S-1/A

As filed with the Securities and Exchange Commission on August 30, 2004

Registration No. 333-105202

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 3 TO

Form S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

streetTRACKS^® GOLD TRUST

SPONSORED BY WORLD GOLD TRUST SERVICES, LLC

(Exact name of Registrant as specified in its charter)

New York				6189				•
(State or other jurisdiction of incorporation or organization)				(Primary Standard Industrial Classification Code Number)				(I.R.S. Employer Identification No.)

c/o World Gold Trust Services, LLC
444 Madison Avenue, 3^rd Floor
New York, New York 10022
(212) 317-3800

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Steven J. Glusband, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
(212) 732-3200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mr. J. Stuart Thomas World Gold Trust Services, LLC 444 Madison Avenue, 3rd Floor New York, New York 10022 (212) 317-3800				Kathleen H. Moriarty, Esq. John K. Whelan, Esq. Carter Ledyard & Milburn LLP 2 Wall Street New York, New York 10005 (212) 732-3200

and

Kevin W. Kelley, Esq. Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 (212) 351-4000				John Altorelli, Esq. Paul, Hastings, Janofsky & Walker LLP 75 East 55th Street New York, New York 10022 (212) 318-6000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

Calculation of Registration Fee

Title of each class of securities to be registered				Amount to be registered				Proposed maximum offering price per Share(1)				Proposed maximum aggregate offering price(1)				Amount of registration fee
streetTRACKS® Gold Shares					60,400,000			$	33.14			$	2,001,656,000			$	161,933.97	(2)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933. The initial amount of gold required for deposit with the streetTRACKS® Gold Trust to create streetTRACKS® Gold Shares is 10,000 ounces per Basket (a Basket is 100,000 Shares). The price of gold used to calculate the proposed maximum offering price per Share is $331.40, which is based upon the April 29, 2003 afternoon gold price fix in London.

(2)	Previously paid.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS Subject to Completion     , 2004

60,400,000 Shares

[INSERT LOGO]

streetTRACKS® Gold Shares

The streetTRACKS® Gold Trust (Trust) will issue streetTRACKS® Gold Shares (Shares) which represent units of fractional undivided beneficial interest in and ownership of the Trust. World Gold Trust Services, LLC is the sponsor of the Trust (Sponsor), The Bank of New York is the trustee of the Trust (Trustee), HSBC Bank USA, N.A. is the custodian of the Trust (Custodian) and State Street Global Markets, LLC is the marketing agent of the Trust (Marketing Agent). The Trust intends to issue additional Shares on a continuous basis through its Trustee.

The Shares may be purchased from the Trust only in one or more blocks of 100,000 Shares (a block of 100,000 Shares is called a Basket). The Trust will issue Shares in Baskets to certain authorized participants (Authorized Participants) on an ongoing basis as described in "Plan of Distribution." Baskets will be offered continuously at the net asset value (NAV) for 100,000 Shares on the day that an order to create a Basket is accepted by the Trustee.

Prior to this offering, there has been no public market for the Shares. The Sponsor has applied for approval to list the Shares on the New York Stock Exchange (NYSE) under the symbol "GLD."

Investing in the Shares involves significant risks. See "Risk Factors" starting on page 7.

Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of the securities offered in this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Shares are neither interests in nor obligations of the Sponsor, the Trustee or the Marketing Agent.

streetTRACKS® is a registered service mark of State Street Corporation, an affiliate of the Marketing Agent.

          Shares

Of the total number of Shares which are the subject of this prospectus, the Trust is offering                Shares (Underwritten Shares) through UBS Securities LLC, also called the Purchaser, as underwriter. The Purchaser has, subject to conditions, agreed to purchase the Underwritten Shares at a per Share price equal to one-tenth (1/10) of an ounce of gold, as described in "Plan of Distribution." Total proceeds to the Trust from the sale of the Underwritten Shares are expected to be               ounces of gold. Delivery of the Underwritten Shares is expected to be made on or about                   , 2004.

				Public offering price per Share(1)				Underwriting fee per Share(2)
Underwritten Shares				$				$

(1) The public offering price of the Underwritten Shares will be determined by, among other considerations, the price of gold at the time the Underwritten Shares are sold to the public. The Underwritten Shares could be sold at different prices if such Shares are sold by the Purchaser at different times, as a function of the movement in the price of gold and other considerations. The aggregate initial public offering price of the Underwritten Shares is $          . The Trust anticipates issuing Shares other than the Underwitten Shares from time to time at prices per Share which may be different than the public offering price or prices per Share of the Underwritten Shares.

(2) In connection with the offering and sale of the Underwritten Shares, the Purchaser will be paid an aggregate fee by the Sponsor of $            . In addition to this fee, the Purchaser may receive commissions/fees from investors through their commission/fee-based brokerage accounts, in amounts between $           and $          .

UBS Investment Bank

This prospectus contains information you should consider when making an investment decision about the Shares. You may rely on the information contained in this prospectus. The Trust and the Sponsor have not authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted.

The Shares are not registered for public sale in any jurisdiction other than the United States.

TABLE OF CONTENTS

Statement Regarding Forward-Looking Statements					ii
Glossary of Defined Terms					iii
Prospectus Summary					1
Risk Factors					7
Use of Proceeds					14
Overview of the Gold Industry					15
Operation of the Gold Bullion Market					21
Analysis of Movements in the Price of Gold					24
Business of the Trust					26
Description of the Trust					31
The Sponsor					33
The Trustee					35
The Custodian					36
The Marketing Agent					37
Description of the Shares					39
Custody of the Trust's Gold					41
Description of the Custody Agreements					43
Creation and Redemption of Shares					47
Description of the Trust Indenture					52
United States Federal Tax Consequences					62
ERISA and Related Considerations					66
Plan of Distribution					67
Report of the Independent Auditors					70
Statement of Financial Condition					71
Legal Proceedings					72
Legal Matters					72
Experts					72
Where You Can Find More Information					72

streetTRACKS® Gold Trust and streetTRACKS® Gold Shares are service marks owned by State Street Corporation.

Until             , 2004 (25 days after the date of this prospectus), all dealers effecting transactions in the offered Shares, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

The information contained in the sections captioned "Overview of the Gold Industry," "Operation of the Gold Bullion Market" and "Analysis of Movements in the Price of Gold" is based on information obtained from sources that the Sponsor believes are reliable. This prospectus summarizes certain documents and other information in a manner we believe to be accurate. In making an investment decision, you must rely on your own examination of the Trust, the gold industry, the operation of the gold bullion market and the terms of the offering and the Shares, including the merits and risks involved. Although the Sponsor believes this information to be reliable, the accuracy and completeness of this information is not guaranteed and has not been independently verified.

i

Statement Regarding Forward-Looking Statements

This prospectus includes "forward-looking statements" which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future, including such matters as changes in commodity prices and market conditions (for gold and the Shares), the Trust's operations, the Sponsor's plans and references to the Trust's future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor's expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. See "Risk Factors." Consequently, all the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust's operations or the value of the Shares. Moreover, neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to reflect a change in the Sponsor's expectations or predictions.

ii

Glossary of Defined Terms

In this prospectus, each of the following quoted terms have the meanings set forth after such term:

"Allocated Bullion Account Agreement" — The agreement between the Trustee and the Custodian which establishes the Trust Allocated Account. The Allocated Bullion Account Agreement and the Unallocated Bullion Account Agreement are sometimes referred to together as the "Custody Agreements."

"ANAV" — Adjusted NAV. See "Description of the Trust Indenture — Valuation of Gold, Definition of Net Asset Value and Adjusted Net Asset Value" for a description of how the ANAV of the Trust is calculated. The ANAV of the Trust is used to calculate the fees of the Trustee, the Sponsor and the Marketing Agent.

"Authorized Participant" — A person who (1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) is a participant in DTC, (3) has entered into a Participant Agreement with the Trustee and (4) has established an Authorized Participant Unallocated Account with the Custodian. Only Authorized Participants may place orders to create or redeem one or more Baskets.

"Authorized Participant Unallocated Account" — An unallocated gold account established with the Custodian by an Authorized Participant. Each Authorized Participant's Authorized Participant Unallocated Account will be used to facilitate the transfer of gold deposits and gold redemption distributions between the Authorized Participant and the Trust in connection with the creation and redemption of Baskets.

"Basket" — A block of 100,000 Shares. Multiple blocks of 100,000 Shares are called "Baskets."

"BNY" — The Bank of New York, a banking corporation organized under the laws of the State of New York with trust powers. BNY is the trustee of the Trust.

"Book Entry System" — The Federal Reserve Treasury Book Entry System for United States and federal agency securities.

"CEA" — Commodity Exchange Act of 1936, as amended.

"CFTC" — Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in the United States.

"Clearing Agency" — Any clearing agency or similar system other than the Book Entry System or DTC.

"Code" — The United States Internal Revenue Code of 1986, as amended.

"Creation Basket Deposit" — The total deposit required to create a Basket. The deposit will be an amount of gold and cash, if any, that is in the same proportion to the total assets of the Trust (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date an order to purchase one or more Baskets is properly received as the number of Shares comprising the number of Baskets to be created in respect of the deposit bears to the total number of Shares outstanding on the date such order is properly received.

"Custodian" — HSBC Bank USA, N.A., a national banking association and a market maker, clearer and approved weigher under the rules of the LBMA.

"Custody Agreements" — The Allocated Bullion Account Agreement together with the Unallocated Bullion Account Agreement.

"Custody Rules" — The rules, regulations, practices and customs of the LBMA, the Bank of England or any applicable regulatory body which apply to gold made available in physical form by the Custodian.

"DTC" — The Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the US Federal Reserve System and a clearing agency registered with the SEC. DTC will act as the securities depository for the Shares.

"DTC Participant" — Participants in DTC, such as banks, brokers, dealers and trust companies.

iii

Glossary of Defined Terms

"Evaluation Time" — The time at which the Trustee will evaluate the gold held by the Trust and determine both the NAV and the ANAV of the Trust, which is currently the time of the London PM Fix on each day when the NYSE is open for regular trading or, if there is no London PM Fix on such day or the London PM Fix has not been announced by 12:00 PM New York time on such day, 12:00 PM New York time on such day.

"FSA" — The Financial Services Authority, an independent non-governmental body which exercises statutory regulatory power under the FSM Act and which regulates the major participating members of the LBMA in the United Kingdom.

"FSM Act" — The Financial Services and Markets Act 2000.

"HSBC" — HSBC Bank USA, N.A., a national banking association and a market maker, clearer and approved weigher under the rules of the LBMA. HSBC is the custodian of the Trust's gold.

"Indirect Participants" — Those banks, brokers, dealers, trust companies and others who maintain, either directly or indirectly, a custodial relationship with a DTC Participant.

"LBMA" — The London Bullion Market Association. The LBMA is the trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in the London bullion market. In addition to coordinating market activities, the LBMA acts as the principal point of contact between the market and its regulators. A primary function of the LBMA is its involvement in the promotion of refining standards by maintenance of the "London Good Delivery Lists," which are the lists of LBMA accredited melters and assayers of gold. Further, the LBMA coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation. The major participating members of the LBMA are regulated by the FSA in the United Kingdom under the FSM Act.

"London Good Delivery Bar" — A bar of gold meeting the London Good Delivery Standards.

"London Good Delivery Standards" — The specifications for weight, dimensions, fineness (or purity), identifying marks and appearance of gold bars as set forth in "The Good Delivery Rules for Gold and Silver Bars" published by the LBMA. The London Good Delivery Standards are described in "Operation of the Gold Bullion Market — The London Bullion Market."

"London PM Fix" — The afternoon session of the twice daily fix of the price of an ounce of gold which starts at 3:00 PM London, England time and is performed in London by the five members of the London gold fix. See "Operation of the Gold Bullion Market – The London Bullion Market" for a description of the operation of the London PM Fix.

"Marketing Agent Agreement" — The agreement among the Sponsor, the Trustee on behalf of the Trust and the Marketing Agent under which, among other things, the Marketing Agent will assist the Sponsor with certain marketing activities.

"Marketing Agent" — State Street Global Markets, LLC, a Delaware limited liability company and a wholly-owned subsidiary of State Street Corporation.

"NAV" — Net asset value. See "Description of the Trust Indenture — Valuation of Gold, Definition of Net Asset Value and Adjusted Net Asset Value" for a description of how the NAV of the Trust and the NAV per Share are calculated.

"OTC" — The global Over-the-Counter market for the trading of gold which consists of transactions in spot, forwards, and options and other derivatives.

"Participant Agreement" — An agreement entered into by each Authorized Participant, the Sponsor and the Trustee which provides the procedures for the creation and redemption of Baskets and for the delivery of the gold and any cash required for such creations and redemptions.

"Participant Unallocated Bullion Account Agreement" — The agreement between an Authorized Participant and the Custodian which establishes the Authorized Participant Unallocated Account.

"Purchaser" — the purchaser of the Underwritten Shares, as described on the front page of this prospectus.

iv

Glossary of Defined Terms

"Seed Baskets" — The              Baskets issued in exchange for the deposit into the Trust of              ounces of gold in connection with the formation of the Trust.

"Shareholders" — Owners of beneficial interests in the Shares.

"Shares" — Units of fractional undivided beneficial interest in and ownership of the Trust which are issued by the Trust and named "streetTRACKS® Gold Shares."

"Sponsor" — World Gold Trust Services, LLC, a Delaware limited liability company wholly-owned by the WGC.

"tonne" — One metric tonne which is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.

"Trust" — The streetTRACKS® Gold Trust, an investment trust, formed on             , 2004 under New York law pursuant to the Trust Indenture.

"Trust Allocated Account" — The allocated gold account of the Trust established with the Custodian by the Allocated Bullion Account Agreement. The Trust Allocated Account will be used to hold the gold deposited with the Trust in allocated form (i.e., as individually identified bars of gold).

"Trustee" — The Bank of New York, a banking corporation organized under the laws of the State of New York with trust powers.

"Trust Indenture" — The agreement entered into by the Sponsor and the Trustee under which the Trust is formed and which sets forth the rights and duties of the Sponsor, the Trustee and Custodian.

"Trust Unallocated Account" — The unallocated gold account of the Trust established with the Custodian by the Unallocated Bullion Account Agreement. The Trust Unallocated Account will be used to facilitate the transfer of gold deposits and gold redemption distributions between Authorized Participants and the Trust in connection with the creation and redemption of Baskets and the sales of gold made by the Trustee for the Trust.

"Unallocated Bullion Account Agreement" — The agreement between the Trustee and the Custodian which establishes the Trust Unallocated Account. The Allocated Bullion Account Agreement and the Unallocated Bullion Account Agreement are sometimes referred to together as the "Custody Agreements."

"Underwritten Shares" — The Shares purchased by the Purchaser as described on the front page of this prospectus.

"US Shareholder" — A Shareholder that is (1) an individual who is treated as a citizen or resident of the United States for US federal income tax purposes; (2) a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof; (3) an estate, the income of which is includible in gross income for US federal income tax purposes regardless of its source; or (4) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust.

"WGC" — World Gold Council, a not-for-profit association registered under Swiss law and the sole member of the Sponsor.

"WGTS" — World Gold Trust Services, LLC, a Delaware limited liability company wholly-owned by the WGC. WGTS is the sponsor of the Trust.

v

Prospectus Summary

This is only a summary of the prospectus and, while it contains material information about the Trust and its Shares, it does not contain or summarize all of the information about the Trust and the Shares contained in this prospectus which is material and/or which may be important to you. You should read this entire prospectus, including "Risk Factors" beginning on page 7, before making an investment decision about the Shares.

TRUST STRUCTURE

The Trust is an investment trust, formed on             , 2004 under New York law pursuant to a trust indenture (Trust Indenture). The Trust holds gold and is expected from time to time to issue Baskets in exchange for deposits of gold and to distribute gold in connection with redemptions of Baskets. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the Trust's expenses. The Sponsor believes that, for many investors, the Shares will represent a cost effective investment in gold. The material terms of the Trust Indenture are discussed in greater detail under the section "Description of the Trust Indenture". The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust and are expected to be traded under the ticker symbol GLD on the NYSE.

The Trust's Sponsor is World Gold Trust Services, LLC (WGTS), which is wholly-owned by the World Gold Council (WGC), a not-for-profit association registered under Swiss law. The Sponsor is a Delaware limited liability company and was formed on July 17, 2002. Under the Delaware Limited Liability Company Act and the governing documents of the Sponsor, the WGC, the sole member of the Sponsor, is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason of being the sole member of the Sponsor.

The Sponsor is responsible for establishing the Trust and for the registration of the Shares. The Sponsor will generally oversee the performance of the Trustee and the Trust's principal service providers, but will not exercise day-to-day oversight over the Trustee and such service providers. The Sponsor may remove the Trustee and appoint a successor (1) if the Trustee commits certain willful bad acts in performing its duties or willfully disregards its duties, (2) if the Trustee acts in bad faith in performing its duties, (3) if the Trustee's creditworthiness has materially deteriorated or (4) if the Trustee's negligent acts or omissions have had a material adverse effect on the Trust or the interests of Shareholders and the Trustee has not cured the material adverse effect within a certain period of time and established that the material adverse effect will not recur. The Sponsor will remove the Trustee if the Trustee does not meet the qualifications for a trustee under the Trust Indenture. See "Description of the Trust Indenture — The Trustee — Resignation, discharge or removal of Trustee; successor trustees" for more information. The Sponsor may direct the Trustee to employ one or more other custodians in addition to or in replacement of the Custodian, provided that the Sponsor may not appoint a successor custodian without the consent of the Trustee if the appointment has a material adverse effect on the Trustee's ability to perform its duties. To assist the Sponsor in marketing the Shares, the Sponsor will enter into a marketing agent agreement with the Marketing Agent and the Trustee on behalf of the Trust (Marketing Agent Agreement). The Sponsor will maintain a public website on behalf of the Trust, containing information about the Trust and the Shares. The internet address of the Trust's website is [                                ]. This internet address is only provided here as a convenience to you, and the information contained on or connected to the Trust's website is not considered part of this prospectus. The general role, responsibilities of the Sponsor are further discussed in "The Sponsor."

The Trustee is The Bank of New York (BNY). The Trustee is generally responsible for the day-to-day administration of the Trust. This includes (1) selling the Trust's gold as needed to pay the Trust's expenses (gold sales are expected to occur approximately monthly in the ordinary course), (2) calculating the NAV of the Trust and the NAV per Share, (3) receiving and processing orders from Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Custodian and The Depository Trust Company (DTC) and (4) monitoring the Custodian. The general role, responsibilities and regulation of the Trustee are further described in "The Trustee."

1

The Custodian is HSBC Bank USA, N.A. (HSBC). The Custodian is responsible for the safekeeping of the Trust's gold deposited with it by Authorized Participants in connection with the creation of Baskets. The Custodian also facilitates the transfer of gold in and out of the Trust through gold accounts it will maintain for Authorized Participants and the Trust. The Custodian is a market maker, clearer and approved weigher under the rules of the London Bullion Market Association (LBMA). The general role, responsibilities and regulation of the Custodian are further described in "The Custodian" and "Custody of the Trust's Gold."

Detailed descriptions of certain specific rights and duties of the Trustee and the Custodian are set forth in "Description of the Trust Indenture" and "Description of the Custody Agreements."

The Marketing Agent will assist the Sponsor in (1) developing a marketing plan for the Trust on an ongoing basis, (2) preparing marketing materials regarding the Shares, including the content of the Trust's website, (3) executing the marketing plan for the Trust, (4) providing market research in respect of gold, (5) reviewing the performance of the Trust and (6) licensing the "streetTRACKS® Gold Trust" and "streetTRACKS®" trademarks. The general role and responsibilities of the Marketing Agent are further described in "The Marketing Agent."

TRUST OVERVIEW

The investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the expenses of the Trust's operations. The Shares are designed for investors who want a cost effective and convenient way to invest in gold. Advantages of investing in the Shares include:

• Ease and Flexibility of Investment.    The Sponsor has applied to list the Shares on the NYSE. The Shares are expected to be exchange-listed equity instruments providing institutional and retail investors with indirect access to the gold bullion market. The Shares are expected upon listing on the NYSE to be bought and sold on the NYSE like any other exchange-listed securities, except that the Shares will regularly trade until 4:15 PM instead of 4:00 PM.

• Expenses.    The Sponsor expects that, for many investors, costs associated with buying and selling the Shares in the secondary market and the payment of the Trust's ongoing expenses will be lower than the costs associated with buying and selling gold bullion and storing and insuring gold bullion in a traditional allocated gold bullion account.

Investing in the Shares does not insulate the investor from certain risks, including price volatility. See "Risk Factors."

PRINCIPAL OFFICES

The Trust's office is located at 444 Madison Avenue, 3^rd Floor, New York, New York 10022 and its telephone number is (212) 317-3800. The Sponsor's office is located at 444 Madison Avenue, 3^rd Floor, New York, New York 10022. The Trustee has a trust office at 2 Hanson Place, Brooklyn, New York 11217. The Custodian is located at 8 Canada Square, London, E14 5HQ, United Kingdom. The Marketing Agent's office is located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

2

The Offering

Offering		The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust.

Use of proceeds		Proceeds received by the Trust from the issuance and sale of Baskets, including the              Baskets issued in exchange for the deposit into the Trust of              ounces of gold in connection with the formation of the Trust (Seed Baskets) and the Underwritten Shares (which are described on the front page of this prospectus), will consist of gold deposits and, possibly from time to time, cash. Pursuant to the Trust Indenture, during the life of the Trust such proceeds will only be (1) held by the Trust, (2) distributed to Authorized Participants in connection with the redemption of Baskets or (3) disbursed or sold as needed to pay the Trust's ongoing expenses.

New York Stock Exchange symbol		GLD

CUSIP		294686 10 0

Creation and redemption		The Trust expects to create and redeem the Shares from time to time, but only in one or more Baskets (a Basket equals a block of 100,000 Shares). The creation and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of gold and any cash represented by the Baskets being created or redeemed, the amount of which will be based on the combined NAV of the number of Shares included in the Baskets being created or redeemed. The initial amount of gold required for deposit with the Trust to create Shares is 10,000 ounces per Basket. The number of ounces of gold required to create a Basket or to be delivered upon the redemption of a Basket will gradually decrease over time, due to the accrual of the Trust's expenses and the sale of the Trust's gold to pay the Trust's expenses. See "Business of the Trust — Trust Expenses — Pro Forma Impact of Trust Expenses." Baskets may be created or redeemed only by Authorized Participants, who will pay a transaction fee for each order to create or redeem Baskets and may sell the Shares included in the Baskets they create to other investors. See "Creation and Redemption of Shares" for more details.

Net Asset Value		The NAV of the Trust is the aggregate value of the Trust's assets less its liabilities (which include estimated accrued but unpaid fees and expenses). In determining the NAV of the Trust, the Trustee will value the gold held by the Trust on the basis of the price of an ounce of gold as set by the afternoon session of the twice daily fix of the price of an ounce of gold which starts at 3:00 PM London, England time and is performed by the five members of the London gold fix (London PM Fix). See "Operation of the Gold

3

		Bullion Market — The London Bullion Market" for a description of the operation of the London gold price fix. The Trustee will determine the NAV of the Trust on each day the NYSE is open for regular trading, at the earlier of the London PM Fix for the day or 12:00 PM New York time. If no London PM Fix is made on a particular evaluation day or if the London PM Fix has not been announced by 12:00 PM New York time on a particular evaluation day, the next most recent London gold price fix (AM or PM) will be used in the determination of the NAV of the Trust, unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate to use as basis for such determination. The Trustee will also determine the NAV per Share, which equals the NAV of the Trust, divided by the number of outstanding Shares.

Trust expenses		The Trust's ordinary operating expenses are accrued daily and are reflected in the NAV of the Trust. The Trust's expenses include fees and expenses of the Trustee (which include fees and expenses paid to the Custodian by the Trustee for the custody of the Trust's gold), the fees and expenses of the Sponsor, certain taxes, the fees of the Marketing Agent, printing and mailing costs, legal and audit fees, registration fees and NYSE listing fees. In order to pay the Trust's expenses, the Trustee will sell gold held by the Trust on an as-needed basis. Each sale of gold by the Trust will be a taxable event to Shareholders. See "United States Federal Tax Consequences — Taxation of US Shareholders." Under the Trust Indenture, for the period ending seven years from the date of the Trust Indenture or upon the earlier termination of the Marketing Agent Agreement, if at the end of any month during such period the estimated ordinary expenses of the Trust exceed an amount equal to 0.40% per annum of the daily adjusted NAV (ANAV) of the Trust for such month, the fees payable to the Sponsor and the Marketing Agent from the assets of the Trust for such month will be reduced by the amount of such excess in equal shares up to the amount of their fees. Upon the end of the seven year period, the fee reduction will expire. See "Risk Factors — When the fee reduction provided under the Trust Indenture terminates . . .." For details on the calculation of the ANAV of the Trust, see "Description of the Trust Indenture — Valuation of Gold, Definition of Net Asset Value and Adjusted Net Asset Value." The Trust will pay on an ongoing basis the expenses of its operation as described in "Business of the Trust – Trust Expenses" and "Description of the Trust Indenture – Expenses of the Trust."

Sponsor's and Marketing Agent's fees		The Sponsor's fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.15% of the daily ANAV of the Trust. The Marketing Agent's fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.15% of the daily ANAV of the Trust. If at the end of any month during the period ending seven years from the

4

		date of the Trust Indenture or upon the earlier termination of the Marketing Agent Agreement the estimated ordinary expenses of the Trust exceed an amount equal to 0.40% per annum of the daily ANAV of the Trust for such month, the Marketing Agent's fee and the Sponsor's fee are subject to reduction. See "Business of the Trust — Fee Reduction."

Termination events		The Sponsor may, and it is anticipated that the Sponsor will, direct the Trustee to terminate and liquidate the Trust at any time after the first anniversary of the Trust's formation when the NAV of the Trust is less than $350 million (as adjusted for inflation). The Sponsor may also direct the Trustee to terminate the Trust if the Commodity Futures Trading Commission (CFTC) determines that the Trust is a commodities pool under the Commodity Exchange Act of 1936, as amended (CEA). The Trustee may also terminate the Trust upon the agreement of the owners of beneficial interests in the Shares (Shareholders) owning at least 66 2/3% of the outstanding Shares.

		The Trustee will terminate and liquidate the Trust if one of the following events occurs:

• DTC, the securities depository for the Shares, is unwilling or unable to perform its functions under the Trust Indenture and no suitable replacement is available;

• The Shares are de-listed from the NYSE and are not listed for trading on another US national securities exchange or through the Nasdaq Stock Market within five business days from the date the Shares are de-listed;

• The NAV of the Trust remains less than $50 million for a period of 50 consecutive business days at any time after the first 90 days of the Shares being traded on the NYSE;

• The Sponsor resigns or is unable to perform its duties or becomes bankrupt or insolvent and the Trustee has not appointed a successor and has not itself agreed to act as sponsor;

• The Trustee resigns or is removed and no successor trustee is appointed within 60 days;

• The Custodian resigns and no successor custodian is appointed within 60 days;

• The sale of all of the Trust's assets;

• The Trust fails to qualify for treatment, or ceases to be treated, for US federal income tax purposes, as a grantor trust; or

• The maximum period for which the Trust is allowed to exist under New York law ends.

		Upon the termination of the Trust, the Trustee will, within a reasonable time after the termination of the Trust, sell the

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		Trust's gold and, after paying or making provision for the Trust's liabilities, distribute the proceeds to the Shareholders. See "Description of the Trust Indenture — Termination of the Trust."

Authorized Participants		Baskets may be created or redeemed only by Authorized Participants. Each Authorized Participant must (1) be a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) be a participant in DTC, (3) have entered into an agreement with the Trustee and the Sponsor (Participant Agreement) and (4) have established an unallocated gold account with the Custodian (Authorized Participant Unallocated Account). The Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of gold and any cash required for such creations or redemptions. A list of the current Authorized Participants can be obtained from the Trustee or the Sponsor. See "Creation and Redemption of Shares" for more details.

Clearance and settlement		The Shares will be evidenced by a global certificate that the Trustee will issue to DTC. The Shares will be available only in book-entry form. Shareholders may hold their Shares through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC.

Summary of Financial Condition

As of the opening of business on             , 2004, the NAV of the Trust was $       and the NAV per Share was $      . See "Statement of Financial Condition" elsewhere in this prospectus.

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Risk Factors

You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included in this prospectus, including the Trust's financial statements and the related notes.

The value of the Shares relates directly to the value of the gold held by the Trust and
fluctuations in the price of gold could materially adversely affect an investment in the Shares.

The Shares are designed to mirror as closely as possible the price of gold bullion, and the value of the Shares relates directly to the value of the gold held by the Trust, less the Trust's liabilities (including estimated accrued but unpaid expenses). The price of gold has fluctuated widely over the past several years. Several factors may affect the price of gold, including:

• Global gold supply and demand, which is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing countries such as South Africa, the United States and Australia;

• Investors' expectations with respect to the rate of inflation;

• Currency exchange rates;

• Interest rates;

• Investment and trading activities of hedge funds and commodity funds; and

• Global or regional political, economic or financial events and situations.

In addition, investors should be aware that there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold declines, the Sponsor expects the value of an investment in the Shares to decline proportionately.

The Shares may trade at a price which is at, above or below the NAV per Share and any discount or premium in the trading price relative to the NAV per Share may widen as a result of non-concurrent trading hours between the COMEX and the NYSE.

The Shares may trade at, above or below the NAV per Share. The NAV per Share will fluctuate with changes in the market value of the Trust's assets. The trading price of the Shares will fluctuate in accordance with changes in the NAV per Share as well as market supply and demand. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between the COMEX division of the New York Mercantile Exchange and the NYSE. While the Shares will trade on the NYSE until 4:15 PM New York time, liquidity in the global gold market will be reduced after the close of the COMEX division of the New York Mercantile Exchange at 1:30 PM New York time. As a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may widen.

The sale of gold by the Trust to pay expenses will reduce the amount of gold represented by each Share on an ongoing basis irrespective of whether the trading price of the Shares rises or falls in response to changes in the price of gold.

Each outstanding Share will represent a proportional interest in the gold held by the Trust. As the Trust will not generate any income and as the Trust will regularly sell gold over time to pay for its ongoing expenses, the amount of gold represented by each Share will gradually decline over time. This is true even if additional Shares are issued in exchange for additional deposits of gold into the Trust, as the amount of gold required to create Shares will proportionately reflect the amount of gold represented by the Shares outstanding at the time of creation. Assuming a constant gold price, the trading price of the Shares is expected to gradually decline relative to the price of gold as the amount of gold represented by the Shares gradually declines. The Shares will only maintain their original price if the price of gold increases.

Investors should be aware that the gradual decline in the amount of gold represented by the Shares will occur regardless of whether the trading price of the Shares rises or falls in response to changes in the price of gold.

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Risk Factors

When the fee reduction under the Trust Indenture terminates or expires, the estimated ordinary expenses payable by the Trust may increase, thus reducing the NAV of the Trust more rapidly and adversely affecting an investment in the Shares.

