices.

(a) All notices given under this Agreement must be in writing.

(b) Any notice to be given to the Sponsor or the Delaware Trustee shall be deemed to have been duly given (i) when it is actually delivered by a messenger or a recognized courier service, (ii) five (5) days after it is mailed by registered or certified mail, postage paid or (iii) when receipt of an electronic mail is acknowledged via a return receipt or receipt confirmation as requested by the original transmission, in each case to or at the address or email address set forth below:

To the Sponsor:

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

Section 7.5 Governing Law; Consent to Jurisdiction.

(a) This Agreement is governed by and is to be construed in accordance with the laws of the State of Delaware.

(b) The parties hereto hereby (i) irrevocably submit to the exclusive jurisdiction of any Delaware state court or federal court sitting in Wilmington, Delaware in any action arising out of or relating to this Agreement and (ii) consent to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court. Each party agrees that, in the event that any dispute arising from or relating to this Agreement becomes subject to any judicial proceeding, such party waives any right that it may otherwise have to (x) seek punitive or consequential damages or (y) request a trial by jury.

Section 7.6 Headings. The titles of the Articles and the headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement.

Section 7.7 Binding Effect; Entire Agreement. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement is binding upon and inures to the benefit of the parties hereto and their respective personal representatives, successors and permitted assigns. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

Section 7.8 Provisions in Conflict With Law or Regulations. The provisions of this Agreement are severable, and if the Sponsor determines, with the advice of counsel, that any one or more of such provisions (the "Conflicting Provisions") are in conflict with the Code, the Act or other applicable U.S. federal or state laws, the Conflicting Provisions shall be deemed never to have constituted a part of this Agreement, even without any amendment of this Agreement pursuant to this Agreement; provided, however, that such determination by the Sponsor shall not affect or impair any of the remaining provisions of this Agreement or render invalid or improper any action taken or omitted prior to such determination. The Sponsor shall not be liable for making or failing to make such a determination.

Section 7.9 Conditions to Effectiveness of Amendments. The amendments to the Existing Trust Agreement set forth herein shall become effective upon execution by the Sponsor and the Delaware Trustee.

THIS Certificate of Trust of United States Gold and Treasury Investment Trust (the "Trust") is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the "Act").

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

THIS Certificate of Amendment to the Certificate of Trust of United States Gold and Treasury Investment Trust (the "Trust") is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to amend the certificate of trust of a statutory trust formed under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the "Act") pursuant to § 3810(b) of the Act.

(a) The Trust shall establish and maintain a separate account (the "Capital Account") for each Beneficial Owner's¹ Shares in accordance with the following provisions (references to Sections in this Annex I will be to Sections in this Annex I unless otherwise stated and references to Sections of the Agreement will be indicated as such):

(i) Initial Contribution. A Beneficial Owner's "Initial Contribution" will be equal to the amount of cash contributed to the Trust by the Beneficial Owner or its agent on the first issuance of Shares to the Beneficial Owner or its agent as described in Article II.

(ii) Initial Capital Account. The initial balance of the Capital Account of each Beneficial Owner shall be such Beneficial Owner's Initial Contribution.

(A)       Each Beneficial Owner's Capital Account shall be increased by the amount of additional cash contributed to the Trust by such Beneficial Owner or its agent, and by any income or gain (including income and gain exempt from tax) computed in accordance with Section 1(b) and allocated to such Beneficial Owner pursuant to Section 2.

(B)        Each Beneficial Owner's Capital Account shall be decreased by the amount of cash distributed to such Beneficial Owner or its agent pursuant to any provision of this Agreement, and by any expenses, deductions or losses computed in accordance with Section 1(b) and allocated to such Beneficial Owner pursuant to Section 2.

(iv) Contributions; Distributions; Redemptions. Each Beneficial Owner agrees that it (or its agent) will contribute property to the Trust only if such property has, to the best of that Beneficial Owner's knowledge after reasonable inquiry, a basis for tax purposes equal to the fair market value of such property, and acknowledges that the Trust will rely upon such fair market value basis for purposes of determining and allocating items of income, gain, loss, deduction, basis and other tax items. For this purpose, Section 7 shall apply to determine fair market value.

(b) For purposes of computing the amount of any item of income, gain, deduction, expense or loss to be reflected in a Beneficial Owner's Capital Account, the determination, recognition and classification of any such item shall be the same as its

¹ In this Annex I, all references to "Beneficial Owner" shall be deemed a reference to the broker or nominee through which such Beneficial Owner owns its Shares.

determination, recognition and classification for U.S. federal income tax purposes; provided that:

(i) Items described in Section 705(a)(2)(B) of the Code shall be treated as items of deduction. All fees and other expenses incurred by the Trust to promote the sale of (or to sell) a Share that can neither be deducted nor amortized under Section 709 of the Code shall, for purposes of Capital Account maintenance, be treated as an item described in Section 705(a)(2)(B) of the Code.

