EXHIBIT 4.3
PAYMENT AND REIMBURSEMENT AGREEMENT
This Payment and Reimbursement Agreement ("Agreement") is dated as of
_________, 2004 and is between World Gold Trust Services, LLC, a Delaware
limited liability company ("Sponsor"), and The Bank of New York, a New York
banking corporation, in its capacity as trustee ("Trustee") of the
streetTRACKS(R) Gold Trust ("Trust"), a trust established pursuant to the Trust
Indenture ("Trust Indenture"), dated as of ___________, 2004, between the
Sponsor and the Trustee.
WHEREAS, pursuant to Section 3.05(e) of the Trust Indenture, the
Trustee has agreed to charge no fee and to assume the expenses of the operation
of the Trust (other than extraordinary expenses) accrued through the day the
Trust's streetTRACKS(R) Gold Shares commence trading on the New York Stock
Exchange, Inc. ("Reimbursement Period").
NOW, THEREFORE, in consideration of the foregoing recitals and the
following agreements, the parties agree as follows:
1. Payment and Reimbursement. The Sponsor agrees (i) to pay to the
Trustee the amount of the fee which would otherwise be payable to the Trustee
under Section 8.04 of the Trust Indenture for the Reimbursement Period but for
the operation of Section 3.05(e) of the Trust Indenture and (ii) to reimburse
the Trustee for the expenses of the operation of the Trust which the Trustee
assumes during the Reimbursement Period under Section 3.05(e) of the Trust
Indenture.
2. Statements. The Trustee shall provide the Sponsor with a statement
for the Reimbursement Period detailing the amounts to be paid or reimbursed to
the Trustee under Section 1 above. Such statement shall set forth in reasonable
specificity the amounts to be paid or reimbursed to the Trustee and the manner
of calculation thereof. At the request of the Sponsor, the Trustee shall furnish
to the Sponsor such additional documentation and information as may be necessary
for the Sponsor to establish to its reasonable satisfaction that the Trustee is
entitled to payment or reimbursement hereunder. The Sponsor shall pay to the
Trustee the amounts identified for payment or reimbursement in the statement no
later than [THIRTY (30)] days after receipt of such statement, unless part or
all of such amounts is disputed by the Sponsor. Upon the Trustee's receipt of
the Sponsor's written notice of the existence of disputed items in the
statement, the parties shall in good faith attempt to resolve such disputed
items within [THIRTY (30)] days after the Trustee's receipt of such notice.
4. Miscellaneous.
(a) Entire Agreement; Amendments and Waiver. This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and may not be modified or amended except in a writing executed by
each of the parties
-1-
hereto. No waiver of any of the provisions hereof shall be deemed or shall
constitute a waiver of any other provisions of this Agreement (whether or not
similar), nor shall such waiver constitute a continuing waiver.
(b) Successors and Assigns; Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement may not be assigned by any party without
the prior written consent of the other party and any purported assignment in
violation of this provision shall be null and void.
(c) Governing Law. This Agreement has been executed and delivered
in the State of New York, and shall be governed by and construed in accordance
with the laws of the State of New York.
(d) Consent to Jurisdiction. Each party hereto irrevocably consents
to the non-exclusive jurisdiction of the courts of the State of New York and of
any Federal Court located in the Borough of Manhattan in such State in
connection with any action, suit or other proceeding arising out of or relating
to this Agreement or any action taken or omitted hereunder, and waives any claim
of forum non conveniens and any objections as to laying of venue. Each party
hereto further waives personal service of any summons, complaint or other
process and agrees that service thereof may be made by certified or registered
mail directed to such party at such party's address for purposes of notices
hereunder.
(e) Notices. All notices and other communications under this
Agreement shall be in writing, signed by the party giving it, shall be deemed
given, if delivered personally, when received, if sent by first class mail
(postage prepaid), on the second business day after being mailed, or if sent by
a recognized overnight courier (receipt confirmation received) or by facsimile
(transmission confirmation received), on the next business day after being sent,
and shall be sent to the parties at the following addresses (or to such other
address as a party may have specified by notice given to the other party
pursuant to this provision):
If to the Sponsor, to: World Gold Trust Services, LLC
000 Xxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: J. Xxxxxx Xxxxxx
Facsimile: (000) 000-0000
If to the Trustee, to: The Bank of New York
0 Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: ADR Administration
Facsimile: 000-000-0000
-2-
(f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same agreement.
[Signature Page Follows]
-3-
IN WITNESS WHEREOF, the Trustee and the Sponsor have each caused this
Agreement to be duly executed and delivered as of the date first above written.
WORLD GOLD TRUST SERVICES, LLC
By:
---------------------------------
Name:
Title
THE BANK OF NEW YORK,
as Trustee
By:
---------------------------------
Name:
Title
-4-