Under the Trust Indenture, for the period ending seven years from the date of the Trust Indenture or upon the earlier termination of the Marketing Agent Agreement, if at the end of any month during such period the estimated ordinary expenses of the Trust exceed an amount equal to 0.40% per annum of the daily ANAV of the Trust for such month, the fees payable to the Sponsor and the Marketing Agent from the assets of the Trust for such month will be reduced by the amount of such excess in equal shares up to the amount of their fees. Upon the end of the seven year period or the earlier termination of the Marketing Agent Agreement, the fee reduction will expire and the estimated ordinary expenses of the Trust which are payable from the assets of the Trust each month may be more than they would have been during the period when the fee reduction is in effect, thus reducing the NAV of the Trust more rapidly than if the fee reduction was in effect and adversely affecting the value of the Shares.

The ordinary operating expenses of the Trust, which accrue daily, are described in "Business of the Trust — Trust Expenses" and "Description of the Trust Indenture — Expenses of the Trust." For details on the calculation of the ANAV of the Trust, see "Description of the Trust Indenture — Valuation of Gold, Definition of Net Asset Value and Adjusted Net Asset Value."

The sale of the Trust's gold to pay expenses at a time of low gold prices could adversely affect the value of the Shares.

The Trustee will sell gold held by the Trust to pay Trust expenses on an as-needed basis irrespective of then-current gold prices. The Trust is not actively managed and no attempt will be made to buy or sell gold to protect against or to take advantage of fluctuations in the price of gold. Consequently, the Trust's gold may be sold at a time when the gold price is low, resulting in a negative effect on the value of the Shares.

Purchasing activity in the gold market associated with the purchase of Baskets from the Trust may cause a temporary increase in the price of gold. This increase may adversely affect an investment in the Shares.

Purchasing activity associated with acquiring the gold required for deposit into the Trust in connection with the creation of Baskets may temporarily increase the market price of gold, which will result in higher prices for the Shares. Temporary increases in the market price of gold may also occur as a result of the purchasing activity of other market participants. Other market participants may attempt to benefit from an increase in the market price of gold that may result from increased purchasing activity of gold connected with the issuance of Baskets. Consequently, the market price of gold may decline immediately after Baskets are created. If the price of gold declines, the trading price of the Shares will also decline.

As the Sponsor and its management have no history of operating an investment vehicle like the Trust, their experience may be inadequate or unsuitable to manage the Trust.

The Sponsor was expressly formed to be the sponsor of the Trust and has no history of past performance. The past performances of the Sponsor's management in other positions are no indication of their ability to manage an investment vehicle such as the Trust. If the experience of the Sponsor and its management is not adequate or suitable to manage an investment vehicle such as the Trust, the operations of the Trust may be adversely affected.

The Shares are a new securities product and their value could decrease if unanticipated operational or trading problems arise.

The mechanisms and procedures governing the creation, redemption and offering of the Shares have been developed specifically for this securities product. Consequently, there may be unanticipated problems or issues with respect to the mechanics of the Trust's operations and the trading of the Shares that could have a material adverse effect on an investment in the Shares. In addition, although the Trust is not actively "managed" by traditional methods, to the extent that unanticipated operational or trading problems or issues arise, the Sponsor's past experience and qualifications may not be suitable for solving these problems or issues.

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Risk Factors

Shareholders will not have the protections associated with ownership of shares in an investment company registered under the Investment Company Act of 1940 or the protections afforded by the Commodity Exchange Act of 1936.

The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. Consequently, Shareholders will not have the regulatory protections provided to investors in investment companies. The Trust will not hold or trade in commodity futures contracts regulated by the CEA, as administered by the CFTC. Furthermore, the Trust is not a commodity pool for purposes of the CEA, and none of the Sponsor, the Trustee or the Marketing Agent is subject to regulation by the CFTC as a commodity pool operator or a commodity trading advisor in connection with the Shares. Consequently, Shareholders will not have the regulatory protections provided to investors in CEA-regulated instruments or commodity pools.

The Trust may be required to terminate and liquidate at a time that is disadvantageous to Shareholders.

If the Trust is required to terminate and liquidate, such termination and liquidation could occur at a time which is disadvantageous to Shareholders, such as when gold prices are lower than the gold prices at the time when Shareholders purchased their Shares. In such a case, when the Trust's gold is sold as part of the Trust's liquidation, the resulting proceeds distributed to Shareholders will be less than if gold prices were higher at the time of sale. See "Description of the Trust Indenture — Termination of the Trust" for more information about the termination of the Trust, including when the termination of the Trust may be triggered by events outside the direct control of the Sponsor, the Trustee or the Shareholders.

The lack of a market for the Shares may limit the ability of Shareholders to sell the Shares.

Prior to the date of this prospectus, there has been no market for the Shares, and there can be no assurance that an active public market for the Shares will develop. If an active public market for the Shares does not exist or continue, the market prices and liquidity of the Shares may be adversely affected.

The operations of the Trust and the Sponsor depend on support from the WGC. This support may not be available in the future and, if such support is not available, the operations of the Trust may be adversely affected.

The Sponsor is a subsidiary of the WGC, a not-for-profit association that represents members of the gold mining industry through international marketing programs directed at stimulating demand for gold in all forms.

The ongoing operations of the Trust depend on the financial and management support of the Sponsor. The operations of the Sponsor, in turn, depend on the financial and management support of the WGC. See "The Sponsor" for more information on the funding of the Sponsor. If the WGC limits or ends its support of the Sponsor for any reason, the operations of the Trust and an investment in the Shares may be adversely affected. As a result, the Trust may be required to terminate.

The WGC's members determine the financial plan of the WGC. The WGC's current and reasonably foreseeable operational costs and expenses are underwritten by the WGC's members through the end of 2004. The WGC's members have agreed to fund the ordinary operating expenses of the Sponsor, which include expenses associated with the marketing of the Shares, for the two year period beginning after the effectiveness of the Trust's registration statement and the listing of the Shares on the NYSE. There is no assurance that the WGC's members will fund the WGC or the Sponsor thereafter. The lack of such funding could adversely affect the ability of the Sponsor to support the Trust.

Shareholders will not have the rights enjoyed by investors in certain other vehicles.

As interests in an investment trust, the Shares have none of the statutory rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring "oppression" or "derivative" actions). In addition, the Shares have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors and will not receive dividends). See "Description of the Shares" for a description of the limited rights of holders of Shares.

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Risk Factors

An investment in the Shares may be adversely affected by competition from other methods of investing in gold.

The Trust is a new, and thus untested, type of investment vehicle. It will compete with other financial vehicles, including traditional debt and equity securities issued by companies in the gold industry and other securities backed by or linked to gold, direct investments in gold and investment vehicles similar to the Trust. Market and financial conditions, and other conditions beyond the Sponsor's control, may make it more attractive to invest in other financial vehicles or to invest in gold directly, which could limit the market for the Shares and reduce the liquidity of the Shares.

Crises may motivate large-scale sales of gold which could decrease the price of gold and
adversely affect an investment in the Shares.

The possibility of large-scale distress sales of gold in times of crisis may have a short-term negative impact on the price of gold and adversely affect an investment in the Shares. For example, the 1998 Asian financial crisis resulted in significant sales of gold by individuals which depressed the price of gold. Crises in the future may impair gold's price performance which would, in turn, adversely affect an investment in the Shares.

Substantial sales of gold by the official sector could adversely affect an investment in the Shares.

The official sector consists of central banks, other governmental agencies and multi-lateral institutions that buy, sell and hold gold as part of their reserve assets. The official sector holds a significant amount of gold, most of which is static, meaning that it is held in vaults and is not bought, sold, leased or swapped or otherwise mobilized in the open market. A number of central banks have sold portions of their gold over the past 10 years, with the result that the official sector, taken as a whole, has been a net supplier to the open market. Since 1999, most sales have been made in a coordinated manner under the terms of the Central Bank Gold Agreement, under which 15 of the world's major central banks (including the European Central Bank) agreed to limit the level of their gold sales and lending to the market for the following five years. The European Central Bank announced in March 2004 that the agreement would be extended for a further five-year period starting on September 27, 2004. The new agreement is similar to the existing agreement, although the ceiling for gold sales is 25% higher and the Bank of Greece replaces the Bank of England as a signatory to the agreement. UK Treasury indicated at the time of the announcement of the new agreement that the UK government had no plans to sell gold from its reserves and therefore would not participate in the new agreement. See "Overview of the Gold Industry — Sources of Gold Supply" and "Analysis of Movements in the Price of Gold" for more details. As before, the new agreement will be reviewed after five years. It is possible that the new agreement may not be renewed when it expires in September 2009. In the event that future economic, political or social conditions or pressures require members of the official sector to liquidate their gold assets all at once or in an uncoordinated manner, the demand for gold might not be sufficient to accommodate the sudden increase in the supply of gold to the market. Consequently, the price of gold could decline significantly, which would adversely affect an investment in the Shares.

A widening of interest rate differentials between the cost of money and the cost of gold could negatively affect the price of gold which, in turn, could negatively affect the price of the Shares.

A combination of rising money interest rates and a continuation of the current low cost of borrowing gold could improve the economics of selling gold forward. This could result in an increase in hedging by gold mining companies and short selling by speculative interests, which would negatively affect the price of gold. Under such circumstances, the price of the Shares would be similarly affected.

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Risk Factors

The Trust's gold may be subject to loss, damage, theft or restriction on access.

There is a risk that part or all of the Trust's gold could be lost, damaged or stolen. Access to the Trust's gold could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). Any of these events may adversely affect the operations of the Trust and, consequently, an investment in the Shares.

The Trust may not have adequate sources of recovery if its gold is lost, damaged, stolen or destroyed.

Shareholders' recourse against the Trust, the Trustee, the Custodian, any subcustodians and the Sponsor is limited. The Trust will not insure its gold. The Custodian will maintain insurance with regard to its business on such terms and conditions as it considers appropriate. The Trust will not be a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of coverage. Therefore, Shareholders cannot be assured that the Custodian will maintain adequate insurance or any insurance with respect to the gold held by the Custodian on behalf of the Trust. In addition, the Custodian and the Trustee will not require any direct or indirect subcustodians to be insured or bonded with respect to their custodial activities or in respect of the gold held by them on behalf of the Trust. Consequently, a loss may be suffered with respect to the Trust's gold which is not covered by insurance and for which no person is liable in damages.

The liability of the Custodian for losses affecting the gold is limited. Under the agreements between the Trustee and the Custodian which establish the Trust's unallocated gold account (Unallocated Bullion Account Agreement) and the Trust's allocated gold account (Allocated Bullion Account Agreement), the Custodian is not liable for losses that are not the direct result of its own negligence, fraud or willful default in the performance of its duties. Under each Participant Unallocated Bullion Account Agreement, the Custodian is not contractually or otherwise liable for any losses suffered by any Authorized Participant or Shareholder that are not the direct result of its own gross negligence, fraud or wilful default in the performance of its duties under such agreements, and in no event will its liability exceed the market value of the balance in its Authorized Participant Unallocated Account at the time such gross negligence, fraud or willful default is discovered by the Custodian.

Under the Allocated Bullion Account Agreement, except for an obligation on the part of the Custodian to use commercially reasonable efforts to obtain delivery of the Trust's gold from any subcustodians appointed by the Custodian, the Custodian is not liable for the acts or omissions of its subcustodians unless the selection of such subcustodians was made negligently or in bad faith. There are expected to be no written contractual arrangements between subcustodians that hold the Trust's gold and the Trustee or the Custodian. Therefore, the Trustee and the Custodian may not have a supportable breach of contract claim against a subcustodian for losses relating to the safekeeping of gold. If the Trust's gold is lost or damaged while in the custody of a subcustodian, the Trust may not be able to recover damages from the Custodian or the subcustodian. Whether a subcustodian will be liable for the failure of subcustodians appointed by it to exercise due care in the safekeeping of Trust's gold will depend on the facts and circumstances of the particular situation. Shareholders cannot be assured that the Trustee will be able to recover damages from subcustodians appointed by a subcustodian for any losses relating to the safekeeping of gold by such subcustodian.

If the Trust's gold is lost, damaged, stolen or destroyed under circumstances rendering a party liable to the Trust, the responsible party may not have the financial resources sufficient to satisfy the Trust's claim. For example, as to a particular event of loss, the only source of recovery for the Trust might be limited to the Custodian or one or more subcustodians or, to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of the Trust.

Gold bullion allocated to the Trust in connection with the creation of a Basket may not meet the London Good Delivery Standards and, if a Basket is issued against such gold, the Trust may suffer a loss.

Neither the Trustee nor the Custodian independently confirms the fineness of the gold allocated to the Trust in connection with the creation of a Basket. The gold bullion allocated to the Trust by the

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Risk Factors

Custodian may be different from the reported fineness or weight required by the LBMA's standards for gold bars delivered in settlement of a gold trade (London Good Delivery Standards), the standards required by the Trust. If the Trustee nevertheless issues a Basket against such gold, and if the Custodian fails to satisfy its obligation to credit the Trust the amount of any deficiency, the Trust may suffer a loss. The London Good Delivery Standards are described in "Operation of the Gold Bullion Market — The London Bullion Market." The Custodian's responsibility for the allocation to the Trust of gold meeting LBMA standards is described in "Description of the Custody Agreements — Transfers from the Trust Unallocated Account."

Because the Trustee and the Custodian do not oversee or monitor the activities of subcustodians who may hold the Trust's gold, there can be no assurance that subcustodians will exercise due care in the safekeeping of the Trust's gold.

Under the Allocated Bullion Account Agreement described in "Description of the Custody Agreements," the Custodian may appoint from time to time one or more subcustodians to hold the Trust's gold. The subcustodians which the Custodian currently uses are the Bank of England and LBMA market-making members that provide bullion vaulting and clearing services to third parties. The Custodian is required under the Allocated Bullion Account Agreement to use reasonable care in appointing its subcustodians. These subcustodians may in turn appoint further subcustodians, but the Custodian is not responsible for the appointment of these further subcustodians. The Custodian does not undertake to monitor the performance by subcustodians of their custody functions or their selection of further subcustodians. The Trustee does not undertake to monitor the performance of any subcustodian. Furthermore, the Trustee may have no right to visit the premises of any subcustodian for the purposes of examining the Trust's gold or any records maintained by the subcustodian, and no subcustodian will be obligated to cooperate in any review the Trustee may wish to conduct of the facilities, procedures, records or creditworthiness of such subcustodian. In addition, the ability of the Trustee to monitor the performance of the Custodian may be limited because under the Allocated Bullion Account Agreement and the Unallocated Bullion Account Agreement (together, the Custody Agreements) the Trustee has only limited rights to visit the premises of the Custodian for the purpose of examining the Trust's gold and certain related records maintained by the Custodian. See "Custody of the Trust's Gold" for more information about subcustodians that may hold the Trust's gold.

The ability of the Trustee and the Custodian to take legal action against subcustodians may be limited which increases the possibility that the Trust may suffer a loss if a subcustodian does not use due care in the safekeeping of the Trust's gold.

If any subcustodian does not exercise due care in the safekeeping of the Trust's gold, the ability of the Trustee or the Custodian to recover damages against such subcustodian may be limited to only such recourse, if any, as may be available under applicable English law or, if the subcustodian is not located in England, under other applicable law. This is because there are expected to be no written contractual arrangements between subcustodians who may hold the Trust's gold and the Trustee or the Custodian, as the case may be. If the Trustee's or the Custodian's recourse against the subcustodian is so limited, the Trust may not be adequately compensated for the loss. For more information on the Trustee's and the Custodian's ability to seek recovery against subcustodians and the subcustodian's duty to safekeep the Trust's gold, see "Custody of the Trust's Gold."

If the Custodian becomes insolvent, gold held in the Trust's unallocated gold account or any Authorized Participant's unallocated gold account would represent an unsecured claim against the Custodian, and the Custodian's assets may not be adequate to satisfy a claim by the Trust or any Authorized Participant.

Gold which is part of a deposit for a purchase order or part of a redemption distribution will be held for a time in the Trust's unallocated gold account and, previously or subsequently in, the unallocated gold account of the purchasing or redeeming Authorized Participant. During those times, the Trust and the Authorized Participant, as the case may be, will each be an unsecured creditor of the Custodian with respect to the amount so held. In the event the Custodian became insolvent, the Custodian's assets might not be adequate to satisfy a claim by the Trust or the Authorized Participant for the amount of gold held in their respective unallocated gold accounts.

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Risk Factors

In issuing Baskets, the Trustee will rely on certain information received from the Custodian which is subject to confirmation after the Trustee has relied on the information. If such information turns out to be incorrect, Baskets may be issued in exchange for an amount of gold which is more or less than the amount of gold which is required to be deposited with the Trust.

The Custodian's definitive records are prepared after the close of its business day. However, when issuing Baskets, the Trustee will rely on information reporting the amount of gold credited to the Trust's accounts which it receives from the Custodian during the business day and which is subject to correction during the preparation of the Custodian's definitive records after the close of business. If the information relied upon by the Trustee is incorrect, the amount of gold actually received by the Trust may be more or less than the amount required to be deposited for the issuance of Baskets.

The Trust's obligation to reimburse the Purchaser and the Marketing Agent for certain liabilities in the event the Sponsor fails to indemnify the Purchaser or the Marketing Agent could adversely affect an investment in the Shares.

The Sponsor has agreed to indemnify the Purchaser and the Marketing Agent, their partners, directors and officers, and any person who controls the Purchaser or the Marketing Agent, and their respective successors and assigns, against any loss, damage, expense, liability or claim that may be incurred by the Purchaser and the Marketing Agent in connection with (1) any untrue statement or alleged untrue statement of a material fact contained in the registration statement of which this prospectus forms a part (including this prospectus, any preliminary prospectus, any prospectus supplement and any exhibits thereto) or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of a material fact made by the Sponsor with respect to any representations and warranties or any covenants under (A) the distribution agreement between the Sponsor and the Purchaser, dated                 , 2004 or (B) the Marketing Agent Agreement, or failure of the Sponsor to perform any agreement or covenant therein, (3) any untrue statement or alleged untrue statement of a material fact contained in any materials used in connection with the marketing of the Shares, (4) the third party allegations as described in "Legal Proceedings," and to contribute to payments that the Purchaser or the Marketing Agent may be required to make in respect thereof or (5) the Marketing Agent's performance of its duties under the Marketing Agent Agreement. The Trust has agreed to reimburse the Purchaser and the Marketing Agent in respect of any amounts due from the Sponsor arising under subsections (1), (2) and (3) of the preceding sentence to the extent the Sponsor has not paid such amounts directly when due. In the event the Trust is required to pay any such amounts, the Trustee would be required to sell assets of the Trust to cover the amount of any such payment and the NAV of the Trust would be reduced accordingly, thus adversely affecting an investment in the Shares. For information about when the Trust's assets may be used to indemnify (1) the Sponsor or the Trustee, see "Description of the Trust Indenture," and (2) the Custodian, see "Description of the Custody Agreements."

Competing claims over ownership of intellectual property rights related to the Trust could adversely affect the Trust and an investment in the Shares.

While the Sponsor believes that all intellectual property rights needed to operate the Trust are owned by or licensed to the Sponsor or the WGC or have been obtained, third parties may allege or assert ownership of intellectual property rights which may be related to the design, structure and operations of the Trust. To the extent any claims of such ownership are brought or any proceedings are instituted to assert such claims, the negotiation, litigation or settlement of such claims, or the ultimate disposition of such claims in a court of law if a suit is brought, may adversely affect the Trust and an investment in the Shares, for example, resulting in expenses or damages or the termination of the Trust. See "Legal Proceedings."

13

Use of Proceeds

Proceeds received by the Trust from the issuance and sale of Baskets, including the Seed Baskets and the Underwritten Shares (which are described on the front page of this prospectus), will consist of gold deposits and, possibly from time to time, cash. Pursuant to the Trust Indenture, during the life of the Trust such proceeds will only be (1) held by the Trust, (2) distributed to Authorized Participants in connection with the redemption of Baskets or (3) disbursed or sold as needed to pay the Trust's ongoing expenses.

14

Overview of the Gold Industry

HOW GOLD TRAVELS FROM THE MINE TO THE CUSTOMER

The following is a general description of the typical path gold takes from the mine to the customer. Individual paths may vary at several stages in the process from the following description.

Gold, a naturally occurring mineral element, is found in ore deposits throughout the world. Ore containing gold is first either dug from the surface or blasted from the rock face underground. Mined ore is hauled to a processing plant, where it is crushed or milled. Crushed or milled ore is then concentrated in order to separate out the coarser gold and heavy mineral particles from the remaining parts of the ore. Gold is extracted from these ore concentrates by a number of processes and, once extracted, is then smelted to a gold-rich doré (generally a mixture of gold and silver) and cast into bars. Smelting, in its simplest definition, is the melting of ores or concentrates with a reagent which results in the separation of gold from impurities.

The doré goes through a series of refining processes to upgrade it to a purity and format that is acceptable in the market place. Refining can take a number of different forms, according to the type of ore being treated. The doré is refined to a purity of 99.5% or higher. The most common international standard of purity is the standard established by the London Good Delivery Standards, described in "Operation of the Gold Bullion Market — The London Bullion Market."

The gold mining company pays the refinery a fee, and then sells the bars to a bullion dealer. In some cases, the refinery may buy the gold from the mining company, thus effectively operating as a bullion dealer. Bullion dealers in turn sell the gold to manufacturers of jewelry or industrial products containing gold. Both the sale by the mine and the purchase by the manufacturer will frequently be priced with reference to the London gold price fix, which is widely used as the price benchmark for international gold transactions.

Some gold mining companies sell forward their gold to a bullion dealer in order to lock in cash-flow for revenue management purposes. The price they receive on delivery of the gold will be that which was agreed to at the time of the initial transaction, equivalent to the spot price plus the interest accrued up until the date of delivery.

Once a manufacturer of jewelry or industrial products has taken delivery of the purchased gold, the manufacturer fabricates it and sells the fabricated product to the customer. This is the typical pattern in many parts of the developing world. In some countries, especially in the industrialized world, bullion dealers will consign gold out to a manufacturer. In these cases, the gold will be stored in a secured vault on the premises of the manufacturer, who will use these consignment stocks for fabrication into products as needed. The actual sale of the gold from the bullion dealer to the manufacturer only takes place at the time the manufacturer sells the product, either to a distributor, a retailer or the customer.

In some cases, the manufacturer may, often for cost reasons, ship the gold to another country for fabrication into products. The fabricated products may then be returned to the manufacturer's country of business for onward sale, or shipped to a third country for sale to the customer.

GOLD SUPPLY AND DEMAND

Gold is a physical asset that is accumulated, rather than consumed. As a result, virtually all the gold that has ever been mined still exists today in one form or another. Gold Survey 2004, a publication of Gold Fields Mineral Services Ltd. (GFMS), an independent precious metals research organization based in London, estimates that existing above-ground stocks of gold amounted to 150,500 tonnes (approximately 4.7 billion ounces) at the end of 2003. These stocks have increased by approximately 2.0% per year on average for the 10 years ending December 2003. When used in this prospectus, "tonne" refers to one metric tonne, which is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.

Existing stocks may be broadly divided into two categories based on the primary reason for the purchase or holding of the gold:

15

Overview of the Gold Industry

• Gold purchased or held as a store of value or monetary asset; and

• Gold purchased or held as a raw material or commodity.

The first category, gold held as a store of value or monetary asset, includes the 33,160 tonnes of gold that is estimated to be owned by the official sector (central banks, other governmental agencies and multi-lateral institutions such as the International Monetary Fund). An estimated 3,960 tonnes of this gold has already been mobilized into the market and fabricated into gold products. This reduces to 29,200 tonnes (19.4% of the estimated total) the total that could theoretically become available in the unlikely event that all official sector holdings were liquidated. The 23,600 tonnes of gold (15.7% of the estimated total) in the hands of private investors also falls into this first category. While much of the gold in this category exists in bullion form and, in theory, could be mobilized and made available to the market, there are currently no indications that a significantly greater amount of gold will be mobilized in the near future than has been mobilized in recent years.

The second category, gold held as a raw material or commodity, includes the 76,800 tonnes of gold (51.0% of the estimated total) that has been manufactured into jewelry. As all gold jewelry exists as fabricated products, the jewelry would need to be remelted and transformed into bullion bars before being mobilized into the market in an acceptable form. While adornment is the primary motivation behind purchases of gold jewelry in the industrialized world, much of the jewelry in the developing world has an additional store of value element, with this jewelry being held, at least in part, as a means of savings. As this jewelry in the developing world tends to be of higher purity, the price of an item of jewelry is more closely correlated with the value of the gold contained in it than is the case in the industrialized world. As a result, this jewelry is more susceptible to recycling. Recycled jewelry, primarily from the developing world, is the largest single component of annual gold scrap supply, which has averaged 733 tonnes annually over the last 10 years.

The second category also includes the 17,300 tonnes of gold (11.5% of the estimated total) that has been manufactured or incorporated into industrial products. Similar to jewelry, this gold would need to be recovered from the industrial products and then remelted and recast into bars before it could be mobilized into the market. Small quantities of remelted gold from industrial products come onto the market each year.

Approximately 3,600 tonnes of above-ground stocks (2.4% of the estimated total) is unaccounted for.

World Gold Supply and Demand (1994 – 2003)

The following table sets forth a summary of the world gold supply and demand for the last 10 years and is based on information reported in the GFMS Gold Survey 2004.

Supply				1994				1995				1996				1997				1998				1999				2000				2001				2002				2003
																				(tonnes)
Mine production					2,285				2,291				2,375				2,493				2,542				2,574				2,591				2,621				2,590				2,593
Old gold scrap					621				631				644				626				1,099				608				610				708				836				943
Official sector sales					130				167				279				326				363				477				479				527				545				606
Net producer hedging					105				475				142				504				97				506				(15	)			(151	)			(437	)			(310	)
Total Reported Supply					3,141				3,565				3,440				3,949				4,102				4,165				3,665				3,705				3,534				3,832
Demand
Gold fabrication in carat jewelry					2,640				2,812				2,856				3,311				3,182				3,148				3,222				3,026				2,680				2,533
Gold fabrication in electronics					187				204				207				235				226				248				282				200				209				238
Gold fabrication in dentistry					64				67				68				70				64				66				69				69				69				67
Gold fabrication in other industrial and decorative applications					104				110				113				115				104				99				99				97				82				80
Retail investment					349				465				298				492				336				446				335				359				373				314
Total Reported Demand					3,344				3,657				3,541				4,223				3,912				4,007				4,007				3,749				3,413				3,232
Supply Less Demand1					(203	)			(93	)			(102	)			(275	)			190				158				(342	)			(44	)			122				600

(1) This is the residual from combining all the other data in the table. This residual results from the fact that there is no reliable methodology for measuring all elements of gold supply and demand. It includes net institutional investment, movements in stocks and other elements, together with any residual error.

16

Overview of the Gold Industry

SOURCES OF GOLD SUPPLY

Sources of gold supply include both mine production and the recycling or mobilizing of existing above-ground stocks. The largest portion of gold supplied into the market annually is from gold mine production. The second largest source of annual gold supply is from old scrap, which is gold that has been recovered from jewelry and other fabricated products and converted back into marketable gold. Official sector sales have outstripped purchases since 1989, creating additional net supply of gold into the marketplace. Net producer hedging accelerates the sale of physical gold and can therefore impact, positively or negatively, supply in a given year.

Mine production

Mine production includes gold produced from primary deposits and from secondary deposits where the gold is recovered as a by-product metal from other mining activities.

Mine production is derived from more than 900 separate operations on all continents of the world, except Antarctica. Any disruption to production in any one locality is unlikely to affect a significant number of these operations simultaneously. Such potential disruption is unlikely to have a material impact on the overall level of global mine production, and therefore equally unlikely to have a noticeable impact on the gold price.

In the unlikely event of significant disruptions to production occurring simultaneously at a large number of individual mines, any impact on the price of gold would likely be short-lived. Historically, any sudden and significant rise in the price of gold has been followed by a reduction in physical demand which lasts until the period of unusual volatility is past. Gold price increases also tend to lead to an increase in the levels of recycled scrap used for gold supply. Both of these factors have tended to limit the extent and duration of upward movements in the price of gold.

Since 1984, the amount of new gold that is mined each year has been substantially lower than the level of physical demand. For example, during the five years from 1999 to 2003, new mine production only satisfied 70% of the total demand for fabrication and retail investment. The shortfall in total supply has been met by additional supplies from existing above-ground stocks, predominantly coming from the recycling of fabricated gold products, official sector sales and net producer hedging.

Old gold scrap

Gold scrap is gold that has been recovered from fabricated products, melted, refined and cast into bullions bars for subsequent resale into the gold market. The predominant source of gold scrap is recycled jewelry. This predominance is largely a function of price and economic circumstances. The 1998 peak in gold scrap supply can be attributed to the concurrent collapse of many of the East Asian currencies, which began with the Thai Baht in July 1997, leading to price-driven and distress related selling.

Official sector sales

Historically, central banks have retained gold as a strategic reserve asset. However, since 1989 the official sector has been a net seller of gold to the private sector, supplying an average of 379 tonnes per year from 1989 to 2003 inclusive. This has resulted in net movements of gold from the official to the private sector. Owing to the prominence given by market commentators to this activity and the size of official sector gold holdings, this area has been one of the more visible sources of supply. The official sector will continue to play an important role in the dynamics of the gold market.

The Central Bank Gold Agreement, also known as the Washington Agreement on Gold or "WAG," announced during the International Monetary Fund meetings in Washington, DC on September 26, 1999, is a voluntary agreement among key central banks to clarify their intentions with respect to their gold holdings. The signatories to the agreement were the European Central Bank and 14 other central banks. These institutions agreed not to enter the gold market as sellers except for already decided sales, which were to be achieved through a five year program that limited annual sales to approximately 400

17

Overview of the Gold Industry

tonnes and total sales over the period to 2,000 tonnes. The signatories further agreed not to expand their use of gold lending and derivatives over the period. The European Central Bank announced in March 2004 that the agreement would be extended for a further five-year period starting on September 27, 2004. The new agreement is similar to the existing agreement, although the ceiling for gold sales is 25% higher and the Bank of Greece replaces the Bank of England as a signatory to the agreement. UK Treasury indicated at the time of the announcement of the new agreement that the UK government had no plans to sell gold from its reserves and therefore would not participate in the new agreement. As before, the new agreement will be reviewed after five years.

The following chart shows the reported gold holdings in the official sector at December 2003.

(1) The Euro Area comprises the following countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal, and Spain, plus the European Central Bank from January 1999 when the European Economic and Monetary Union was implemented.

Net producer hedging

Net producer hedging creates incremental supply in the market by accelerating the timing of the sale of gold. A mining company wishing to protect itself from the risk of a decline in the gold price may elect to sell some or all of its anticipated production for delivery at a future date. A bullion dealer accepting such a transaction will finance it by borrowing an equivalent quantity of gold (typically from a central bank), which is immediately sold into the market. The bullion dealer then invests the cash proceeds from that sale of gold and uses the yield on these investments to pay the gold mining company the contango (i.e., the premium available on gold for future delivery). When the mining company delivers the gold it has contracted to sell to the bullion dealer, the dealer returns the gold to the central bank that lent it, or rolls the loan forward in order to finance similar transactions in the future. While over time hedging transactions involve no net increase in the supply of gold to the market, they do accelerate the timing of the sale of the gold, which has an impact on the balance between supply and demand at the time. Since 2000, there has been an annual net reduction in the volume of outstanding producer hedges that has reduced supply.

18

Overview of the Gold Industry

The following illustration details a typical hedging transaction (numbering indicates sequential timing).

