Common use of Creation and Declaration of Trust Clause in Contracts

Creation and Declaration of Trust. (a) The Trust continued hereby shall be known as the “Vaulted Gold Bullion Trust,” in which name the Trustee may conduct the business of the Trust, make and execute contracts, and xxx and be sued. It is the intention of the parties hereto that the Trust created hereby constitutes a statutory trust under the Act, and that this document constitutes the governing instrument of the Trust. The execution and filing of the certificate of trust by the Trustee and the Delaware Trustee with the Delaware Secretary of State are hereby ratified. The Trustee acknowledges that on the date hereof, on behalf of the Trust, it has received from the Underwriter confirmation that the Mint has received a deposit of a specified amount, designated in xxxx ounces, of Gold Bullion from the Initial Depositor, and that the Mint has credited on its records such deposit to the Trust Allocated Account for the benefit of the Trust. The Gold Bullion shall be held at the Mint by the Bank of Montreal in the Trust Allocated Account for the benefit of the holders of the Gold Deposit Receipts for the purposes of, and subject to, and limited by, the terms and conditions set forth in, this Agreement. The Trust will offer initially the following three classes of Gold Deposit Receipts, all of which have the same rights and rank pari passu with one another, and shall each represent an undivided interest in one xxxx ounce of Gold Bullion: Class A Gold Deposit Receipts, Class F Gold Deposit Receipts, and Class F-1 Gold Deposit Receipts, the terms of which shall be identical, but which shall be subject to differing selling concessions or fees at the time of initial issuance and sale. (b) From time to time, the Initial Depositor will deposit with the Mint, Gold Bullion in such quantities as required necessary to satisfy the requirements of issuance of each Gold Deposit Receipt in accordance with this Article 2. (c) The Trustee on behalf of the Trust shall have full power and authority to engage in such business or activities as are expressly set forth in this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party to or by which it may be bound. The Trust shall not engage in any business or activities other than those expressly required or authorized by this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party. Other than issuance of the Gold Deposit Receipts, the Trust shall not issue or sell any certificates or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed. The Trust shall issue Gold Deposit Receipts through the facilities of DTC or any successor thereto pursuant to the Distribution Agreement. (d) Anything herein to the contrary notwithstanding, the Trustee does not assume any of the duties, responsibilities, obligations or liabilities of the Initial Depositor, the Underwriter, the Calculation Agent, the Mint, DTC, any Authorized Participant, or any Other Broker-Dealer in respect of the Gold Deposit Receipts. (e) The Gold Deposit Receipt(s) shall be held by the Trustee as custodian for DTC at such place and in such manner as the Trustee shall determine. (f) It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust, which shall be treated as a domestic trust for United States federal income tax purposes, and neither the Initial Depositor nor the Underwriter shall take any action that would be reasonably likely to cause the Trust to be characterized as other than a domestic grantor trust for United States federal income tax purposes. Notwithstanding any other provision of this Agreement, it is the intention of the parties that the Trust qualify as a “United States person” under Section 7701(a)(30)(E) of the Code, and one or more United States persons shall always have the authority to control all substantial decisions under this Agreement. A person who is not a “United States person” (as defined in Section 7701(a)(30)(A)-(C) of the Code) shall not serve as a Trustee, and any power, fiduciary or otherwise, held by a person who is not a United States person shall be effective only to the extent such power is not the power to make a “substantial decision,” as defined in Treasury Regulation Section 301.7701-7. Any person who does not reside in one of the fifty (50) states of the United States shall be disqualified from serving as Trustee. The provisions of this Agreement shall be interpreted to further this intention of the parties. (g) The Initial Depositor is hereby authorized and directed to execute and deliver the Distribution Agreement on behalf of the Trust and to take all actions necessary in connection with such execution and delivery.

Creation and Declaration of Trust. (a) The Trust continued hereby shall be known as the “Vaulted Gold Bullion Trust,” in which name the Trustee may conduct the business of the Trust, make and execute contracts, and xxx and be sued. It is the intention of the parties hereto that the Trust created hereby constitutes a statutory trust under the Act, and that this document constitutes the governing instrument of the Trust. The execution and filing of the certificate of trust by the Trustee and the Delaware Trustee with the Delaware Secretary of State are hereby ratified. The Trustee acknowledges that on the date hereof, on behalf of the Trust, it has received from the Underwriter confirmation that the Mint has received a deposit of a specified amount, designated in xxxx ounces, of Gold Bullion from the Initial Depositor, and that the Mint has credited on its records such deposit to the Trust Allocated Account for the benefit of the Trust. The Gold Bullion shall be held at the Mint by the Bank of Montreal in the Trust Allocated Account for the benefit of the holders of the Gold Deposit Receipts for the purposes of, and subject to, and limited by, the terms and conditions set forth in, this Agreement. The From time to the Trust will offer initially the following three multiple classes of Gold Deposit Receipts, all of which have the same rights and rank pari passu with one another, and shall each represent an undivided interest in one xxxx ounce of Gold Bullion: Class A Gold Deposit Receipts, Class F Gold Deposit Receipts, and Class F-1 Gold Deposit Receipts, the . The terms of which these different classes shall be identical, but which the classes shall be subject to differing selling concessions or fees at the time of initial issuance and sale. (b) From time to time, the Initial Depositor will deposit with the Mint, Gold Bullion in such quantities as required necessary to satisfy the requirements of issuance of each Gold Deposit Receipt in accordance with this Article 2. (c) The Trustee on behalf of the Trust shall have full power and authority to engage in such business or activities as are expressly set forth in this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party to or by which it may be bound. The Trust shall not engage in any business or activities other than those expressly required or authorized by this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party. Other than issuance of the Gold Deposit Receipts, the Trust shall not issue or sell any certificates or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed. The Trust shall issue Gold Deposit Receipts through the facilities of DTC or any successor thereto pursuant to the Distribution Agreement. (d) Anything herein to the contrary notwithstanding, the Trustee does not assume any of the duties, responsibilities, obligations or liabilities of the Initial Depositor, the Underwriter, the Calculation Agent, the Mint, DTC, any Authorized Participant, or any Other Broker-Dealer in respect of the Gold Deposit Receipts. (e) The Gold Deposit Receipt(s) shall be held by the Trustee as custodian for DTC at such place and in such manner as the Trustee shall determine. (f) It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust, which shall be treated as a domestic trust for United States federal income tax purposes, and neither the Initial Depositor nor the Underwriter shall take any action that would be reasonably likely to cause the Trust to be characterized as other than a domestic grantor trust for United States federal income tax purposes. Notwithstanding any other provision of this Agreement, it is the intention of the parties that the Trust qualify as a “United States person” under Section 7701(a)(30)(E) of the Code, and one or more United States persons shall always have the authority to control all substantial decisions under this Agreement. A person who is not a “United States person” (as defined in Section 7701(a)(30)(A)-(C) of the Code) shall not serve as a Trustee, and any power, fiduciary or otherwise, held by a person who is not a United States person shall be effective only to the extent such power is not the power to make a “substantial decision,” as defined in Treasury Regulation Section 301.7701-7. Any person who does not reside in one of the fifty (50) states of the United States shall be disqualified from serving as Trustee. The provisions of this Agreement shall be interpreted to further this intention of the parties. (g) The Initial Depositor is hereby authorized and directed to execute and deliver the Distribution Agreement on behalf of the Trust and to take all actions necessary in connection with such execution and delivery.

