Common use of SUB-CUSTODIANS Clause in Contracts

SUB-CUSTODIANS. (i) The Custodian may employ Sub-Custodians solely for the temporary custody and safekeeping of Physical Gold until transported to the Custodian’s London vault premises as provided in clause 7.4. The Sub-Custodians the Custodian selects may themselves select sub-custodians to provide such temporary custody and safekeeping of Physical Gold (each an “Indirect Sub-Custodian”), but such sub-custodians shall not by such selection or otherwise be, or be considered to be, a Sub-Custodian as such term is used herein. (ii) The Custodian will use reasonable care in selecting any Sub-Custodian and will only use an LPMCL approved delivery location. In selecting any Sub-Custodian with reasonable care, the Custodian is to determine if such Sub-Custodian can reasonably be expected to operate in a reasonable and prudent manner and in compliance with the Rules and all other relevant laws, rules and regulations applicable to its services as a sub-custodian of Gold. (iii) As of the date of this Agreement, the Sub-Custodians that the Custodian may use for the purposes of this Agreement are: Bank of England, Brink’s Limited, G4S Cash Solutions (UK) Limited, HSBC Bank plc, XX Xxxxxx Xxxxx, Xxxxx-Xxxx Commodities Ltd and Xxxxxx International (UK) Ltd. (iv) The Custodian will notify each of the Trust and the Sponsor within two Business Days (i) of the name and address of any new Sub-Custodian (i.e. in addition to those referred to in (iii) above or previously notified pursuant to this clause 8.1(iv)) to be used by the Custodian for the purposes of this Agreement, or (ii) if it terminates its relationship with any Sub-Custodian that it uses for the purposes of this Agreement. The Custodian will otherwise provide the reports set forth on Schedule B with respect to Sub-Custodians and any Indirect Sub-Custodians. (v) The receipt of notice by each of the Trust and the Sponsor that the Custodian has selected a Sub-Custodian shall not be deemed to limit the Custodian’s responsibility in selecting such Sub-Custodian.

SUB-CUSTODIANS. (A) The Fund expressly agrees that the Bank is authorized to appoint such agents as the Bank may in its discretion think fit including, without limitation, any Sub-Custodian (which may be a Bank Affiliate of the Bank), provided, for Eligible Foreign Custodians, that the Bank shall: (i) The Custodian may employ Sub-Custodians solely for determine that the temporary custody and Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of Physical Gold until transported such assets, including the factors specified in Rule 17f-5(c)(1); (ii) determine that the written contract between the Bank and such Eligible Foreign Custodian governing the foreign custody arrangements complies with the requirements of Rule 17f-5(c)(2); (iii) establish a system to monitor (a) the Custodianappropriateness of maintaining the Fund’s London vault premises assets with such Eligible Foreign Custodian and (b) performance of the contract governing the Fund’s foreign custody arrangements; and (iv) withdraw the Fund’s assets from any Eligible Foreign Custodian as provided in clause 7.4. soon as reasonably practicable, if the foreign custody arrangement no longer meets the requirements of Rule 17f-5. (B) The Sub-Custodians the Custodian selects may themselves select sub-custodians to provide such temporary custody Fund acknowledges and safekeeping of Physical Gold agrees that: (each an “Indirect Sub-Custodian”), but such sub-custodians shall not by such selection or otherwise be, or be considered to be, i) a Sub-Custodian may hold the Assets and otherwise perform the Services on such terms as such term the Sub-Custodian may require, subject to Rule 17f-5 under the 1940 Act and any other Applicable Laws, regulations and usages in the jurisdiction where the Sub-Custodian is used herein.located; and (ii) The Custodian will use reasonable care in selecting the rights of the Bank against any Sub-Custodian may consist only of a contractual claim. (C) The Bank will exercise reasonable care in the selection, use and monitoring of Sub-Custodians and will only use an LPMCL approved delivery locationnotify the Fund in writing as soon as is reasonably practicable of any change of any Sub-Custodian. The notice shall identify the new Sub-Custodian. The Bank, in its role as Foreign Custody Manager, will exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Fund’s assets would exercise in performing the delegated responsibilities. (D) The Bank shall monitor the appropriateness of the continued custody or maintenance of Fund Securities with each Sub-Custodian. Such monitoring shall include the following responsibilities: a. Bank shall evaluate and determine at least annually the continued eligibility of its Sub-Custodians to act as such hereunder and shall give notice to Fund of such determination. In selecting discharging this responsibility, Bank shall (i) monitor on a continuing basis