Amendment No. 1
dated December 5, 2005
to
Allocated Bullion Account Agreement
dated November 12, 2004
between
HSBC Bank USA, National Association
and
The Bank of New York, not in its individual capacity,
but solely as trustee of the streetTRACKS(R) Gold Trust
This Amendment No. 1 (this "Amendment"), dated as of December 5, 2005,
to the Allocated Bullion Account Agreement dated November 12, 2004 (the
"Allocated Bullion Account Agreement") between HSBC Bank USA, National
Association (the "Custodian") and The Bank of New York, not in its individual
capacity, but solely as trustee (in such capacity, hereafter the "Trustee") of
the streetTRACKS(R) Gold Trust (the "Trust")
WITNESSES, that
WHEREAS the Trustee and the Custodian have hitherto entered in the
Allocated Bullion Account Agreement and the same is currently in full force and
effect, and
WHEREAS clause 15.4 of the Allocated Bullion Account Agreement provides
that any amendment thereto shall be in writing signed by the Trustee and the
Custodian, and
WHEREAS the Trustee and the Custodian wish to amend clause 7.4 and
clause 10.1 of the Allocated Bullion Account Agreement as provided herein,
NOW, THEREFORE, the Trustee and Custodian agree that the Allocated
Bullion Account Agreement shall be amended as follows:
1. Clause 7.4 of the Allocated Bullion Account Agreement shall be amended to
read in its entirety as follows:
7.4 LOCATION OF BULLION: Unless otherwise agreed between us, the
Bullion held for you in your Allocated Account must be held by us at
our London vault premises or, when Bullion has been allocated in a
vault other than our London vault premises, by or for any Sub-Custodian
employed by us as permitted by clause 8.1. We agree that we shall use
commercially reasonable efforts promptly to transport any Bullion held
for you by or for a Sub-Custodian to our London vault premises and such
transport shall be at our cost and risk. We agree that all delivery and
packing shall be in accordance with the Rules and LBMA good market
practices.
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2. Clause 8.1 of the Allocated Bullion Account Agreement shall be amended to
read in its entirety as follows:
8.1 SUB-CUSTODIANS: We may employ Sub-Custodians solely for the
temporary custody and safekeeping of Bullion until transported to our
London vault premises as provided in clause 7.4, unless otherwise
agreed between us with the consent of the Sponsor. The Sub-Custodians
we select may themselves select subcustodians to provide such temporary
custody and safekeeping of Bullion, but such subcustodians shall not by
such selection or otherwise be, or be considered to be, a Sub-Custodian
as such term is used herein. We will use reasonable care in selecting
any Sub-Custodian. As of the date of Amendment No. 1 to this Agreement,
the Sub-Custodians that we use are: the Bank of England, The Bank of
Nova Scotia (ScotiaMocatta), Deustche Bank AG, JPMorganChase Bank,
N.A., UBS AG and Barclays Bank PLC. We will notify you if we select any
additional Sub-Custodian, or stop using any Sub-Custodian for such
purpose. Your receipt of notice that we have selected a Sub-Custodian
(including those named in this clause 8.1) shall not be deemed to limit
our responsibility in selecting such Sub-Custodian. Not more frequently
than annually, upon your request, we shall confirm to you that from
time to time we may hold Precious Metal for own account with one or
more of each of the Sub-Custodians, provided that this confirmation
shall not constitute a representation by us regarding the solvency or
creditworthiness of any Sub-Custodian.
3. Clause 10.1 of the Allocated Bullion Account Agreement shall be amended to
read in its entirety as follows:
10.1 FEES: For our services under this agreement you shall pay us an
annual fee equal to 0.10% of the average daily aggregate value of the
first 4.5 million ounces of Gold held in the Allocated Account and the
Unallocated Account, and 0.06% of the average daily aggregate value of
the Gold held in the Allocated Account and the Unallocated Account in
excess of 4.5 million ounces. The gold held in the Allocated Account
and the Unallocated Account shall be determined based on our end of
Business Day balances, and the value of the Gold shall be computed on
the basis of the price of an ounce of gold as fixed by the five members
of the London gold fix at or about 3:00 p.m. London time (the "London
P.M. Fix"), or if no London P.M. Fix is made on such day, on the basis
of the last prior London "fix" (A.M. or P.M.). Our fee shall be paid in
monthly installments in arrears.
The foregoing amendments to clause 7.4 and 8.1 of the Allocated Bullion
Account Agreement shall be effective on and after the date hereof.
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The foregoing amendment to clause 10.1 of the Allocated Bullion Account
Agreement shall be effective as of April 1, 2006.
Except as modified by this Amendment, the Allocated Bullion Account
Agreement shall remain unmodified and in full force and effect, and is hereby
ratified and confirmed in all respects.
This Amendment is governed by, and will be construed in accordance
with, English law.
This Amendment may be executed in any number of counterparts, each of
which when executed and delivered shall be deemed an original, but together
shall constitute one and the same agreement. Facsimile signatures shall be
acceptable and binding.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed as of the day and year first above written.
Signed on behalf of
HSBC Bank USA, National Association
By:
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Name:
Title:
By:
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Name:
Title:
Signed on behalf of
The Bank of New York, not in its individual
capacity, but solely as trustee of the
streetTRACKS(R) Gold Trust
By:
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Name:
Title:
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