Creation and Declaration of Trust. (a) The Trust continued hereby shall be known as the “Vaulted Gold Bullion Trust,” in which name the Trustee may conduct the business of the Trust, make and execute contracts, and xxx and be sued. It trust created pursuant to this Agreement is the intention of the parties hereto that the Trust created hereby constitutes a statutory common law trust under the Actlaws of the State of New York. In exchange for all of the Certificates, the Depositor hereby Conveys to the Trustee, without recourse, for the benefit of all present and future Holders of the Certificates, all of the Depositor’s right, title and interest in and to (a) the Agency Securities listed in Schedule A to this Agreement, which the Depositor causes to be delivered to the Trustee as described in paragraph (b) below, and that this document constitutes all Agency Security Distributions with respect thereto payable to Persons who are holders of record thereof on and after , [ ], (b) the governing instrument Collection Account, including all income from the investment of funds therein, (c) the Expense Reserve Account, including all income from investment of funds therein, and (d) all proceeds of the Trust. The execution and filing conversion, voluntary or involuntary, of any of the certificate foregoing into cash or other liquid property (including without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of trust action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (the “Conveyed Assets”). (b) In connection with the Conveyance referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, convey the Agency Securities to the Trustee [either (i) by physical delivery of Agency Securities which are in physical form, duly endorsed, to the Trustee or (ii) by delivery of any other Agency Securities through a Clearing Agency, in which event (A) the Trustee has accepted delivery of such Agency Securities through such Clearing Agency and (B) the Agency Securities have been credited to a custodial account established by the Trustee and the Delaware Trustee with the Delaware Secretary of State are hereby ratified. The Trustee acknowledges that on the date hereofTrustee, on behalf of the Trust, it has received from the Underwriter confirmation that the Mint has received a deposit of a specified amount, designated in xxxx ounces, of Gold Bullion from the Initial Depositor, and that the Mint has credited on or its records such deposit to the Trust Allocated Account authorized agent for the benefit of the Trust. The Gold Bullion shall be held at the Mint by the Bank of Montreal in the Trust Allocated Account for the benefit of the holders of the Gold Deposit Receipts for the purposes ofCertificateholders, and subject to, for which the Trustee is the sole entitlement holder and limited by, the terms Trustee shall have the right to hold and conditions set forth in, maintain such Agency Securities on deposit with such Clearing Agency for all purposes of this Agreement. The In addition, the Depositor shall, not later than the applicable Closing Date, deliver to the Trustee any related agreements or other instruments with respect to the Agency Securities and any other Conveyed Assets that are conveyed to the Trustee pursuant to the preceding paragraph.], (ii) in the case of Agency Securities that are issuable only in book-entry form under the book-entry system operated by the Federal Reserve System, have been registered on the books of the Federal Reserve Bank of New York in the name of Participants Trust will offer initially Company, which has confirmed to the following three classes Trustee in writing on or prior to the Closing Date that it is holding such Agency Securities on behalf of Gold Deposit Receiptsthe Trustee and has identified such Agency Securities on its records as belonging to the Trustee, or (iii) in the case of Xxxxxx Mae Agency Securities that are held under the clearing system operated by Participants Trust Company, have been registered on the books of in the name of , which has confirmed in writing to the Trustee on or prior to the Closing Date that it is holding such Xxxxxx Xxx Agency Securities on behalf of the Trustee and has identified such Xxxxxx Mae Agency Securities on its records as belonging to the Trustee; provided that the Depositor may, at its sole option, instead request the Trustee to cause all of such Agency Securities to be so registered no later than the opening of business on the last Business Day of the month of the Closing Date, in which have event such Agency Securities shall be accompanied by such powers and shall otherwise be in such form as shall permit the same rights registration thereof in the name of the Trustee or its nominee without the taking of any further action other than presentation for registration of transfer and rank pari passu with one anotherpayment of the applicable fees in connection therewith, and the Trustee, by its acceptance of such Agency Securities, shall each represent an undivided interest in one xxxx ounce be deemed to have agreed to present them for registration of Gold Bullion: Class A Gold Deposit Receipts, Class F Gold Deposit Receipts, transfer no later than the opening of business on the last Business Day of the month of closing and Class F-1 Gold Deposit Receiptsto pay the applicable transfer fees (subject to its right of reimbursement under Section 10.07).] (c) The Conveyance of the Conveyed Assets by the Depositor pursuant to this Agreement is absolute and is intended by the parties hereto as a sale. (d) With respect to the delivery of the Conveyed Assets to the Trustee, the terms of which shall be identical, but which shall be subject Depositor hereby represents and warrants to differing selling concessions or fees the Trustee that: (i) the Depositor is duly authorized to so deliver the Conveyed Assets; (ii) at the time of initial issuance delivery of the Conveyed Assets, the Depositor’s interest in such Conveyed Assets is free and saleclear of any lien, pledge, encumbrance, right, charge, claim or other security interest created by the Depositor; (iii) such delivery is irrevocable and free of any continuing claim by the Depositor except such as the Depositor may have as a Certificateholder; (iv) each item of the Conveyed Assets is comprised of “investment property”, “instruments”, “tangible chattel paper”, “accounts”, “security entitlements” or “general intangibles,” which shall in each case have the meaning defined in the Uniform Commercial Code; and (v) the Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Conveyed Assets Transferred to the Trustee hereunder. The above representations and warranties shall survive the delivery of such Conveyed Assets to the Trustee and the execution and delivery of the Certificates. (b) From time to timeUnless otherwise specified in this Agreement, the Initial Depositor will deposit with the Mint, Gold Bullion in such quantities as required necessary to satisfy the requirements of issuance of each Gold Deposit Receipt in accordance with this Article 2. (c) The Trustee on behalf of the Trust shall have full power and authority to engage in such business or activities as are expressly set forth in this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party to or by which it may be bound. The Trust Fund created hereunder shall not engage in any business or activities other than in connection with, or relating to, acquiring, holding, protecting and preserving of the Conveyed Assets, the issuance of the Certificates, making distributions on the Certificates and other than those expressly required or authorized by this Agreement or incidental to and any other agreements or instruments necessary to which, in compliance with the provisions of this accomplish such activities. The Trust Agreement, it shall become a party. Other than issuance of the Gold Deposit Receipts, the Trust Fund created hereunder shall not issue or sell any certificates securities or other obligations or other than the Certificates and shall not otherwise incur, assume or guarantee any indebtedness for money borrowed. The Trust shall issue Gold Deposit Receipts through the facilities of DTC or any successor thereto pursuant to the Distribution Agreement. (d) Anything herein to the contrary notwithstanding, the Trustee does not assume any of the duties, responsibilities, obligations or liabilities of the Initial Depositor, the Underwriter, the Calculation Agent, the Mint, DTC, any Authorized Participant, or any Other Broker-Dealer in respect of the Gold Deposit Receipts. (e) The Gold Deposit Receipt(s) shall be held by the Trustee as custodian for DTC at such place and in such manner as the Trustee shall determine. (f) It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust, which shall be treated as a domestic trust for United States federal income tax purposes, and neither the Initial Depositor nor the Underwriter shall take any action that would be reasonably likely to cause the Trust to be characterized as other than a domestic grantor trust for United States federal income tax purposes. Notwithstanding any other provision of this Agreement, it is the intention of the parties that the Trust qualify as a “United States person” under Section 7701(a)(30)(E) of the Code, and one or more United States persons shall always have the authority to control all substantial decisions under this Agreement. A person who is not a “United States person” (as defined in Section 7701(a)(30)(A)-(C) of the Code) shall not serve as a Trustee, and any power, fiduciary or otherwise, held by a person who is not a United States person shall be effective only to the extent such power is not the power to make a “substantial decision,” as defined in Treasury Regulation Section 301.7701-7. Any person who does not reside in one of the fifty (50) states of the United States shall be disqualified from serving as Trustee. The provisions of this Agreement shall be interpreted to further this intention of the parties. (g) The Initial Depositor is hereby authorized and directed to execute and deliver the Distribution Agreement on behalf of the Trust and to take all actions necessary in connection with such execution and delivery.