the services and reports provided by its Sub-Custodian; (ii) at least annually, obtain and review the periodic reports published by its Sub-Custodian confirming the Sub-Custodian’s review of the continued eligibility of each Sub-Custodian; and (iii) review periodic reports related to the Sub-Custodian’s periodic physical inspections of the operations of each Sub-Custodian as deemed appropriate. b. Bank shall provide to the Board quarterly and at such other times as the Board may reasonably request based on the circumstances of the Fund’s foreign custody arrangements, written reports notifying the Board of the placement of Securities of Fund with a particular Sub-Custodian within a foreign market and of any material change in the arrangements (including any material changes in any contracts governing such arrangements or any material changes in the established practices or procedures) with respect to Securities of the Fund held by the Sub-Custodian. c. If Bank determines that (i) any Sub-Custodian with reasonable careno longer satisfies the applicable requirements described in this Agreement; or, the Custodian is to determine if such (ii) any Sub-Custodian can reasonably be expected is otherwise no longer capable or qualified to operate perform the functions contemplated herein; or, (iii) any change in a reasonable and prudent manner and contract with a Sub-Custodian or any change in compliance established or market practices or procedures shall cause a custody arrangement to no longer meet the requirements of the 1940 Act, Bank shall promptly give written notice thereof to Fund. The notice shall either indicate Bank’s intention to transfer Securities held by the removed Sub-Custodian to another Sub-Custodian previously identified to Fund, or include a notice pursuant to Section 3(C) of this Agreement of Bank’s intention to deposit Securities with the Rules and all other relevant lawsa new Sub-Custodian, rules and regulations applicable in either instance such transfer of Securities to its services be effected as a sub-custodian of Goldsoon as reasonably practicable. (iiiE) As The Fund acknowledges and agrees that where the Services relate to Non-US Securities, the settlement, legal and regulatory requirements and usages in the relevant jurisdictions may be different from those applying in the United States and there may be different practices for the separate identification of such Securities and that at all times any Sub-Custodian may be required to hold the date of Assets subject to any Applicable Law. (F) The Bank reserves the right to decline to accept Securities in Local Jurisdictions other than those listed in Exhibit D (Local Jurisdictions), as such Exhibit may be amended from time to time by the Bank in accordance with this Agreement, provided that where any Securities are held in any Local Jurisdiction that is to be removed from Exhibit D (Local Jurisdictions), the Sub-Custodians that Bank will use its reasonable endeavors to notify the Custodian may use for Fund prior to any such amendment taking effect and to continue to hold and service the purposes Fund’s Securities in the Local Jurisdiction concerned until the Fund disposes of this Agreement are: Bank the Securities or makes alternative arrangements with respect to the custody of England, Brink’s Limited, G4S Cash Solutions (UK) Limited, HSBC Bank plc, XX Xxxxxx Xxxxx, Xxxxx-Xxxx Commodities Ltd and Xxxxxx International (UK) Ltd.the Securities within a reasonable period of time. (ivG) Countries that are not listed as Local Jurisdictions in Exhibit D (Local Jurisdictions) may be added to such Exhibit on the Fund’s reasonable request but subject to the prior written agreement of the Bank. (H) The Bank shall (a) report the withdrawal of Assets from an Eligible Foreign Custodian will notify each of the Trust and the Sponsor within two Business Days placement of such Assets with another Eligible Foreign Custodian by providing to the Board (i) an amended Exhibit C at the end of the name and address of any new Sub-Custodian (i.e. calendar quarter in addition which an amendment to those referred to in (iii) above or previously notified pursuant to this clause 8.1(iv)) to be used by the Custodian for the purposes of this Agreement, such Exhibit has occurred or (ii) written notice if it terminates its relationship with any Sub-the replacement Eligible Foreign Custodian that it uses for the purposes of this Agreement. The Custodian will otherwise provide the reports set forth on Schedule B with respect to Sub-Custodians and any Indirect Sub-Custodians. (v) The receipt of notice by each of the Trust and the Sponsor that the Custodian has selected is not a Sub-Custodian shall not be deemed to limit the Custodian’s responsibility in selecting such Specified Sub-Custodian, and (b) after the occurrence of any material change in the foreign custody arrangements of the Fund, make a written report to the Board containing a notification of the change.