SOURCES OF GOLD DEMAND

As reported by published statistics, the demand for gold amounted to less than 3.0% of total above ground stocks in 2003. Demand for gold is driven primarily by demand for jewelry, which is used for adornment and, in much of the developing world, also as an investment. Retail investment and industrial applications represent increasingly important, though relatively small, components of overall demand. Retail investment is measured as customer purchases of bars and coins. Gold bonding wire and gold plated contacts and connectors are the two most frequent uses of gold in industrial applications.

Gold demand is widely dispersed throughout virtually all countries in the world. While there are seasonal fluctuations in the levels of demand for gold (especially jewelry) in many countries, variations in the timing of such fluctuations in different countries mean that seasonal changes in demand do not have a significant impact on the global gold price.

Jewelry

The primary source of gold demand is gold jewelry. The motivation for jewelry purchases differs in various regions of the world. In the industrialized world, gold jewelry tends to be purchased purely for adornment purposes, while gold's attributes as a store of value and a means of saving provide an additional motivation for jewelry purchases in much of the developing world. Price and economic factors, such as available wealth and disposable income, are the primary factors in jewelry demand. Jewelry purchased purely for adornment purposes is generally of lower caratage or purity, with design input and improved finishes accounting for a substantial portion of the purchase price. In those parts of the world where the additional motivation of savings or investment applies to the purchase of jewelry, which are mainly in Asia, the Indian subcontinent and the Middle East, gold jewelry is generally of higher caratage, and the purchase price more closely reflects the value of the gold contained in each item.

Electronics, dentistry and other industrial and decorative applications

Gold bonding wire and gold plated contacts and connectors are the two most frequent uses of gold in electronics. Other uses include high-melting point gold alloy solders and gold thick film pastes for hybrid circuits. In conservative and restorative dentistry, gold is generally used alloyed with other noble metals and with base metals, for inlay and onlay fillings, crown and bridgework and porcelain veneered restorations. Increasingly, pure gold electroforming is being used for dental repairs. Other industrial applications of gold include the use of thin gold coatings on table and enamel ware for decorative

19

Overview of the Gold Industry

purposes and on glasses used in the construction and aerospace industries to reflect infra-red rays. Small quantities are also used in various pharmaceutical applications, including the treatment of arthritis, and in medical implants. Future applications for gold catalysts are in pollution control, clean energy generation and fuel cell technology. In addition, work is under way on the use of gold in cancer treatment.

Retail investment

Retail investment demand covers coins and bars meeting the standards for investment gold adopted by the European Union, extended to include medallions of no less than 99% purity, and bars or coins which are likely to be worn as jewelry in certain countries. Retail investment is measured as net purchases by the ultimate customer.

20

Operation of the Gold Bullion Market

The global trade in gold consists of Over-the-Counter (OTC) transactions in spot, forwards, and options and other derivatives, together with exchange-traded futures and options.

GLOBAL OVER-THE-COUNTER MARKET

The OTC market trades on a 24-hour per day continuous basis and accounts for most global gold trading.

Market makers, as well as others in the OTC market, trade with each other and with their clients on a principal-to-principal basis. All risks and issues of credit are between the parties directly involved in the transaction. Market makers include the eight market-making members of the LBMA, the trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in the London bullion market.The eight market-making members of the LBMA are: Barclays Bank Plc, Deutsche Bank AG, HSBC Bank USA, N.A. (through its London branch), J. Aron and Company (UK) (a division of Goldman Sachs), JPMorgan Chase Bank, ScotiaMocatta (a division of the Bank of Nova Scotia), Société Générale, and UBS AG. The OTC market provides a relatively flexible market in terms of quotes, price, size, destinations for delivery and other factors. Bullion dealers customize transactions to meet clients' requirements. The OTC market has no formal structure and no open-outcry meeting place.

The main centers of the OTC market are London, New York and Zurich. Mining companies, central banks, manufacturers of jewelry and industrial products, together with investors and speculators, tend to transact their business through one of these market centers. Centers such as Dubai and several cities in the Far East also transact substantial OTC market business, typically involving jewelry and small bars (1 kilogram or less). Bullion dealers have offices around the world and most of the world's major bullion dealers are either members or associate members of the LBMA. Of the eight market-making members of the LBMA, five offer clearing services. There are a further 51 full members, plus a number of associate members around the world. The number of LBMA market-making, clearing and full members reported in this prospectus are as of July 23, 2004. These numbers may change from time to time as new members are added and existing members drop out.

In the OTC market, the standard size of gold trades between market makers ranges between 5,000 and 10,000 ounces. Bid-offer spreads are typically 50 US cents per ounce. Certain dealers are willing to offer clients competitive prices for much larger volumes, including trades over 100,000 ounces, although this will vary according to the dealer, the client and market conditions, as transaction costs in the OTC market are negotiable between the parties and therefore vary widely. Cost indicators can be obtained from various information service providers as well as dealers.

Liquidity in the OTC market can vary from time to time during the course of the 24-hour trading day. Fluctuations in liquidity are reflected in adjustments to dealing spreads – the differential between a dealer's "buy" and "sell" prices. The period of greatest liquidity in the gold market is typically that time of the day when trading in the European time zones overlaps with trading in the United States, which is when OTC market trading in London, New York and other centers coincides with futures and options trading on the COMEX division of the New York Mercantile Exchange. This period lasts for approximately four hours each New York business day morning.

THE LONDON BULLION MARKET

Although the market for physical gold is distributed globally, most OTC market trades are cleared through London. In addition to coordinating market activities, the LBMA acts as the principal point of contact between the market and its regulators. A primary function of the LBMA is its involvement in the promotion of refining standards by maintenance of the "London Good Delivery Lists," which are the lists of LBMA accredited melters and assayers of gold. The LBMA also coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation.

The term "loco London" gold refers to gold physically held in London that meets the specifications for weight, dimensions, fineness (or purity), identifying marks (including the assay stamp of a LBMA

21

Operation of the Gold Bullion Market

acceptable refiner) and appearance set forth in "The Good Delivery Rules for Gold and Silver Bars" published by the LBMA. Gold bars meeting these requirements are described in this prospectus from time to time as "London Good Delivery Bars." The unit of trade in London is the troy ounce, whose conversion between grams is: 1,000 grams = 32.1507465 troy ounces and 1 troy ounce = 31.1034768 grams. A London Good Delivery Bar is acceptable for delivery in settlement of a transaction on the OTC market. Typically referred to as 400-ounce bars, a London Good Delivery Bar must contain between 350 and 430 fine troy ounces of gold, with a minimum fineness (or purity) of 995 parts per 1,000 (99.5%), be of good appearance and be easy to handle and stack. The fine gold content of a gold bar is calculated by multiplying the gross weight of the bar (expressed in units of 0.025 troy ounces) by the fineness of the bar. A London Good Delivery Bar must also bear the stamp of one of the melters and assayers who are on the LBMA approved list. Unless otherwise specified, the gold spot price always refers to that of a London Good Delivery Bar. Business is generally conducted over the phone and through electronic dealing systems.

Twice daily during London trading hours there is a fix which provides reference gold prices for that day's trading. Many long-term contracts will be priced on the basis of either the morning (AM) or afternoon (PM) London fix, and market participants will usually refer to one or the other of these prices when looking for a basis for valuations. The London fix is the most widely used benchmark for daily gold prices and is quoted by various financial information sources.

Formal participation in the London fix is traditionally limited to five members, each of which is a bullion dealer and a member of the LBMA. N M Rothschild & Sons Limited withdrew from participation in the London fix in April 2004 after acting as chairman since the inception of the fix more than 80 years ago. This prompted some changes in the process which took effect from May 2004. The chairmanship now rotates annually among the five member firms. Under this new arrangement, ScotiaMocatta (a division of the Bank of Nova Scotia), assumed the chairmanship on May 5, 2004, for a period of twelve months. With effect from the same date, the fix has taken place by telephone and the five member firms no longer meet face-to-face as was previously the case. The morning session of the fix starts at 10:30 AM London time and the afternoon session starts at 3:00 PM London time. The other members of the gold fixing are currently Deutsche Bank AG, HSBC Bank USA, N.A., Société Générale and Barclays Bank plc. Barclays Bank plc bought the N M Rothschild Limited's seat on the London fix for an undisclosed sum. Any other market participant wishing to participate in the trading on the fix is required to do so through one of the five gold fixing members.

Clients place orders either with one of the five fixing members or with another bullion dealer who will then be in contact with a fixing member during the fixing. The fixing members net-off all orders when communicating their net interest at the fixing. The fix begins with the fixing chairman suggesting a "trying price," reflecting the market price prevailing at the opening of the fix. This is relayed by the fixing members to their dealing rooms which have direct communication with all interested parties. Any market participant may enter the fixing process at any time, or adjust or withdraw his order. The gold price is adjusted up or down until all the buy and sell orders are matched, at which time the price is declared fixed. All fixing orders are transacted on the basis of this fixed price, which is instantly relayed to the market through various media. The London fix is widely viewed as a full and fair representation of all market interest at the time of the fix.

FUTURES EXCHANGES

The most significant gold futures exchanges are the COMEX division of the New York Mercantile Exchange and the Tokyo Commodity Exchange (TOCOM). The COMEX division of the New York Mercantile Exchange is the largest exchange in the world for trading precious metals futures and options and has been trading gold since 1974. The TOCOM has been trading gold since 1982. Trading on these exchanges is based on fixed delivery dates and transaction sizes for the futures and options contracts traded. Trading costs are negotiable. As a matter of practice, only a small percentage of the futures market turnover ever comes to physical delivery of the gold represented by the contracts traded. Both exchanges permit trading on margin. Margin trading can add to the speculative risk involved given the potential for margin calls if the price moves against the contract holder. The COMEX division of the

22

Operation of the Gold Bullion Market

New York Mercantile Exchange operates through a central clearance system. On June 6, 2003, TOCOM adopted a similar clearance system. In each case, the exchange acts as a counterparty for each member for clearing purposes.

OTHER EXCHANGES

There are other gold exchange markets, such as the Istanbul Gold Exchange (trading gold since 1995), the Shanghai Gold Exchange (trading gold since October 2002) and the Hong Kong Chinese Gold & Silver Exchange Society (trading gold since 1918).

MARKET REGULATION

The global gold markets are overseen and regulated by both governmental and self-regulatory organizations. In addition, certain trade associations have established rules and protocols for market practices and participants. In the United Kingdom, responsibility for the regulation of the financial market participants, including the major participating members of the LBMA, falls under the authority of the Financial Services Authority (FSA) as provided by the Financial Services and Markets Act 2000 (FSM Act). Under this act, all UK-based banks, together with other investment firms, are subject to a range of requirements, including fitness and properness, capital adequacy, liquidity, and systems and controls.

The FSA is responsible for regulating investment products, including derivatives, and those who deal in investment products. Regulation of spot, commercial forwards, and deposits of gold and silver not covered by the FSM Act is provided for by The London Code of Conduct for Non-Investment Products, which was established by market participants in conjunction with the Bank of England.

Participants in the US OTC market for gold are generally regulated by the market regulators which regulate their activities in the other markets in which they operate. For example, participating banks are regulated by the banking authorities. In the United States, Congress created the CFTC in 1974 as an independent agency with the mandate to regulate commodity futures and option markets in the United States. The CFTC regulates market participants and has established rules designed to prevent market manipulation, abusive trade practices and fraud. The CFTC requires that any trader holding an open position of more than 200 lots (i.e. 20,000 ounces) in any one contract month on the COMEX division of the New York Mercantile Exchange must declare his or her identity, the nature of his or her business (hedging, speculative, etc.) and the existence and size of his or her positions.

The TOCOM has authority to perform financial and operational surveillance on its members' trading activities, scrutinize positions held by members and large-scale customers, and monitor the price movements of futures markets by comparing them with cash and other derivative markets' prices. To act as a Futures Commission Merchant Broker, a broker must obtain a license from Japan's Ministry of Economy, Trade and Industry (METI), the regulatory authority that oversees the operations of the TOCOM.

23

Analysis of Movements in the Price of Gold

As movements in the price of gold are expected to directly affect the price of the Shares, investors should understand what the recent movements in the price of gold have been. Investors, however, should also be aware that past movements in the gold price are not indicators of future movements. This section of the prospectus identifies recent trends in the movements of the gold price and discusses some of the important events which have influenced these movements.

The following chart provides historical background on the price of gold. The chart illustrates movements in the price of gold in US dollars per ounce over the period from January 1971 to June 30, 2004, and is based on the London PM Fix.

The following chart illustrates the movements in the price of gold in US dollars per ounce over the period from January 1999 to June 30, 2004, and is based on the London PM Fix. This period corresponds to the boxed portion of the above chart.

24

Analysis of Movements in the Price of Gold

After reaching a 20-year low of $252.80 per ounce at the London PM Fix on July 20, 1999, the gold price gradually increased. The average gold price for 2002 was $309.68 per ounce, with a low of $277.75 and a high of $349.30. For 2003, the average gold price was $363.32 per ounce, with a low of $319.90 and a high of $416.25. In the first six months of 2004, the gold price ranged between a high of $427.25 on April 1, 2004 and a low of $375.00 on May 10, 2004.

The initial reason for the market's turnaround during 1999 was the strong rise in physical demand, notably in price sensitive markets such as China, Egypt, India and Japan. The sharp gold price rise in September 1999 was largely a reflection of the Central Bank Gold Agreement, which removed an important element of uncertainty from the market and led not just to renewed professional interest in the market but also to short-covering purchases. The Central Bank Gold Agreement underpinned improved sentiment in the longer term (fears over official sector sales had been a key element to negative sentiment across the market in the latter part of the 1990s).

Despite the Central Bank Gold Agreement, a number of factors led to the gold price resuming a downward trend in 2000. These included renewed strength in the dollar (gold is often perceived as a dollar hedge), strong global economic growth, low inflation and, for much of the year, buoyant stock markets in the United States and other key countries. This downward price trend persisted into the early part of 2001. At this time the gold price once again appeared to be approaching $250 per ounce but, as before, strong physical demand from price sensitive markets such as India again countered the downward trend.

Sentiment in the gold market started to change in early 2001, and the gold price has shown an upward trend since March of that year. A rapid economic slowdown occurred in the world economy, while stock markets in the United States and other key countries were falling. There was an end to the significant disinvestment in gold in Europe and North America that had affected gold prices during 2000. In addition, the rapid sequence of interest rate cuts in the United States reduced the risk/reward ratio that had previously been enjoyed by speculators who had been trading in the gold market from the short side (i.e., selling forward or futures with a view to buying back at a lower price). Lower interest rates reduced the contango (i.e., the premium available on gold for future delivery) available and this, combined with steady prices, meant that such trades became increasingly unattractive. After the first quarter of 2001, some mining companies started to reduce their hedge books, reducing the amount of gold coming onto the market. Political uncertainties and the continuing economic downturn after the attacks of September 11, 2001 added to demand for gold investments.

The continuation of the upward price trend during the years 2002, 2003 and the first half of 2004 reflected external issues such as the decline in the US dollar relative to other currencies, volatility in equity markets, doubts over global economic recovery other than in China and East Asia, concern over corporate governance issues, and growing political tension, including the rise in terrorism. Developments internal to the gold market such as rising investment demand, the announcement of the renewed Central Bank Gold Agreement, and the continued reduction in forward selling by mining companies also played an important role.

25

Business of the Trust

The investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the Trust's expenses. The Sponsor believes that, for many investors, the Shares will represent a cost effective investment relative to traditional means of investing in gold. As the value of the Shares is tied to the value of the gold held by the Trust, it is important in understanding the investment attributes of the Shares to first understand the investment attributes of gold.

THE CASE FOR INVESTING IN GOLD

All forms of investment carry some degree of risk. In addition, the Shares have certain unique risks, as described in "Risk Factors" starting on page 7. Holding gold directly also has risks. However, including gold in a well-balanced portfolio can help diversify risk.

Gold's ability to serve as a portfolio diversifier is due to its historically low-to-negative correlation with stocks and bonds. The economic forces that determine the price of gold are different from the forces that determine the prices of most financial assets. For example, the price of a stock often depends on the earnings or growth potential of the issuing company or the confidence investors have in its management. The price of a bond depends primarily on its credit rating, its yield and the yields of competing fixed income investments. The price of gold, however, depends on different factors, including the supply and demand for gold, the strength or weakness of the US dollar, the rate of inflation and interest rates and the current political environment. Gold does not depend on a promise to pay on the part of any government or corporation, as is the case with investments in money market instruments as well as in the corporate and government bond markets. Gold is not directly affected by the economic policies of any individual country and cannot be repudiated, as is the case with paper assets. Gold is not subject to the risk of default or bankruptcy. Gold cannot be created at will as can paper-backed assets.

Some of gold's investment attributes are shared with traditional portfolio diversifiers, which include non-US equities, emerging markets securities, real estate investment trusts, and domestic and foreign bonds. However, over the last ten years, gold is the only one of these diversifiers that has been negatively correlated with the Standard & Poor's 500 Index, which is widely regarded as the standard for measuring the stock market performance of large capitalized US companies. In the search for effective diversification, investors have begun to turn to a variety of non-traditional diversifiers. These non-traditional diversifiers include hedge and private equity funds, commodities, timber and forestry, fine art and collectibles. Gold has one or more of the following advantages over each of these non-traditional diversifiers: greater liquidity, lower risk and lower management and holding costs.

STRATEGY BEHIND THE SHARES

The Shares are intended to offer investors a new and different opportunity to participate in the gold market through an investment in securities. Certain pension funds and mutual funds which have not been able to participate in the gold market are expected to be able to purchase and hold the Shares. Historically, the logistics of buying, storing and insuring gold have constituted a barrier to entry for institutional and retail investors alike. The offering of the Shares is intended to overcome these barriers to entry. The logistics of storing and insuring gold are dealt with by the Custodian and the related expenses are built into the price of the Shares. Therefore, the investor does not have any additional tasks or costs over and above those associated with dealing in any other publicly traded security.

26

Business of the Trust

The Shares are intended to provide institutional and retail investors with a simple and cost efficient means of gaining investment benefits similar to those of holding gold bullion. The Shares offer an investment that is:

• Easily Accessible.    Investors can access the gold market through a traditional brokerage account. The Sponsor believes that investors will be able to more effectively implement strategic and tactical asset allocation strategies that use gold by using the Shares instead of using the traditional means of purchasing, trading and holding gold.

• Relatively Cost Efficient.    The Sponsor believes that, for many investors, transaction costs related to the Shares will be lower than those associated with the purchase, storage and insurance of physical gold.

• Exchange Traded.    The Shares are expected to trade on the NYSE, providing investors with an efficient means to implement various investment strategies. Upon effectiveness of the registration statement of which this prospectus is a part, the Shares will be eligible for margin accounts.

• Transparent.    The Shares will be backed by the assets of the Trust and the Trust will not hold or employ any derivative securities. Further, the value of the Trust's holdings will be reported on the Trust's website daily.

SECONDARY MARKET TRADING

While the Trust's investment objective is for the Shares to reflect the performance of gold bullion, less the expenses of the Trust, the Shares may trade in the secondary market on the NYSE at prices that are lower or higher relative to their NAV per Share. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between the COMEX division of the New York Mercantile Exchange and the NYSE. While the Shares will trade on the NYSE until 4:15 PM New York time, liquidity in the global gold market will be reduced after the close of the COMEX division of the New York Mercantile Exchange at 1:30 PM New York time. As a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may widen.

LICENSE AGREEMENT

In connection with the settlement of a lawsuit between the WGC, WGTS and BNY concerning the ownership of certain intellectual property related to the Trust and BNY's contractual entitlement to act as the trustee of the Trust, BNY has agreed to serve as the trustee of the Trust. In addition, while the WGC and WGTS do not agree that BNY owns any of the intellectual property involved with the Trust, the WGC and WGTS have entered into a license agreement with BNY under which BNY grants to the WGC and WGTS a perpetual, world-wide, non-exclusive, non-transferable license under BNY's patents and patent applications that cover securitized gold products solely for the purpose of establishing, operating and marketing any securitized gold financial product that is sold, sponsored or issued by the WGC or WGTS. Also under the license agreement, the WGC and WGTS grant to BNY a perpetual, world-wide, non-exclusive, non-transferable license under their patents, patent applications and other intellectual property rights solely for the purpose of establishing, operating and marketing financial products involving the securitization of any commodity, including gold.

FEE REDUCTION

Under the Trust Indenture, for the period ending seven years from the date of the Trust Indenture or upon the earlier termination of the Marketing Agent Agreement, if at the end of any month during such period the estimated ordinary expenses of the Trust exceed an amount equal to 0.40% per annum of the daily ANAV of the Trust for such month, the fees payable to the Sponsor and the Marketing Agent from the assets of the Trust for such month will be reduced by the amount of such excess in equal shares up to the amount of their fees. Upon the end of the seven year period or the earlier termination of the Marketing Agent Agreement, the fee reduction will expire. See "Risk Factors — When the fee reduction provided under the Trust Indenture terminates . . ."

27

Business of the Trust

TRUST EXPENSES

The Trustee will sell gold as needed to pay the expenses of the Trust, as described below. The Trust's estimated ordinary operating expenses are accrued daily and are reflected in the NAV of the Trust. The ordinary operating expenses of the Trust include (1) fees paid to the Sponsor, (2) fees paid to the Trustee, (3) fees paid to the Custodian, (4) fees paid to the Marketing Agent and (5) various Trust administration fees, including printing and mailing costs, legal and audit fees, registration fees and NYSE listing fees. The Sponsor will pay the costs of the Trust's organization and the initial sale of the Shares, including the applicable SEC registration fees.

As described in "Business of the Trust — Fee Reduction," for the period ending seven years from the date of the Trust Indenture or upon the earlier termination of the Marketing Agent Agreement, if at the end of any month during such period the estimated ordinary expenses of the Trust exceed an amount equal to 0.40% per annum of the daily ANAV of the Trust for such month, the fees payable to the Sponsor and the Marketing Agent from the assets of the Trust for such month will be reduced by the amount of such excess in equal shares up to the amount of their fees. For details on the calculation of the ANAV of the Trust, see "Description of the Trust Indenture — Valuation of Gold, Definition of Net Asset Value and Adjusted Net Asset Value."

Fees are paid to the Sponsor as compensation for services performed under the Trust Indenture and for services performed in connection with maintaining the Trust's website and marketing the Shares. The Sponsor's fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.15% of the ANAV of the Trust, subject to reduction as described above. The Sponsor will receive reimbursement from the Trust for all of its disbursements and expenses incurred in connection with the Trust.

Fees are paid to the Trustee as compensation for services performed under the Trust Indenture. The Trustee's fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.02% of the ANAV of the Trust, subject to a minimum fee of $500,000 and a maximum fee of $2 million per year. The Trustee's fee is subject to modification as determined by the Trustee and the Sponsor in good faith to account for significant changes in the Trust's administration or the Trustee's duties. The Trustee will charge the Trust for its expenses and disbursements incurred in connection with the Trust (including the expenses of the Custodian paid by the Trustee), exclusive of fees of agents for services to be performed by the Trustee, and for any extraordinary services performed by the Trustee for the Trust.

Fees are paid to the Custodian under the Allocated Bullion Account Agreement as compensation for its custody services. Under the Allocated Bullion Account Agreement, the Custodian is entitled to a fee that is accrued daily at an annual rate equal to 0.10% of the average daily aggregate value of the gold held in the Trust's allocated gold account (Trust Allocated Account) and the Trust's unallocated gold account (Trust Unallocated Account), payable in monthly installments in arrears. The Custodian does not receive a fee under the Unallocated Bullion Account Agreement.

Fees are paid to the Marketing Agent by the Trustee from the assets of the Trust as compensation for services performed pursuant to the agreement among the Sponsor, the Trustee on behalf of the Trust and the Marketing Agent (Marketing Agent Agreement). The Marketing Agent's fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.15% of the ANAV of the Trust, subject to reduction as described above.

The administration fees of the Trust are currently estimated to be approximately $437,000 per year. These estimated fees include the following: (1) legal fees of approximately $125,000 per year, (2) audit fees of approximately $92,000 per year, (3) market data fees of approximately $15,000 per year, (4) NYSE fees of $5,000 in the first year and $2,000 per year afterwards, and (5) printing fees of approximately $200,000 per year. In addition, administration fees will include the SEC and National Association of Securities Dealers, Inc. (NASD) registration fees applicable to any future registration of additional Shares.

The Trustee will sell gold held by the Trust on an as-needed basis to pay the Trust's expenses. As a result, the amount of gold to be sold will vary from time to time depending on the level of the Trust's expenses and the market price of gold. Cash held by the Trustee will not bear any interest.

28

Business of the Trust

Shareholders do not have the option of choosing to pay their proportionate share of the Trust's expenses in lieu of having their share of expenses paid by the sale of the Trust's gold. Each sale of gold by the Trust will be a taxable event to Shareholders. See "United States Federal Tax Consequences — Taxation of US Shareholders."

Pro Forma Impact of Trust Expenses

Each time the Trust's gold is sold to pay the Trust's expenses, the amount of gold represented by each outstanding Share will be reduced. This is true even if additional Shares are issued in exchange for additional deposits of gold into the Trust, as the amount of gold required to create Shares will proportionately reflect the amount of gold represented by the Shares outstanding at the time an order to create Shares is placed.

The following table demonstrates the impact of the Trust's anticipated ordinary operating expenses on the NAV of the Trust over a five-year period, based on the following assumptions: (1) a beginning NAV of $1,453 million, based on 40 million Shares issued in exchange for 4 million ounces of gold at a price of $363.23 per ounce, the average London PM Fix price in calendar year 2003; (2) no creations or redemptions of Baskets over the five-year period; and (3) the Trust's aggregate annual expenses do not exceed an amount equal to 0.70% per annum of the daily ANAV of the Trust (the maximum amount of aggregate annual expenses of the Trust which will be reduced by the application of the fee reduction to an amount equal to 0.40% per annum of the daily ANAV of the Trust). The Trust may incur costs of extraordinary services and other expenses not reflected in this table. See "Description of the Trust Indenture — Expenses of the Trust — Other expenses." These extraordinary expenses include amounts required to be paid from the Trust for the indemnification of the Purchaser to the extent such indemnification is not made by the Sponsor as described under "Risk Factors — The Trust's obligation to reimburse the Purchaser for certain liabilities in the event the Sponsor fails to indemnify the Purchaser could adversely affect an investment in the Shares."

The Sponsor will not as a matter of course make public projections as to future results of the Trust. However, as the Trust currently has no operating history, the Sponsor has prepared the pro forma information set forth below to illustrate the impact of the Trust's anticipated ordinary operating expenses on the NAV of the Trust and the impact of increases and decreases in the gold price on the NAV of the Trust, based on the identified assumptions and qualifications. The below pro forma information was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the Sponsor's view, was prepared on a reasonable basis. This pro forma information is not fact and should not be relied upon as being necessarily indicative of future results, and you are cautioned not to place undue reliance on this information.

Neither the Trust's independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the pro forma information contained in this prospectus, nor have they expressed any opinion or any other form of assurance on this information or its achievability, and assume no responsibility for, and disclaim any association with, this information.

29

Business of the Trust

Calculation of NAV: Assuming a Constant Gold Price

				Year
				1				2				3				4				5
				(thousands, except per share and per ounce)
Beginning Statistics:
Gold price per ounce1				$	363.23			$	363.23			$	363.23			$	363.23			$	363.23
Shares					40,000				40,000				40,000				40,000				40,000
Ounces					4,000				3,984				3,968				3,952				3,936
Ounces per Share					0.1000				0.0996				0.0992				0.0988				0.0984
NAV2				$	1,452,920			$	1,447,110			$	1,441,323			$	1,435,559			$	1,429,819
NAV per Share2				$	36.32			$	36.18			$	36.03			$	35.89			$	35.75
Adjusted NAV3				$	1,452,483			$	1,446,673			$	1,440,886			$	1,435,122			$	1,429,382
Annual Expenses4:
Ordinary operating expenses				$	5,810			$	5,787			$	5,764			$	5,741			$	5,718
% Daily ANAV					0.40	%			0.40	%			0.40	%			0.40	%			0.40	%
Ounces of gold sold					16.00				15.93				15.87				15.80				15.74
Ending Statistics:
Gold price per ounce1				$	363.23			$	363.23			$	363.23			$	363.23			$	363.23
Shares					40,000				40,000				40,000				40,000				40,000
Ounces					3,984				3,968				3,952				3,936				3,921
Ounces per Share					0.0996				0.0992				0.0988				0.0984				0.0980
NAV2				$	1,447,110			$	1,441,323			$	1,435,559			$	1,429,819			$	1,424,101
NAV per Share2				$	36.18			$	36.03			$	35.89			$	35.75			$	35.60

(1) Average London PM Fix price in calendar-year 2003.

(2) Assumes no accrued but unpaid expenses.

(3) Adjusted NAV = NAV less $437,000 of estimated annual administrative expenses.

(4) Assumes that the seven year fee reduction applicable to the fees which the Sponsor and the Marketing Agent receive from the assets of the Trust described in "Business of the Trust — Fee Reduction" is in effect for the full five year period and that the aggregate annual expenses of the Trust do not exceed an amount equal to 0.70% per annum of the daily ANAV of the Trust. See "Risk Factors — When the fee reduction provided under the Trust Indenture terminates . . ." Assumes average and end-period amounts of Trust assets.

The following table demonstrates the impact that increases and decreases in the price of gold will have on the NAV of the Trust. The table is based on the same assumptions and qualifications as the preceding table and on the additional assumption that the initial gold price of $363.23 per ounce (the average London PM Fix price in calendar year 2003) increases or decreases by 5.0% per year over the identified five-year period. The NAV per Share figures in the below table include the impact of the sales of gold identified in the preceding table.

Calculation of NAV: Assuming an Increasing and Decreasing Gold Price

				Year
Ending Statistics				1				2				3				4				5
Increasing Price Scenario:
Gold price per ounce				$	381.39			$	400.46			$	420.48			$	441.51			$	463.58
Year-on-year change					5.0	%			5.0	%			5.0	%			5.0	%			5.0	%
NAV per share				$	37.99			$	39.73			$	41.56			$	43.47			$	45.46
Decreasing Price Scenario:
Gold price per ounce				$	345.07			$	327.82			$	311.42			$	295.85			$	281.06
Year-on-year change					(5.0	%)			(5.0	%)			(5.0	%)			(5.0	%)			(5.0	%)
NAV per share				$	34.37			$	32.51			$	30.76			$	29.10			$	27.53

30

Description of the Trust

The Trust is an investment trust, formed on                         , 2004 under New York law pursuant to the Trust Indenture. The Trust holds gold and is expected from time to time to issue Baskets in exchange for deposits of gold and to distribute gold in connection with redemptions of Baskets. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the Trust's expenses. The Sponsor believes that, for many investors, the Shares will represent a cost effective investment relative to traditional means of investing in gold. The material terms of the Trust Indenture are discussed under "Description of the Trust Indenture." The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust. The Trust is not managed like a corporation or an active investment vehicle. The gold held by the Trust will only be sold: (1) on an as-needed basis to pay Trust expenses; (2) in the event the Trust terminates and liquidates its assets; or (3) as otherwise required by law or regulation. The sale of gold by the Trust is a taxable event to Shareholders. See "United States Federal Tax Consequences — Taxation of US Shareholders."

The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. The Trust will not hold or trade in commodity futures contracts regulated by the CEA, as administered by the CFTC. The Trust is not a commodity pool for purposes of the CEA, and none of the Sponsor, the Trustee or the Marketing Agent is subject to regulation as a commodity pool operator or a commodity trading adviser in connection with the Shares.