Creation and Declaration of Trust. Grant of Term Assets and Treasury STRIPS; Acceptance by Trustee. (a) The Trust continued hereby shall be known as the “Vaulted Gold Bullion Trust,” in , of which name the Trustee may conduct is the business trustee, is hereby created under the laws of the Trust, make and execute contracts, and xxx and be sued. It is the intention State of the parties hereto that the Trust created hereby constitutes a statutory trust under the Act, and that this document constitutes the governing instrument of the Trust. The execution and filing of the certificate of trust by the Trustee and the Delaware Trustee with the Delaware Secretary of State are hereby ratified. The Trustee acknowledges that on the date hereof, on behalf of the Trust, it has received from the Underwriter confirmation that the Mint has received a deposit of a specified amount, designated in xxxx ounces, of Gold Bullion from the Initial Depositor, and that the Mint has credited on its records such deposit to the Trust Allocated Account for the benefit of the Trust. The Gold Bullion shall be held at the Mint by the Bank of Montreal in the Trust Allocated Account New York for the benefit of the holders of the Gold Deposit Receipts for the purposes of, and subject to, and limited by, the terms and conditions set forth in, this AgreementCertificates. The Trust will offer initially the following three classes of Gold Deposit Receipts, all of which have the same rights and rank pari passu with one another, and shall each represent an undivided interest in one xxxx ounce of Gold Bullion: Class A Gold Deposit Receipts, Class F Gold Deposit Receipts, and Class F-1 Gold Deposit Receipts, the terms of which shall be identical, but which shall be subject to differing selling concessions or fees at the time of initial issuance and saleirrevocable. (b) From time to timeThe Depositor, the Initial Depositor will deposit concurrently with the Mintexecution and delivery hereof and pursuant to Section 2.1 of the Agreement, Gold Bullion in such quantities as required necessary has delivered or caused to satisfy be delivered to the requirements of issuance of each Gold Deposit Receipt in accordance with this Article 2Trustee the Term Assets and the Treasury STRIPS. (c) The Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf and for the benefit of the Trust holders of the Certificates and the Trust, without recourse, the Term Assets and the Treasury STRIPS. The Trustee shall have full power pay the purchase price for the Term Assets and authority to engage the Treasury STRIPS by delivering to, or at the direction of, the Depositor, all of the Certificates on the Closing Date and making the payment identified in such business or activities as are expressly set forth in this Agreement and any other agreements or instruments to which, in compliance with the provisions Section 10(l) of this Trust Agreement, it shall become a party to or by which it may be bound. The Trust shall not engage in any business or activities other than those expressly required or authorized by this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party. Other than issuance of the Gold Deposit Receipts, the Trust shall not issue or sell any certificates or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed. The Trust shall issue Gold Deposit Receipts through the facilities of DTC or any successor thereto pursuant to the Distribution AgreementSeries Supplement. (d) Anything herein The Trustee hereby (i) acknowledges such sale and deposit, pursuant to subsections (b) and (c) above, and receipt by it of the Term Assets and the Treasury STRIPS, (ii) accepts the trusts created hereunder in accordance with the provisions hereof and of the Agreement but subject to the contrary notwithstandingTrustee's obligation, as and when the Trustee does not assume same may arise, to make any payment or other distribution of the duties, responsibilities, obligations or liabilities of the Initial Depositor, the Underwriter, the Calculation Agent, the Mint, DTC, any Authorized Participant, or any Other Broker-Dealer in respect of the Gold Deposit Receipts. (e) The Gold Deposit Receipt(s) shall be held by the Trustee as custodian for DTC at such place and in such manner as the Trustee shall determine. (f) It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust, which shall be treated as a domestic trust for United States federal income tax purposes, and neither the Initial Depositor nor the Underwriter shall take any action that would be reasonably likely to cause the Trust to be characterized as other than a domestic grantor trust for United States federal income tax purposes. Notwithstanding any other provision of this Agreement, it is the intention of the parties that the Trust qualify as a “United States person” under Section 7701(a)(30)(E) of the Code, and one or more United States persons shall always have the authority to control all substantial decisions under this Agreement. A person who is not a “United States person” (as defined in Section 7701(a)(30)(A)-(C) of the Code) shall not serve as a Trustee, and any power, fiduciary or otherwise, held by a person who is not a United States person shall be effective only to the extent such power is not the power to make a “substantial decision,” as defined in Treasury Regulation Section 301.7701-7. Any person who does not reside in one of the fifty (50) states of the United States shall be disqualified from serving as Trustee. The provisions of this Agreement shall be interpreted to further this intention of the parties. (g) The Initial Depositor is hereby authorized and directed to execute and deliver the Distribution Agreement on behalf assets of the Trust as may be required pursuant to this Series Supplement, the Agreement and the Certificates, and (iii) agrees to take all actions necessary in connection with such execution perform the duties herein or therein required and deliveryany failure to receive reimbursement of expenses and disbursements under Section 13 hereof shall not release the Trustee from its duties herein or therein.

Creation and Declaration of Trust. (a) The Trust continued hereby shall be known as the “Vaulted Gold Bullion Trust,” in which name the Trustee may conduct the business of the Trust, make and execute contracts, and xxx and be sued. It trust created pursuant to this Agreement is the intention of the parties hereto that the Trust created hereby constitutes a statutory common law trust under the Actlaws of the State of New York. In exchange for all of the Certificates, the Depositor hereby Conveys to the Trustee, without recourse, for the benefit of all present and future Holders of the Certificates, all of the Depositor’s right, title and interest in and to (a) the Agency Securities listed in Schedule A to this Agreement, which the Depositor causes to be delivered to the Trustee as described in paragraph (b) below, and that this document constitutes all Agency Security Distributions with respect thereto payable to Persons who are holders of record thereof on and after [____] [the governing instrument Dated Date], (b) the Trust Account, including all income from the investment of funds therein, (c) the rights and remedies of the Trust. The execution Depositor pursuant to the [Agency Securities Purchase Agreement][Purchase and filing Contribution Agreement] relating to the Agency Securities, and (d) all proceeds of the certificate conversion, voluntary or involuntary, of trust any of the foregoing into cash or other liquid property (including without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property) which at any time constitute all or part of or are included in the proceeds of any of the foregoing (the “Conveyed Assets”). [For the avoidance of doubt, Agency Security Distributions relating to the period between the Closing Date and the Dated Date shall not constitute part of the Conveyed Assets but shall be available to the Trustee as described in Section 5.04.] (b) In connection with the Conveyance referred to in the preceding paragraph, the Depositor shall, not later than the Closing Date, convey the Agency Securities to the Trustee either (i) by physical delivery of Agency Securities which are in physical form, duly endorsed, to the Trustee; [(ii) by delivery of any other Agency Securities through a Clearing Agency, in which event (A) the Trustee has accepted delivery of such Agency Securities through such Clearing Agency and (B) the Agency Securities have been credited to a custodial account established by the Trustee and the Delaware Trustee with the Delaware Secretary of State are hereby ratified. The Trustee acknowledges that on the date hereofTrustee, on behalf of the Trust, it has received from the Underwriter confirmation that the Mint has received a deposit of a specified amount, designated in xxxx ounces, of Gold Bullion from the Initial Depositor, and that the Mint has credited on or its records such deposit to the Trust Allocated Account authorized agent for the benefit of the Trust. The Gold Bullion shall be held at the Mint by the Bank of Montreal in the Trust Allocated Account for the benefit of the holders of the Gold Deposit Receipts for the purposes ofCertificateholders, and subject to, for which the Trustee is the sole entitlement holder and limited by, the terms Trustee shall have the right to hold and conditions set forth in, maintain such Agency Securities on deposit with such Clearing Agency for all purposes of this Agreement. The In addition, the Depositor shall, not later than the Closing Date, deliver to the Trustee any related agreements or other instruments with respect to the Agency Securities and any other Conveyed Assets that are conveyed to the Trustee pursuant to the preceding paragraph.] [(ii) in the case of Agency Securities that are issuable only in book-entry form under the book-entry system operated by the Federal Reserve System, have been registered on the books of the Federal Reserve Bank of New York in the name of Participants Trust will offer initially Company, which has confirmed to the following three classes Trustee in writing on or prior to the Closing Date that it is holding such Agency Securities on behalf of Gold Deposit Receiptsthe Trustee and has identified such Agency Securities on its records as belonging to the Trustee,] or (iii) in the case of Xxxxxx Mae Agency Securities that are held under the clearing system operated by Participants Trust Company, have been registered on the books of in the name of , which has confirmed in writing to the Trustee on or prior to the Closing Date that it is holding such Xxxxxx Xxx Agency Securities on behalf of the Trustee and has identified