(ii) Except as otherwise provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code.

(iii) In computing income, gain, deduction, expense or loss for Capital Account purposes, the amount of such item shall be determined taking into account the book value of the Trust's property, as adjusted pursuant to Section 1(d).

(c) In the event any Beneficial Owner's Shares are transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of such Beneficial Owner to the extent such Capital Account relates to the transferred Shares.

(d) Consistent with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(f), upon an issuance or redemption of Shares, in connection with the dissolution, liquidation or termination of the Trust, or otherwise as appropriate pursuant to generally accepted industry accounting practices, the Capital Accounts of all Beneficial Owners may, immediately prior to such issuance, redemption, dissolution, liquidation, termination, or otherwise, be adjusted (consistent with the provisions hereof) upwards or downwards to reflect any Unrealized Gain or Unrealized Loss attributable to Trust property, as if such Unrealized Gain or Unrealized Loss had been recognized upon an actual sale of such property, immediately prior to such issuance, redemption, dissolution, liquidation, termination, or otherwise, and had been allocated to the Beneficial Owners at such time pursuant to Section 2. Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(g), appropriate adjustments shall be made to the book value of Trust property with Unrealized Gain or Unrealized Loss. Proper adjustment shall be made to the amount of any Capital Account adjustment under this Section 1(d) to take into account any prior Capital Account adjustment under this Section 1.

(a) For purposes of maintaining Capital Accounts and in determining the rights of the Beneficial Owners among themselves, except as otherwise provided in this Section 2, each item of income, gain, loss, expense and deduction (computed in accordance with Section 1(b)) shall be allocated to the Beneficial Owners in accordance with their respective Percentage Interests.

(b) Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(g), items of depreciation, depletion, amortization and gain or loss attributable to Adjusted

Property that has a Book-Tax Disparity shall be allocated among the Beneficial Owners in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).

(c) If any Beneficial Owner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), then items of Trust income and gain (consisting of a pro rata portion of each item of Trust income, including gross income, and gain for such year) shall be specially allocated to such Beneficial Owner in an amount and manner sufficient to eliminate a deficit balance in its Capital Account (after decreasing such Beneficial Owner's Capital Account balance by the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6)) created by such adjustments, allocations or distributions as quickly as possible. This Section 2(c) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

(a) For U.S. federal income tax purposes, except as otherwise provided in this Section 3, each item of income, gain, loss, deduction and credit of the Trust shall be allocated among the Beneficial Owners in accordance with their respective Percentage Interests.

(b) In an attempt to eliminate Book-Tax Disparities, items of income, gain, loss, or deduction shall be allocated for U.S. federal income tax purposes among the Beneficial Owners under the remedial allocation method of Treasury Regulations Section 1.704-3(d).

(c) If any Beneficial Owner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), then items of income and gain shall be specially allocated to such Beneficial Owner in an amount and manner consistent with the allocations of income and gain pursuant to Section 2(c).

(d) The provisions of this Annex I and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations. The Sponsor shall be authorized to make appropriate amendments to the allocations of items pursuant to this Section 3 if necessary in order to comply with Section 704 of the Code or applicable Treasury Regulations promulgated thereunder.

(a) For purposes of Sections 1, 2 and 3, the Sponsor shall cause the Trust to adopt such conventions as may be necessary or appropriate in the Sponsor's reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Trust's income, gain, loss, expenses, deductions and credits in a manner that reflects

Beneficial Owner's Shares. The Sponsor may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence.

(b) Unless the Sponsor determines that another convention is necessary or appropriate in the Sponsor's reasonable discretion in order to comply with applicable law, or to allocate items of the Trust's income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Sponsor's Shares, the Trust shall use the monthly convention described in this Section 4(b).

(i) All issuances, redemptions and transfers of Shares or beneficial interests therein shall be deemed to take place at a price equal to the value of such Share or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place on which the value of a Share is lowest (such price, the "single monthly price"). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 1(d), the fair market value of all Trust property immediately prior to the issuance, redemption or transfer of Shares shall be deemed to be equal to the lowest value of such property (as determined under Section 7) during the month in which such Shares are issued or redeemed. In the event that the Trust makes an election under Section 754 of the Code, adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price.