The Trust expects to create and redeem Shares from time to time but only in Baskets (a Basket equals a block of 100,000 Shares). The number of outstanding Shares is expected to increase and decrease from time to time as a result of the creation and redemption of Baskets. The creation and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of gold and any cash represented by the Baskets being created or redeemed. The total amount of gold and any cash required for the creation of Baskets will be based on the combined NAV of the number of Baskets being created or redeemed. The initial amount of gold required for deposit with the Trust to create Shares is 10,000 ounces per Basket. The number of ounces of gold required to create a Basket or to be delivered upon a redemption of a Basket will gradually decrease over time. This is because the Shares comprising a Basket will represent a decreasing amount of gold due to the sale of the Trust's gold to pay the Trust's expenses. Baskets may be created or redeemed only by Authorized Participants, who will pay a transaction fee for each order to create or redeem Baskets. Authorized Participants may sell to other investors all or part of the Shares included in the Baskets they purchase from the Trust. See "Plan of Distribution."

The Trustee will determine the NAV of the Trust on each day that the NYSE is open for regular trading, at the earlier of the London PM Fix for such day or 12:00 PM New York time. The NAV of the Trust is the aggregate value of the Trust's assets less its estimated accrued but unpaid liabilities (which include accrued expenses). In determining the Trust's NAV, the Trustee will value the gold held by the Trust based on the London PM Fix price for an ounce of gold. The Trustee will also determine the NAV per Share. If on a day when the Trust's NAV is being calculated the London PM Fix is not available or has not been announced by 12:00 PM New York time, the gold price from the next most recent London fix (AM or PM) will be used, unless the Trustee determines that such price is inappropriate to use.

The Trust's assets will consist of allocated gold bullion, gold credited to an unallocated gold account and, from time to time, cash, which will be used to pay expenses. Except for the transfer of gold in or out of the Trust Unallocated Account in connection with the creation or redemption of Baskets or upon a sale of gold to pay the Trust's expenses, it is anticipated that only a small amount of unallocated gold will be held in the Trust Unallocated Account. Cash held by the Trust will not generate any income. Each Share will represent a proportional interest, based on the total number of Shares outstanding, in the gold and any cash held by the Trust, less the Trust's liabilities (which include accrued but unpaid fees and expenses). The Sponsor expects that the secondary market trading price of the Shares will fluctuate over time in response to the price of gold. In addition, the Sponsor expects that the trading price of the Shares will reflect the estimated accrued but unpaid expenses of the Trust.

Investors may obtain on a 24-hour basis gold pricing information based on the spot price for an ounce of gold from various financial information service providers. Current spot prices are also generally available with bid/ask spreads from gold bullion dealers. In addition, the Trust's website will provide ongoing pricing information for gold spot prices and the Shares. Market prices for the Shares will be available

31

The Description of the Trust

from a variety of sources including brokerage firms, information websites and other information service providers. The NAV of the Trust will be published by the Sponsor on each day that the NYSE is open for regular trading and will be posted on the Trust's website.

The Trust has no fixed termination date and will terminate upon the occurence of a termination event listed in the Trust Indenture. See "Description of the Trust Indenture — Termination of the Trust."

32

The Sponsor

The Sponsor is a Delaware limited liability company and was formed on July 17, 2002. The Sponsor's office is located at 444 Madison Avenue, 3^rd Floor, New York, New York 10022. Under the Delaware Limited Liability Company Act and the governing documents of the Sponsor, the WGC, the sole member of the Sponsor, is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason of being the sole member of the Sponsor. The WGC's members have agreed to fund the ordinary operating expenses of the Sponsor, which include expenses associated with the marketing of the Shares, for the two year period beginning after the effectiveness of the Trust's registration statement and the listing of the Shares on the NYSE.

THE SPONSOR'S ROLE

The Sponsor is responsible for establishing the Trust and for the registration of the Shares. The Sponsor will generally oversee the performance of the Trustee and the Trust's principal service providers, but will not exercise day-to-day oversight over the Trustee or such service providers. The Sponsor will regularly communicate with the Trustee to monitor the overall performance of the Trust. The Sponsor, with assistance and support from the Trustee, will be responsible for preparing and filing periodic reports on behalf of the Trust with the SEC and will provide any required certification for such reports. The Sponsor will designate the independent certified public accountants of the Trust and may from time to time employ legal counsel for the Trust. In accordance with the Trust Indenture, to assist the Sponsor in marketing the Shares the Sponsor will enter into the Marketing Agent Agreement with the Marketing Agent and the Trust. The Sponsor may also from time to time employ other additional or successor marketing agents after such time as when the Marketing Agent Agreement is no longer in effect. The fees and expenses of the Marketing Agent and any additional or successor marketing agent will be paid by the Trustee from the assets of the Trust. See "The Marketing Agent" for more information about the Marketing Agent. The Sponsor will maintain a public website on behalf of the Trust, which will contain information about the Trust and the Shares, and will oversee certain Shareholder services, such as a call center and prospectus fulfillment.

The Sponsor may direct the Trustee, but only as provided in the Trust Indenture. For example, the Sponsor may direct the Trustee to sell the Trust's gold to pay expenses, to suspend a redemption order or postpone a redemption settlement date or to terminate the Trust if certain criteria are met. The Sponsor anticipates that if the NAV of the Trust is less than $350 million (as adjusted for inflation) at any time after the first anniversary of the Trust's inception that the Sponsor will, in accordance with the Trust Indenture, direct the Trustee to terminate and liquidate the Trust. The Sponsor may remove the Trustee and appoint a successor (1) if the Trustee commits certain willful bad acts in performing its duties or willfully disregards its duties, (2) if the Trustee acts in bad faith in performing its duties, (3) if the Trustee's creditworthiness has materially deteriorated or (4) if the Trustee's negligent acts or omissions have had a material adverse effect on the Trust or the interests of Shareholders and the Trustee has not cured the material adverse effect within a certain period of time and established that the material adverse effect will not recur. The Sponsor will remove the Trustee if the Trustee does not meet the qualifications for a trustee under the Trust Indenture. See "Description of the Trust Indenture — The Trustee — Resignation, discharge or removal of Trustee; successor trustees" for more information.

The Sponsor may direct the Trustee to employ one or more other custodians in addition to or in replacement of the Custodian, provided that the Sponsor may not direct the employment of an additional or successor custodian without the Trustee's consent if the employment would have a material adverse effect on the Trustee's ability to perform its duties. The Sponsor's approval is required for the Trustee to employ one or more other custodians selected by the Trustee for the safekeeping of gold and for services in connection with the deposit and delivery of gold. The Sponsor may permit the Trustee to enter into the custody agreements applicable to an additional or successor custodian without satisfaction of the requirements for such custody agreements set forth in the Trust Indenture.

Fees are paid to the Sponsor as compensation for services performed under the Trust Indenture and for services performed in connection with maintaining the Trust's website and marketing the Shares. The Sponsor's fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.15% of the

33

The Sponsor

ANAV of the Trust. The Sponsor will receive reimbursement from the Trust for all of its disbursements and expenses incurred in connection with the Trust. If at the end of any month during the period ending seven years from the date of the Trust Indenture or upon the earlier termination of the Marketing Agent Agreement the estimated ordinary expenses of the Trust exceed an amount equal to 0.40% per annum of the daily ANAV of the Trust for such month, the Sponsor's fee is subject to reduction. See "Business of the Trust — Fee Reduction."

34

The Trustee

BNY, a banking corporation organized under the laws of the State of New York with trust powers, will serve as the Trustee. BNY has a trust office at 2 Hanson Place, Brooklyn, New York 11217. BNY is subject to supervision by the New York State Banking Department and the Board of Governors of the Federal Reserve System. Information regarding creation and redemption Basket composition, NAV of the Trust, transaction fees and the names of the parties that have each executed a Participant Agreement may be obtained from BNY by calling the following toll free number:               . A copy of the Trust Indenture is available for inspection at BNY's trust office identified above. Under the Trust Indenture, the Trustee is required to maintain capital, surplus and undivided profits of $500 million.

THE TRUSTEE'S ROLE

The Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust's operational records. The Trustee's principal responsibilities include (1) selling the Trust's gold as needed to pay the Trust's expenses (gold sales are expected to occur approximately monthly in the ordinary course), (2) calculating the NAV of the Trust and the NAV per Share, (3) receiving and processing orders from Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Custodian and DTC, and (4) monitoring the Custodian. If the Trustee determines that maintaining gold with the Custodian is not in the best interest of the Trust, the Trustee must so advise the Sponsor, who may direct the Trustee to take certain actions in respect of the Custodian. In the absence of such instructions, the Trustee may initiate action to remove the gold from the Custodian. The ability of the Trustee to monitor the performance of the Custodian may be limited because under the Custody Agreements the Trustee may, only up to twice a year, visit the premises of the Custodian for the purpose of examining the Trust's gold and certain related records maintained by the Custodian. In addition, the Trustee has no right to visit the premises of any subcustodian for the purposes of examining the Trust's gold or any records maintained by the subcustodian, and no subcustodian is obligated to cooperate in any review the Trustee may wish to conduct of the facilities, procedures, records or creditworthiness of such subcustodian.

The Trustee intends to regularly communicate with the Sponsor to monitor the overall performance of the Trust. The Trustee, along with the Sponsor, will liaise with the Trust's legal, accounting and other professional service providers as needed. The Trustee will assist and support the Sponsor with the preparation of all periodic reports required to be filed with the SEC on behalf of the Trust.

Fees are paid to the Trustee as compensation for services performed under the Trust Indenture. The Trustee's fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.02% of the ANAV of the Trust, subject to a minimum fee of $500,000 and a maximum fee of $2 million per year. The Trustee's fee is subject to modification by the Trustee and the Sponsor in good faith to account for significant changes in the Trust's administration or the Trustee's duties. The Trustee will charge the Trust for its expenses and disbursements incurred in connection with the Trust (including the expenses of the Custodian paid by the Trustee), exclusive of fees of agents for services to be performed by the Trustee, and for any extraordinary services performed by the Trustee for the Trust.

Affiliates of the Trustee may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

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The Custodian

HSBC will serve as the Custodian of the Trust's gold. HSBC is a national banking association organized under the laws of the United States of America. HSBC is subject to supervision by the Federal Reserve Bank of New York and the Federal Deposit Insurance Corporation. HSBC's London custodian office is located at 8 Canada Square, London, E14 5HQ, United Kingdom. In addition to supervision and examination by the U.S. federal banking authorities, HSBC's London custodian operations are subject to supervision by the Bank of England.

The global parent company of HSBC is HSBC Holdings plc (HSBC Group), a public limited company incorporated in England. HSBC Group had over $81 billion in capital as of June 30, 2004.

THE CUSTODIAN'S ROLE

The Custodian is responsible for safekeeping for the Trust gold deposited with it by Authorized Participants in connection with the creation of Baskets. The Custodian is also responsible for selecting its direct subcustodians, if any. The Custodian facilitates the transfer of gold in and out of the Trust through the unallocated gold accounts it will maintain for each Authorized Participant and the unallocated and allocated gold accounts it will maintain for the Trust. The Custodian is responsible for allocating specific bars of gold bullion to the Trust's allocated gold account. The Custodian will provide the Trustee with regular reports detailing the gold transfers in and out of the Trust's unallocated and allocated gold accounts and identifying the gold bars held in the Trust's allocated gold account.

Fees are paid to the Custodian under the Allocated Bullion Account Agreement as compensation for its custody services. Under the Allocated Bullion Account Agreement, the Custodian is entitled to a fee that is accrued daily at an annual rate equal to 0.10% of the average daily aggregate value of the gold held in the Trust Allocated Account and the Trust Unallocated Account, payable in monthly installments in arrears. The Custodian does not receive a fee under the Unallocated Bullion Account Agreement.

The Custodian and its affiliates may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

36

The Marketing Agent

State Street Global Markets, LLC, a wholly-owned subsidiary of State Street Corporation, will act as the Marketing Agent. The Marketing Agent is a registered broker-dealer with the SEC, and is a member of NASD, the Municipal Securities Rulemaking Board, the National Futures Association and the Boston Stock Exchange. The Marketing Agent's office is located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

THE MARKETING AGENT'S ROLE

The Marketing Agent will assist the Sponsor in (1) developing a marketing plan for the Trust on an ongoing basis, (2) preparing marketing materials regarding the Shares, including the content of the Trust's website, (3) executing the marketing plan for the Trust, (4) providing market research in respect of gold, (5) reviewing the performance of the Trust and (6) licensing the "streetTRACKS® Gold Trust" and "streetTRACKS®" trademarks.

Under the Marketing Agent Agreement among the Sponsor, the Trustee on behalf of the Trust and the Marketing Agent, the Marketing Agent will be paid a fee for its services from the assets of the Trust in an amount equal to 0.15% per annum of the daily ANAV of the Trust, payable monthly in arrears. If at the end of any month during the period ending seven years from the date of the Trust Indenture or upon the earlier termination of the Marketing Agent Agreement the estimated ordinary expenses of the Trust exceed an amount equal to 0.40% per annum of the daily ANAV of the Trust for such month, the Marketing Agent's fee is subject to reduction. See "Business of the Trust – Fee Reduction."

If the amount expended or allocated by either the Sponsor or the Marketing Agent in any one year period on promoting and marketing the Trust in the US is 25% less than the yearly average of such amount over the preceding two year period and the amount of the shortfall of any such party is not spent during the following 12 month period, the unspent amount will be paid over to the other party who will add such unspent amount to the amount the other party spends during the next 12 month period.

The Marketing Agent Agreement provides that the Marketing Agent and the Sponsor will work together to develop similar and related gold based exchange-traded funds in the US. If the Marketing Agent and an affiliate of the Sponsor do not enter into an agreement for the development, listing and distribution of existing, similar and related gold based exchange-traded funds outside the US within 30 days of the effectiveness of the registration statement of which this prospectus is a part, the Sponsor may terminate the Marketing Agent Agreement and remove the Marketing Agent. The Marketing Agent Agreement also provides that the Marketing Agent and the Sponsor will jointly negotiate and share equally in any revenue from the development of unlisted trading privileges and dual listing rights relating to the Trust and any similar or related gold based exchange-traded fund, as well as licensing rights to list option contracts and other exchange-traded derivatives that are specific to the Trust and any similar or related gold based exchange-traded fund.

The Marketing Agent Agreement contains customary representations, warranties and covenants. In addition, the Sponsor and the Trust have agreed to indemnify the Marketing Agent from and against certain liabilities, including liabilities under the Securities Act of 1933, as amended (Securities Act).

The Marketing Agent Agreement has a term of seven years and is automatically renewable for successive three year periods, unless terminated by either party prior to any such successive term. The Marketing Agent Agreement may also be terminated by either party if the Trust is terminated pursuant to the Trust Indenture or either party becomes insolvent or enters into bankruptcy proceedings. If the Marketing Agent Agreement is terminated by the Sponsor, the Sponsor is required to pay the Marketing Agent an amount equal to the present market value of the future payments the Marketing Agent would otherwise receive under the Marketing Agent Agreement over the subsequent 10 year period.

The Sponsor also has the right to terminate the Marketing Agent Agreement and remove the Marketing Agent by paying an amount equal to the present fair market value of the future payments the Marketing Agent would otherwise receive from the Trust under the Marketing Agent Agreement over the subsequent 10 year period, plus:

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The Marketing Agent

•	10% of such value, but such payment will be made only if the Trust's average assets under management do not exceed $1.25 billion for the 30 day period prior to the end of the first year of the Trust's operations;

•	20% of such value, but such payment will be made only if the Trust's average assets under management do not exceed $2.25 billion for the 30 day period prior to the end of the third year of the Trust's operations; and

•	30% of such value, but such payment will be made only if the Trust's average assets under management do not exceed $3.0 billion for the 30 day period prior to the end of the fifth year of the Trust's operations.

However, the Sponsor shall not have such right if, at the time of such election, any competing exchange-traded fund has been listed on an exchange in the US for more than a year. Notwithstanding the foregoing, if the Trust's average assets under management do not exceed $1.25 billion, $2.25 billion or $3.0 billion in the time periods described above, a competing exchange-traded fund has been listed on an exchange in the US for more than a year at the time of such election and the percentage growth in the Trust's assets for the relevant year is less than the percentage growth in the assets of any competing exchange-traded fund for the comparable 12 month period of operations, the Sponsor may terminate the Marketing Agent Agreement and remove the Marketing Agent by paying the Marketing Agent an amount equal to the present fair market value of the future payments the Marketing Agent would otherwise receive from the Trust under the Marketing Agent Agreement over the subsequent 10 year period.

WGC/WGTS LICENSE AGREEMENT

In connection with the Marketing Agent Agreement, the Sponsor and the WGC entered into a license agreement, dated as of                    , 2004, with the Marketing Agent. Under the license agreement, the Sponsor granted to the Marketing Agent, a royalty-free, worldwide, non-exclusive, non-transferable (i) sublicense under the license agreement among the Sponsor, the WGC and BNY, which is described in "Business of the Trust – License Agreement," to BNY's patents and patent applications that cover securitized gold products in connection with the Marketing Agent's performance of its services under the Marketing Agent Agreement; and (ii) a license to the Sponsor's and the WGC's patents, patent applications and intellectual property and trade name and trademark rights in connection with the Marketing Agent's performance of its services under the Marketing Agent Agreement and for the purpose of establishing, operating and marketing financial products involving the securitization of gold.

The license agreement will expire upon the expiration or termination of the Marketing Agent Agreement. Either party may terminate the license agreement prior to such term if the other party materially breaches the license agreement and fails to cure such breach within 30 days following written notice of such breach from the non-breaching party. The license agreement contains customary representations, warranties and covenants. In addition, the Sponsor, the WGC and the Marketing Agent have agreed to indemnify each other for breaches of their respective representations and warranties and the Sponsor and the WGC have agreed to indemnify the Marketing Agent for violations of the intellectual property rights of others as a result of the Marketing Agent's use of the licensed intellectual property.

The Marketing Agent and its affiliates may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

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Description of the Shares

GENERAL

The Trustee is authorized under the Trust Indenture to create and issue an unlimited number of Shares. The Trustee will create Shares only in Baskets (a Basket equals a block of 100,000 Shares) and only upon the order of an Authorized Participant. The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust and have no par value. Any creation and issuance of Shares above the amount registered on the registration statement of which this prospectus is a part will require the registration of such additional Shares.

DESCRIPTION OF LIMITED RIGHTS

The Shares do not represent a traditional investment and you should not view them as similar to "shares" of a corporation operating a business enterprise with management and a board of directors. As a Shareholder, you will not have the statutory rights normally associated with the ownership of shares of a corporation, including, for example, the right to bring "oppression" or "derivative" actions. All Shares are of the same class with equal rights and privileges. Each Share is transferable, is fully paid and non-assessable and entitles the holder to vote on the limited matters upon which Shareholders may vote under the Trust Indenture. The Shares do not entitle their holders to any conversion or pre-emptive rights, or, except as provided below, any redemption rights or rights to distributions.

Distributions

The Trust Indenture provides for distributions to Shareholders in only two circumstances. First, if the Trustee and the Sponsor determine that the Trust's cash account balance exceeds the anticipated expenses of the Trust for the next 12 months and the excess amount is more than $0.01 per Share outstanding, they shall direct the excess amount to be distributed to the Shareholders. Second, if the Trust is terminated and liquidated, the Trustee will distribute to the Shareholders any amounts remaining after the satisfaction of all outstanding liabilities of the Trust and the establishment of such reserves for applicable taxes, other governmental charges and contingent or future liabilities as the Trustee shall determine. Shareholders of record on the record date fixed by the Trustee for a distribution will be entitled to receive their pro rata portion of any distribution.

Voting and Approvals

Under the Trust Indenture, Shareholders have no voting rights, except in limited circumstances. Shareholders holding at least 66 2/3% of the Shares outstanding may vote to remove the Trustee. The Trustee may terminate the Trust upon the agreement of Shareholders owning at least 66 2/3% of the outstanding Shares. In addition, certain amendments to the Trust Indenture require 51% or unanimous consent of the Shareholders.

Redemption of the Shares

The Shares may only be redeemed by or through an Authorized Participant and only in Baskets. See "Creation and Redemption of Shares" for details on the redemption of the Shares.

BOOK-ENTRY FORM

Individual certificates will not be issued for the Shares. Instead, a global certificate will be deposited by the Trustee with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificate will evidence all of the Shares outstanding at any time. Under the Trust Indenture, Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies (DTC Participants), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (Indirect Participants), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the Shares through DTC Participants or Indirect Participants. The Shares are only

39

Description of the Shares

transferable through the book-entry system of DTC. Shareholders who are not DTC Participants may transfer their Shares through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity through which their Shares are held) to transfer the Shares. Transfers will be made in accordance with standard securities industry practice.

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Custody of the Trust's Gold

Custody of the gold bullion deposited with and held by the Trust will be provided by the Custodian at its London, England vaults, by subcustodians selected by the Custodian and by others acting on behalf of the subcustodians. The Custodian is a market maker, clearer and approved weigher under the rules of the LBMA.

The Custodian, as instructed by the Trustee, is authorized to accept, on behalf of the Trust, deposits of gold in unallocated form. Acting on standing instructions given by the Trustee, the Custodian will allocate gold deposited in unallocated form with the Trust by selecting bars of gold bullion for deposit to the Trust Allocated Account. All gold bullion allocated to the Trust must conform to the rules, regulations, practices and customs of the LBMA.

The Trustee and the Custodian will enter into the Custody Agreements which will establish the Trust Unallocated Account and the Trust Allocated Account. The Trust Unallocated Account will be used to facilitate (1) the transfer of gold deposits and gold redemption distributions between Authorized Participants and the Trust in connection with the creation and redemption of Baskets and (2) the sales of gold made by the Trustee for the Trust. Except for when gold is transferred in and out of the Trust or for when a small amount of gold remains credited to the Trust Unallocated Account at the end of a business day (which is expected to be no more than 430 ounces), the gold deposited with the Trust will be held in the Trust Allocated Account.

The Custodian is authorized to appoint from time to time one or more subcustodians to hold the Trust's gold. The subcustodians that the Custodian currently uses are the Bank of England and LBMA market-making members that provide bullion vaulting and clearing services to third parties. The Custodian does not have written custody agreements with the subcustodians it selects. The Custodian's selected subcustodians may appoint further subcustodians. These further subcustodians are not expected to have written custody agreements with the Custodian's subcustodians that selected them.

The Custodian is required to use reasonable care in selecting subcustodians but is not responsible for their selection of further subcustodians. The Custodian does not undertake to monitor the performance by subcustodians of their custody functions or their selection of additional subcustodians. The Custodian is not responsible for the actions or inactions of subcustodians.

Under the Allocated Bullion Account Agreement entered into by the Trustee and the Custodian, the Custodian is responsible for the safekeeping of the gold held on behalf of the Trust in accordance with the terms and conditions of the Allocated Bullion Account Agreement and is required to exercise reasonable care in the performance of its obligations under such agreement. The Custodian will only be responsible for any loss or damage suffered by the Trust as a direct result of any negligence, fraud or willful default in the performance of its duties. The Custodian's liability under the Allocated Bullion Account Agreement is limited to the market value of the gold held in the Trust Allocated Account at the time the event giving rise to liability is discovered by the Custodian, provided that the Custodian promptly notifies the Trustee of its discovery. The Custodian's liability under the Unallocated Bullion Account Agreement is limited to the amount of the balance credited to the Trust Unallocated Account at the time the event giving rise to liability is discovered by the Custodian, provided that the Custodian promptly notifies the Trustee of its discovery. In the event of a loss caused by the failure of the Custodian or a subcustodian to exercise reasonable care, the Trustee, on behalf of the Trust, has the right to seek recovery with respect to the loss against the Custodian or subcustodian in breach. The Custodian is obliged under the Allocated Bullion Account Agreement to use commercially reasonable efforts to obtain delivery of gold from those subcustodians appointed by it. However, the Custodian may not have the right to, and does not have the obligation to, seek recovery from any subcustodian appointed by a subcustodian with respect to a loss.

Under the customs and practices of the London bullion market, allocated gold is held by custodians and, on their behalf, by subcustodians under arrangements that permit each entity for which gold is being held (1) to request from the entity's custodian (and a custodian or subcustodian to request from its subcustodian) a list identifying each gold bar being held and the identity of the particular custodian or subcustodian holding the gold bar and (2) to request the entity's custodian to release the entity's gold

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Custody of the Trust's Gold

within two business days following demand for release. Each custodian or subcustodian is obligated under the customs and practices of the London bullion market to provide the bar list and the identification of custodians and subcustodians referred to in (1) above, and each custodian is obligated to release gold as requested. The Custodian will provide the Trustee with statements on a monthly basis which contain sufficient information to identify each bar of gold held in the Trust Allocated Account and the custodian or subcustodian having possession of each bar. Under English law, unless otherwise provided in any applicable custody agreement, a custodian generally is liable to its customer for failing to release the customer's gold upon demand.

The Custodian and the Trustee will not require any direct or indirect subcustodians to be insured or bonded with respect to their custodial activities. The Custodian will maintain insurance with regard to its business on such terms and conditions as it considers appropriate. The Trust will not be a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of the coverage. Therefore, Shareholders cannot be assured that the Custodian will maintain adequate insurance or any insurance with respect to the gold held by the Custodian on behalf of the Trust.

ALLOCATED ACCOUNTS

An allocated account is an account with a bullion dealer, which may also be a bank, to which individually identified gold bars owned by the account holder are credited. The gold bars in an allocated gold account are specific to that account and are identified by a list which shows, for each gold bar, the refiner, assay or fineness, serial number and gross and fine weight. The account holder will have full ownership of the gold bars and, except as instructed by the account holder, the bullion dealer may not trade, lease or lend the bars.

UNALLOCATED ACCOUNTS

An unallocated account is an account with a bullion dealer, which may also be a bank, to which a fine weight amount of gold is credited. Transfers to or from an unallocated account are made by crediting or debiting the number of ounces of gold being deposited or withdrawn. The account holder has no ownership interest in any specific bars of gold that the bullion dealer holds or owns. The account holder is an unsecured creditor of the bullion dealer and credits to an unallocated account are at risk of the bullion dealer's insolvency. The account holder is entitled to direct the bullion dealer to deliver an amount of physical gold equal to the amount of gold standing to the credit of the account holder. When delivering gold, the bullion dealer will allocate physical gold from its general stock to the account holder with a corresponding debit being made to the amount of gold credited to the unallocated account.

TRANSFERS OF GOLD

For each creation of a Basket, gold will be transferred by a credit to the Trust Unallocated Account. After gold has been first credited to an Authorized Participant Unallocated Account in connection with the creation of a Basket, the Custodian will transfer the credited amount from the Authorized Participant Unallocated Account to the Trust Unallocated Account. The Custodian will then allocate specific bars of gold from its gold stocks, and, if subcustodians are used, they are expected to allocate specific bars of gold from their stocks, so that the allocated gold bars represent the amount of gold credited to the Trust Unallocated Account to the extent such amount is representable by whole bars. The allocated gold bars will be held in the Trust Allocated Account. The bars of gold may be held directly by the Custodian or by or for a subcustodian of the Custodian. The Custodian will update its records at the end of each business day to identify the specific bars of gold allocated to the Trust.

The process of withdrawing gold from the Trust for a redemption of a Basket will follow the same general procedure as for depositing gold with the Trust for a creation of a Basket, only in reverse. Each transfer of gold between the Trust Allocated Account and the Trust Unallocated Account connected with a creation or redemption of a Basket may result in a small amount of gold being held in the Trust Unallocated Account after the completion of the transfer. In making deposits and withdrawals between the Trust Allocated Account and the Trust Unallocated Account, the Custodian will use commercially reasonable efforts to minimize the amount of gold held in the Trust Unallocated Account as of the close of each business day. See "Creation and Redemption of Shares."

42

Description of the Custody Agreements

The Allocated Bullion Account Agreement between the Trustee and the Custodian establishes the Trust Allocated Account. The Unallocated Bullion Account Agreement between the Trustee and the Custodian establishes the Trust Unallocated Account. These agreements are sometimes referred to together as the "Custody Agreements" in this prospectus. The following is a description of the material terms of the Custody Agreements. As the Custody Agreements are similar in form, they are discussed together, with material distinctions between the agreements noted.

REPORTS

The Custodian will provide the Trustee with reports for each business day, no later than the following business day, identifying the movements of gold in and out of the Trust Allocated Account and the credits and debits of gold to the Trust Unallocated Account. The Custodian will also provide the Trustee with monthly statements of account for the Trust Allocated Account and the Trust Unallocated Account as of the last business day of each month. The monthly statements will contain sufficient information to identify each bar of gold held in the Trust Allocated Account and the custodian or subcustodian having possession of such bar. Under the Custody Agreements, a "business day" means any day other than a day (1) when the NYSE is closed for regular trading or (2), if the transaction requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom or in some other jurisdiction on a particular day, (A) when banks are authorized to close in the United Kingdom or in such other jurisdiction or when the London gold market is closed or (B) when banks in the United Kingdom or in such other jurisdiction are, or the London gold market is, not open for a full business day and the transaction requires the execution or completion of procedures which cannot be executed or completed by the close of the business day.

Except for withdrawals of physical gold made directly from the Trust Allocated Account as to which transfer of ownership is determined at the time the recipient or its agent acknowledges in writing its receipt of gold, the Custodian's records of all deposits to and withdrawals from, and all debits and credits to, the Trust Allocated Account and the Trust Unallocated Account which are to occur on a business day, and all end of business day account balances in the Trust Allocated Account and Trust Unallocated Account, are stated as of the close of the Custodian's business (usually 4:00 PM London time) on such business day.

SUBCUSTODIANS

Under the Allocated Bullion Account Agreement, the Custodian may select subcustodians to perform any of its duties, including holding gold for it. These subcustodians may in turn select other subcustodians to perform their duties, including holding gold for them, but the Custodian is not responsible for the selection of those other subcustodians. The Allocated Bullion Account Agreement requires the Custodian to use reasonable care in selecting any subcustodian and provides that, except for the Custodian's obligation to use commercially reasonable efforts to obtain delivery of gold held by subcustodians when necessary, the Custodian will not be liable for the acts or omissions, or for the solvency, of any subcustodian that it selects unless the selection of that subcustodian was made negligently or in bad faith. The subcustodians selected and used by the Custodian as of the date of this prospectus are: the Bank of England, The Bank of Nova Scotia (ScotiaMocatta), Deutsche Bank AG, JPMorgan Chase Bank, and UBS AG. The Allocated Bullion Account Agreement provides that the Custodian will notify the Trustee if it selects any additional subcustodians or stops using any subcustodian it has previously selected.

LOCATION AND SEGREGATION OF GOLD; ACCESS

Gold held for the Trust Allocated Account by the Custodian will be held at the Custodian's London vault. Gold held by the Custodian's currently selected subcustodians and by subcustodians of subcustodians may be held in vaults located in England or in other locations.

The Custodian will segregate by identification in its books and records the Trust's gold from any other gold which it owns or holds for others and will require the subcustodians it selects to so segregate the

43

Description of the Custody Agreements

Trust's gold held by them. The Custodian's books and records will identify every bar of gold held for the Trust Allocated Account in its own vault by refiner, assay or fineness, serial number and gross and fine weight. Subcustodians selected by the Custodian are expected to identify in their books and records each bar of gold held for the Custodian by serial number and may use other identifying information.