such Xxxxxx Mae Agency Securities on its records as belonging to the Trustee; provided that the Depositor may, at its sole option, instead request the Trustee to cause all of such Agency Securities to be so registered no later than the opening of business on the last Business Day of the month of the Closing Date, in which have event such Agency Securities shall be accompanied by such powers and shall otherwise be in such form as shall permit the same rights registration thereof in the name of the Trustee or its nominee without the taking of any further action other than presentation for registration of transfer and rank pari passu with one anotherpayment of the applicable fees in connection therewith, and shall each represent an undivided interest in one xxxx ounce the Trustee, by its acceptance of Gold Bullion: Class A Gold Deposit Receiptssuch Agency Securities, Class F Gold Deposit Receipts, and Class F-1 Gold Deposit Receipts, the terms of which shall be identical, but which shall be deemed to have agreed to present them for registration of transfer no later than the opening of business on the last Business Day of the month of closing and to pay the applicable transfer fees (subject to differing selling concessions or fees at the time its right of initial issuance and sale. (b) From time to time, the Initial Depositor will deposit with the Mint, Gold Bullion in such quantities as required necessary to satisfy the requirements of issuance of each Gold Deposit Receipt in accordance with this Article 2reimbursement under Section 9.07). (c) The Trustee on behalf Conveyance of the Trust shall have full power Conveyed Assets by the Depositor pursuant to this Agreement is absolute and authority is intended by the parties hereto as a sale. (d) With respect to engage the delivery of the Conveyed Assets to the Trustee, the Depositor hereby represents and warrants to the Trustee that: (i) the Depositor is duly authorized to so deliver the Conveyed Assets; (ii) at the time of delivery of the Conveyed Assets, the Depositor’s interest in such business Conveyed Assets is free and clear of any lien, pledge, encumbrance, right, charge, claim or activities other security interest created by the Depositor; (iii) such delivery is irrevocable and free of any continuing claim by the Depositor except such as are expressly set forth the Depositor may have as a Certificateholder; (iv) each item of the Conveyed Assets is comprised of “investment property”, “instruments”, “tangible chattel paper”, “accounts”, “security entitlements” or “general intangibles,” which shall in each case have the meaning defined in the Uniform Commercial Code; and (v) the Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Conveyed Assets Transferred to the Trustee hereunder. The above representations and warranties shall survive the delivery of such Conveyed Assets to the Trustee and the execution and delivery of the Certificates. (e) Unless otherwise specified in this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party to or by which it may be bound. The the Trust Fund created hereunder shall not engage in any business or activities other than in connection with, or relating to, acquiring, holding, protecting and preserving of the Conveyed Assets, the issuance of the Certificates, making distributions on the Certificates and other than those expressly required or authorized by this Agreement or incidental to and any other agreements or instruments necessary to which, in compliance with the provisions of this accomplish such activities. The Trust Agreement, it shall become a party. Other than issuance of the Gold Deposit Receipts, the Trust Fund created hereunder shall not issue or sell any certificates securities or other obligations or other than the Certificates and shall not otherwise incur, assume or guarantee any indebtedness for money borrowed. The Trust shall issue Gold Deposit Receipts through the facilities of DTC or any successor thereto pursuant to the Distribution Agreement. (d) Anything herein to the contrary notwithstanding, the Trustee does not assume any of the duties, responsibilities, obligations or liabilities of the Initial Depositor, the Underwriter, the Calculation Agent, the Mint, DTC, any Authorized Participant, or any Other Broker-Dealer in respect of the Gold Deposit Receipts. (e) The Gold Deposit Receipt(s) shall be held by the Trustee as custodian for DTC at such place and in such manner as the Trustee shall determine. (f) It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust, which shall be treated as a domestic trust for United States federal income tax purposes, and neither the Initial Depositor nor the Underwriter shall take any action that would be reasonably likely to cause the Trust to be characterized as other than a domestic grantor trust for United States federal income tax purposes. Notwithstanding any other provision of this Agreement, it is the intention of the parties that the Trust qualify as a “United States person” under Section 7701(a)(30)(E) of the Code, and one or more United States persons shall always have the authority to control all substantial decisions under this Agreement. A person who is not a “United States person” (as defined in Section 7701(a)(30)(A)-(C) of the Code) shall not serve as a Trustee, and any power, fiduciary or otherwise, held by a person who is not a United States person shall be effective only to the extent such power is not the power to make a “substantial decision,” as defined in Treasury Regulation Section 301.7701-7. Any person who does not reside in one of the fifty (50) states of the United States shall be disqualified from serving as Trustee. The provisions of this Agreement shall be interpreted to further this intention of the parties. (g) The Initial Depositor is hereby authorized and directed to execute and deliver the Distribution Agreement on behalf of the Trust and to take all actions necessary in connection with such execution and delivery.

Creation and Declaration of Trust. (a) The Trust continued hereby shall be known as the “Vaulted Gold Bullion Trust,” in which name the Trustee may conduct the business of the Trust, make and execute contracts, and xxx and be sued. It trust created pursuant to this Agreement is the intention of the parties hereto that the Trust created hereby constitutes a statutory common law trust under the Actlaws of the State of New York. In exchange for all of the Certificates, the Depositor hereby Conveys to the Trustee, without recourse, for the benefit of all present and future Holders of the Certificates, all of the Depositor’s right, title and interest in and to (a) the Agency Securities listed in Schedule A to this Agreement, which the Depositor causes to be delivered to the Trustee as described in paragraph (b) below, and that this document constitutes all Agency Security Distributions with respect thereto payable to Persons who are holders of record thereof on and after , [ ], (b) the governing instrument Collection Account, including all income from the investment of funds therein, (c) the Expense Reserve Account, including all income from investment of funds therein, and (d) all proceeds of the Trust. The execution and filing conversion, voluntary or involuntary, of any of the certificate foregoing into cash or other liquid property (including without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of trust action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (the “Conveyed Assets”). (b) In connection with the Conveyance referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, convey the Agency Securities to the Trustee (i) by physical delivery of Agency Securities which are in physical form, duly endorsed, to the Trustee; [(ii) by delivery of any other Agency Securities through a Clearing Agency, in which event (A) the Trustee has accepted delivery of such Agency Securities through such Clearing Agency and (B) the Agency Securities have been credited to a custodial account established by the Trustee and the Delaware Trustee with the Delaware Secretary of State are hereby ratified. The Trustee acknowledges that on the date hereofTrustee, on behalf of the Trust, it has received from the Underwriter confirmation that the Mint has received a deposit of a specified amount, designated in xxxx ounces, of Gold Bullion from the Initial Depositor, and that the Mint has credited on or its records such deposit to the Trust Allocated Account authorized agent for the benefit of the Trust. The Gold Bullion shall be held at the Mint by the Bank of Montreal in the Trust Allocated Account for the benefit of the holders of the Gold Deposit Receipts for the purposes ofCertificateholders, and subject to, for which the Trustee is the sole entitlement holder and limited by, the terms Trustee shall have the right to hold and conditions set forth in, maintain such Agency Securities on deposit with such Clearing Agency for all purposes of this Agreement. The In addition, the Depositor shall, not later than the applicable Closing Date, deliver to the Trustee any related agreements or other instruments with respect to the Agency Securities and any other Conveyed Assets that are conveyed to the Trustee pursuant to the preceding paragraph] [(ii) in the case of Agency Securities that are issuable only in book-entry form under the book-entry system operated by the Federal Reserve System, have been registered on the books of the Federal Reserve Bank of New York in the name of Participants Trust will offer initially Company, which has confirmed to the following three classes Trustee in writing on or prior to the Closing Date that it is holding such Agency Securities on behalf of Gold Deposit Receiptsthe Trustee and has identified such Agency Securities on its records as belonging to the Trustee], or [(iii) in the case of Xxxxxx Mae Agency Securities that are held under the clearing system operated by Participants Trust Company, have been registered on the books of in the name of , which has confirmed in writing to the Trustee on or prior to the Closing Date that it is holding such Xxxxxx Xxx Agency Securities on behalf of the Trustee and has identified such Xxxxxx Mae Agency Securities on its records as belonging to the Trustee; provided that the Depositor may, at its sole option, instead request the Trustee to cause all of such Agency Securities to be so registered no later than the opening of business on the last Business Day of the month of the Closing Date, in which have event such Agency Securities shall be accompanied by such powers and shall otherwise be in such form as shall permit the same rights registration thereof in the name of the Trustee or its nominee without the