SUB-CUSTODIANS. (i) The Custodian may employ use Sub-Custodians solely for the temporary custody and safekeeping of Physical Gold until transported to the Custodian’s London vault premises as provided in clause 7.4. The Sub-Custodians the Custodian selects may themselves select sub-custodians (such sub-custodian of the relevant Sub-Custodian an “Indirect Sub-Custodian”) to provide such temporary custody and safekeeping of Physical Gold (each an “Gold, but such Indirect Sub-Custodian”), but such sub-custodians Custodians shall not by such selection or otherwise be, or be considered to be, a Sub-Custodian. The Custodian will use commercially reasonable efforts for (a) any Physical Gold to be held by a Sub-Custodian, rather than an Indirect Sub-Custodian, and (b) (subject to clause 7.4) any Physical Gold held by an Indirect Sub-Custodian (which is also a Sub-Custodian) to be promptly held by it as such term is used hereina Sub-Custodian. (ii) The Custodian will use reasonable care in selecting any Sub-Custodian and will only use an LPMCL approved delivery location. In selecting any Sub-Custodian with reasonable care, the Custodian is to determine if such Sub-Custodian can reasonably be expected to operate in a reasonable and prudent manner and in compliance with the Rules and all other relevant laws, rules and regulations applicable to its services as a sub-custodian of Gold. However, nothing in this Agreement shall constitute any representation or warranty by the Custodian as to the solvency or creditworthiness of any Sub-Custodian or Indirect Sub-Custodian. Any Sub-Custodian and Indirect Sub-Custodian shall be a LBMA member. (iii) As of the date of this Agreement, the Sub-Custodians that the Custodian may use for the purposes of this Agreement are: Bank of England, Brink’s Limited, G4S Cash Solutions (UK) Limited, HSBC Bank plc, XX Xxxxxx Xxxxx, Xxxxx-Xxxx Commodities Ltd and Xxxxxx International (UK) Ltd. (iv) The Custodian will notify each of the Trust and the Sponsor within two Business Days (i) of the name and address of any new Sub-Custodian (i.e. in addition to those referred to in (iii) above or previously notified pursuant to this clause 8.1(iv)) it proposes to be used by the Custodian for the purposes of this Agreement, or (ii) if it terminates its relationship with any Sub-Custodian that it uses for the purposes of this Agreement. The Custodian will otherwise provide the reports set forth on Schedule B pursuant to Clause 2.4 (Allocated Account Reports) with respect to Sub-Custodians and any Indirect Sub-Custodians. (viv) The receipt of notice by each of the Trust and the Sponsor that the Custodian has selected proposes to use a Sub-Custodian shall not be deemed to limit the Custodian’s responsibility in selecting such Sub-Custodian.

SUB-CUSTODIANS. In its discretion, the Custodian may appoint one or more Sub-Custodians to act as an Eligible Foreign Custodian, provided that the appointment of any such Sub-Custodian and maintenance of any Foreign Assets shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement, and provided further that: (ia) The Custodian may employ has determined that the Sub-Custodians solely Custodian will provide reasonable care for the temporary custody and safekeeping of Physical Gold until transported to Trust's assets based on the Custodian’s London vault premises as provided standards set forth in clause 7.4. The Sub-Custodians Rule 17f-5(c)(1); (b) Any agreement between the Custodian selects may themselves select sub-custodians to provide such temporary custody and safekeeping of Physical Gold (each an “Indirect Sub-Custodian”), but such sub-custodians shall not by such selection or otherwise be, or be considered to be, a Sub-Custodian as such term is used herein.acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2); (iic) Where Foreign Assets are deposited by a Sub-Custodian with an Eligible Securities Depository, the Custodian shall cause the Sub-Custodian to identify on its books as belonging to Custodian, as agent, the Foreign Assets shown on the Sub-Custodian's account on the books of such Eligible Securities Depository; (d) The Custodian will use shall provide written reports in a form reasonably acceptable to the Trust notifying the Board of Trustees of the placement of the Foreign Assets with a particular Sub-Custodian and of any material changes in the Trust's Foreign Asset custody arrangements, with the reports to be provided to the Board of Trustees at such times as the Board of Trustees deems reasonable care and appropriate based on the circumstances of the Trust's Foreign Asset custody arrangements; and (e) The Custodian shall promptly notify the Trust in selecting the event that any Sub-Custodian has ceased to meet the requirements of Rule 17f-5, and will only use an LPMCL approved delivery location. In selecting any Sub-Custodian with reasonable care, the Custodian is shall take such steps as may be required to determine if ensure that each Fund withdraws its Foreign Assets from such Sub-Custodian can as soon as reasonably be expected to operate in a reasonable and prudent manner and in compliance with the Rules and all other relevant laws, rules and regulations applicable to its services as a sub-custodian of Goldpracticable. (iii) As of the date of this Agreement, the Sub-Custodians that the Custodian may use for the purposes of this Agreement are: Bank of England, Brink’s Limited, G4S Cash Solutions (UK) Limited, HSBC Bank plc, XX Xxxxxx Xxxxx, Xxxxx-Xxxx Commodities Ltd and Xxxxxx International (UK) Ltd. (iv) The Custodian will notify each of the Trust and the Sponsor within two Business Days (i) of the name and address of any new Sub-Custodian (i.e. in addition to those referred to in (iii) above or previously notified pursuant to this clause 8.1(iv)) to be used by the Custodian for the purposes of this Agreement, or (ii) if it terminates its relationship with any Sub-Custodian that it uses for the purposes of this Agreement. The Custodian will otherwise provide the reports set forth on Schedule B with respect to Sub-Custodians and any Indirect Sub-Custodians. (v) The receipt of notice by each of the Trust and the Sponsor that the Custodian has selected a Sub-Custodian shall not be deemed to limit the Custodian’s responsibility in selecting such Sub-Custodian.