The Trustee may, upon reasonable notice, visit the Custodian's premises up to twice a year and examine the Trust's gold held there and the Custodian's records concerning the Trust Allocated Account and the Trust Unallocated Account. The Trust's independent auditors may also visit the Custodian's premises in connection with their audit of the financial statements of the Trust. Visits will not be allowed when no gold of the Trust is held in the Custodian's vault.

TRANSFERS INTO THE TRUST UNALLOCATED ACCOUNT

The Custodian will credit to the Trust Unallocated Account the amount of gold it receives from the Trust Allocated Account, an Authorized Participant Unallocated Account or from other third party unallocated accounts for credit to the Trust Unallocated Account. The only gold the Custodian will accept in physical form for credit to the Trust Unallocated Account is gold the Trustee has transferred from the Trust Allocated Account.

TRANSFERS FROM THE TRUST UNALLOCATED ACCOUNT

The Custodian will transfer gold from the Trust Unallocated Account only in accordance with the Trustee's instructions to the Custodian. A transfer of gold from the Trust Unallocated Account may only be made: (1) by transferring gold to a third party unallocated account; (2) by transferring gold to the Trust Allocated Account; or (3) by either (A) making gold available for collection at the Custodian's vault premises or at such other location as the Custodian may specify or (B), if separately agreed, delivering the gold to such location as the Custodian and the Trustee agree at the Trust's expense and risk. Any gold made available in physical form will be in a form which complies with the rules, regulations, practices and customs of the LBMA, the Bank of England or any applicable regulatory body (Custody Rules) or in such other form as may be agreed between the Trustee and the Custodian, and in all cases will comprise one or more whole gold bars selected by the Custodian.

By the close of business (London time) on each business day, the Custodian will use commercially reasonable efforts to transfer gold from the Trust Unallocated Account to the Trust Allocated Account such that the amount of gold that remains credited to the Trust Unallocated Account does not exceed 430 fine ounces.

TRANSFERS INTO THE TRUST ALLOCATED ACCOUNT

The Custodian will receive transfers of gold into the Trust Allocated Account only at the Trustee's instructions given pursuant to the Unallocated Bullion Account Agreement by debiting gold from the Trust Unallocated Account and crediting such gold to the Trust Allocated Account.

TRANSFERS FROM THE TRUST ALLOCATED ACCOUNT

The Custodian will transfer gold from the Trust Allocated Account only in accordance with the Trustee's instructions. Generally, the Custodian will transfer gold from the Trust Allocated Account only by debiting gold from the Trust Allocated Account and crediting the gold to the Trust Unallocated Account. When the Trustee instructs the Custodian to make gold physically available, the Custodian will transfer gold from the Trust Allocated Account by debiting gold from the Trust Allocated Account and making such gold available for collection or delivery as described in the following paragraph.

WITHDRAWALS OF GOLD DIRECTLY FROM THE TRUST ALLOCATED ACCOUNT

Upon the Trustee's instruction, the Custodian will debit gold from the Trust Allocated Account and make the gold available for collection by the Trustee or, if separately agreed, for delivery by the Custodian in accordance with its usual practices at the Trust's expense and risk. The Trustee and the Custodian expect

44

Description of the Custody Agreements

that the Trustee will withdraw gold physically from the Trust Allocated Account (rather than by crediting it to the Trust Unallocated Account and instructing a further transfer from that account) only in exceptional circumstances, such as if, for some unforeseen reason, it was not possible to transfer gold in unallocated form. The Custodian will not be obliged to effect any requested delivery if, in its reasonable opinion, (1) this would cause the Custodian or its agents to be in breach of the Custody Rules or other applicable law, court order or regulation, (2) the costs incurred would be excessive or (3) delivery is impracticable for any reason. When gold is physically withdrawn from the Trust Allocated Account pursuant to the Trustee's instruction, all right, title, risk and interest in and to the gold withdrawn shall pass to the person to whom or to or for whose account such gold is transferred, delivered or collected at the time the recipient or its agent acknowledges in writing its receipt of gold. Unless the Trustee specifies the bars of gold to be debited from the Trust Allocated Account, the Custodian is entitled to select the gold bars.

RIGHT TO REFUSE TRANSFERS OR AMEND TRANSFER PROCEDURES

The Custodian may refuse to accept transfers of gold to the Trust Unallocated Account, amend the procedures for transferring gold to or from the Trust Unallocated Account or for the physical withdrawal of gold from the Trust Unallocated Account or the Trust Allocated Account or impose such additional procedures in relation to the transfer of gold to or from the Trust Unallocated Account as the Custodian may from time to time consider appropriate. The Custodian will notify the Trustee within a commercially reasonable time before the Custodian amends these procedures or imposes additional ones, and, in doing so, the Custodian will consider the Trustee's need to communicate any changes to Authorized Participants and others.

FEES AND EXPENSES

For the Custodian's services under the Allocated Bullion Account Agreement and in connection with the Custodian's processing of orders to create and redeem Baskets, the Custodian shall receive from the Trust a fee payable monthly in arrears that is accrued daily at an annual rate equal to 0.10% of the average daily aggregate value of the gold held in the Trust Allocated Account and the Trust Unallocated Account. This fee will include any UK value added or similar tax should any such tax apply. If the Trust uses an additional or successor custodian, the fee paid to such custodian may not include any applicable UK value added or similar tax.

The Custodian receives no fee under the Unallocated Bullion Account Agreement.

The Trust will pay on demand all costs, charges and expenses incurred by the Custodian in connection with the performance of its duties and obligations under the Custody Agreements or otherwise in connection with the gold held in the Trust Allocated Account or the Trust Unallocated Account.

TRUST UNALLOCATED ACCOUNT CREDIT AND DEBIT BALANCES

No interest will be paid by the Custodian on any credit balance to the Trust Unallocated Account. Unless otherwise agreed to by the Trustee and the Custodian, the Trustee may not maintain a negative balance in the Trust Unallocated Account.

EXCLUSION OF LIABILITY

The Custodian will use reasonable care in the performance of its duties under the Custody Agreements and will only be responsible for any loss or damage suffered by the Trust as a direct result of any negligence, fraud or willful default in the performance of its duties. The Custodian's liability under the Allocated Bullion Account Agreement is limited to the market value of the gold held in the Trust Allocated Account at the time the event giving rise to liability is discovered by the Custodian, provided that the Custodian promptly notifies the Trustee of its discovery. The Custodian's liability under the Unallocated Bullion Account Agreement is limited to the amount of the balance credited to the Trust Unallocated Account at the time the event giving rise to liability is discovered by the Custodian, provided that the Custodian promptly notifies the Trustee of its discovery.

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Description of the Custody Agreements

INDEMNITY

The Trust will, solely out of the Trust's assets, indemnify the Custodian, its offices, directors, employees and affiliates (on an after tax basis) on demand against all costs and expenses, damages, liabilities and losses which the Custodian or such officer, director, employee or affiliate may suffer or incur in connection with the Custody Agreements, except to the extent that such sums are due directly to the Custodian's or such officer's, director's, employer's or affiliate's negligence, willful default or fraud.

INSURANCE

The Custodian will maintain such insurance for its business, including its bullion and custody business, as it deems appropriate. The Trustee and the Sponsor (so long as the Sponsor is WGTS) may, subject to confidentiality restrictions, review this insurance coverage from time to time upon reasonable prior notice.

TERMINATION

The Trustee and the Custodian may each terminate any Custody Agreement upon 90 business days' prior notice, provided that the Custody Agreements may not be terminated for the first year following the date of the formation of the Trust unless the Trust is terminated. The Custody Agreements will also terminate 90 business days after the resignation or removal of the Trustee unless (1) a successor trustee of the Trust is appointed prior to the end of the 90 business day period or (2) the full liquidation of the Trust is started within the 90 business day period and the Trustee requests that the Custodian continue the Custody Agreements in effect until the liquidation of the Trust is complete. If either the Allocated Bullion Account Agreement or the Unallocated Bullion Account Agreement is terminated, the other agreement automatically terminates.

If redelivery arrangements for the gold held in the Trust Allocated Account are not made, the Custodian may continue to store the gold and charge storage fees and expenses incurred by the Custodian, and, after six months from the termination date, the Custodian may sell the gold and account to the Trustee for the proceeds, less any amounts due to the Custodian under the Allocated Bullion Account Agreement. If arrangements for transfer or repayment, as the case may be, of the balance in the Trust Unallocated Account are not made, the Custodian may continue to charge expenses incurred by the Custodian, and, after six months from the termination date, the Custodian may close the Trust Unallocated Account and account to the Trustee for the proceeds, less any amounts due to the Custodian under the Unallocated Account Bullion Agreement.

GOVERNING LAW

The Custody Agreements are governed by English law. The Trustee and the Custodian both consent to the jurisdiction of the courts of the State of New York and the federal courts located in the borough of Manhattan in New York City. Such consent is not required for any person to assert a claim of New York jurisdiction over the Trustee or the Custodian.

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Creation and Redemption of Shares

The Trust will create and redeem Shares from time to time, but only in one or more Baskets (a Basket equals a block of 100,000 Shares). The creation and redemption of Baskets will only be made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of gold and any cash represented by the Baskets being created or redeemed, the amount of which will be based on the combined NAV of the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.

Authorized Participants are the only persons that may place orders to create and redeem Baskets. Authorized Participants must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, which are not required to register as broker-dealers to engage in securities transactions, and (2) participants in DTC. To become an Authorized Participant, a person must enter into a Participant Agreement with the Sponsor and the Trustee. The Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of the gold and any cash required for such creations and redemptions. Authorized Participants will pay a transaction fee to the Trustee for each order they place to create or redeem one or more Baskets. The Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent of any Shareholder or Authorized Participant.

Prior to initiating any creation or redemption order, an Authorized Participant must have entered into an agreement with the Custodian to establish an Authorized Participant Unallocated Account in London (Participant Unallocated Bullion Account Agreement). Authorized Participant Unallocated Accounts may only be used for transactions with the Trust. An Authorized Participant is an unsecured creditor of the Custodian and credits to its Authorized Participant Unallocated Account are at risk of the Custodian's insolvency. No fees will be charged by the Custodian for the use of the Authorized Participant Unallocated Account as long as the Authorized Participant Unallocated Account is used solely for gold transfers to and from the Trust Unallocated Account and the Custodian (or one of its affiliates) receives compensation for maintaining the Trust Allocated Account. Authorized Participants should be aware that the Custodian's liability threshold under the Participant Unallocated Bullion Account Agreement is gross negligence, not negligence, which is the Custodian's liability threshold under the Trust's Custody Agreements.

As the terms of the Participant Unallocated Bullion Account Agreement differ in certain respects from the terms of the Trust's Unallocated Bullion Account Agreement, potential Authorized Participants should review the terms of the Participant Unallocated Bullion Account Agreement carefully. The form of Participant Unallocated Bullion Account Agreement is attached as an attachment to the Participant Agreement. A copy of the Participant Agreement may be obtained by potential Authorized Participants from the Trustee.

Certain Authorized Participants are expected to have the facility to participate directly in the gold bullion market and the gold futures market. The Sponsor believes that the size and operation of the gold bullion market make it unlikely that an Authorized Participant's direct activities in the gold or securities markets will impact the price of gold or the price of the Shares. Each Authorized Participant will be registered as a broker-dealer under the Securities Exchange Act of 1934 (Exchange Act) and regulated by the NASD, or will be exempt from being or otherwise will not be required to be so regulated or registered, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants will be regulated under federal and state banking laws and regulations. Each Authorized Participant will have its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.

Authorized Participants may act for their own accounts or as agents for broker-dealers, custodians and other securities market participants that wish to create or redeem Baskets. An order for one or more Baskets may be placed by an Authorized Participant on behalf of multiple clients. Investors should contact the Sponsor or the Trustee for the names of Authorized Participants. Shareholders who are not Authorized Participants will only be able to redeem their Shares through an Authorized Participant.

All gold will be delivered to the Trust and distributed by the Trust in unallocated form through credits and debits between Authorized Participant Unallocated Accounts and the Trust Unallocated Account.

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Creation and Redemption of Shares

Gold transferred from an Authorized Participant Unallocated Account to the Trust in unallocated form will first be credited to the Trust Unallocated Account. Thereafter, the Custodian will allocate specific bars of gold representing the amount of gold credited to the Trust Unallocated Account (to the extent such amount is representable by whole gold bars) to the Trust Allocated Account. The movement of gold is reversed for the distribution of gold to an Authorized Participant in connection with the redemption of Baskets.

All gold bullion represented by a credit to any Authorized Participant Unallocated Account and to the Trust Unallocated Account and all gold bullion held in the Trust Allocated Account with the Custodian must be of at least a minimum fineness (or purity) of 995 parts per 1,000 (99.5%) and otherwise conform to the rules, regulations practices and customs of the LBMA, including the specifications for a London Good Delivery Bar.

The following description of the procedures for the creation and redemption of Baskets is only a summary and an investor should refer to the relevant provisions of the Trust Indenture and the form of Participant Agreement for more detail, each of which is attached as an exhibit to the registration statement of which this prospectus is a part. The form of Participant Unallocated Bullion Account Agreement is attached as an attachment to the form of Participant Agreement. See "Where You Can Find More Information" for information about where you can obtain the registration statement.

CREATION PROCEDURES

On any business day, an Authorized Participant may place an order with the Trustee to create one or more Baskets. For purposes of processing both purchase and redemption orders, a "business day" means any day other than a day (1) when the NYSE is closed for regular trading or (2), if the order requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom or in some other jurisdiction on a particular day, (A) when banks are authorized to close in the United Kingdom or in such other jurisdiction or when the London gold market is closed or (B) when banks in the United Kingdom or in such other jurisdiction are, or the London gold market is, not open for a full business day and the transaction requires the execution or completion of procedures which cannot be executed or completed by the close of the business day. Purchase orders must be placed by 4:00 PM or the close of regular trading on the NYSE, whichever is earlier. The day on which the Trustee receives a valid purchase order is the purchase order date.

By placing a purchase order, an Authorized Participant agrees to deposit gold with the Trust, or a combination of gold and cash, as described below. Prior to the delivery of Baskets for a purchase order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for the purchase order.

Determination of required deposits

The total deposit required to create each Basket (Creation Basket Deposit) will be an amount of gold and cash, if any, that is in the same proportion to the total assets of the Trust (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date the order to purchase is properly received as the number of Shares to be created in respect of the deposit bears to the total number of Shares outstanding on the date the order is received. The Sponsor anticipates that in the ordinary course of the Trust's operations a cash deposit will not be required for the creation of Baskets.

The amount of the required gold deposit is determined by dividing the number of ounces of gold held by the Trust by the number of Baskets outstanding, as adjusted for estimated accrued but unpaid fees and expenses as described in the next paragraph.

The amount of any required cash deposit is determined as follows. The estimated unpaid fees, expenses and liabilities of the Trust accrued through the purchase order date are subtracted from any cash held or receivable by the Trust as of the purchase order date. The remaining amount is divided by the number of Shares outstanding immediately before the purchase order date and then multiplied by the number of Shares being created pursuant to the purchase order. If the resulting amount is positive, this amount is the required cash deposit. If the resulting amount is negative, the amount of the required gold deposit will be reduced by the number of fine ounces of gold equal in value to that resulting amount, determined at the

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Creation and Redemption of Shares

price of gold used in calculating the NAV of the Trust on the purchase order date. Fractions of a fine ounce of gold smaller than 0.001 of a fine ounce which are included in the gold deposit amount are disregarded. All questions as to the composition of a Creation Basket Deposit will be finally determined by the Trustee. The Trustee's determination of the Creation Basket Deposit shall be final and binding on all persons interested in the Trust.

Delivery of required deposits

An Authorized Participant who places a purchase order is responsible for crediting its Authorized Participant Unallocated Account with the required gold deposit amount by the end of the second business day in London following the purchase order date. Upon receipt of the gold deposit amount, the Custodian, after receiving appropriate instructions from the Authorized Participant and the Trustee, will transfer on the third business day following the purchase order date the gold deposit amount from the Authorized Participant Unallocated Account to the Trust Unallocated Account and the Trustee will direct DTC to credit the Basket to the Authorized Participant's DTC account. The expense and risk of delivery, ownership and safekeeping of gold until such gold has been received by the Trust shall be borne solely by the Authorized Participant. The Trustee may accept delivery of gold by such other means as the Sponsor, from time to time, may determine to be acceptable for the Trust, provided that the same is disclosed in a prospectus relating to the Trust filed with the SEC pursuant to Rule 424 under the Securities Act. If gold is to be delivered other than as described above, the Sponsor is authorized to establish such procedures and to appoint such custodians and establish such custody accounts in addition to those described in this prospectus, as the Sponsor determines to be desirable.

Acting on standing instructions given by the Trustee, the Custodian will transfer the gold deposit amount from the Trust Unallocated Account to the Trust Allocated Account by transferring gold bars from its inventory to the Trust Allocated Account. The Custodian will use commercially reasonable efforts to complete the transfer of gold to the Trust Allocated Account prior to the time by which the Trustee is to credit the Basket to the Authorized Participant's DTC account; if, however, such transfers have not been completed by such time, the Basket will be delivered against receipt of the gold deposit amount in the Trust Unallocated Account, and all Shareholders will be exposed to the risks of unallocated gold to the extent of that gold deposit amount until the Custodian completes the allocation process. See the Risk Factor entitled "If the Custodian becomes insolvent, gold held in the Trust's unallocated gold account or any Authorized Participant's unallocated gold account would represent an unsecured claim..."

Because gold is allocated only in multiples of whole bars, the amount of gold allocated from the Trust Unallocated Account to the Trust Allocated Account may be less than the total fine ounces of gold credited to the Trust Unallocated Account. Any balance will be held in the Trust Unallocated Account. The Custodian will use commercially reasonable efforts to minimize the amount of gold held in the Trust Unallocated Account; no more than 430 ounces of gold is expected to be held in the Trust Unallocated Account at the close of each business day.

Rejection of purchase orders

The Trustee may reject a purchase order or a Creation Basket Deposit if:

• It determines that the purchase order or the Creation Basket Deposit is not in proper form;

• The Sponsor believes that the purchase order or the Creation Basket Deposit would have adverse tax consequences to the Trust or its Shareholders;

• The acceptance or receipt of the Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful; or

• Circumstances outside the control of the Trustee, the Sponsor or the Custodian make it, for all practical purposes, not feasible to process creations of Baskets.

None of the Trustee, the Sponsor or the Custodian will be liable for the rejection of any purchase order or Creation Basket Deposit.

REDEMPTION PROCEDURES

The procedures by which an Authorized Participant can redeem one or more Baskets will mirror the procedures for the creation of Baskets. On any business day, an Authorized Participant may place an

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Creation and Redemption of Shares

order with the Trustee to redeem one or more Baskets. Redemption orders must be placed by 4:00 PM or the close of regular trading on the NYSE, whichever is earlier. A redemption order so received is effective on the date it is received in satisfactory form by the Trustee. The redemption procedures allow Authorized Participants to redeem Baskets and do not entitle an individual Shareholder to redeem any Shares in an amount less than a Basket, or to redeem Baskets other than through an Authorized Participant.

By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTC's book-entry system to the Trust not later than the third business day following the effective date of the redemption order. Prior to the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for the redemption order.

Determination of redemption distribution

The redemption distribution from the Trust will consist of (1) a credit to the redeeming Authorized Participant's Authorized Participant Unallocated Account representing the amount of the gold held by the Trust evidenced by the Shares being redeemed plus or minus (2) the cash redemption amount. The cash redemption amount is equal to the value of all assets of the Trust other than gold less all estimated accrued but unpaid expenses and other liabilities, divided by the number of Baskets outstanding and multiplied by the number of Baskets included in the Authorized Participant's redemption order. The Trustee will distribute any positive cash redemption amount through DTC to the account of the Authorized Participant as recorded on DTC's book entry system. If the cash redemption amount is negative, the credit to the Authorized Participant Unallocated Account will be reduced by the number of ounces of gold equal in value to the negative cash redemption amount, determined at the price of gold used in calculating the NAV of the Trust on the redemption order date. The Sponsor anticipates that in the ordinary course of the Trust's operations there will be no cash distributions made to Authorized Participants upon redemptions. Fractions of an ounce of gold included in the redemption distribution smaller than 0.001 of an ounce are disregarded. Redemption distributions will be subject to the deduction of any applicable tax or other governmental charges which may be due.

Delivery of redemption distribution

The redemption distribution due from the Trust will be delivered to the Authorized Participant on the third business day following the redemption order date if, by 9:00 AM New York time on such third business day, the Trustee's DTC account has been credited with the Baskets to be redeemed and, if the Trustee's DTC account has not been so credited by such time, the redemption distribution will be delivered to the extent of whole Baskets received. Any remainder of the redemption distribution will be delivered on the next business day to the extent of remaining whole Baskets received if the Trustee receives the fee applicable to the extension of the redemption distribution date which the Trustee may, from time to time, determine and the remaining Baskets to be redeemed are credited to the Trustee's DTC account by 9:00 AM New York time on such next business day. Any further outstanding amount of the the redemption order shall be cancelled. The Trustee is also authorized to deliver the redemption distribution notwithstanding that the Baskets to be redeemed are not credited to the Trustee's DTC account by 9:00 AM New York time on the third business day following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTC's book entry system on such terms as the Sponsor and the Trustee may from time to time agree upon.

The Custodian will transfer the redemption gold amount from the Trust Allocated Account to the Trust Unallocated Account and, thereafter, to the redeeming Authorized Participant's Authorized Participant Unallocated Account. The Authorized Participant is solely at risk for the redemption gold amount credited to its Authorized Participant Unallocated Account.

As with the allocation of gold to the Trust Allocated Account which occurs upon a purchase order, if in transferring gold from the Trust Allocated Account to the Trust Unallocated Account in connection with a redemption order there is an excess amount of gold transferred to the Trust Unallocated Account, the excess over the gold redemption amount will be held in the Trust Unallocated Account. The Custodian

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Creation and Redemption of Shares

will use commercially reasonable efforts to minimize the amount of gold held in the Trust Unallocated Account; no more than 430 ounces of gold is expected to be held in the Trust Unallocated Account at the close of each business day.

Suspension or rejection of redemption orders

The Trustee may, in its discretion, and will when directed by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE is closed other than customary weekend or holiday closings, or trading on the NYSE is suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders. None of the Sponsor, the Trustee or the Custodian will be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

The Trustee will reject a redemption order if the order is not in proper form as described in the Participant Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful.

CREATION AND REDEMPTION TRANSACTION FEE

To compensate the Trustee for services in processing the creation and redemption of Baskets, an Authorized Participant will be required to pay a transaction fee to the Trustee of $2,000 per order to create or redeem Baskets. An order may include multiple Baskets. The transaction fee may be reduced, increased or otherwise changed by the Trustee with the consent of the Sponsor. The Trustee shall notify DTC of any agreement to change the transaction fee and will not implement any increase in the fee for the redemption of Baskets until 30 days after the date of the notice. A transaction fee may not exceed 0.10% of the value of a Basket at the time the creation and redemption order is accepted.

TAX RESPONSIBILITY

Authorized Participants are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of Baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant, and agree to indemnify the Sponsor, the Trustee and the Trust if they are required by law to pay any such tax, together with any applicable penalties, additions to tax or interest thereon.

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Description of the Trust Indenture

The Trust operates under the terms of the Trust Indenture, dated as of             , 2004, between the Sponsor and the Trustee. A copy of the Trust Indenture is available for inspection at the Trustee's office. The following is a description of the material terms of the Trust Indenture.

THE SPONSOR

This section summarizes some of the important provisions of the Trust Indenture which apply to the Sponsor. For a general description of the Sponsor's role concerning the Trust, see "The Sponsor – The Sponsor's Role."

Liability of sponsor and indemnification

The Sponsor will not be liable to the Trustee or any Shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any gold or other assets of the Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, willful misconduct or willful malfeasance in the performance of its duties or the reckless disregard of its obligations and duties to the Trust.

The Sponsor and its shareholders, members, directors, officers, employees, affiliates and subsidiaries will be indemnified from the Trust and held harmless against any loss, liability or expense incurred without gross negligence, bad faith, willful misconduct, willful malfeasance or reckless disregard of the indemnified party's obligations and duties under the Trust Indenture. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any claim or liability under the Trust Indenture. Any amounts payable to the Sponsor will be secured by a lien on the Trust.

The Sponsor has agreed to indemnify the Purchaser and the Marketing Agent against certain claims described under "Risk Factors – The Trust's obligation to reimburse the Purchaser and the Marketing Agent for certain liabilities in the event the Sponsor fails to indemnify the Purchaser or the Marketing Agent could adversely affect an investment in the Shares." To the extent the Sponsor does not make such indemnification, the indemnification may be paid from the assets of the Trust.

Resignation of sponsor; successor sponsors

The Sponsor may resign its position as sponsor at any time by delivering to the Trustee an executed instrument of resignation. The resignation will not become effective until the earlier of the time when (1) the Trustee appoints a successor sponsor to assume, with appropriate compensation from the Trust, the duties and obligations of the Sponsor, (2) the Trustee agrees to act as sponsor without appointing a successor sponsor, or (3) if a successor sponsor has not been found within 60 days following the date the instrument of resignation was delivered, the date the Trustee terminates and liquidates the Trust and distributes all remaining assets to DTC for distribution to DTC Participants who are then owners of Shares on the records of DTC. Any successor sponsor must be satisfactory to the Trustee. Upon effective resignation, the Sponsor will be discharged and will no longer be liable in any manner except as to acts or omissions occurring prior to such resignation, and the new sponsor will then undertake and perform all duties and be entitled to all rights and compensation as sponsor under the Trust Indenture.

If the Sponsor fails to undertake or perform or becomes incapable of undertaking or performing any of its duties required under the Trust Indenture, and the failure is not cured within 15 business days following receipt of notice from the Trustee of the failure, or if the Sponsor is adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Trustee may do any one or more of the following: (1) appoint a successor sponsor to assume, with such compensation from the Trust as the Trustee may deem reasonable under the circumstances, the duties and obligations of the resigning Sponsor, (2) agree to act as sponsor without appointing a successor sponsor, or (3) terminate and liquidate the Trust and distribute its remaining assets. The Trustee has no obligation to appoint a successor sponsor or to assume the duties of the Sponsor and will have no liability to any person because the Trust is terminated as described in the preceding sentence.

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Description of the Trust Indenture

The Sponsor may transfer all or substantially all of its assets to an entity which carries on the business of the Sponsor, if at the time of the transfer the successor assumes all of the obligations of the Sponsor under the Trust Indenture. In such an event, the Sponsor will then be relieved of all further liability under the Trust Indenture.

THE TRUSTEE

This section summarizes some of the important provisions of the Trust Indenture which apply to the Trustee. For a general description of the Trustee's role concerning the Trust, see "The Trustee – The Trustee's Role."

Qualifications of the trustee

The Trustee and any successor trustee must be (1) a bank, trust company, corporation or national banking association organized and doing business under the laws of the United States or any of its states, and authorized under such laws to exercise corporate trust powers, (2) a participant in DTC or such other securities depository as shall then be acting and (3), unless counsel to the Sponsor, the appointment of which is acceptable to the Trustee, determines that such requirement is not necessary for the exception under section 408(m)(3)(B) of the United States Internal Revenue Code of 1986, as amended (Code), to apply, a banking institution as defined in Code section 408(n). The Trustee and any successor trustee must have, at all times, an aggregate capital, surplus, and undivided profits of not less than $500 million.

General duty of care of trustee

The Trustee will not be under any duty to give the property held by it under the Trust Indenture any greater degree of care than it gives its own similar property.

Limitation on trustee's liability

The Trustee will not be liable for the disposition of gold or moneys, or in respect of any evaluation which it makes under the Trust Indenture or otherwise, or for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties under the Trust Indenture in the absence of gross negligence or willful misconduct on its part. In no event will the Trustee be liable for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Sponsor, an Authorized Participant or any entity acting on their behalf which the Trustee believes is given as authorized by the Trust Indenture. The Trustee will not be liable for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, or for an amount in excess of the value of the Trust's assets.

Trustee's liability for custodial services and agents

The Trustee will not be answerable for the default of the Custodian or any other custodian of the Trust's gold employed at the direction of the Sponsor or selected by the Trustee with reasonable care. The Trustee may also employ custodians for Trust assets other than gold, agents, attorneys, accountants, auditors and other professionals and shall not be answerable for the default or misconduct of any of them if they were selected with reasonable care. The fees and expenses charged by custodians for the custody of gold and related services, agents, attorneys, accountants, auditors or other professionals, and expenses reimbursable to any custodian under a custody agreement authorized by the Trust Indenture, exclusive of fees for services to be performed by the Trustee, will be expenses of the Trust. Fees paid for the custody of assets other than gold will be an expense of the Trustee.

Taxes

The Trustee will not be personally liable for any taxes or other governmental charges imposed upon the gold or its custody, moneys or other Trust assets, or on the income therefrom or the sale or proceeds of the sale thereof, or upon it as Trustee or upon or in respect of the Trust or the Shares. For all such taxes and charges and for any expenses, including counsel's fees, which the Trustee may sustain or incur with respect to such taxes or charges, the Trustee will be reimbursed and indemnified out of the Trust's assets and the payment of such amounts shall be secured by a lien on the Trust.

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Description of the Trust Indenture

Indemnification of the trustee

The Trustee and its directors, shareholders, officers, employees, agents and affiliates will be indemnified from the Trust's assets against any loss, liability or expense (1) in connection with the acceptance or administration of the Trust and any actions taken in accordance with the Trust Indenture or the administration of the Trust or in connection with any offer or sale of Shares incurred without (A) gross negligence, bad faith, willful misconduct and willful malfeasance on the part of the indemnified party and without (B) reckless disregard on the part of the indemnified party of its obligations and duties under the Trust Indenture or (2) related to any filings or submissions, or the failure to make any filings or submissions, with the SEC concerning the Shares, except where the loss, liability or expense arises out of any written information provided by the Trustee to the Sponsor for any such filings or submissions. Such indemnity shall include payment from the Trust of the costs and expenses incurred by the indemnified party in investigating or defending itself against any claim or liability. Any amounts payable to an indemnified party may be payable in advance or will be secured by a lien on the Trust.

Indemnity for actions taken to protect the trust

The Trustee is under no obligation to appear in, prosecute or defend any action that in its opinion may involve it in expense or liability, unless it is furnished with reasonable security and indemnity against the expense or liability. The Trustee's costs resulting from the Trustee's appearance in, prosecution of or defense of any such action are deductible from and will constitute a lien against the Trust's assets. Subject to the preceding conditions, the Trustee shall, in its discretion, undertake such action as it may deem necessary to protect the Trust and the rights and interests of all Shareholders pursuant to the terms of the Trust Indenture.

Protection for amounts due to trustee

If any fees or costs owed to the Trustee under the Trust Indenture are not paid when due, the Trustee may sell or otherwise dispose of any Trust assets (including gold) and pay itself from the proceeds. As security for all obligations owed to the Trustee under the Trust Indenture, the Sponsor, each Authorized Participant and each Shareholder grants the Trustee a continuing security interest in, and a lien on, the Trust's assets and all Trust distributions.

Holding of trust property other than gold

The Trustee will hold and record the ownership of the Trust's assets in such a manner so that they will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Trustee or its creditors, except a claim for payment of services, advances, indemnities and expenses by the Trustee in providing services as trustee or, in the case of cash deposits held by the Trustee, liens or rights in favor of creditors of the Trustee arising under bankruptcy, insolvency or similar laws.