taking of any further action other than presentation for registration of transfer and rank pari passu with one anotherpayment of the applicable fees in connection therewith, and shall each represent an undivided interest in one xxxx ounce the Trustee, by its acceptance of Gold Bullion: Class A Gold Deposit Receiptssuch Agency Securities, Class F Gold Deposit Receipts, and Class F-1 Gold Deposit Receipts, the terms of which shall be identical, but which shall be deemed to have agreed to present them for registration of transfer no later than the opening of business on the last Business Day of the month of closing and to pay the applicable transfer fees (subject to differing selling concessions or fees at the time its right of initial issuance and salereimbursement under Section 10.07). (b) From time to time, the Initial Depositor will deposit with the Mint, Gold Bullion in such quantities as required necessary to satisfy the requirements of issuance of each Gold Deposit Receipt in accordance with this Article 2.] (c) The Trustee on behalf Conveyance of the Trust shall have full power and authority Conveyed Assets by the Depositor pursuant to engage in such business or activities as are expressly set forth in this Agreement is absolute and any other agreements or instruments to which, in compliance with is intended by the provisions of this Trust Agreement, it shall become parties hereto as a party to or by which it may be bound. The Trust shall not engage in any business or activities other than those expressly required or authorized by this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party. Other than issuance of the Gold Deposit Receipts, the Trust shall not issue or sell any certificates or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed. The Trust shall issue Gold Deposit Receipts through the facilities of DTC or any successor thereto pursuant to the Distribution Agreementsale. (d) Anything herein With respect to the contrary notwithstandingdelivery of the Conveyed Assets to the Trustee, the Depositor hereby represents and warrants to the Trustee does not assume any that: (1) the Depositor is duly authorized to so deliver the Conveyed Assets; (2) at the time of delivery of the dutiesConveyed Assets, responsibilitiesthe Depositor’s interest in such Conveyed Assets is free and clear of any lien, obligations pledge, encumbrance, right, charge, claim or liabilities other security interest created by the Depositor; (3) such delivery is irrevocable and free of any continuing claim by the Depositor except such as the Depositor may have as a Certificateholder; (4) each item of the Initial DepositorConveyed Assets is comprised of “investment property”, “instruments”, “tangible chattel paper”, “accounts”, “security entitlements” or “general intangibles,” which shall in each case have the meaning defined in the Uniform Commercial Code; and (5) the Depositor has caused or will have caused, within ten days of the Closing Date, the Underwriter, filing of all appropriate financing statements in the Calculation Agent, proper filing office in the Mint, DTC, any Authorized Participant, or any Other Broker-Dealer appropriate jurisdictions under applicable law in respect order to perfect the security interest in the Conveyed Assets Transferred to the Trustee hereunder. The above representations and warranties shall survive the delivery of such Conveyed Assets to the Trustee and the execution and delivery of the Gold Deposit ReceiptsCertificates. (e) The Gold Deposit Receipt(s) shall be held by the Trustee as custodian for DTC at such place and in such manner as the Trustee shall determine. (f) It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust, which shall be treated as a domestic trust for United States federal income tax purposes, and neither the Initial Depositor nor the Underwriter shall take any action that would be reasonably likely to cause the Trust to be characterized as other than a domestic grantor trust for United States federal income tax purposes. Notwithstanding any other provision of this Agreement, it is the intention of the parties that the Trust qualify as a “United States person” under Section 7701(a)(30)(E) of the Code, and one or more United States persons shall always have the authority to control all substantial decisions under this Agreement. A person who is not a “United States person” (as defined in Section 7701(a)(30)(A)-(C) of the Code) shall not serve as a Trustee, and any power, fiduciary or otherwise, held by a person who is not a United States person shall be effective only to the extent such power is not the power to make a “substantial decision,” as defined in Treasury Regulation Section 301.7701-7. Any person who does not reside in one of the fifty (50) states of the United States shall be disqualified from serving as Trustee. The provisions of this Agreement shall be interpreted to further this intention of the parties. (g) The Initial Depositor is hereby authorized and directed to execute and deliver the Distribution Agreement on behalf of the Trust and to take all actions necessary in connection with such execution and delivery.

Creation and Declaration of Trust. Sale of --------- ------------------------------------------ Underlying Securities; Acceptance by Trustee; Security Interest; Calculation ---------------------------------------------------------------------------- Agent. (a) The Trust continued hereby shall be known as the “Vaulted Gold Bullion Trust,” in , of which name the Trustee may conduct is the business trustee, is hereby created ----- under the laws of the Trust, make and execute contracts, and xxx and be sued. It is the intention State of the parties hereto that the Trust created hereby constitutes a statutory trust under the Act, and that this document constitutes the governing instrument of the Trust. The execution and filing of the certificate of trust by the Trustee and the Delaware Trustee with the Delaware Secretary of State are hereby ratified. The Trustee acknowledges that on the date hereof, on behalf of the Trust, it has received from the Underwriter confirmation that the Mint has received a deposit of a specified amount, designated in xxxx ounces, of Gold Bullion from the Initial Depositor, and that the Mint has credited on its records such deposit to the Trust Allocated Account for the benefit of the Trust. The Gold Bullion shall be held at the Mint by the Bank of Montreal in the Trust Allocated Account New York for the benefit of the holders of the Gold Deposit Receipts for the purposes of, and subject to, and limited by, the terms and conditions set forth in, this AgreementCertificates. The Trust will offer initially the following three classes of Gold Deposit Receipts, all of which have the same rights and rank pari passu with one another, and shall each represent an undivided interest in one xxxx ounce of Gold Bullion: Class A Gold Deposit Receipts, Class F Gold Deposit Receipts, and Class F-1 Gold Deposit Receipts, the terms of which shall be identical, but which shall be subject to differing selling concessions or fees at the time of initial issuance and saleirrevocable. (b) From time The Trustor hereby directs the Trustee to timepurchase from JPMSI, on behalf and for the benefit of the Trust, the Initial Depositor will deposit Underlying Securities and Treasury Securities at a purchase price of $34,447,950 in cash. The Trustee shall pay the full purchase price for the Underlying Securities and Treasury Securities by delivering to JPMSI (i) $34,447,950 on the Closing Date and (ii) the amounts in cash set forth on Schedule 1 hereto on the applicable dates set forth in Schedule 1 hereto, which represent the accrued and unpaid interest of the Underlying Securities on the Closing Date. The amounts to be paid to JPMSI set forth in clause (ii) above, shall be paid from the Fixed Payments to be received by the Trustee on the dates set forth in Schedule 1 hereto. In the event that any such Fixed Payment is not received by the Trustee on such date or is otherwise insufficient to pay such amount of accrued and unpaid interest to JPMSI, JPMSI shall have a claim for the unpaid portion of such amount and shall share pari passu with Certificateholders to the Mintextent of such claim in the proceeds from the sale or recovery of the Underlying Securities. The Trustor further directs the Trustee to enter into the Advancing Agreement, Gold Bullion grant the security interest provided for therein and perform all of its obligations thereunder, which shall include the filing of a UCC-1 Financing Statement, substantially in such quantities as required necessary to satisfy the requirements form of issuance of each Gold Deposit Receipt in accordance with this Article 2Exhibit E hereto. (c) The Trustee on behalf hereby (i) acknowledges the Trustor's instruction to make such purchase and delivery, pursuant to subsection (b) above, and receipt by it of the Underlying Securities, (ii) accepts the trusts created hereunder in accordance with the provisions hereof and of the Base Trust Agreement but subject to the Trustee's obligation, as and when the same may arise, to make any payment or other distribution of the assets of the Trust shall have full power and authority as may be required pursuant to engage in such business or activities as are expressly set forth in this Series Supplement, the Base Trust Agreement and any other agreements or instruments the Certificates, (iii) acknowledges the Trustor's instruction to which, in compliance with enter into the provisions of this Trust Advancing Agreement, it shall become grant the security interest therein and perform its obligations thereunder, including the filing of a party UCC-1 Financing Statement, substantially in the form of Exhibit E hereto, (iv) agrees to perform the duties herein or by which it may be bound. The Trust therein required and any failure to receive reimbursement of expenses and disbursements under Section 13 hereof shall not engage in any business release the Trustee from its duties herein or activities other than those expressly required or authorized by this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party. Other than issuance of the Gold Deposit Receipts, the Trust shall not issue or sell any certificates or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed. The Trust shall issue Gold Deposit Receipts through the facilities of DTC or any successor thereto pursuant to the Distribution Agreementtherein. (d) Anything herein The Trustor and the Trustee hereby acknowledge that a first priority security interest in the Underlying Securities and Treasury Securities has been granted to the contrary notwithstanding, Advancing