SUB-CUSTODIANS. (i) 3.1 The Issuer expressly agrees that the Custodian is authorised to appoint such agents as the Custodian may employ in its discretion think fit including, without limitation, any Sub-Custodians solely for the temporary custody and safekeeping Custodian (which may be an Affiliate of Physical Gold until transported to the Custodian’s London vault premises as provided in clause 7.4. The Sub-Custodians ) on the Custodian selects may themselves select sub-custodians to provide such temporary custody and safekeeping of Physical Gold basis that: (each an “Indirect Sub-Custodian”), but such sub-custodians shall not by such selection or otherwise be, or be considered to be, a) a Sub-Custodian may hold the Assets and otherwise perform the Services on such terms as such term the Sub-Custodian may require, subject to any applicable laws, regulations and usages in the jurisdiction where the Sub-Custodian is used herein.located; (iib) The a Sub-Custodian will use reasonable care in selecting may be permitted to appoint other agents to perform ancillary services and the Custodian may have no directly enforceable rights against the ultimate appointee; and (c) the rights of the Custodian against any Sub-Custodian may consist only of a contractual claim. 3.2 The Custodian will exercise reasonable care in the selection, use and monitoring of Sub- Custodians. 3.3 The Custodian will only use an LPMCL approved delivery location. In selecting notify the Issuer in writing as soon as is reasonably practicable of any change of any Sub-Custodian. 3.4 The Issuer acknowledges and agrees that where the Services relate to Non-UK Securities, the settlement, legal and regulatory requirements and usages in the relevant jurisdictions may be different from those applying in the United Kingdom and there may be different practices for the separate identification of such Securities and that at all times any Sub-Custodian may be required to hold the Assets subject to any Applicable Law. 3.5 The Custodian reserves the right to decline to accept Securities in Local Jurisdictions other than those listed in Appendix 2 (Local Jurisdictions) as such Appendix may be amended from time to time by the Custodian in accordance with reasonable carethese Terms and Conditions), PROVIDED THAT where any Securities are held in any Local Jurisdiction that is to be removed from Appendix 2 (Local Jurisdictions), the Custodian is will use its reasonable endeavours to determine if notify the Issuer prior to any such Sub-Custodian can reasonably be expected amendment taking effect and to operate continue to hold and service the Issuer’s Securities in a reasonable and prudent manner and in compliance with the Rules and all other relevant laws, rules and regulations applicable to its services as a sub-custodian of Gold. (iii) As Local Jurisdiction concerned until the Issuer disposes of the date of this Agreement, the Sub-Custodians that the Custodian may use for the purposes of this Agreement are: Bank of England, Brink’s Limited, G4S Cash Solutions (UK) Limited, HSBC Bank plc, XX Xxxxxx Xxxxx, Xxxxx-Xxxx Commodities Ltd and Xxxxxx International (UK) Ltd. (iv) The Custodian will notify each of the Trust and the Sponsor within two Business Days (i) of the name and address of any new Sub-Custodian (i.e. in addition to those referred to in (iii) above Securities or previously notified pursuant to this clause 8.1(iv)) to be used by the Custodian for the purposes of this Agreement, or (ii) if it terminates its relationship with any Sub-Custodian that it uses for the purposes of this Agreement. The Custodian will otherwise provide the reports set forth on Schedule B makes alternative arrangements with respect to Sub-Custodians and any Indirect Sub-Custodiansthe custody of the Securities within a reasonable period of time. 3.6 Countries that are not listed as Local Jurisdictions in Appendix 2 (vLocal Jurisdictions) The receipt of notice by each may be added to such Appendix on the Issuer’s reasonable request but subject to the prior written agreement of the Trust and the Sponsor that the Custodian has selected a Sub-Custodian shall not be deemed to limit the Custodian’s responsibility in selecting such Sub-Custodian.