(ii) All contributed property shall be deemed to be contributed at a price equal to the weighted average value of such property (as determined under Section 7) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the purchase or sales price of the property, respectively.

(iii) Each item of Trust income, gain, expense, loss, deduction and credit attributable to transferred Shares shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Beneficial Owners who own Shares as of the close of the last day of the month preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this Agreement becomes effective, such items shall be allocated to the Beneficial Owners who own the Shares as of the close of the last day of the month in which such items arose; and provided further that, unless the Sponsor determines that another method is necessary or appropriate in the Sponsor's reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Trust (or, in the Sponsor's sole discretion, other sales or dispositions of assets if appropriate to more accurately allocate such gain and loss to Beneficial Owners in a manner that corresponds to their economic gain and loss) shall be allocated to the Beneficial Owners who own Shares as of the close of the day in which such gain or loss is recognized for U.S. federal income tax purposes.

(iv) All such allocations are intended to constitute a reasonable method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii) and to take into account a Beneficial Owner or Beneficial Owner's varying Shares during the taxable year of any issuance, redemption or transfer of Shares or beneficial interests therein. Any person who is the transferee of Shares shall be deemed to consent to the methods of determination and allocation set forth in this Section 4 as a condition of receiving such Shares.

Section 5. Shares as Personal Property. Each Beneficial Owner hereby agrees that its Shares shall for all purposes be personal property. The Trust shall be the sole owner of the property and rights conveyed to it. No Beneficial Owner has any interest in specific Trust property, including property conveyed to the Trust by a Beneficial Owner.

Section 6. Interest on Capital Contributions. No Beneficial Owner shall be entitled to any interest on its capital contribution.

(a) Unless otherwise provided in this Agreement, the value, on any day, of Physical Gold, Cash Equivalents and any other property, other than cash, under this Agreement shall be determined as of 4:00 p.m. (New York City time) on that day, as follows:

(i) The Administrator will determine the LBMA Gold Price to be used to value the Trust's Physical Gold, and multiply the applicable LBMA Gold Price by the number of troy ounces of Physical Gold held by the Trust.  The Administrator generally values the Physical Gold held by the Trust using that day's LBMA Gold Price PM.  If there is no LBMA Gold Price PM on any day, the Administrator is authorized to use the LBMA Gold Price AM on that day.  If no LBMA Gold Price is available on any day, the Administrator is authorized to value the Trust's gold based on the most recently announced LBMA Gold Price PM or LBMA Gold Price AM.  If the Administrator determines that such price is inappropriate as a basis for the valuation of the Trust's Physical Gold, the Administrator shall value such Physical Gold as described in paragraph (ii) below.

(ii) The Administrator will value all other property at (A) its current market value, if quotations for such property are readily available or (B) its fair value, as reasonably determined by the Administrator, if no quotations for such property are readily available.

(b) The Administrator may (but is not required to) employ the services of, and rely upon the reports of, a recognized pricing service (including a pricing service that is an Affiliate of the Administrator). If the Administrator determines that the procedures in this Section 7 are an inappropriate basis for the valuation of the Trust's assets, it shall determine an alternative basis to be employed. The Administrator shall not be liable to any Person for any determination as to the alternative basis for evaluation; provided that such determination is made in good faith.

(a) Distributions from the Trust upon the occurrence of a redemption or upon dissolution, liquidation or termination pursuant to Section 2.8 or Section 6.2 of the Agreement, will be in the form of Physical Gold, Cash Equivalents and/or cash as determined by such sections, as applicable; provided that, in the case of a distributions upon dissolution, liquidation or termination, amounts received by Beneficial Owners shall be in accordance with Capital Accounts as provided in Treasury Regulations Section 1.704-1(b)(2)(ii)(b).

(b) Notwithstanding any provision to the contrary contained in this Agreement, the Trust, and the Sponsor on behalf of the Trust, shall not be required to make a distribution with respect to Shares if such distribution would violate the Act or any other applicable law. A determination that a distribution is not prohibited under this Section 8 or the Act shall be made by the Sponsor and, to the fullest extent permitted by applicable law, may be based either on financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances or on a fair valuation or any other method that is reasonable under the circumstances. Unless otherwise agreed to by the Beneficial Owners, a Beneficial Owner shall be entitled only to the distributions expressly provided for in this Agreement.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Beneficial Owners understand and acknowledge that a Beneficial Owner (or its agent) may be compelled to accept a distribution of any asset in kind from the Trust despite the fact that the percentage of the asset distributed to such Beneficial Owner (or its agent) exceeds the percentage of that asset which is equal to the percentage in which such Beneficial Owner shares in distributions from the Trust.