0000930413-09-005249 Sample Contracts

DEPOSITARY TRUST AGREEMENT ETF SECURITIES USA LLC as Sponsor and THE BANK OF NEW YORK MELLON, as Trustee Depositary Trust Agreement ETFS Palladium Trust Dated as of [ ], 2009
Depositary Trust Agreement • October 20th, 2009 • Etfs Palladium Trust • Gold and silver ores • New York

THIS DEPOSITARY TRUST AGREEMENT dated as of [ ], 2009, between ETF SECURITIES USA LLC, a Delaware limited liability company, as sponsor, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee.

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ETFS PALLADIUM TRUST MARKETING AGENT AGREEMENT
Etfs Palladium Trust Marketing Agent Agreement • October 20th, 2009 • Etfs Palladium Trust • Gold and silver ores • Colorado

MARKETING AGENT AGREEMENT (the “Agreement”) made as of ___________, 2009, on behalf of ETFS Palladium Trust, a New York trust (the “Fund” or the “Trust”), by and among ETFS Marketing, LLC, a Delaware limited liability company, as agent of the Fund (“ETFS Marketing”) and ALPS Distributors, Inc., a Colorado corporation (the “Marketing Agent”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed thereto in the Trust’s Prospectus included its Registration Statement on Form S-1 (Registration No. 333-158380), as it may be amended from time-to-time.

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