SUB-CUSTODIANS. (i) The Custodian may employ use Sub-Custodians solely for the temporary custody and safekeeping of Physical Gold until transported to the Custodian’s London vault premises as provided in clause 7.4. The Sub-Custodians the Custodian selects may themselves select sub-custodians (such sub-custodian of the relevant Sub-Custodian an “Indirect Sub-Custodian”) to provide such temporary custody and safekeeping of Physical Gold (each an “Gold, but such Indirect Sub-Custodian”), but such sub-custodians Custodians shall not by such selection or otherwise be, or be considered to be, a Sub-Custodian. The Custodian will use commercially reasonable efforts for (a) any Physical Gold to be held by a Sub-Custodian, rather than an Indirect Sub-Custodian, and (b) (subject to clause 7.4) any Physical Gold held by an Indirect Sub-Custodian (which is also a Sub-Custodian) to be promptly held by it as such term is used hereina Sub-Custodian. (ii) The Custodian will use reasonable care in selecting any Sub-Custodian and will only use an LPMCL approved delivery location. In selecting any Sub-Custodian with reasonable care, the Custodian is to determine if such Sub-Custodian can reasonably be expected to operate in a reasonable and prudent manner and in compliance with the Rules and all other relevant laws, rules and regulations applicable to its services as a sub-custodian of Gold. However, nothing in this Agreement shall constitute a representation or warranty by the Custodian as to the solvency or creditworthiness of any Sub-Custodian or Indirect Sub-Custodian. Any Sub-Custodian and Indirect Sub-Custodian shall be a LBMA member, except for The Governor and Company of the Bank of England. (iii) As of the date of this Agreement, the Sub-Custodians that the Custodian may use for the purposes of this Agreement are: Bank of England, Brink’s Brinks Limited, G4S Cash Solutions (UK) Limited, HSBC Bank plc, XX Xxxxxx Xxxxx, Xxxxx-Xxxx Commodities Ltd and Xxxxxx International (UK) Ltd.Ltd, Xxxxx-Xxxx UK Ltd, The Governor and Company of the Bank of England, JPMorgan Chase Bank, N.A., HSBC Bank Plc and UBS AG. The Trust and the Sponsor are deemed to have provided their prior written approval to the aforementioned Sub-Custodians for purposes of the definition of “Sub-Custodian” in clause 1.1; provided that, such prior written approval shall not continue to apply with respect to any aforementioned Sub-Custodian, nor any Sub-Custodian that the Trust and the Sponsor may approve in writing after the date of this Agreement, if any such Sub-Custodian is not, or ceases to be, a bailee of the Custodian in respect of the Physical Gold, in which case such Sub-Custodian shall cease being a Sub-Custodian for purposes of this Agreement. The Custodian shall notify the Trust, the Administrator and the Sponsor immediately after an entity ceases to be a Sub-Custodian by operation of this clause 8.1(iii). (iv) The Custodian will notify each of the Trust Trust, the Administrator and the Sponsor within two London Business Days (i) of the name and address of any new Sub-Custodian (i.e. in addition to those referred to in (iii) above or previously notified pursuant to this clause 8.1(iv)) it proposes to be used by the Custodian for the purposes of this Agreement, or (ii) if it terminates its relationship with any Sub-Custodian that it uses for the purposes of this Agreement. The Custodian will notify each of the Trust, the Administrator and the Sponsor within two London Business Days (i) of the name and address of any Indirect Sub-Custodian newly selected by a Sub-Custodian for the purposes of holding Gold in connection with this Agreement or (ii) if a Sub-Custodian terminates its relationship with any Indirect Sub-Custodian holding Gold for such Custodian in connection with this Agreement, in each case to the extent the Custodian has been informed by the applicable Sub-Custodian, or otherwise becomes aware, of such development. The Custodian will otherwise provide the reports set forth on Schedule B pursuant to clause 2.4 (Allocated Account Reports) with respect to Sub-Custodians and any Indirect Sub-Custodians. (v) The receipt of notice by each of the Trust Trust, the Administrator and the Sponsor that the Custodian has selected proposes to use a Sub-Custodian shall not be deemed to limit the Custodian’s responsibility in selecting such Sub-Custodian.