The Trustee will hold any money the Trust receives, without interest, as a deposit for the account of the Trust in accordance with the provisions of the Trust Indenture, until it is required to be disbursed. Any Trust assets other than gold or cash will be held by the Trustee either directly or through the Federal Reserve Treasury Book Entry System for United States and federal agency securities (Book Entry System), DTC, or through any other clearing agency or similar system (Clearing Agency), if available. The Trustee will have no responsibility or liability for the actions or omissions of the Book Entry System, DTC or any Clearing Agency. The Trustee shall not be liable for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate changes, or similar matters relating to securities held at DTC.

Resignation, discharge or removal of trustee; successor trustees

The Trustee may resign by executing an instrument of resignation, filing it with the Sponsor, and mailing a copy of a notice of its resignation to all DTC Participants for distribution to the Shareholders not less than 60 days before the date when the resignation is to take effect.

The Sponsor may remove the Trustee and appoint a successor Trustee if it determines that (1) the Trustee is guilty of willful misconduct or malfeasance or willful disregard of its duties under the Trust Indenture, (2) the Trustee has acted in bad faith in performing its duties under the Trust Indenture, (3) there has occurred a material deterioration in the creditworthiness of the Trustee or (4) there has occurred one or

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Description of the Trust Indenture

more negligent acts or omissions on the part of the Trustee which have a material adverse effect, either singly or together, on the Trust or the interests of the Shareholders and the Trustee has not, within 15 days of receipt of the Sponsor's notice of such material adverse effect, (A) cured such material adverse effect or responded to the notice explaining the steps it will take to cure such material adverse effect and cures such material adverse effect within 30 days from the date of the notice and (B) established, to the Sponsor's satisfaction, that such act or omission (or acts or omissions) will not recur. Shareholders representing at least 66 2/3% of the Shares then outstanding may at any time remove the Trustee by delivery of a written instrument to the Trustee and the Sponsor.

If the Trustee does not meet the qualification for a trustee under the Trust Indenture, fails to undertake or perform or becomes incapable of undertaking or performing any of its duties required under the Trust Indenture, and the failure is not cured within 15 business days following receipt of notice from the Sponsor of the failure, or is adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Trustee or of its property or affairs for the purposes of rehabilitation, conservation or liquidation, then, in any such case, the Sponsor will remove the Trustee.

Upon receiving notice of resignation or upon the removal of the Trustee, the Sponsor shall use its best efforts promptly to appoint a successor trustee in the manner and meeting the qualifications provided in the Trust Indenture, by written instrument or instruments delivered to the resigning Trustee and the successor trustee.

Any resignation or removal of a trustee and appointment of a successor trustee will become effective upon the acceptance of appointment by the successor trustee. Notice of the appointment of a successor trustee shall be mailed promptly after acceptance of the appointment by the successor trustee to all DTC Participants for distribution to the Shareholders.

Upon effective resignation or removal, the retiring trustee will be discharged from liability under the Trust Indenture except as to acts or omissions occurring prior to such resignation or removal.

If the Trustee is removed or resigns and no successor trustee is appointed within 60 days after the date notice of removal is received by the Trustee or the date the Trustee issues its notice of resignation, the Trustee will terminate and liquidate the Trust and distribute its remaining assets.

THE CUSTODIAN AND CUSTODY OF THE TRUST'S GOLD

This section summarizes some of the important provisions of the Trust Indenture which apply to the Custodian and the custody of the Trust's gold. For a general description of the Custodian's role, see "The Custodian – The Custodian's Role." For more information on the custody of the Trust's gold, see "Custody of the Trust's Gold" and "Description of the Custody Agreements."

The Trustee, on behalf of the Trust, will enter into the Custody Agreements with the Custodian under which the Custodian will maintain the Trust Allocated Account and the Trust Unallocated Account.

Before entering into the Custody Agreements, the Trustee will determine that, subject to the limitations and shortcomings that are described under "Risk Factors" and "Custody of the Trust's Gold," the Custody Agreements establishing the Trust Allocated Account and Trust Unallocated Account protect the Trust and the interests of the Shareholders. Prior to the initial deposit of gold with a custodian which is in addition to or in lieu of the Custodian, the Trustee will determine that the relevant custody agreement and related custody arrangements include certain provisions intended to assure the safe custody of the gold held by the custodian unless the Sponsor has permitted the Trustee in writing to enter into the relevant custody agreement without one or more of such provisions.

The Trustee is responsible for monitoring the performance of each custodian and for enforcing the obligations of each custodian as is necessary to protect the Trust and the rights and interests of the Shareholders. In the event that the Trustee determines that the maintenance of gold with a particular custodian is not in the best interests of the Shareholders, the Trustee will so advise the Sponsor and take such reasonable action as the Sponsor will direct, or, if the Sponsor has not given direction within one business day, the Trustee will initiate action to remove the gold from the custody of such custodian or

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Description of the Trust Indenture

take such other action as the Trustee determines appropriate to safeguard the interests of the Shareholders. However, see "The Trustee – The Trustee's Role" for a description of limitations on the ability of the Trustee to monitor the performance of the Custodian. The Trustee shall have no liability for any such action taken at the direction of the Sponsor or, in the absence of such direction, any action taken by it in good faith.

Appointment and removal of custodians

The Sponsor may direct the Trustee to employ one or more other custodians in addition to or in replacement of the Custodian, provided that the Sponsor may not direct the employment of a successor custodian or an additional custodian without the Trustee's consent if the employment would have a material adverse effect on the Trustee's ability to perform its duties. The Trustee may, with the prior approval of the Sponsor, also employ one or more successor or additional custodians selected by the Trustee for the safekeeping of gold and services in connection with the deposit and delivery of gold. Before gold may be placed with any additional or successor custodian, the Trustee will determine that the custody agreements applicable to the additional or successor custodian substantially satisfy certain specified requirements set forth in the Trust Indenture, unless the Sponsor has permitted the Trustee to enter into such custody agreements without satisfaction of these requirements. Investors should be aware that these requirements are different in certain respect than the requirements set forth in the Custody Agreements.

VALUATION OF GOLD, DEFINITION OF NET ASSET VALUE AND ADJUSTED NET ASSET VALUE

As of the London PM Fix on each day that the NYSE is open for regular trading or, if there is no London PM Fix on such day or the London PM Fix has not been announced by 12:00 PM New York time on such day, as of 12:00 PM New York time on such day (Evaluation Time), the Trustee will evaluate the gold held by the Trust and determine both the ANAV and the NAV of the Trust.

At the Evaluation Time, the Trustee will value the Trust's gold on the basis of that day's London PM Fix or, if no London PM Fix is made on such day or has not been announced by the Evaluation Time, the next most recent London gold price fix (AM or PM) determined prior to the Evaluation Time will be used, unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation. In the event the Trustee and the Sponsor determine that the London PM Fix or last prior London fix is not an appropriate basis for evaluation of the Trust's gold, they shall identify an alternative basis for such evaluation to be employed by the Trustee. Neither the Trustee nor the Sponsor shall be liable to any person for the determination that the London PM Fix or last prior London gold price fix is not appropriate as a basis for evaluation of the Trust's gold or for any determination as to the alternative basis for such evaluation provided that such determination is made in good faith. See "Operation of the Gold Bullion Market – The London Bullion Market" for a description of the London PM Fix.

Once the value of the gold has been determined, the Trustee will subtract all estimated accrued but unpaid fees (other than the fees to be computed by reference to the ANAV or custody fees based on the value of the gold held by the Trust), expenses and other liabilities of the Trust from the total value of the gold and all other assets of the Trust (other than any amounts credited to the Trust's reserve account, if established). The resulting figure is the ANAV of the Trust. The ANAV of the Trust is used to compute the Trustee's, the Sponsor's and the Marketing Agent's fees.

To determine the Trust's NAV, the Trustee will subtract the amount of estimated accrued but unpaid fees computed by reference to the ANAV or custody fees based on the value of the gold held by the Trust from the ANAV of the Trust. The resulting figure is the NAV of the Trust. The Trustee will also determine the NAV per Share by dividing the NAV of the Trust by the number of the Shares outstanding as of the close of trading on the NYSE (which includes the net number of any Shares created or redeemed on such evaluation day).

The Trustee's estimation of accrued but unpaid fees, expenses and liabilities will be conclusive upon all persons interested in the Trust and no revision or correction in any computation made under the Trust Indenture will be required by reason of any difference in amounts estimated from those actually paid.

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Description of the Trust Indenture

The Sponsor and the Shareholders may rely on any evaluation furnished by the Trustee, and the Sponsor will have no responsibility for the evaluation's accuracy. The determinations the Trustee makes will be made in good faith upon the basis of, and the Trustee will not be liable for any errors contained in, information reasonably available to it. The Trustee will not be liable to the Sponsor, DTC, the Shareholders or any other person for errors in judgment. However, the preceding liability exclusion will not protect the Trustee against any liability resulting from willful misfeasance, willful misconduct, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties.

EXPENSES OF THE TRUST

All expenses of the Trust will be paid by the Trust through the sale of the Trust's gold by the Trustee.

Trustee's fee and expenses

Fees are paid to the Trustee as compensation for services performed under the Trust Indenture. The Trustee's fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.02% of the ANAV of the Trust, subject to a minimum fee of $500,000 and a maximum fee of $2 million per year. The Trustee will charge the Trust for its expenses and disbursements incurred in connection with the Trust (including the expenses of the Custodian paid by the Trustee), exclusive of fees of agents for services to be performed by the Trustee, and for any extraordinary services performed by the Trustee for the Trust. The Trustee's fee may be changed by the Trustee and Sponsor in good faith to account for significant changes in the Trust's administration or the Trustee's duties.

Sponsor's fee and expenses

Fees are paid to the Sponsor as compensation for services performed under the Trust Indenture and services in connection with maintaining a website for the Trust, including licensing costs, and with the marketing of the Shares. The Sponsor's fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.05% of the ANAV of the Trust. The Sponsor will receive reimbursement from the Trust for all of its disbursements and expenses incurred in connection with the Trust. If at the end of any month during the seven year period from the date of the Trust Indenture the estimated ordinary expenses of the Trust exceed an amount equal to 0.40% per annum of the daily ANAV of the Trust for such month, the Sponsor's fee is subject to reduction. See "Business of the Trust – Fee Reduction."

Other expenses

In addition, the following expenses are or may be charged to the Trust:

• Expenses of custody, deposit or delivery of gold (other than expenses borne by Authorized Participants) and disbursements charged by and indemnification due any Custodian;

• Fees of the Trustee for extraordinary services;

• Various taxes and governmental charges and any taxes, fees and charges payable by the Trustee with respect to the creation or redemption of Baskets;

• Expenses and costs of any action taken by the Trustee or the Sponsor to protect the Trust and the rights and interests of Shareholders;

• Amounts for indemnification of the Trustee or the Sponsor as permitted under the Trust Indenture;

• Amounts for indemnification of the Purchaser and the Marketing Agent against certain claims described under "Risk Factors – The Trust's obligation to reimburse the Purchaser and the Marketing Agent for certain liabilities in the event the Sponsor fails to indemnify the Purchaser or the Marketing Agent could adversely affect an investment in the Shares."

• Expenses incurred in contacting Shareholders;

• Legal and auditing expenses, and the compensation paid to agents properly employed by or on behalf of the Trustee;

• Fees paid to DTC for custody of the Shares;

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Description of the Trust Indenture

• Federal and state annual fees in keeping the registration of the Shares on a current basis for the issuance of Baskets;

• Expenses of the Sponsor relating to the printing and distribution of marketing materials describing the Trust and the Shares;

• Fees and expenses of the Marketing Agent; and

• Stationery, postage and all other out-of-pocket expenses of the Trust not otherwise stated above incurred by the Trustee, the Sponsor or the Custodian or any additional or successor custodian pursuant to actions permitted or required under the Trust Indenture.

SALES OF GOLD

The Trustee will at the direction of the Sponsor or in its own discretion sell the Trust's gold as necessary to pay the Trust's expenses. When selling gold to pay expenses, the Trustee will endeavor to sell the smallest amounts of gold needed to pay expenses in order to minimize the Trust's holdings of assets other than gold. Unless otherwise directed by the Sponsor, when selling gold the Trustee will endeavor to sell at the price established by the London PM Fix. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive the most favorable price and execution of orders. The Custodian may be the purchaser of such gold only if the sale transaction is made at the next London gold price fix (either AM or PM) following the sale order. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale. See "United States Federal Tax Consequences – Taxation of US Shareholders" for information on the tax treatment of gold sales.

The Trustee will also sell the Trust's gold if the Sponsor notifies the Trustee that sale is required by applicable law or regulation or in connection with the termination and liquidation of the Trust. The Trustee will not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of gold directed by the Sponsor.

Any property received by the Trust other than gold, cash or an amount receivable in cash (such as, for example, an insurance claim) will be promptly sold or otherwise disposed of by the Trustee at the direction of the Sponsor and the resulting proceeds will be credited to the Trust's cash account.

Cash account and reserve account

The Trustee will maintain a cash account for the Trust in which proceeds of gold sales and other cash received by the Trustee on behalf of the Trust will be held. On each business day, the Trustee will report the balance of the cash account to the Sponsor. The Trustee may withdraw funds from the cash account to establish a reserve account for any taxes, other governmental charges and contingent or future liabilities.

The Trustee will deduct its fee from the cash account monthly in arrears. The Trustee will charge the cash account its disbursements for payment of expenses at such times as the Trustee determines convenient in its administration of the Trust.

THE SECURITIES DEPOSITORY; BOOK-ENTRY-ONLY SYSTEM; GLOBAL SECURITY

DTC will act as securities depository for the Shares. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of section 17A of the Exchange Act. DTC was created to hold securities of DTC Participants and to facilitate the clearance and settlement of transactions in such securities among the DTC Participants through electronic book-entry changes. This eliminates the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. DTC is expected to agree with and represent to the DTC Participants that it will administer its book-entry system in accordance with its rules and by-laws and the requirements of law.

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Description of the Trust Indenture

Individual certificates will not be issued for the Shares. Instead, a global certificate will be signed by the Trustee and the Sponsor on behalf of the Trust, registered in the name of Cede & Co., as nominee for DTC, and deposited with the Trustee on behalf of DTC. The global certificate will evidence all of the Shares outstanding at any time. The representations, undertakings and agreements made on the part of the Trust in the global security are made and intended for the purpose of binding only the Trust and not the Trustee or the Sponsor individually.

Upon the settlement date of any creation, transfer or redemption of Shares, DTC will credit or debit, on its book-entry registration and transfer system, the amount of the Shares so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The Trustee and the Authorized Participants will designate the accounts to be credited and charged in the case of creation or redemption of Shares.

Beneficial ownership of the Shares will be limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Owners of beneficial interests in the Shares will be shown on, and the transfer of ownership will be effected only through, records maintained by DTC (with respect to DTC Participants), the records of DTC Participants (with respect to Indirect Participants), and the records of Indirect Participants (with respect to Shareholders that are not DTC Participants or Indirect Participants). Shareholders are expected to receive from or through the DTC Participant maintaining the account through which the Shareholder has purchased their Shares a written confirmation relating to such purchase.

Shareholders that are not DTC Participants may transfer the Shares through DTC by instructing the DTC Participant or Indirect Participant through which the Shareholders hold their Shares to transfer the Shares. Shareholders that are DTC Participants may transfer the Shares by instructing DTC in accordance with the rules of DTC. Transfers will be made in accordance with standard securities industry practice.

DTC may decide to discontinue providing its service with respect to Baskets and/or the Shares by giving notice to the Trustee and the Sponsor. Under such circumstances, the Trustee and the Sponsor will either find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable, terminate the Trust.

The rights of the Shareholders generally must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC. Because the Shares can only be held in book-entry form through DTC and DTC Participants, investors must rely on DTC, DTC Participants and any other financial intermediary through which they hold the Shares to receive the benefits and exercise the rights described in this section. Investors should consult with their broker or financial institution to find out about procedures and requirements for securities held in book-entry form through DTC.

SHARE SPLITS

If the Sponsor believes that the per Share price in the secondary market for Shares has fallen outside a desirable trading price range, the Sponsor may direct the Trustee to declare a split or reverse split in the number of Shares outstanding and to make a corresponding change in the number of Shares constituting a Basket.

BOOKS AND RECORDS

The Trustee will keep proper books of record and account of the Trust at its office located in New York or such office as it may subsequently designate upon notice. These books and records are open to inspection by any person who establishes to the Trustee's satisfaction that such person is a Shareholder upon reasonable advance notice at all reasonable times during the usual business hours of the Trustee.

The Trustee will keep a copy of the Trust Indenture on file in its office which will be available for inspection on reasonable advance notice at all reasonable times during its usual business hours by any Shareholder.

STATEMENTS, FILINGS AND REPORTS

After the end of each fiscal year, the Trustee will furnish to DTC Participants for distribution to each person who is a Shareholder at the end of the fiscal year an annual report containing the Trust's audited

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Description of the Trust Indenture

financial statements and other information about the Trust. The Sponsor is responsible for the registration and qualification of the Shares under the federal securities laws and any other securities and blue sky laws of the US or any other jurisdiction as the Sponsor may select. The Sponsor will also prepare, or cause to be prepared, and file any periodic reports or updates required under the Exchange Act. The Trustee will assist and support the Sponsor in the preparation of such reports. The registration and qualification costs and the costs of the periodic reports prepared and filed by the Sponsor will be an expense of the Trust.

The accounts of the Trust will be audited, as required by law and as may be directed by the Sponsor, by independent certified public accountants designated from time to time by the Sponsor. The cost of such audits will be an expense of the Trust. The accountants report will be furnished by the Trustee to Shareholders upon request.

The Trustee will make such elections, file such tax returns, and prepare, disseminate and file such tax reports, as it is advised by its counsel or accountants are from time to time required by any applicable statute, rule or regulation. The expenses of accountants employed to prepare tax returns and tax reports shall be an expense of the Trust.

FISCAL YEAR

The fiscal year of the Trust will initially be the calendar year. The Sponsor may select an alternate fiscal year.

TERMINATION OF THE TRUST

The Sponsor may, and it is anticipated that the Sponsor will, direct the Trustee to terminate and liquidate the Trust at any time after the first anniversary of the Trust's inception when the NAV of the Trust is less than $350 million (as adjusted for inflation by reference to the National Consumer Price Index as described in the Trust Indenture). The Sponsor may direct the Trustee to terminate the Trust if the CFTC determines that the Trust is a commodities pool under the CEA. The Trustee may also terminate the Trust upon the agreement of Shareholders owning at least 66 2/3% of the outstanding Shares.

The Trustee will terminate and liquidate the Trust if any of the following events occurs:

• DTC is unwilling or unable to perform its functions under the Trust Indenture and the Sponsor determines that no suitable replacement is available;

• The Shares are de-listed from the NYSE and are not listed for trading on another US national securities exchange or through the Nasdaq Stock Market within five business days from the date the Shares are de-listed;

• The NAV of the Trust remains less than $50 million for a period of 50 consecutive business days at any time after the first 90 days of the Shares being traded on the NYSE;

• The Sponsor is unable to perform its duties or becomes bankrupt or insolvent and the Trustee has not appointed a successor and has not itself agreed to act as sponsor of the Trust;

• The Sponsor resigns and the Trustee has not appointed a successor and has not itself agreed to act as sponsor of the Trust within 60 days from the resignation notification date;

• The Trustee resigns or is removed and no successor trustee is appointed by the Sponsor within 60 days from the resignation or removal notification date;

• The Custodian resigns and no successor custodian is employed within 60 days from the resignation notification date;

• The sale of all of the Trust's assets;

• The Trust fails to qualify for treatment, or ceases to be treated, for US federal income tax purposes, as a grantor trust; or

• The maximum period for which the Trust is allowed to exist under New York law ends.

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Description of the Trust Indenture

The Trustee will give written notice of the termination of the Trust, specifying the date of termination, upon which DTC will no longer permit transfers, to DTC Participants for distribution to the Shareholders at least 20 days prior to the termination of the Trust. The Trustee will, within a reasonable time after the termination of the Trust, sell the Trust's gold and, after payment of outstanding accrued fees, expenses and liabilities and establishment of any reserves deemed appropriate by the Trustee for applicable taxes, other governmental charges or contingent or future liabilities, distribute the proceeds to Shareholders. The Trustee is not required to invest any proceeds it holds for distribution to the Shareholders, unless the Sponsor directs that the proceeds will be invested pending distribution.

AMENDMENTS

The Trust Indenture can be amended by the Sponsor and the Trustee without the Shareholders' consent in order to (1) correct any ambiguities, defects or inconsistencies in the Trust Indenture or to address other matters or questions arising under the Trust Indenture in a manner that will not materially adversely affect the interests of Shareholders as determined in good faith by the Sponsor, and (2) make any change required by the SEC. The Trust Indenture may also be amended by the Sponsor and the Trustee with the consent of Shareholders representing at least 51% of the Shares outstanding. However, the Trust Indenture may not be amended without the consent of all of the Shareholders if the amendment would (1) permit the acquisition of any asset other than gold and cash acquired in accordance with the Trust Indenture, (2) reduce the interest of any Shareholder in the Trust, or (3) reduce the percentage of Shareholders required to consent to the amendment. The Trustee shall provide each DTC Participant with copies of a notice of any amendment for the DTC Participant to distribute to the Shareholders for whom the DTC Participant holds Shares.

GOVERNING LAW; CONSENT TO NEW YORK JURISDICTION

The Trust Indenture, and the rights of the Sponsor, the Trustee, DTC (as registered owner of the Trust's global certificate for Shares) and the Shareholders under the Trust Indenture, are governed by the laws of the State of New York. The Sponsor, the Trustee and DTC and, by accepting Shares, each DTC Participant and each Shareholder, consents to the jurisdiction of the courts of the State of New York and any federal courts located in the borough of Manhattan in New York City. Such consent in not required for any person to assert a claim of New York jurisdiction over the Sponsor or the Trustee.

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United States Federal Tax Consequences

The following discussion of the material United States federal income tax consequences that generally will apply to the purchase, ownership and disposition of Shares by a US Shareholder (as defined below), and certain United States federal income, gift and estate tax consequences that may apply to an investment in Shares by a Non-US Shareholder (as defined below), represents, insofar as it describes conclusions as to US federal tax law and subject to the limitations and qualifications described therein, the opinion of Carter Ledyard & Milburn LLP, special United States federal tax counsel to the Sponsor. The discussion below is based on the Code, Treasury Regulations promulgated under the Code and judicial and administrative interpretations of the Code, all as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their own particular circumstances. Certain Shareholders (including broker-dealers, traders or other investors with special circumstances) may be subject to special rules not discussed below. In addition, the following discussion applies only to investors who will hold Shares as "capital assets" within the meaning of Code section 1221. Moreover, the discussion below does not address the effect of any state, local or foreign tax law on an owner of Shares. Purchasers of Shares are urged to consult their own tax advisors with respect to all federal, state, local and foreign tax law considerations potentially applicable to their investment in Shares.

For purposes of this discussion, a "US Shareholder" is a Shareholder that is:

• An individual who is treated as a citizen or resident of the United States for US federal income tax purposes;

• A corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof;

• An estate, the income of which is includible in gross income for US federal income tax purposes regardless of its source; or

• A trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust.

A Shareholder that is not a US Shareholder as defined above is considered a "Non-US Shareholder" for purposes of this discussion.

TAXATION OF THE TRUST

The Trust will be classified as a "grantor trust" for US federal income tax purposes. As a result, the Trust itself will not be subject to US federal income tax. Instead, the Trust's income and expenses will "flow through" to the Shareholders, and the Trustee will report the Trust's income, gains, losses and deductions to the Internal Revenue Service (IRS) on that basis.

TAXATION OF US SHAREHOLDERS

Shareholders generally will be treated, for US federal income tax purposes, as if they directly owned a pro rata share of the underlying assets held in the Trust. Shareholders also will be treated as if they directly received their respective pro rata shares of the Trust's income, if any, and as if they directly incurred their respective pro rata shares of the Trust's expenses. In the case of a Shareholder that purchases Shares for cash, its initial tax basis in its pro rata share of the assets held in the Trust at the time it acquires its Shares will be equal to its cost of acquiring the Shares. In the case of a Shareholder that acquires its Shares as part of a creation, the delivery of gold to the Trust in exchange for the underlying gold represented by the Shares will not be a taxable event to the Shareholder, and the Shareholder's tax basis and holding period for the Shareholder's pro rata share of the gold held in the Trust will be the same as its tax basis and holding period for the gold delivered in exchange therefor. For purposes of this discussion, it is assumed that all of a Shareholder's Shares are acquired on the same date, at the same price per Share and, except where otherwise noted, that the sole asset of the Trust is gold.

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United States Federal Tax Consequences

When the Trust sells gold, for example to pay expenses, a Shareholder generally will recognize gain or loss in an amount equal to the difference between (1) the Shareholder's pro rata share of the amount realized by the Trust upon the sale and (2) the Shareholder's tax basis for its pro rata share of the gold that was sold, which gain or loss will generally be long-term or short-term capital gain or loss, depending upon whether the Shareholder has held its Shares for more than one year. A Shareholder's tax basis for its share of any gold sold by the Trust generally will be determined by multiplying the Shareholder's total basis for its share of all of the gold held in the Trust immediately prior to the sale, by a fraction the numerator of which is the amount of gold sold, and the denominator of which is the total amount of the gold held in the Trust immediately prior to the sale. After any such sale, a Shareholder's tax basis for its pro rata share of the gold remaining in the Trust will be equal to its tax basis for its share of the total amount of the gold held in the Trust immediately prior to the sale, less the portion of such basis allocable to its share of the gold that was sold.

Upon a Shareholder's sale of some or all of its Shares, the Shareholder will be treated as having sold the portion of its pro rata share of the gold held in the Trust at the time of the sale that is attributable to the Shares sold. Accordingly, the Shareholder generally will recognize gain or loss on the sale in an amount equal to the difference between (1) the amount realized pursuant to the sale of the Shares, and (2) the Shareholder's tax basis for the portion of its pro rata share of the gold held in the Trust at the time of sale that is attributable to the Shares sold, as determined in the manner described in the preceding paragraph.

A redemption of some or all of a Shareholder's Shares in exchange for the underlying gold represented by the Shares redeemed generally will not be a taxable event to the Shareholder. The Shareholder's tax basis for the gold received in the redemption generally will be the same as the Shareholder's tax basis for the portion of its pro rata share of the gold held in the Trust immediately prior to the redemption that is attributable to the Shares redeemed. The Shareholder's holding period with respect to the gold received should include the period during which the Shareholder held the Shares redeemed. A subsequent sale of the gold received by the Shareholder will be a taxable event.

After any sale or redemption of less than all of a Shareholder's Shares, the Shareholder's tax basis for its pro rata share of the gold held in the Trust immediately after such sale or redemption generally will be equal to its tax basis for its share of the total amount of the gold held in the Trust immediately prior to the sale or redemption, less the portion of such basis which is taken into account in determining the amount of gain or loss recognized by the Shareholder upon such sale or, in the case of a redemption, which is treated as the basis of the gold received by the Shareholder in the redemption.

As noted above, the foregoing discussion assumes that all of a Shareholder's Shares were acquired on the same date and at the same price per Share. If a Shareholder owns multiple lots of Shares (i.e., Shares acquired on different dates and/or at different prices), it is uncertain whether the Shareholder may use the "specific identification" rules that apply under Treas. Reg. §1.1012-1(c) in the case of sales of shares of stock, in determining the amount, and the long-term or short-term character, of any gain or loss recognized by the Shareholder upon the sale of gold by the Trust, upon the sale of any Shares by the Shareholder, or upon the sale by the Shareholder of any gold received by it upon the redemption of any of its Shares. The IRS could take the position that a Shareholder has a blended tax basis and holding period for its pro rata share of the underlying gold in the Trust. Shareholders that hold multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares, should consult their own tax advisers as to the determination of the tax basis and holding period for the underlying gold related to such Shares.

MAXIMUM 28% LONG-TERM CAPITAL GAINS TAX RATE FOR US SHAREHOLDERS WHO ARE INDIVIDUALS

Under current law, gains recognized by individuals from the sale of "collectibles," including gold bullion, held for more than one year are taxed at a maximum rate of 28%, rather than the 15% rate applicable to most other long-term capital gains. For these purposes, gain recognized by an individual upon the sale of an interest in a trust that holds collectibles is treated as gain recognized on the sale of collectibles, to the extent that the gain is attributable to unrealized appreciation in value of the collectibles held by the trust. Therefore, any gain recognized by an individual US Shareholder attributable to a sale of Shares held for more than one year, or attributable to the Trust's sale of any gold bullion which the Shareholder is treated

63

United States Federal Tax Consequences

(through its ownership of Shares) as having held for more than one year, generally will be taxed at a maximum rate of 28%. The tax rates for capital gains recognized upon the sale of assets held by an individual US Shareholder for one year or less or by a taxpayer other than an individual US taxpayer are generally the same as those at which ordinary income is taxed.

BROKERAGE FEES AND TRUST EXPENSES

Any brokerage or other transaction fee incurred by a Shareholder in purchasing Shares will be treated as part of the Shareholder's tax basis in the underlying assets of the Trust. Similarly, any brokerage fee incurred by a Shareholder in selling Shares will reduce the amount realized by the Shareholder with respect to the sale.

Shareholders will be required to recognize gain or loss upon a sale of gold by the Trust (as discussed above), even though some or all of the proceeds of such sale are used by the Trustee to pay Trust expenses. Shareholders may deduct their respective pro rata shares of each expense incurred by the Trust to the same extent as if they directly incurred the expense. Shareholders who are individuals, estates or trusts, however, may be required to treat some or all of the expenses of the Trust as miscellaneous itemized deductions. Individuals may deduct certain miscellaneous itemized deductions only to the extent they exceed 2% of adjusted gross income. In addition, such deductions may be subject to phase-outs and other limitations under applicable provisions of the Code.

INVESTMENT BY REGULATED INVESTMENT COMPANIES

Mutual funds and other investment vehicles which are "regulated investment companies" within the meaning of Code section 851 should consult with their tax advisors concerning (1) the likelihood that an investment in Shares, although they are a "security" within the meaning of the Investment Company Act of 1940, may be considered an investment in the underlying gold for purposes of Code section 851(b), and (2) the extent to which an investment in Shares might nevertheless be consistent with preservation of their qualification under Code section 851.

INVESTMENT BY CERTAIN RETIREMENT PLANS

Code section 408(m) provides that the acquisition of a "collectible" by an individual retirement account (IRA) or a participant-directed account maintained under any plan that is tax-qualified under Code section 401(a) is treated as a taxable distribution from the account to the owner of the IRA, or to the participant for whom the plan account is maintained, of an amount equal to the cost to the account of acquiring the collectible. The Sponsor has received a private letter ruling from the IRS to the effect that a purchase of Shares by an IRA, or by a participant-directed account under a Code section 401(a) plan, will not be treated as resulting in a taxable distribution to the IRA owner or plan participant under Code section 408(m). However, if any of the Shares so purchased are distributed from the IRA or plan account to the IRA owner or plan participant, or if any gold received by such IRA or plan account upon the redemption of any of the Shares purchased by it is distributed to the IRA owner or plan participant, the Shares or gold so distributed will be subject to federal income tax in the year of distribution, to the extent provided under the applicable provisions of Code section 408(d) or Code section 402. See also "ERISA and Related Considerations."