Party pursuant to the Trustee does not assume any of the duties, responsibilities, obligations or liabilities of the Initial Depositor, the Underwriter, the Calculation Agent, the Mint, DTC, any Authorized Participant, or any Other Broker-Dealer in respect of the Gold Deposit ReceiptsAdvancing Agreement. (e) X.X. Xxxxxx Securities Inc. is hereby appointed as Calculation Agent. The Gold Deposit Receipt(s) Calculation Agent shall be held by responsible for the recalculation of the Pass-Through Rate and the Certificate Principal Balance upon notification from the Trustee as custodian for DTC at such place and in such manner as that a Pass-Through Rate Adjustment Event has occurred. The Calculation Agent shall notify the Trustee shall determine. (f) It is the intention in writing of the parties hereto that amount of any recalculated Certificate Principal Balance and Pass-Through Rate on the Trust be classified for United States federal income tax purposes as a grantor trust, later of two Business prior to Interest Distribution Date and the date on which shall be treated as a domestic trust for United States federal income tax purposes, and neither the Initial Depositor nor the Underwriter shall take any action that would be reasonably likely to cause the Trust to be characterized as other than a domestic grantor trust for United States federal income tax purposes. Notwithstanding any other provision of this Agreement, it is the intention Calculation Agent receives notice of the parties that the Trust qualify as a “United States person” under Section 7701(a)(30)(E) of the Code, and one or more United States persons shall always have the authority to control all substantial decisions under this Agreement. A person who is not a “United States person” (as defined in Section 7701(a)(30)(A)-(C) of the Code) shall not serve as a Trustee, and any power, fiduciary or otherwise, held by a person who is not a United States person shall be effective only to the extent such power is not the power to make a “substantial decision,” as defined in Treasury Regulation Section 301.7701Pass-7. Any person who does not reside in one of the fifty (50) states of the United States shall be disqualified from serving as Trustee. The provisions of this Agreement shall be interpreted to further this intention of the partiesThrough Rate Adjustment Event. (g) The Initial Depositor is hereby authorized and directed to execute and deliver the Distribution Agreement on behalf of the Trust and to take all actions necessary in connection with such execution and delivery.

Creation and Declaration of Trust. Sale of --------- ------------------------------------------ Underlying Securities; Acceptance by Trustee; Security Interest; Calculation ---------------------------------------------------------------------------- Agent. (a) The Trust continued hereby shall be known as the “Vaulted Gold Bullion Trust,” in , of which name the Trustee may conduct is the business trustee, is hereby created ----- under the laws of the Trust, make and execute contracts, and xxx and be sued. It is the intention State of the parties hereto that the Trust created hereby constitutes a statutory trust under the Act, and that this document constitutes the governing instrument of the Trust. The execution and filing of the certificate of trust by the Trustee and the Delaware Trustee with the Delaware Secretary of State are hereby ratified. The Trustee acknowledges that on the date hereof, on behalf of the Trust, it has received from the Underwriter confirmation that the Mint has received a deposit of a specified amount, designated in xxxx ounces, of Gold Bullion from the Initial Depositor, and that the Mint has credited on its records such deposit to the Trust Allocated Account for the benefit of the Trust. The Gold Bullion shall be held at the Mint by the Bank of Montreal in the Trust Allocated Account New York for the benefit of the holders of the Gold Deposit Receipts for the purposes of, and subject to, and limited by, the terms and conditions set forth in, this AgreementCertificates. The Trust will offer initially the following three classes of Gold Deposit Receipts, all of which have the same rights and rank pari passu with one another, and shall each represent an undivided interest in one xxxx ounce of Gold Bullion: Class A Gold Deposit Receipts, Class F Gold Deposit Receipts, and Class F-1 Gold Deposit Receipts, the terms of which shall be identical, but which shall be subject to differing selling concessions or fees at the time of initial issuance and saleirrevocable. (b) From time The Trustor hereby directs the Trustee to timepurchase from JPMSI, on behalf and for the benefit of the Trust, the Initial Depositor will deposit Underlying Securities and Treasury Securities at a purchase price of $33,641,819.25 in cash. The Trustee shall pay the full purchase price for the Underlying Securities and Treasury Securities by delivering to JPMSI (i) $33,147,969.25 on the Closing Date and (ii) the amounts in cash set forth on Schedule 1 hereto on the applicable dates set forth in Schedule 1 hereto, which represent the accrued and unpaid interest of the Underlying Securities on the Closing Date. The amounts to be paid to JPMSI set forth in clause (ii) above, shall be paid from the Fixed Payments to be received by the Trustee on the dates set forth in Schedule 1 hereto. In the event that any such Fixed Payment is not received by the Trustee on such date or is otherwise insufficient to pay such amount of accrued and unpaid interest to JPMSI, JPMSI shall have a claim for the unpaid portion of such amount and shall share pari passu with Certificateholders to the Mintextent of such claim in the proceeds from the sale or recovery of the Underlying Securities. The Trustor further directs the Trustee to enter into the Advancing Agreement, Gold Bullion grant the security interest provided for therein and perform all of its obligations thereunder, which shall include the filing of a UCC-1 Financing Statement, substantially in such quantities as required necessary to satisfy the requirements form of issuance of each Gold Deposit Receipt in accordance with this Article 2Exhibit E hereto. (c) The Trustee on behalf hereby (i) acknowledges the Trustor's instruction to make such purchase and delivery, pursuant to subsection (b) above, and receipt by it of the Underlying Securities, (ii) accepts the trusts created hereunder in accordance with the provisions hereof and of the Base Trust Agreement but subject to the Trustee's obligation, as and when the same may arise, to make any payment or other distribution of the assets of the Trust shall have full power and authority as may be required pursuant to engage in such business or activities as are expressly set forth in this Series Supplement, the Base Trust Agreement and any other agreements or instruments the Certificates, (iii) acknowledges the Trustor's instruction to which, in compliance with enter into the provisions of this Trust Advancing Agreement, it shall become grant the security interest therein and perform its obligations thereunder, including the filing of a party UCC-1 Financing Statement, substantially in the form of Exhibit E hereto, (iv) agrees to perform the duties herein or by which it may be bound. The Trust therein required and any failure to receive reimbursement of expenses and disbursements under Section 13 hereof shall not engage in any business release the Trustee from its duties herein or activities other than those expressly required or authorized by this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party. Other than issuance of the Gold Deposit Receipts, the Trust shall not issue or sell any certificates or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed. The Trust shall issue Gold Deposit Receipts through the facilities of DTC or any successor thereto pursuant to the Distribution Agreementtherein. (d) Anything herein The Trustor and the Trustee hereby acknowledge that a first priority security interest in the Underlying Securities and Treasury Securities has been granted to the contrary notwithstanding, Advancing Party pursuant to the Trustee does not assume any of the duties, responsibilities, obligations or liabilities of the Initial Depositor, the Underwriter, the Calculation Agent, the Mint, DTC, any Authorized Participant, or any Other Broker-Dealer in respect of the Gold Deposit ReceiptsAdvancing Agreement. (e) X.X. Xxxxxx Securities Inc. is hereby appointed as Calculation Agent. The Gold Deposit Receipt(s) Calculation Agent shall be held by responsible for the recalculation of the Pass-Through Rate and the Certificate Principal Balance upon notification from the Trustee as custodian for DTC at such place and in such manner as that a Pass-Through Rate Adjustment Event has occurred. The Calculation Agent shall notify the Trustee shall determine. (f) It is the intention in writing of the parties hereto that amount of any recalculated Certificate Principal Balance and Pass-Through Rate on the Trust be classified for United States federal income tax purposes as a grantor trust, later of two Business prior to Interest Distribution Date and the date on which shall be treated as a domestic trust for United States federal income tax purposes, and neither the Initial Depositor nor the Underwriter shall take any action that would be reasonably likely to cause the Trust to be characterized as other than a domestic grantor trust for United States federal income tax purposes. Notwithstanding any other provision of this Agreement, it is the intention Calculation Agent receives notice of the parties that the Trust qualify as a “United States person” under Section 7701(a)(30)(E) of the Code, and one or more United States persons shall always have the authority to control all substantial decisions under this Agreement. A person who is not a “United States person” (as defined in Section 7701(a)(30)(A)-(C) of the Code) shall not serve as a Trustee, and any power, fiduciary or otherwise, held by a person who is not a United States person shall be effective only to the extent such power is not the power to make a “substantial decision,” as defined in Treasury Regulation Section 301.7701Pass-7. Any person who does not reside in one of the fifty (50) states of the United States shall be disqualified from serving as Trustee. The provisions of this Agreement shall be interpreted to further this intention of the partiesThrough Rate Adjustment Event. (g) The Initial Depositor is hereby authorized and directed to execute and deliver the Distribution Agreement on behalf of the Trust and to take all actions necessary in connection with such execution and delivery.

