0001047469-09-010637 Sample Contracts

SPROTT ASSET MANAGEMENT LP SPROTT PHYSICAL GOLD TRUST AMENDED AND RESTATED TRUST AGREEMENT Dated as of December 7, 2009
Trust Agreement • December 9th, 2009 • Sprott Physical Gold Trust • Ontario

WHEREAS Sprott Physical Gold Trust (the “Trust”) is a closed-end mutual fund trust established under the laws of the Province of Ontario pursuant to a trust agreement dated as of August 28, 2009 (the “Original Trust Agreement”), the units of which will be listed for trading on the Toronto Stock Exchange and the New York Stock Exchange Arca;

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MANAGEMENT AGREEMENT
Management Agreement • December 9th, 2009 • Sprott Physical Gold Trust • Ontario

thereafter and, if possible, before making the next trade for or providing advice to the client, if there are any significant changes to this disclosure, the details of the relationship(s) and the policies and procedures adopted to minimize the potential for conflicts of interest resulting from such relationships. Sprott Private Wealth LP (“SPW”), a registrant, is related to SAM, by virtue of each of SAM and SPW having SI as a direct or indirect holder of 100% of the voting securities of each general partner of SAM and SPW.

VALUATION SERVICES AGREEMENT
Valuation Services Agreement • December 9th, 2009 • Sprott Physical Gold Trust • Ontario

WHEREAS Sprott Physical Gold Trust (the “Trust”) is a closed-end mutual fund trust established under the laws of the Province of Ontario pursuant to a trust agreement dated as of August 28, 2009, as amended and restated as of December 7, 2009 (the “Trust Agreement”);

TRANSFER AGENT, REGISTRAR AND DISBURSING AGENT AGREEMENT THIS AGREEMENT Made as of the day of , 20 In the City of Toronto, Province of Ontario BETWEEN: SPROTT ASSET MANAGEMENT LP a limited partnership existing under the laws of Ontario, hereinafter...
Transfer Agent, Registrar and Disbursing Agent Agreement • December 9th, 2009 • Sprott Physical Gold Trust • Ontario

WHEREAS the Manager wishes to appoint Equity as transfer agent, registrar and disbursing agent of the Issuer and whereas Equity wishes to accept such appointments

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