TAXATION OF NON-US SHAREHOLDERS

A Non-US Shareholder generally will not be subject to US federal income tax with respect to gain recognized upon the sale or other disposition of Shares, or upon the sale of gold by the Trust, unless (1) the Non-US Shareholder is an individual and is present in the United States for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from United States sources; or (2) the gain is effectively connected with the conduct by the Non-US Shareholder of a trade or business in the United States and certain other conditions are met.

UNITED STATES INFORMATION REPORTING AND BACKUP WITHHOLDING

The Trustee will file certain information returns with the IRS, and provide certain tax-related information to Shareholders, in connection with the Trust. Proposed regulations, if finalized in their current form,

64

United States Federal Tax Consequences

would require that each Shareholder be provided with information regarding its allocable portion of the Trust's annual income and expenses, and sales of Trust assets, including, in the case of a sale of gold, the amount of proceeds attributable to each Share. Each Shareholder, however, would be required to determine for itself the amount of gain or loss recognized with respect to such sales.

A US Shareholder may be subject to US backup withholding tax in certain circumstances unless it provides its taxpayer identification number and complies with certain certification procedures. Non-US Shareholders may have to comply with certification procedures to establish that they are not a US person in order to avoid the information reporting and backup withholding tax requirements.

The amount of any backup withholding will be allowed as a credit against a Shareholder's US federal income tax liability and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS.

ESTATE AND GIFT TAX CONSIDERATIONS FOR NON-US SHAREHOLDERS

Under the US federal tax law, individuals who are neither citizens nor residents (as determined for estate and gift tax purposes) of the United States are subject to estate tax on all property that has a US "situs." Shares may well be considered to have a US situs for these purposes. If they are, then Shares would be includible in the US gross estate of a non-resident alien Shareholder. For the year 2004, US estate tax is imposed at rates of up to 48% of the fair market value of the taxable estate. The US estate tax rate is subject to change in future years. In addition, the US federal "generation-skipping transfer tax" may apply in certain circumstances. The estate of a non-resident alien Shareholder who was resident in a country which has an estate tax treaty with the United States may be entitled to benefit from such treaty.

For non-citizens and non-residents of the United States, the US federal gift tax generally applies only to gifts of tangible personal property or real property having a US situs. Tangible personal property (including gold) has a US situs if it is physically located in the United States. Although the matter is not settled, it appears that ownership of Shares should not be considered ownership of the underlying gold for this purpose, even to the extent that gold were held in custody in the United States. Instead, Shares should be considered intangible property, and therefore they should not be subject to US gift tax if transferred during the holder's lifetime.

Non-US Shareholders are urged to consult their tax advisers regarding the possible application of US estate, gift and generation-skipping transfer taxes in their particular circumstances.

TAXATION IN JURISDICTIONS OTHER THAN THE UNITED STATES

Prospective purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their own tax advisers as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United States to which they are subject), of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular, as to whether any value added tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing.

65

ERISA and Related Considerations

The Employee Retirement Income Security Act of 1974, as amended (ERISA), and/or Code section 4975 impose certain requirements on employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements are invested, that are subject to ERISA and/or the Code (collectively, Plans), and on persons who are fiduciaries with respect to the investment of assets treated as "plan assets" of a Plan. Government plans and some church plans are not subject to the fiduciary responsibility provisions of ERISA or the provisions of section 4975 of the Code, but may be subject to substantially similar rules under state or other federal law.

In contemplating an investment of a portion of Plan assets in Shares, the Plan fiduciary responsible for making such investment should carefully consider, taking into account the facts and circumstances of the Plan, the "Risk Factors" discussed above and whether such investment is consistent with its fiduciary responsibilities, including, but not limited to: (1) whether the fiduciary has the authority to make the investment under the appropriate governing plan instrument; (2) whether the investment would constitute a direct or indirect non-exempt prohibited transaction with a party in interest; (3) the Plan's funding objectives; and (4) whether under the general fiduciary standards of investment prudence and diversification such investment is appropriate for the Plan, taking into account the overall investment policy of the Plan, the composition of the Plan's investment portfolio and the Plan's need for sufficient liquidity to pay benefits when due.

It is anticipated that the Shares will constitute "publicly-held offered securities" as defined in Department of Labor Regulations § 2510.3-101(b)(2). Accordingly, Shares purchased by a Plan, and not the Plan's interest in the underlying gold bullion held in the Trust represented by the Shares, should be treated as assets of the Plan, for purposes of applying the "fiduciary responsibility" and "prohibited transaction" rules of ERISA and the Code. See also "United States Federal Tax Consequences — Investment by Certain Retirement Plans."

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Plan of Distribution

In addition to, and independent of, the purchase of the Underwritten Shares by the Purchaser (described below) and the purchase of the Seed Baskets by the initial depositor of gold into the Trust, the Trust expects to issue Shares in Baskets to Authorized Participants from time to time in exchange for deposits of the amount of gold and any cash represented by the Baskets being created. Because new Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a "distribution," as such term is used in the Securities Act, may be occurring. Broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it purchases a Basket from the Trust, breaks the Basket down into the constituent Shares and sells the Shares directly to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. A determination of whether one is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to categorization as an underwriter.

Investors who purchase Shares through a commission/fee-based brokerage account may pay commissions/fees charged by the brokerage account. We recommend that investors review the terms of their brokerage accounts for details on applicable charges.

Dealers who are not "underwriters" but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an "unsold allotment" within the meaning of section 4(3)(C) of the Securities Act, would be unable to take advantage of the prospectus-delivery exemption provided by section 4(3) of the Securities Act.

The Sponsor intends to qualify the Shares in states selected by the Sponsor and through broker-dealers who are members of the NASD. Investors intending to create or redeem Baskets through Authorized Participants in transactions not involving a broker-dealer registered in such investor's state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements under the state securities laws prior to such creation or redemption.

         ounces of gold were deposited into the Trust in exchange for the issuance of the Seed Baskets on         , 2004 in connection with the formation of the Trust.

UBS Securities LLC, also called the Purchaser, has, subject to conditions, agreed to purchase the Underwritten Shares at the price of one-tenth ( 1/10) of an ounce of gold per Share, pursuant to a distribution agreement between the Sponsor and the Purchaser, dated                         , 2004. Total proceeds to the Trust from the sale of the Underwritten Shares will be          ounces of gold. The Purchaser intends to offer the Underwritten Shares at a per Share price that will be determined by, among other considerations, the spot price of gold at the time the Underwritten Shares are sold to the public. The Underwritten Shares could be sold at different prices if such Underwritten Shares are sold by the Purchaser at different times, as a function of the movement in the price of gold and other considerations. In connection with the offering and sale of the Underwritten Shares, the Purchaser will be paid an aggregate fee by the Sponsor of $                 . In addition to this fee, the Purchaser may receive commissions/fees from investors through their commission/fee-based brokerage accounts, in amounts between $                 and $                 ..

The Sponsor estimates that the total expenses payable by the Sponsor in connection with the offering and sale of the Underwritten Shares, excluding the fee paid to the Purchaser, will be approximately $            . The Trust will not bear any of such expenses.

The Marketing Agent will assist the Sponsor in (1) developing a marketing plan for the Trust on an ongoing basis, (2) prepare marketing materials regarding the Shares, including the content on the Trust's website, (3) executing the marketing plan for the Trust, (4) providing market research in respect of gold, (5) reviewing the performance of the Trust and (6) licensing the "streetTRACKS® Gold Trust" and

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Plan of Distribution

"streetTRACKS®" trademarks. Fees will be paid to the Marketing Agent by the Trustee from the assets of the Trust as compensation for services preformed pursuant to the Marketing Agent Agreement.

The Sponsor has agreed to indemnify the Purchaser and the Marketing Agent against certain liabilities, including liabilities under the Securities Act and to contribute to payments that the Purchaser and the Marketing Agent may be required to make in respect thereof, and the Trust has agreed to reimburse the Purchaser in respect of such liabilities to the extent the Sponsor has not paid such amounts directly when due. See the Risk Factor entitled "The Trust's obligation to reimburse the Purchaser and the Marketing Agent for certain liabilities in the event the Sponsor fails to indemnify the Purchaser or the Marketing Agent could adversely affect an investment in the Shares." In addition, the WGC has agreed to indemnify the Purchaser and the Marketing Agent against certain liabilities.

The offering of Baskets is being made in compliance with Conduct Rule 2810 of NASD. Accordingly, the Purchaser will not make any sales to any account over which it has discretionary authority without the prior written approval of a purchaser of Shares.

In connection with this offering, the Purchaser may engage in activities that stabilize, maintain or otherwise affect the price of the Shares, including:

• stabilizing transactions;

• short sales; and

• purchases to cover positions created by short sales.

Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the Shares while this offering is in progress. These transactions may also include making short sales of Shares, which involves the sale by the Purchaser of a greater number of Shares than they are required to purchase in this offering, and purchasing Shares on the open market to cover positions created by short sales.

The Purchaser and its affiliates have provided, are providing and may provide certain financial advisory and investment banking services to the Sponsor, for which they have received and may receive customary fees.

The Purchaser will not act as an Authorized Participant with respect to the Underwritten Shares, and its activities with respect to the Underwritten Shares will be distinct from those of an Authorized Participant. The Purchaser expects to become an Authorized Participant.

The Purchaser has represented, warranted and agreed that:

• the offering of the Shares will be made on a private placement basis in Canada in the provinces of British Columbia, Ontario, Alberta, Manitoba, Saskatchewan, Prince Edward Island and Quebec (1) through the Purchaser or its affiliates who are permitted under applicable securities laws or available exemptions to offer and sell the Shares in Canada; (2) solely to purchasers who are entitled under applicable provincial securities laws to purchase the Shares without the benefit of a prospectus qualified under those securities laws; and (3) in the case of purchasers in provinces other than Ontario, without the services of a dealer registered pursuant to those securities laws;

• the offering and sale of Shares in France may not be offered to the public and will be made only on a private placement basis (i) through legal entities authorized pursuant to Articles L. 531-1 and L. 531-2 of the French Monetary and Financial Code (Code monétaire et financier) to (ii) qualified investors (as defined in Article L. 411-2 of the French Monetary and Financial Code and in Decree no. 98-880 of October 1, 1998) participating in these transactions only on their own behalf and for their own account under the terms and conditions defined in Decree no. 98-880 dated October 1, 1998. Additionally the Purchaser has represented, warranted and agreed that during such placement it will disclose to such qualified investors that (i) this prospectus may not be considered or used as a public offering in the meaning of, and for the purpose of, Article L. 411-1 of the French Monetary and Financial Code, (ii) no action has or will be taken that would allow an offering of the shares to the public in France and no prospectus has been prepared nor filed, nor will a prospectus be prepared or filed, in France, to be reviewed and approved by the French

68

Plan of Distribution

Autorité des Marchés Financiers (AMF) regarding the transactions or the Shares described in this prospectus and (iii) the Shares may only be subsequently offered or sold or otherwise disposed of, directly or indirectly, to the public in France only if the terms and conditions provided for in Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 of the Monetary and Financial Code have been complied with.

• the offering and sale of Shares in Switzerland will be made on the basis of a non-public offering. This prospectus does not constitute an issuance prospectus according to articles 652a or 1156 of the Swiss Federal Code of Obligations or a listing prospectus according to article 32 of the Listing Rules of the Swiss exchange. The Shares may not be offered or distributed on a professional basis in or from Switzerland and neither this prospectus nor any other offering material relating to the Shares may be publicly issued in connection with any such offer or distribution. The Shares have not been and will not be approved by any Swiss regulatory authority. In particular, neither the Shares nor the Trust are or will be registered with or supervised by the Swiss Federal Banking Commission, and investors may not claim protection under the Swiss Investment Fund Act; and

• the Trust is a collective investment scheme as defined in the Financial Services and Markets Act 2000. The Trust has not been authorized, or otherwise recognized or approved, by the Financial Services Authority and, as an unregulated scheme, it accordingly cannot be promoted in the United Kingdom to the general public. The Purchaser has represented, warranted and agreed that it will promote the Trust in the United Kingdom in accordance with applicable law and regulation only to (1) persons who are investment professionals (as defined in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (CIS Order)); (2) persons who are within any of the categories of persons described in Article 22 of the CIS Order; or (3) persons to whom this prospectus may otherwise lawfully be communicated.

The Shares are expected to trade on the NYSE under the symbol "GLD."

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Report of the Independent Auditors

[To be furnished by amendment]

70

Statement of Financial Condition

OPENING OF BUSINESS             , 2004

Assets
Investment in gold bullion held1				$	[a]
Total assets					[a]
Liabilities and Interest of Beneficial Owners
Total liabilities2					—
NET ASSETS
Total net assets (applicable to 100,000 Shares outstanding)3				$	[a]
Net Asset Value per Equity Gold Share
NAV per Share (comprising [a] / 100,000 Shares outstanding)3				$	[a/100,000]

(1)

On the date of the formation of the Trust, the Custodian received [             ] ounces of unallocated gold on behalf of the Trust in exchange for the issuance of [    ] Basket (each Basket is equivalent to 100,000 Shares). The value of the gold deposited with the Trust has been based on a price for an ounce of gold of $            . This price is the price for an ounce of gold as set by the London PM Fix on the date of the formation of the Trust.

(2)	The costs of the Trust's organization and the initial offering of the Shares, estimated at $            , will be borne directly by the Sponsor.

(3)	The Shares are created and redeemed only in Baskets. See "Creation and Redemption of Shares."

71

Legal Proceedings

The Sponsor, the WGC, the Trust and BNY, as Trustee of the Trust, have been named as defendants in a civil lawsuit filed by plaintiffs Gemini Diversified Holdings LLC and Dan Ascani in the Supreme Court of the State of New York, County of New York, on November 6, 2003 (Index No. 119243/03). The complaint alleges breach of contract and misappropriation of trade secrets under the Trade Secrets Act of the State of Georgia, and seeks compensatory damages in excess of $450,000, preliminary and permanent injunctive relief, costs and attorneys fees and other relief. The lawsuit is in its discovery phase. The Sponsor believes it has good defenses against these claims. The Sponsor and the WGC have agreed to indemnify the Purchaser and the Marketing Agent against liabilities arising out of the complaint.

Legal Matters

The validity of the Shares will be passed upon for the Sponsor by Carter Ledyard & Milburn LLP, New York, New York, who, as special US tax counsel to the Trust, will also render an opinion regarding the material federal income tax consequences relating to the Shares. Gibson, Dunn & Crutcher LLP, New York, New York, will opine on the validity of the Underwritten Shares for the Purchaser.

Experts

                                     will audit the Statement of Financial Condition of the Trust as of             , 2004. We will include the Statement of Financial Condition of the Trust in this prospectus in reliance on                                     's report thereon, given on their authority as experts in accounting and auditing.

Where You Can Find More Information

The Sponsor has filed on behalf of the Trust a registration statement on Form S-1 with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information about the Trust or the Shares, please refer to the registration statement, which you may inspect, without charge, at the public reference facilities of the SEC at the below address or online at www.sec.gov, or obtain at prescribed rates from the public reference facilities of the SEC at the below address. Information about the Trust and the Shares can also be obtained from the Trust's website. The internet address of the Trust's website is [            ]. This internet address is only provided here as a convenience to you to allow you to access the Trust's website, and the information contained on or connected to the Trust's website is not part of this prospectus or the registration statement of which this prospectus is part.

The Trust is subject to the informational requirements of the Exchange Act and the Sponsor, on behalf of the Trust, will file quarterly and annual reports and other information with the SEC. The Sponsor will file an updated prospectus annually for the Trust pursuant to the Securities Act. The reports and other information can be inspected at the public reference facilities of the SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549 and online at www.sec.gov. You may also obtain copies of such material from the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may obtain more information concerning the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330 or visiting online at www.sec.gov.

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[INSERT LOGO]

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

TABLE OF CONTENTS

Item 13.    Other Expenses of Issuance and Distribution.*

The expenses expected to be incurred in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are as set forth below. Except for the registration fee payable to the Securities and Exchange Commission, which is included in the "Registration fees" section below, all such expenses are estimated:

Registration fees				$	192,434
Printing and engraving expenses				$	425,000
Legal fees and expenses				$	4,000,000
Insurance				$	170,000
Accounting				$	72,000
Miscellaneous				$	550,000
Total				$	5,409,434

*	Subject to revision upon completion of the offering.

Item 14.    Indemnification of Directors and Officers.

Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may indemnify and hold harmless any members, managers or other persons against any and all claims and demands whatsoever, subject to any standards and restrictions set forth in the limited liability company agreement of the limited liability company.

Section 18 of the Sponsor's Amended and Restated Limited Liability Company Agreement provides that, to the fullest extent permitted by applicable law, a member or officer of the Sponsor shall be entitled to indemnification from the Sponsor for any loss, damage or claim incurred by the member or officer for any act or omission performed or omitted by the member or officer in good faith on behalf of the Sponsor and in a manner reasonably believed to be within the scope of the authority conferred on the member or officer by the Sponsor's Amended and Restated Limited Liability Company Agreement, provided, however, that no member or officer shall be entitled to be indemnified if the loss, damage or claim was due to the member's or officer's fraud or willful misconduct. A member's or officer's reasonably incurred costs and expenses in defending pending or threatened actions, suits or proceedings will be paid in advance by the Sponsor if the member or officer provides an undertaking to repay the amounts advanced if it is ultimately determined that the member or officer is not entitled to be indemnified by the Sponsor. The indemnity and the advance of expenses is limited to the Sponsor's assets, and no member of the Sponsor shall have personal liability for such indemnity.

Section 7.05 of the Trust Indenture provides that the Sponsor and its directors, shareholders, members, officers, employees, affiliates and subsidiaries shall be indemnified from the Trust and held harmless against any loss, liability or expense incurred by an indemnified party without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of the indemnified party arising out of or in connection with the performance of its obligations under the Trust Indenture or any actions taken in accordance with the provisions of the Trust Indenture or (2) the indemnified party's reckless disregard of its obligations and duties under the Trust Indenture. The indemnity shall include payment from the Trust of the indemnified party's costs and expenses of defending itself against any claim or liability based on its capacity as Sponsor under the Trust Indenture.

In addition, the WGC has entered into separate indemnification agreements with certain officers of the Sponsor which require the WGC, among other things, to indemnify the officers against certain liabilities which may arise by reason of their status as officers of the Sponsor. The Sponsor or the WGC also intends to maintain director and officer liability insurance for the Sponsor, if available on reasonable terms.

II-1

Item 15.    Recent Sales of Unregistered Securities.

Not applicable.

Item 16.    Exhibits and Financial Statement Schedules.

(a)    Exhibits

Exhibit Number								Description
1.1								Form of Distribution Agreement***
1.2								Form of Reimbursement Agreement***
3.1								Certificate of Formation of World Gold Trust Services, LLC*
3.2								Amended and Restated Limited Liability Company Agreement of World Gold Trust Services, LLC*
4.1								Form of Trust Indenture
4.2								Form of Participant Agreement (included as Exhibit C to the Form of Trust Indenture filed as Exhibit 4.1)
5.1								Form of Opinion of Carter Ledyard & Milburn LLP as to legality
8.1								Form of Opinion of Carter Ledyard & Milburn LLP as to tax matters
10.1								Form of Allocated Bullion Account Agreement (included as Exhibit A to the Form of Trust Indenture filed as Exhibit 4.1)
10.2								Form of Unallocated Bullion Account Agreement (included as Exhibit B to the Form of Trust Indenture filed as Exhibit 4.1)
10.3								Form of Participant Unallocated Bullion Account Agreement (included as Attachment B to the Form of Participant Agreement included as Exhibit C to the Form of Trust Indenture filed as Exhibit 4.1)
10.4								Depository Agreement**
10.5								License Agreement*
10.6								Marketing Agent Agreement**
10.7								World Gold Trust Services, LLC Funding Agreement**
10.8								World Gold Council/World Gold Trust Services, LLC License Agreement**
23.1								Consent of [Auditors]**
23.2								Consents of Carter Ledyard & Milburn LLP are included in Exhibits 5.1 and 8.1
24.1								Powers of attorney are included on the signature page to the Trust's registration statement filed with the Securities and Exchange Commission on May 13, 2003*
99.1								Balance Sheet of World Gold Trust Services, LLC**
99.2								Code of Ethics of World Gold Trust Services, LLC**
99.3								Additional Exhibits**

*       Previously filed.

**    To be furnished by amendment.

***   Previously filed, subject to amendment.

(b)    Financial Statement Schedules

Not applicable.

Item 17.    Undertakings.

The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

II-2

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    If applicable, to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(4)    That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on August 30, 2004.

				WORLD GOLD TRUST SERVICES, LLC Sponsor of the Equity Gold Trust
				By:				/s/ J. Stuart Thomas ____________________________________
								J. Stuart Thomas Managing Director

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities* and on the dates indicated.

Signature		Capacity		Date
/s/ J. Stuart Thomas		Managing Director (principal executive officer)		August 30, 2004
J. Stuart Thomas
/s/ James Lowe**		Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)**		August 30, 2004
James Lowe

				By:				/s/ J. Stuart Thomas ________________________
								J. Stuart Thomas Attorney-in-fact**

*	The Registrant is a trust and the persons are signing in their capacities as officers of World Gold Trust Services, LLC, the Sponsor of the Registrant.

**	Executed copies of the powers of attorney are included on the signature page to the Registrant's registration statement filed with the Securities and Exchange Commission on May 13, 2003.

II-4

EXHIBIT INDEX

Exhibit Number								Description
1.1								Form of Distribution Agreement***
1.2								Form of Reimbursement Agreement***
3.1								Certificate of Formation of World Gold Trust Services, LLC*
3.2								Amended and Restated Limited Liability Company Agreement of World Gold Trust Services, LLC*
4.1								Form of Trust Indenture
4.2								Form of Participant Agreement (included as Exhibit C to the Form of Trust Indenture filed as Exhibit 4.1)
5.1								Form of Opinion of Carter Ledyard & Milburn LLP as to legality
8.1								Form of Opinion of Carter Ledyard & Milburn LLP as to tax matters
10.1								Form of Allocated Bullion Account Agreement (included as Exhibit A to the Form of Trust Indenture filed as Exhibit 4.1)
10.2								Form of Unallocated Bullion Account Agreement (included as Exhibit B to the Form of Trust Indenture filed as Exhibit 4.1)
10.3								Form of Participant Unallocated Bullion Account Agreement (included as Attachment B to the Form of Participant Agreement included as Exhibit C to the Form of Trust Indenture filed as Exhibit 4.1)
10.4								Depository Agreement**
10.5								License Agreement*
10.6								Marketing Agent Agreement**
10.7								World Gold Trust Services, LLC Funding Agreement**
10.8								World Gold Council/World Gold Trust Services, LLC License Agreement**
23.1								Consent of [Auditors]**
23.2								Consents of Carter Ledyard & Milburn LLP are included in Exhibits 5.1 and 8.1
24.1								Powers of attorney are included on the signature page to the Trust's registration statement filed with the Securities and Exchange Commission on May 13, 2003*
99.1								Balance Sheet of World Gold Trust Services, LLC**
99.2								Code of Ethics of World Gold Trust Services, LLC**
99.3								Additional Exhibits**

*       Previously filed.

**    To be furnished by amendment.

***   Previously filed and subject to amendment.

EX-4.1

                                                                     Exhibit 4.1





                                    [FORM OF]



                                 TRUST INDENTURE

                                       OF

                           streetTRACKS(R) GOLD TRUST




                          DATED AS OF __________, 2004


                                     BETWEEN


                         WORLD GOLD TRUST SERVICES, LLC,
                                   AS SPONSOR

                                       AND

                              THE BANK OF NEW YORK,
                                   AS TRUSTEE


                            EFFECTIVE ________, 2004






                                TABLE OF CONTENTS





ARTICLE I DEFINITIONS ............................................................................................1

ARTICLE II SCOPE OF TRUSTEE'S DUTIES, INITIAL DEPOSIT AND
DECLARATION OF TRUST, SUBSEQUENT CREATIONS AND ISSUANCE .........................................................11

   Section 2.01.        Scope of Trustee's Duties................................................................11
   Section 2.02.        Initial Deposit, Declaration of Trust and Issuance of Initial Creation Baskets...........14
   Section 2.03.        Subsequent Creations and Issuance of Creation Baskets....................................14
   Section 2.04.        Requirements for Deposits of Gold........................................................16
   Section 2.05.        Creation Basket Gold Deposit Amount......................................................18

ARTICLE III ADMINISTRATION OF THE TRUST..........................................................................18

   Section 3.01.        Initial Expense..........................................................................18
   Section 3.02.        Custody of Gold: Allocated and Unallocated Accounts, Additional Custodians and Successor
                        Custodians, Duty to Monitor Custodians, Certain Requirements for Custody Agreements,
                        Duty to Allocate Gold, Trust Assets to be Free of Liens, etc. ...........................18
   Section 3.03.        Cash Account.............................................................................22
   Section 3.04.        Reserve Account..........................................................................22
   Section 3.05.        Certain Deductions and Distributions.....................................................23
   Section 3.06.        Statements and Reports...................................................................24
   Section 3.07.        Sale of Gold or other Property...........................................................25
   Section 3.08.        Counsel; Marketing Agent.................................................................25
   Section 3.09.        Notice to Sponsor........................................................................26
   Section 3.10.        Book-Entry-Only System, Global Security..................................................26
   Section 3.11.        Trust to be administered as Grantor Trust................................................29

ARTICLE IV EVALUATION OF GOLD....................................................................................29

   Section 4.01.        Evaluation of Gold.......................................................................29
   Section 4.02.        Responsibility of the Trustee for Evaluations............................................29

ARTICLE V TRUST EVALUATION AND REDEMPTION OF REDEMPTION BASKETS..................................................30

   Section 5.01.        Trust Evaluation.........................................................................30
   Section 5.02.        Redemption of Redemption Baskets.........................................................30
   Section 5.03.        Other Redemption Procedures..............................................................32

ARTICLE VI TRANSFER OF streetTRACKS(R)GOLD SHARES................................................................32

   Section 6.01.        Transfer of streetTRACKS(R)Gold Shares...................................................32

ARTICLE VII SPONSOR .............................................................................................34

   Section 7.01.        Responsibility and Duties................................................................34
   Section 7.02.        Certain Matters Regarding Successor Sponsor..............................................34
   Section 7.03.        Resignation of Sponsor; Successors.......................................................34



                                       i





   Section 7.04.        Compensation of the Sponsor..............................................................35
   Section 7.05.        Liability of Sponsor and Indemnification.................................................35

ARTICLE VIII TRUSTEE ............................................................................................36

   Section 8.01.        General Definition of Trustee's Rights, Duties and Responsibilities......................36
   Section 8.02.        Books, Records and Reports; Audit........................................................41
   Section 8.03.        Agreement on File........................................................................42
   Section 8.04.        Compensation of Trustee..................................................................42
   Section 8.05.        Indemnification of Trustee...............................................................43
   Section 8.06.        Resignation, Discharge or Removal of Trustee; Successors.................................43
   Section 8.07.        Qualifications of Trustee................................................................45

ARTICLE IX TERMINATION ..........................................................................................46

   Section 9.01.        Procedure Upon Termination...............................................................46
   Section 9.02.        Moneys to Be Held Without Interest to Beneficial Owners..................................47
   Section 9.03.        Dissolution of Sponsor Not to Terminate Trust............................................49

ARTICLE X MISCELLANEOUS PROVISIONS...............................................................................49

   Section 10.01.       Amendment and Waiver.....................................................................49
   Section 10.02.       Registration (Initial and Continuing) of streetTRACKS(R)Gold Shares;
                        Certain Securities Law Filings ..........................................................50
   Section 10.03.       License Agreement with the Licensor......................................................50
   Section 10.04.       Right of Sponsor to Direct Trustee to Declare a Split of street TRACKS(R)Gold Shares.....50
   Section 10.05.       Indemnification of Underwriter and Initial Marketing Agent...............................50
   Section 10.06.       Reduction in Fees of Sponsor and Initial Marketing Agent.................................51
   Section 10.07.       Certain Matters Relating to Beneficial Owners............................................51
   Section 10.08.       Prospectus Delivery......................................................................52
   Section 10.09.       New York Law to Govern...................................................................52
   Section 10.10.       Consent to Jurisdiction..................................................................52
   Section 10.11.       Merger...................................................................................53
   Section 10.12.       Notices..................................................................................53
   Section 10.13.       Severability.............................................................................53
   Section 10.14.       Headings.................................................................................54
   Section 10.15.       Counterparts.............................................................................54


                                       ii



                                 TRUST INDENTURE

                                       OF

                           streetTRACKS(R) GOLD TRUST

                            Effective _________, 2004

     This Trust Indenture, dated as of _________, 2004, between World Gold Trust
Services, LLC, as Sponsor, and The Bank of New York, as Trustee,


                                WITNESSETH, THAT:

     WHEREAS the Sponsor desires to establish a trust, to be known as "
streetTRACKS(R) GOLD TRUST" (the "Trust"), pursuant to the laws of the State of
New York; and

     WHEREAS the Sponsor desires to establish the terms on which deposits of
gold may be held IN TRUST against which the Trustee, not in its individual
capacity but solely as Trustee on behalf of the Trust, will issue
streetTRACKS(R) Gold Shares (as hereinafter defined) evidencing fractional
undivided interests in the Trust; and

     WHEREAS the Sponsor desires to provide for other terms and conditions upon
which the Trust shall be established and administered as hereinafter provided;

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Sponsor and the Trustee hereby agree as
follows:


                                    ARTICLE I

                                   DEFINITIONS

     Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

Additional Custodian.

     A custodian in addition to the Initial Custodian or a Successor Custodian,
     appointed pursuant to Section 3.02, and serving from time to time under one
     or more Custody Agreements other than the Allocated Bullion Account
     Agreement and the Unallocated Bullion Account Agreement.

Adjusted Net Asset Value.

     The value of the assets of the Trust less certain liabilities as specified
in Section 5.01.

                                       1


Agreement.

         This Trust Indenture and all amendments and supplements hereto.

Allocated Bullion Account Agreement.

         Shall mean that certain Allocated Bullion Account Agreement entered
         into on or about the date of this Agreement between the Trustee and the
         Initial Custodian, substantially in the form of Exhibit A annexed
         hereto.

Authorized Officer.

         With respect to the Sponsor, shall mean the President, any Managing
Director, any Vice President, any Secretary or any other person or category of
persons named in the resolution(s) authorizing the Sponsor to establish the
Trust or authorizing the Trustee to perform its duties under this Agreement; and
with respect to the Trustee, shall mean a person authorized to sign agreements
of this type in accordance with the By-Laws of the Trustee.

Basket.

         A Creation Basket or a Redemption Basket, as the context may require.

Beneficial Owner.

         Shall have the meaning assigned to such term in Section 3.10(d).

Book Entry System.

         Shall have the meaning assigned to such term in Section 8.01(c).

Business Day.

         Any day other than (i) a day on which the Exchange is closed for
         regular trading or (ii) if the transaction involves the receipt or
         delivery of Gold or confirmation thereof in the United Kingdom or in
         some other jurisdiction, (y) a day on which banking institutions in the
         United Kingdom or in such other jurisdiction, as the case may be, are
         authorized by law to close or a day on which the London gold market is
         closed or (z) a day on which banking institutions in the United Kingdom
         or in such other jurisdiction, as the case may be, are authorized to be
         open for less than a full business day or the London gold market is
         open for trading for less than a full business day and transaction
         procedures required to be executed or completed before the close of the
         business day may not be so executed or completed.