Creation and Declaration of Trust. Sale of Underlying --------- ----------------------------------------------------- Securities; Acceptance by Trustee; Security Interest; Calculation Agent. ----------------------------------------------------------------------- (a) The Trust continued hereby shall be known as the “Vaulted Gold Bullion Trust,” in , of which name the Trustee may conduct is the business trustee, is hereby created under the laws of the Trust, make and execute contracts, and xxx and be sued. It is the intention State of the parties hereto that the Trust created hereby constitutes a statutory trust under the Act, and that this document constitutes the governing instrument of the Trust. The execution and filing of the certificate of trust by the Trustee and the Delaware Trustee with the Delaware Secretary of State are hereby ratified. The Trustee acknowledges that on the date hereof, on behalf of the Trust, it has received from the Underwriter confirmation that the Mint has received a deposit of a specified amount, designated in xxxx ounces, of Gold Bullion from the Initial Depositor, and that the Mint has credited on its records such deposit to the Trust Allocated Account for the benefit of the Trust. The Gold Bullion shall be held at the Mint by the Bank of Montreal in the Trust Allocated Account New York for the benefit of the holders of the Gold Deposit Receipts for the purposes of, and subject to, and limited by, the terms and conditions set forth in, this AgreementCertificates. The Trust will offer initially the following three classes of Gold Deposit Receipts, all of which have the same rights and rank pari passu with one another, and shall each represent an undivided interest in one xxxx ounce of Gold Bullion: Class A Gold Deposit Receipts, Class F Gold Deposit Receipts, and Class F-1 Gold Deposit Receipts, the terms of which shall be identical, but which shall be subject to differing selling concessions or fees at the time of initial issuance and saleirrevocable. (b) From time The Trustor hereby directs the Trustee to timepurchase from JPMSI, on behalf and for the benefit of the Trust, the Initial Depositor will deposit Underlying Securities and Treasury Securities at a purchase price of $33,028,365 in cash. The Trustee shall pay the full purchase price for the Underlying Securities and Treasury Securities by delivering to JPMSI (i) $33,028,365 on the Closing Date and (ii) the amounts in cash set forth on Schedule 1 hereto on the applicable dates set forth in Schedule 1 hereto, which represent the accrued and unpaid interest of the Underlying Securities on the Closing Date. The amounts to be paid to JPMSI set forth in clause (ii) above, shall be paid from the Fixed Payments to be received by the Trustee on the dates set forth in Schedule 1 hereto. In the event that any such Fixed Payment is not received by the Trustee on such date or is otherwise insufficient to pay such amount of accrued and unpaid interest to JPMSI, JPMSI shall have a claim for the unpaid portion of such amount and shall share pari passu with Certificateholders to the Mintextent of such claim in the proceeds from the sale or recovery of the Underlying Securities. The Trustor further directs the Trustee to enter into the Advancing Agreement, Gold Bullion grant the security interest provided for therein and perform all of its obligations thereunder, which shall include the filing of a UCC-1 Financing Statement, substantially in such quantities as required necessary to satisfy the requirements form of issuance of each Gold Deposit Receipt in accordance with this Article 2Exhibit E hereto. (c) The Trustee on behalf hereby (i) acknowledges the Trustor's instruction to make such purchase and delivery, pursuant to subsection (b) above, and receipt by it of the Underlying Securities, (ii) accepts the trusts created hereunder in accordance with the provisions hereof and of the Base Trust Agreement but subject to the Trustee's obligation, as and when the same may arise, to make any payment or other distribution of the assets of the Trust shall have full power and authority as may be required pursuant to engage in such business or activities as are expressly set forth in this Series Supplement, the Base Trust Agreement and any other agreements or instruments the Certificates, (iii) acknowledges the Trustor's instruction to which, in compliance with enter into the provisions of this Trust Advancing Agreement, it shall become grant the security interest therein and perform its obligations thereunder, including the filing of a party UCC-1 Financing Statement, substantially in the form of Exhibit E hereto, (iv) agrees to perform the duties herein or by which it may be bound. The Trust therein required and any failure to receive reimbursement of expenses and disbursements under Section 13 hereof shall not engage in any business release the Trustee from its duties herein or activities other than those expressly required or authorized by this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party. Other than issuance of the Gold Deposit Receipts, the Trust shall not issue or sell any certificates or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed. The Trust shall issue Gold Deposit Receipts through the facilities of DTC or any successor thereto pursuant to the Distribution Agreementtherein. (d) Anything herein The Trustor and the Trustee hereby acknowledge that a first priority security interest in the Underlying Securities and Treasury Securities has been granted to the contrary notwithstanding, Advancing Party pursuant to the Trustee does not assume any of the duties, responsibilities, obligations or liabilities of the Initial Depositor, the Underwriter, the Calculation Agent, the Mint, DTC, any Authorized Participant, or any Other Broker-Dealer in respect of the Gold Deposit ReceiptsAdvancing Agreement. (e) X.X. Xxxxxx Securities Inc. is hereby appointed as Calculation Agent. The Gold Deposit Receipt(s) Calculation Agent shall be held by responsible for the recalculation of the Pass-Through Rate and the Certificate Principal Balance upon notification from the Trustee as custodian for DTC at such place and in such manner as that a Pass-Through Rate Adjustment Event has occurred. The Calculation Agent shall notify the Trustee shall determine. (f) It is the intention in writing of the parties hereto that amount of any recalculated Certificate Principal Balance and Pass-Through Rate on the Trust be classified for United States federal income tax purposes as a grantor trust, later of two Business prior to Interest Distribution Date and the date on which shall be treated as a domestic trust for United States federal income tax purposes, and neither the Initial Depositor nor the Underwriter shall take any action that would be reasonably likely to cause the Trust to be characterized as other than a domestic grantor trust for United States federal income tax purposes. Notwithstanding any other provision of this Agreement, it is the intention Calculation Agent receives notice of the parties that the Trust qualify as a “United States person” under Section 7701(a)(30)(E) of the Code, and one or more United States persons shall always have the authority to control all substantial decisions under this Agreement. A person who is not a “United States person” (as defined in Section 7701(a)(30)(A)-(C) of the Code) shall not serve as a Trustee, and any power, fiduciary or otherwise, held by a person who is not a United States person shall be effective only to the extent such power is not the power to make a “substantial decision,” as defined in Treasury Regulation Section 301.7701Pass-7. Any person who does not reside in one of the fifty (50) states of the United States shall be disqualified from serving as Trustee. The provisions of this Agreement shall be interpreted to further this intention of the partiesThrough Rate Adjustment Event. (g) The Initial Depositor is hereby authorized and directed to execute and deliver the Distribution Agreement on behalf of the Trust and to take all actions necessary in connection with such execution and delivery.

