0001047469-12-006626 Sample Contracts

SPROTT ASSET MANAGEMENT LP SPROTT PHYSICAL PLATINUM AND PALLADIUM TRUST AMENDED AND RESTATED TRUST AGREEMENT Dated as of June 6, 2012
Trust Agreement • June 13th, 2012 • Sprott Physical Platinum & Palladium Trust • Commodity contracts brokers & dealers • Ontario

WHEREAS Sprott Physical Platinum and Palladium 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 December 23, 2011 (the “Original Trust Agreement”), the units of which will be listed for trading on the Toronto Stock Exchange and New York Stock Exchange Arca;

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MANAGEMENT AGREEMENT
Management Agreement • June 13th, 2012 • Sprott Physical Platinum & Palladium Trust • Commodity contracts brokers & dealers • 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 • June 13th, 2012 • Sprott Physical Platinum & Palladium Trust • Commodity contracts brokers & dealers • Ontario

WHEREAS Sprott Physical Platinum and Palladium 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 December 23, 2011, as amended and restated as of June 6, 2012 (the “Trust Agreement”);

TRANSFER AGENT, REGISTRAR AND DISBURSING AGENT AGREEMENT
Registrar and Disbursing Agent Agreement • June 13th, 2012 • Sprott Physical Platinum & Palladium Trust • Commodity contracts brokers & dealers • 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;

CONTRACT # LS2012- between ROYAL CANADIAN MINT and SPROTT ASSET MANAGEMENT LP FOR AND ON BEHALF OF SPROTT PHYSICAL PLATINUM AND PALLADIUM TRUST PLATINUM STORAGE AGREEMENT
Storage Agreement • June 13th, 2012 • Sprott Physical Platinum & Palladium Trust • Commodity contracts brokers & dealers • Ontario

for and on behalf of Sprott Physical Platinum and Palladium Trust, a trust organized under the laws of the Province of Ontario

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