Creation and Declaration of Trust. (a) The Trust continued hereby shall be known as the “Vaulted Gold Bullion Trust,” in which name the Trustee may conduct the business of the Trust, make and execute contracts, and xxx and be sued. It trust created pursuant to this Agreement is the intention of the parties hereto that the Trust created hereby constitutes a statutory common law trust under the Actlaws of the State of New York. In exchange for all of the Certificates, the Depositor hereby Conveys to the Trustee, without recourse, for the benefit of all present and future Holders of the Certificates, all of the Depositor’s right, title and interest in and to (a) the Agency Securities listed in Schedule A to this Agreement, which the Depositor causes to be delivered to the Trustee as described in paragraph (b) below, and that this document constitutes all Agency Security Distributions with respect thereto payable to Persons who are holders of record thereof on and after [____] [the governing instrument Dated Date], (b) the Trust Account, including all income from the investment of funds therein, (c) the rights and remedies of the Trust. The execution Depositor pursuant to the [Agency Securities Purchase Agreement][Purchase and filing Contribution Agreement] relating to the Agency Securities, and (d) all proceeds of the certificate conversion, voluntary or involuntary, of trust any of the foregoing into cash or other liquid property (including without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (the “Conveyed Assets”). [For the avoidance of doubt, Agency Security Distributions relating to the period between the Closing Date and the Dated Date shall not constitute part of the Conveyed Assets but shall be available to the Trustee as described in Section 5.04.] (b) In connection with the Conveyance referred to in the preceding paragraph, the Depositor shall, not later than the Closing Date, convey the Agency Securities to the Trustee either (i) by physical delivery of Agency Securities which are in physical form, duly endorsed, to the Trustee; [(ii) by delivery of any other Agency Securities through a Clearing Agency, in which event (A) the Trustee has accepted delivery of such Agency Securities through such Clearing Agency and (B) the Agency Securities have been credited to a custodial account established by the Trustee and the Delaware Trustee with the Delaware Secretary of State are hereby ratified. The Trustee acknowledges that on the date hereofTrustee, on behalf of the Trust, it has received from the Underwriter confirmation that the Mint has received a deposit of a specified amount, designated in xxxx ounces, of Gold Bullion from the Initial Depositor, and that the Mint has credited on or its records such deposit to the Trust Allocated Account authorized agent for the benefit of the Trust. The Gold Bullion shall be held at the Mint by the Bank of Montreal in the Trust Allocated Account for the benefit of the holders of the Gold Deposit Receipts for the purposes ofCertificateholders, and subject to, for which the Trustee is the sole entitlement holder and limited by, the terms Trustee shall have the right to hold and conditions set forth in, maintain such Agency Securities on deposit with such Clearing Agency for all purposes of this Agreement. The In addition, the Depositor shall, not later than the Closing Date, deliver to the Trustee any related agreements or other instruments with respect to the Agency Securities and any other Conveyed Assets that are conveyed to the Trustee pursuant to the preceding paragraph.] [(ii) in the case of Agency Securities that are issuable only in book-entry form under the book-entry system operated by the Federal Reserve System, have been registered on the books of the Federal Reserve Bank of New York in the name of Participants Trust will offer initially Company, which has confirmed to the following three classes Trustee in writing on or prior to the Closing Date that it is holding such Agency Securities on behalf of Gold Deposit Receiptsthe Trustee and has identified such Agency Securities on its records as belonging to the Trustee,] or (iii) in the case of Xxxxxx Mae Agency Securities that are held under the clearing system operated by Participants Trust Company, have been registered on the books of in the name of , which has confirmed in writing to the Trustee on or prior to the Closing Date that it is holding such Xxxxxx Xxx Agency Securities on behalf of the Trustee and has identified such Xxxxxx Mae Agency Securities on its records as belonging to the Trustee; provided that the Depositor may, at its sole option, instead request the Trustee to cause all of such Agency Securities to be so registered no later than the opening of business on the last Business Day of the month of the Closing Date, in which have event such Agency Securities shall be accompanied by such powers and shall otherwise be in such form as shall permit the same rights registration thereof in the name of the Trustee or its nominee without the taking of any further action other than presentation for registration of transfer and rank pari passu with one anotherpayment of the applicable fees in connection therewith, and shall each represent an undivided interest in one xxxx ounce the Trustee, by its acceptance of Gold Bullion: Class A Gold Deposit Receiptssuch Agency Securities, Class F Gold Deposit Receipts, and Class F-1 Gold Deposit Receipts, the terms of which shall be identical, but which shall be deemed to have agreed to present them for registration of transfer no later than the opening of business on the last Business Day of the month of closing and to pay the applicable transfer fees (subject to differing selling concessions or fees at the time its right of initial issuance and sale. (b) From time to time, the Initial Depositor will deposit with the Mint, Gold Bullion in such quantities as required necessary to satisfy the requirements of issuance of each Gold Deposit Receipt in accordance with this Article 2reimbursement under Section 9.07). (c) The Trustee on behalf Conveyance of the Trust shall have full power Conveyed Assets by the Depositor pursuant to this Agreement is absolute and authority is intended by the parties hereto as a sale. (d) With respect to engage the delivery of the Conveyed Assets to the Trustee, the Depositor hereby represents and warrants to the Trustee that: (i) the Depositor is duly authorized to so deliver the Conveyed Assets; (ii) at the time of delivery of the Conveyed Assets, the Depositor’s interest in such business Conveyed Assets is free and clear of any lien, pledge, encumbrance, right, charge, claim or activities other security interest created by the Depositor; (iii) such delivery is irrevocable and free of any continuing claim by the Depositor except such as are expressly set forth the Depositor may have as a Certificateholder; (iv) each item of the Conveyed Assets is comprised of “investment property”, “instruments”, “tangible chattel paper”, “accounts”, “security entitlements” or “general intangibles,” which shall in each case have the meaning defined in the Uniform Commercial Code; and (v) the Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Conveyed Assets Transferred to the Trustee hereunder. The above representations and warranties shall survive the delivery of such Conveyed Assets to the Trustee and the execution and delivery of the Certificates. (e) Unless otherwise specified in this Agreement and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party to or by which it may be bound. The the Trust Fund created hereunder shall not engage in any business or activities other than in connection with, or relating to, acquiring, holding, protecting and preserving of the Conveyed Assets, the issuance of the Certificates, making distributions on the Certificates and other than those expressly required or authorized by this Agreement or incidental to and any other agreements or instruments necessary to which, in compliance with the provisions of this accomplish such activities. The Trust Agreement, it shall become a party. Other than issuance of the Gold Deposit Receipts, the Trust Fund created hereunder shall not issue or sell any certificates securities or other obligations or other than the Certificates and shall not otherwise incur, assume or guarantee any indebtedness for money borrowed. The Trust shall issue Gold Deposit Receipts through the facilities of DTC or any successor thereto pursuant to the Distribution Agreement. (d) Anything herein to the contrary notwithstanding, the Trustee does not assume any of the duties, responsibilities, obligations or liabilities of the Initial Depositor, the Underwriter, the Calculation Agent, the Mint, DTC, any Authorized Participant, or any Other Broker-Dealer in respect of the Gold Deposit Receipts. (e) The Gold Deposit Receipt(s) shall be held by the Trustee as custodian for DTC at such place and in such manner as the Trustee shall determine. (f) It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust, which shall be treated as a domestic trust for United States federal income tax purposes, and neither the Initial Depositor nor the Underwriter shall take any action that would be reasonably likely to cause the Trust to be characterized as other than a domestic grantor trust for United States federal income tax purposes. Notwithstanding any other provision of this Agreement, it is the intention of the parties that the Trust qualify as a “United States person” under Section 7701(a)(30)(E) of the Code, and one or more United States persons shall always have the authority to control all substantial decisions under this Agreement. A person who is not a “United States person” (as defined in Section 7701(a)(30)(A)-(C) of the Code) shall not serve as a Trustee, and any power, fiduciary or otherwise, held by a person who is not a United States person shall be effective only to the extent such power is not the power to make a “substantial decision,” as defined in Treasury Regulation Section 301.7701-7. Any person who does not reside in one of the fifty (50) states of the United States shall be disqualified from serving as Trustee. The provisions of this Agreement shall be interpreted to further this intention of the parties. (g) The Initial Depositor is hereby authorized and directed to execute and deliver the Distribution Agreement on behalf of the Trust and to take all actions necessary in connection with such execution and delivery.