                                       2


Cash Account.

         The account created pursuant to Section 3.03.

Cash Deposit.

         Shall have the meaning assigned to such term in Section 2.03(c).

Cash Redemption Amount.

         Shall have the meaning assigned to such term in Section 5.02(c).

Clearing Agency.

         Shall have the meaning assigned to such term in Section 8.01(c).

COMEX.

         The Comex Division of the NYMEX.

CPI-U.

         The National Consumer Price Index for All Urban Consumers, as published
         by the United States Department for Labor, or any successor index.

Creation Basket.

         The minimum number of streetTRACKS(R) Gold Shares that may be created
         at any one time, which is 100,000.

Creation Basket Deposit.

         Shall have the meaning assigned to such term in Section 2.01(4).

Creation Basket Gold Deposit Amount.

         10,000 Fine Ounces of Gold, as adjusted by the Trustee pursuant to
         Section 2.03(d) and 2.05.

Custodian.

         (a) The Initial Custodian, (b) any Additional Custodian, or (c) any
         Successor Custodian, provided that the Sponsor and the Trustee are
         satisfied that (1) while the Trust receives, holds or delivers Gold as
         defined in clause (a) or (b) of the definition of Gold herein, at least
         one Custodian shall be a clearing member of LBMA, and (2) while the
         Trust receives, holds or delivers Gold as defined in clause (c) of the
         definition of Gold herein,

                                       3


         at least one Custodian is qualified to serve as a custodian for such
         Gold for the market and in the jurisdiction where such Gold is traded.

Custody Accounts.

         (a) The Trust Allocated Account and the Trust Unallocated Account
         maintained by the Initial Custodian for the Trust, and (b) such other
         account maintained by a Custodian for the Trust pursuant to a Custody
         Agreement.

Custody Agreements.

         Shall mean (i) the Allocated Bullion Account Agreement and the
         Unallocated Bullion Account Agreement entered into between the Trustee
         and the Initial Custodian, substantially in the forms annexed hereto
         as, respectively, Exhibit A (Allocated) and Exhibit B (Unallocated),
         and (ii) such other agreements entered into by the Trustee with a
         Custodian pursuant to Section 3.02(d) providing for the deposit,
         safekeeping or delivery of Gold and related services.

Depositor.

         Each Participant that may from time to time deposit a Creation Basket
         Deposit with the Trustee.

Depository.

         The Depository Trust Company, New York, New York, or such other
         depository of streetTRACKS(R) Gold Shares as may be selected by the
         Sponsor and Trustee as specified herein.

Depository Agreement.

         The Letter of Representations from the Sponsor and the Trustee to the
         Depository, dated as of _________________ , as the same may be from
         time to time amended or supplemented.

Discretionary Termination Amount.

         The amount specified in Section 9.01(a).

Distribution Agreement.

         The agreement between the Sponsor and the Underwriter under which the
         Underwriter will purchase the number of Creation Baskets specified in
         the agreement.


                                       4




Distribution Date.

         The date(s) for distribution of amounts from the Cash Account,
         established by the Sponsor and Trustee pursuant to Section 3.05(e).

DTC Participants.

         Shall have the meaning assigned to such term in Section 3.10(c).

Evaluation Time.

         The time on any Business Day when the London P.M. Fix is announced or,
         if no London P.M. Fix is made on such Business Day or if the London
         P.M. Fix has not been announced by 12:00 p.m. New York time on such
         Business Day, 12:00 p.m. New York time.

Exchange.

         The New York Stock Exchange or, if the streetTRACKS(R) Gold Shares
         shall cease to be listed on The New York Stock Exchange and are listed
         on one or more other exchanges, the exchange on which the
         streetTRACKS(R) Gold Shares are principally traded, as specified by the
         Sponsor.

Fine Ounce.

         The measure of fine gold content, calculated by multiplying the gross
         weight in Ounces by the fineness, expressed in terms of the fine metal
         content in parts per 1000, in accordance with The Good Delivery Rules
         for Gold and Silver Bars contained in the Rules promulgated by the
         LBMA.

Fiscal Year.

         The fiscal year of the Trust which shall initially be the calendar
         year. The Sponsor shall have the continuing right to select an
         alternate fiscal year.

Global Security.

         The global certificate issued to the Depository as provided in the
         Depository Agreement, substantially in the form attached hereto as
         Exhibit D.

Gold.

         (a) Gold bullion meeting the requirements of London Good Delivery, (b)
         credit to an account maintained on an Unallocated Basis representing
         the right to receive gold bullion meeting the requirements specified
         for London Good Delivery and (c) such other gold bullion as may
         hereafter be specified by the Sponsor and Trustee from time to time and


                                       5


         disclosed in the Prospectus, provided that any gold bullion so
         specified shall have that minimum fineness required for London Good
         Delivery of gold. All gold bullion in addition shall (i) have that
         minimum fineness required for gold under the COMEX Rules and (ii) not
         have numismatic or other value apart from its intrinsic mineral value,
         provided that the Trustee shall not be liable to any person for the
         consequences of any gold bullion not meeting the minimum fineness
         required for gold under the COMEX Rules if those Rules require a
         greater minimum fineness than the LBMA Rules and the Trustee shall be
         indemnified against any loss, liability or expense in connection with
         any claim of liability arising therefrom as provided in Section 8.05.

Good Delivery.

         London Good Delivery, or the equivalent rules of such other gold market
         where the Sponsor may direct the Trustee in accordance with Section
         3.02(b) to arrange through a Custody Agreement for safekeeping of Gold
         and services in connection with its deposit and delivery, provided that
         any gold bullion permitted to be delivered to a Trust Allocated Account
         in such market shall meet the definition of Gold under this Agreement.

HBUS London Branch.

         HSBC Bank USA, National Association, acting by its London branch.

Indirect Participants.

         Shall have the meaning assigned to such term in Section 3.10(c).

Initial Custodian.

         HBUS London Branch.

Initial Date of Deposit.

         The date hereof.

Initial Deposit.

         The deposit of Gold and cash, if any, made by a Depositor with the
         Custodian and Trustee, respectively, on the Initial Date of Deposit
         specified in Schedule A hereto.

Initial Marketing Agent.

         State Street Global Markets, LLC, a Delaware limited liability company.

                                       6


Internal Revenue Code.

         The Internal Revenue Code of 1986, as amended, or any successor
         provisions.

LBMA.

         The London Bullion Market Association.

London Good Delivery.

         Shall have the meaning assigned thereto in The Good Delivery Rules for
         Gold and Silver Bars contained in the Rules promulgated by the LBMA.

London P.M. Fix.

         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, England time.

Marketing Agent

         The Initial Marketing Agent and any other entity engaged by the Sponsor
         from time to time to assist with the marketing of the streetTRACKS(R)
         Gold Shares as provided in Section 3.08.

Marketing Agent Agreement

         The agreement entered into by the Sponsor with the Initial Marketing
         Agent pursuant to Section 3.08 in the form annexed as Exhibit E.

Net Asset Value.

         The value of the Trust determined under Section 5.01.

Net Asset Value per streetTRACKS(R) Gold Share.

         The value of an streetTRACKS(R) Gold Share determined under Section
         5.01.

NYMEX.

         The New York Mercantile Exchange.

Order Cut-Off Time.

         Close of regular trading on the Exchange, usually 4:00 p.m. New York
         time.

Ounce.

                                       7


         A troy ounce, equal to 1.0971428 ounces avoirdupois.

Participant.

         An entity that (1) is a DTC Participant, (2) maintains a Participant
         Unallocated Account and (3) has entered into a Participant Agreement
         which, at the relevant time, is in full force and effect.

Participant Agreement.

         An agreement among the Trustee, the Sponsor and a Participant,
         substantially in the form set forth in Exhibit C hereto, as the same
         may be from time to time amended in accordance with its terms.

Participant's Custodian.

         Shall mean the custodian with which the Participant Unallocated Account
         is maintained, and shall be the same entity that serves as Custodian of
         a Custody Account maintained for the Trust on an Unallocated Basis.

Participant Unallocated Account.

         Shall mean the account maintained on an Unallocated Basis by the
         Participant's Custodian for a Participant.

Prospectus.

         The prospectus relating to the Trust as most recently filed with the
         SEC pursuant to Rule 424 under the Securities Act of 1933, as amended.

Purchase Order.

         Shall have the meaning assigned thereto in Section 2.03(a)(i).

Purchase Order Date.

         Shall have the meaning assigned thereto in Section 2.03(a)(i).

Record Date.

         The date(s) established by the Sponsor and the Trustee pursuant to
Section 3.05(e) for distributions from the Cash Account.

Redemption Basket.

                                       8


         The minimum number of streetTRACKS(R) Gold Shares that may be redeemed
         pursuant to Section 5.02, which shall be the number of shares
         constituting a Creation Basket on the Redemption Order Date.

Redemption Distribution.

         The property delivered in satisfaction of a redemption of a Redemption
         Basket as specified in Section 5.02(c).

Redemption Order.

         Shall have the meaning assigned thereto in Section 5.02(a).

Redemption Order Date.

         Shall have the meaning assigned thereto in Section 5.02(b).

Redemption Settlement Date.

         Shall have the meaning assigned thereto in Section 5.02(d).

Rules.

         The rules, regulations, practices and customs of the LBMA or the COMEX
         as the context shall indicate, or in the case of Gold as defined in
         clause (c) of the definition of Gold herein, the rules, regulations,
         practices and customs of the market and jurisdiction where such Gold is
         traded.

SEC.

         The Securities and Exchange Commission.

Sponsor.

         World Gold Trust Services, LLC, or any entity into which it may be
         merged or with which it may be consolidated, or any entity resulting
         from any merger or consolidation to which it shall be a party, or any
         entity succeeding to all or substantially all of its business as
         sponsor of the Trust, or any successor Sponsor designated as such by
         operation of law or any successor Sponsor appointed as herein provided.

Sponsor Indemnified Party.

         Shall have the meaning assigned to such term in Section 7.05(b).

streetTRACKS(R) Gold Share.

                                       9


         Each unit, having no par value, of fractional undivided beneficial
         interest in and ownership of the Trust, which interest initially shall
         equal a fraction whose numerator is 1 and whose denominator is the
         number of streetTRACKS(R) Gold Shares issued in the Initial Deposit and
         specified in Schedule A hereto. The denominator of such fraction shall
         be decreased by the number of any streetTRACKS(R) Gold Shares redeemed
         as provided in Sections 5.02 and 5.03, and shall be increased by the
         number of any streetTRACKS(R) Gold Shares created and issued pursuant
         to Section 2.03, and increased or decreased pursuant to any split or
         reverse split directed by the Sponsor pursuant to Section 10.04.

Successor Custodian.

         A custodian appointed by the Trustee pursuant to Section 3.02 in lieu
         of the Initial Custodian or any predecessor Successor Custodian.

Suspended Redemption Order.

         Shall have the meaning assigned to such term in Section 5.02(d).

Transaction Fee.

         Shall have the meaning assigned to such term in Section 2.03(f).

Trust.

         Shall mean the trust created by this Agreement as constituted from
         time to time.

Trust Allocated Account.

         The Custody Account maintained by the Initial Custodian for the Trust
         pursuant to the Allocated Bullion Account Agreement, or if applicable,
         another account maintained by another Custodian recording the amount of
         gold bullion held for the Trust on an allocated basis, as the case may
         be.

Trustee.

         The Bank of New York or any entity into which it may be merged or
         converted, or with which it may be consolidated, or any entity
         resulting from any merger, conversion or consolidation to which it
         shall be a party, or any entity succeeding to all or substantially all
         of its corporate trust business, or any successor Trustee designated as
         such by operation of law or appointed as herein provided.

Trustee Indemnified Party.

          Shall have the meaning assigned to such term in Section 8.05.

Trust Unallocated Account.

                                       10


         The account maintained by the Initial Custodian for the Trust pursuant
         to the Unallocated Bullion Account Agreement, or another account
         maintained by an Additional Custodian or a Successor Custodian for the
         Trust on an Unallocated Basis, as the case may be.

Unallocated Basis.

         Shall mean, with respect to a Gold account maintained by a custodian,
         that the person in whose name the account is held is entitled to
         delivery in accordance with the Rules of an amount of Gold equal to the
         amount of Gold standing to the credit of the person's account but has
         no ownership interest in any Gold that the custodian owns or holds.
Underwriter.

         UBS Securities LLC

Underwriter's Order Date.

         Shall have the meaning assigned such term in Section 2.02(c).

Underwriter's Settlement Date.

           Shall have the meaning assigned such term in Section 2.02(c).

Other Usages.

         The following usages shall apply in interpreting this agreement.

         (1) References to a governmental or quasigovernmental agency, authority
         or instrumentality or an authorized self-regulatory organization
         (including the SEC, COMEX, NYMEX and LBMA) shall also refer to a
         regulatory or other body that succeeds to the functions of the agency,
         authority or instrumentality.

         (2) "A or B" means "A or B or both."

         (3) Including" means "including, but not limited to."

                                   ARTICLE II

           SCOPE OF TRUSTEE'S DUTIES, INITIAL DEPOSIT AND DECLARATION
             OF TRUST, SUBSEQUENT CREATIONS AND ISSUANCE OF CREATION
                   BASKETS, REQUIREMENTS FOR DELIVERY OF GOLD

         SECTION 2.01.  SCOPE OF TRUSTEE'S DUTIES.

         Subject to the terms and conditions of this Agreement, the Trustee is
hereby authorized to and shall perform only the following services for the Trust
as its Trustee:

                                       11


     (1)  enter into the Custody Agreements with the Initial Custodian;

     (2)  receive from Participants and process properly submitted Purchase
          Orders, as described in Section 2.03(a);

     (3)  in connection with Purchase Orders, (i) receive Cash Deposits defined
          in Section 2.03(c)) from Participants, (ii) notify the Custodian to
          expect to receive a transfer into the Trust Unallocated Account of the
          Gold that a Participant has instructed the Custodian to deliver to the
          Trust Unallocated Account, (iii) instruct the Custodian to allocate
          and transfer allocated gold from the Trust Unallocated Account to the
          Trust Allocated Account, and (iv) receive reports relating to the
          Custody Accounts from the Custodian indicating, among other things,
          that the Custodian has received Gold from Participants for the credit
          of the Trust and has allocated such Gold to the Trust Allocated
          Account, as described in Section 2.03(a)(iii), 3.02(d) and as provided
          in the Custody Agreements under which such Gold is received;

     (4)  in connection with Purchase Orders, deliver Creation Baskets to the
          Depository for the account of the Participant placing a Purchase Order
          for which the Trustee has received the Participant's Cash Deposit, if
          any, and (through the Custodian) the Participant's Creation Basket
          Gold Deposit Amount (the Cash Deposit and the Creation Basket Gold
          Deposit Amount together constituting the "Creation Basket Deposit"),
          as described in Section 2.03(b);

     (5)  receive from Participants and process properly submitted Redemption
          Orders, as described in Section 5.02, or as may from time to time be
          permitted by Section 5.03;

     (6)  in connection with Redemption Orders, instruct the Custodian to
          transfer Gold (i) from the Trust Allocated Account to the Trust
          Unallocated Account and (ii) from the Trust Unallocated Account to the
          Participant Unallocated Account of the redeeming Participant, as
          described in Section 5.02;

     (7)  in connection with Redemption Orders, receive from the redeeming
          Participant through the Depository, and thereupon cancel,
          streetTRACKS(R) Gold Shares corresponding to the Redemption Baskets to
          be redeemed, or as may from time to time be permitted by Section 5.03;

     (8)  on behalf of the Trust, enter into Custody Agreements as provided in
          Section 3.02(a) and (d), monitor the performance of the Custodian (as
          described in Section 3.02(c)) and enforce each Custody Agreement, as
          described in Section 3.02(c), and give the instructions to a Custodian
          provided in Sections 3.02(e) and (g);

     (9)  determine on each Business Day (i) the Creation Basket Gold Deposit
          Amount, as described in Sections 2.03 and 2.05, (ii) the valuation of
          Gold

                                       12


          owned or to be received by the Trust, as described in Article IV,
          (iii) the Adjusted Net Asset Value and Net Asset Value of the Trust
          and the Net Asset Value per streetTRACKS(R) Gold Share, as described
          in Section 5.01;

     (10) establish and maintain (i) the Cash Account as described in Sections
          3.03 and 3.05 and (ii) a Reserve Account, as described in Section
          3.04; provide or arrange for custody of the Trust's assets other than
          cash and Gold; and record the ownership of the Trust's assets as
          provided in Section 3.02(f)

     (11) accrue and pay charges of the Trust as described in Section 3.05, and
          sell Gold to raise cash to pay such charges pursuant to Section
          3.05(d);

     (12) distribute to the Beneficial Owners any excess cash in the Cash
          Account, as described in Section 3.05(e);

     (13) sell Gold as authorized or directed pursuant to Section 3.07;

     (14) notify the Sponsor of notices received and take actions as provided in
          Section 3.09;

     (15) interact with the Depository as provided in Section 3.10 or as
          otherwise required hereunder;

     (16) keep proper books of record and account of all transactions of the
          Trustee under this Agreement, as described in Section 8.02(a),
          maintain a copy of this Agreement available for inspection as provided
          in Section 8.03, and furnish to DTC Participants after the end of each
          Fiscal Year, an annual report and other information, as described in
          Section 3.06;

     (17) take the actions authorized under Sections 7.03 and 8.01(s) in the
          circumstances described therein affecting the Sponsor's continued
          performance under this Agreement;

     (18) arrange for the annual audit of the accounts of the Trust and prepare
          or cause to be prepared tax and other regulatory filings as provided
          in Section 8.02;

     (19) communicate as described in Section 3.10 with Beneficial Owners as may
          from time to time be required in connection with the administration of
          the Trust;

     (20) terminate the Trust in accordance with Article IX, as described
          therein;

     (21) discharge its duties under the Participant Agreement and any Custody
          Agreement; and

     (22) undertake such actions, in the Trustee's discretion, as the Trustee
          shall deem necessary or desirable to protect the Trust and the rights
          and interest of the Beneficial Owners in accordance with this
          Agreement.

                                       13


      SECTION 2.02.  INITIAL DEPOSIT, DECLARATION OF TRUST AND ISSUANCE OF
INITIAL CREATION BASKETS.

          (a) The Trustee acknowledges that the Trustee has received (i) from
the Initial Custodian confirmation that the Initial Custodian has credited the
Initial Deposit to the Trust Unallocated Account, and (ii) the Transaction
Fee(s) (defined under Section 2.03(f)) payable with respect to the Purchase
Order(s) relating to issuance of the initial Creation Baskets, if any. The
Trustee hereby declares that subject to the terms and conditions of this
Agreement, (i) the Initial Deposit, (ii) all Gold that the Custodian credits to
the Trust Allocated Account, the Trust Unallocated Account and any other Custody
Account, in accordance with the Custody Agreements, and (iii) all other assets
owned by the Trust from time to time, shall be owned by the Trust and the
Trustee as trustee thereof, for the use and benefit of all present and future
Beneficial Owners in accordance with their respective beneficial interests as
the same may be constituted from time to time.

          (b) The Trustee hereby confirms that, in exchange for the Initial
Deposit, the Trustee has issued the Global Security to the Depository and that,
upon the registration statement for the sale of the streetTRACKS(R) Gold Shares
being declared effective, the Trustee will direct the Depository to credit to
the Depositor identified in Schedule A the streetTRACKS(R) Gold Shares
constituting the number of Creation Baskets identified in such Schedule A.

          (c) Pursuant to the Distribution Agreement, on the third Business Day
following the date on which the Distribution Agreement is signed (the date on
which the Distribution Agreement is signed, the "Underwriter's Order Date" and
the third following Business Day, the "Underwriter's Settlement Date"), or such
later Business Day which the Sponsor shall specify by written instruction to the
Trustee received by the Trustee not later than the Business Day preceding the
Underwriter's Settlement Date, the Underwriter shall deliver to the Custodian
the Creation Basket Deposit, computed for the Underwriter's Order Date, for the
number of Creation Baskets specified in the Distribution Agreement and, upon
notice from the Custodian that the Custodian has received such Creation Basket
Deposit, the Trustee shall issue and deliver such number of Creation Baskets to
the Depository for credit to the account of the Underwriter.

      SECTION 2.03.  SUBSEQUENT CREATIONS AND ISSUANCE OF CREATION BASKETS.

          (a) After the Initial Deposit, the following procedures, as
supplemented by the more detailed procedures specified in the attachment to the
Participant Agreement, which may be amended from time to time in accordance with
the provisions of the Participant Agreement (and any such amendment will not
constitute an amendment of this Agreement), will govern the Trustee in the
creation and issuance of additional Creation Baskets. Subject to the limitations
upon and requirements for issuance of Creation Baskets stated herein and in such
procedures, the number of Creation Baskets which may be issued by the Trust is
unlimited.

     (i)  On any Business Day, a Participant may submit a request to the Trustee
          to create one or more Creation Baskets (such request by a Participant,
          a "Purchase Order") in the manner provided in the Participant
          Agreement. Purchase Orders must be received by the Order Cut-Off Time
          on a Business Day (the "Purchase Order

                                       14


          Date"). The Trustee will process Purchase Orders only from
          Participants with respect to which the Participant Agreement is in
          full force and effect. The Trustee and the Sponsor will each maintain
          and make available at their respective offices specified in Section
          10.12 during normal business hours a current list of the Participants
          with respect to which the Participant Agreement is in full force and
          effect. The Sponsor directs the Trustee to deliver a copy of the
          Prospectus to each Participant prior to its execution and delivery of
          the Participant Agreement.

     (ii) Any Purchase Order is subject to rejection by any of the
          Sponsor or the Trustee pursuant to Section 2.03(e).

    (iii) After accepting a Participant's Purchase Order, the Trustee will
          issue and deliver Creation Baskets to fill a Participant's Purchase
          Order at or shortly after 9:00 a.m. New York time on the third
          Business Day after the Purchase Order Date, but only if by such time
          the Trustee has received (A) for its own account, the Transaction Fee,
          (B) for the account of the Trust the Cash Deposit, if any, and (C)
          notice from the Custodian (which need not be the Custodian's official
          report of transactions for such day) that the Custodian has received
          for the account of the Trust to the credit of the Trust Unallocated
          Account (or other Custody Account provided for in the relevant Custody
          Agreement), from the Participant Unallocated Account (or other account
          of the Participant from which Gold may be transferred to the Trust in
          accordance with the relevant Custody Agreement) the Creation Basket
          Gold Deposit Amount due from the Participant submitting the Purchase
          Order.

          (b) Upon issuing a Creation Basket pursuant to a Purchase Order of a
Participant, the Trustee will deposit the Creation Basket with the Depository in
accordance with the Depository's customary procedures, for credit to the account
of the Participant that placed the Purchase Order.

          (c) The Cash Deposit ("Cash Deposit") shall be an amount of cash equal
to the cash held or receivable by the Trust as of the Purchase Order Date, if
any, less the fees, expenses and other liabilities of the Trust accrued through
the Purchase Order Date, as computed by the Trustee under Section 5.01, divided
by the number of streetTRACKS(R) Gold Shares outstanding immediately before the
Purchase Order Date, and then multiplied by the number of streetTRACKS(R) Gold
Shares to be created pursuant to the Participant's Purchase Order. A negative
Cash Deposit amount will reduce the Creation Basket Gold Deposit Amount pursuant
to Section 2.05. If, notwithstanding the provisions of Section 3.07, the Trust
holds assets other than Gold, cash or cash receivables, no Purchase Orders will
be accepted until such other assets have been sold or otherwise disposed of.

          (d) The quantity of Gold included in the Creation Basket Gold Deposit
Amount will change as a result of expenses paid and expenses accrued in excess
of cash then held by the Trust, and shall be determined by the Trustee in the
manner specified in Section 2.05. The Trustee's determination of the Creation
Basket Gold Deposit Amount and the amount of the Cash Deposit, if any, required
for each Creation Basket Deposit shall be final and binding upon all persons
interested in the Trust.

                                       15


          (e) The Trustee shall have the absolute right, but shall have no
obligation, to reject any Purchase Order or Creation Basket Deposit (i)
determined by the Trustee not to be in proper form; (ii) that the Sponsor has
determined and advised the Trustee would have adverse tax consequences to the
Trust or to Beneficial Owners; (iii) the acceptance or receipt of which would,
in the opinion of counsel to the Sponsor acceptable to the Trustee, be unlawful;
or (iv) if circumstances outside the control of the Trustee, the Custodian or
the Sponsor make it for all practical purposes not feasible to process creations
of Creation Baskets. Neither the Trustee nor the Sponsor shall be liable to any
person by reason of the rejection of any Purchase Order or Creation Basket
Deposit.

          (f) A non-refundable transaction fee will be payable to the Trustee
for its own account in connection with each Purchase Order pursuant to this
Section and in connection with each Redemption Order pursuant to Section 5.02
("Transaction Fee"). The Transaction Fee charged in connection with each such
creation and redemption shall be initially $2,000, but may be changed as
provided in Section 2.03(g). Even though a single Purchase Order or Redemption
Order may relate to multiple Creation Baskets, only a single Transaction Fee
will be due for each Purchase Order or Redemption Order.

          (g) The Transaction Fee may subsequently be waived, modified, reduced,
increased or otherwise changed by the Trustee with the consent of the Sponsor,
but will not in any event exceed 0.10% of the value of a Creation Basket at the
time of creation or of a Redemption Basket at the time of redemption, as the
case may be (in each case determined at the Net Asset Value per Share for the
date of the Purchase Order or Redemption Order, respectively). Promptly after
agreeing to and prior to implementing such change, the Sponsor shall cause the
current Prospectus for the Trust to be amended to reflect any such changes in
the Transaction Fee. The Trustee shall notify the Depository of any agreement to
change the Transaction Fee and shall not implement any increase for redemptions
of outstanding streetTRACKS(R) Gold Shares until 30 days after the date of that
notice. The amount of the Transaction Fee in effect at any given time shall be
made available by the Trustee upon request.

          (h) Certificates for Creation Baskets will not be issued, other than
the Global Security issued to the Depository. So long as the Depository
Agreement is in effect, Creation Baskets will be issued and redeemed and
streetTRACKS(R) Gold Shares will be transferable solely through the book-entry
systems of the Depository and the DTC Participants and their Indirect
Participants as more fully described in Section 3.10. The Depository may
determine to discontinue providing its service with respect to Creation Baskets
and streetTRACKS(R) Gold Shares by giving notice to the Trustee and the Sponsor
pursuant to and in conformity with the provisions of the Depository Agreement
and discharging its responsibilities with respect thereto under applicable law.
Under such circumstances, the Trustee and the Sponsor shall take action either
to find a replacement for the Depository to perform its functions at a
comparable cost and on terms acceptable to the Trustee and the Sponsor or, if
such a replacement is unavailable, to terminate the Trust.

     SECTION 2.04.  REQUIREMENTS FOR DEPOSITS OF GOLD.

          (a) Except as provided in paragraph (b) of this Section, Gold may be
delivered for deposit to the Trust only by transfer to the Trust Unallocated
Account maintained

                                       16


by the Custodian on behalf of the Trust from a Participant Unallocated Account
pursuant to the procedures specified in the Participant Agreement. The expense
and risk of delivery, ownership and safekeeping of Gold until such Gold has been
received by the Trust shall be borne solely by the Depositor.

          (b) The Trustee shall accept delivery of Gold by such other means as
the Sponsor, from time to time, may determine to be acceptable for the Trust,
provided that the same is disclosed in the Prospectus. If Gold is to be
delivered other than as described in Section 2.04(a), the Sponsor is authorized
to establish such procedures and to appoint such custodians and establish such
custody accounts in addition to those described herein, as the Sponsor
determines to be desirable.

                                       17


         SECTION 2.05.  CREATION BASKET GOLD DEPOSIT AMOUNT.

         The Trustee will adjust the quantity of Gold included in the Creation
Basket Gold Deposit Amount as appropriate to reflect sales or other disposition
of Gold for payment of Trust expenses or otherwise and as may be required to
reflect accrued expenses in excess of the value of assets of the Trust other
than Gold, as computed under Section 5.01. In general, in order to effectuate
the foregoing, the Trustee shall first determine the excess (if any) of accrued
expenses and other liabilities over the value of all assets of the Trust other
than Gold, utilizing the Net Asset Value for the date of the adjustment. The
Trustee shall determine the quantity of Gold equal in value to such excess, at
the price of Gold determined under Section 4.01 hereof for such date. The
Trustee shall subtract that number of Fine Ounces of Gold from the total number
of Fine Ounces of Gold then held by the Trust, and divide the resulting Gold
amount by the number of Baskets then outstanding. Fractions of a Fine Ounce of
Gold included in the Creation Basket Gold Deposit Amount smaller than 0.001 of a
Fine Ounce shall be disregarded. The Sponsor intends to publish, or may
designate other persons to publish, on each Business Day, the quantity of Gold
included in the Creation Basket Gold Deposit Amount and the Cash Deposit, if
any. If the Sponsor elects to publish such information, the inability of the
Sponsor or its designee to provide such information for any period of time will
not in itself result in a halt in the trading of streetTRACKS(R) Gold Shares on
the Exchange.

                                   ARTICLE III

                           ADMINISTRATION OF THE TRUST

         SECTION 3.01.  INITIAL EXPENSE.

         The cost of (i) organizing the Trust and (ii) the initial sale of the
streetTRACKS(R) Gold Shares shall be borne by the Sponsor, provided, however,
that the liability of the Sponsor under this Section 3.01 shall not include any
fees or other expenses incurred in connection with the administration of the
Trust subsequent to the commencement of trading of streetTRACKS(R) Gold Shares
on the Exchange.


         SECTION 3.02.  CUSTODY OF GOLD: ALLOCATED AND UNALLOCATED ACCOUNTS,
ADDITIONAL CUSTODIANS AND SUCCESSOR CUSTODIANS, DUTY TO MONITOR CUSTODIANS,
CERTAIN REQUIREMENTS FOR CUSTODY AGREEMENTS, DUTY TO ALLOCATE GOLD, TRUST ASSETS
TO BE FREE OF LIENS, ETC.

          (a) Concurrently with the execution of this Agreement, the Trustee,
acting on behalf of the Trust, shall enter into Custody Agreements with the
Initial Custodian in the form of the Allocated Bullion Account Agreement,
annexed hereto as Exhibit A, and the Unallocated Bullion Account Agreement,
annexed hereto as Exhibit B. Pursuant to these Custody Agreements, the Initial
Custodian shall maintain for the account of the Trust (i) the Trust Allocated
Account to which the Initial Custodian will credit Gold held for the Trust on an
allocated basis and (ii) the Trust Unallocated Account recording the amount of
Gold owned by the Trust on an Unallocated Basis. Unless the Sponsor otherwise
directs, the Trustee shall maintain only one Trust Unallocated Account for the
Trust at any time. Each other Custody Agreement entered into by the Trustee with
a Custodian on behalf of the Trust shall be in a form suitable for the type of
Gold and the market for which the Custodian shall be providing its

                                       18


services. The terms of such other Custody Agreement shall include provisions
substantially similar to those set forth in paragraph (d) of this Section,
unless the Sponsor permits the Trustee in writing to enter into a Custody
Agreement that omits any such provision.

          (b) From time to time, the Sponsor may direct the Trustee to employ
one or more other custodians (each, an "Additional Custodian" or a "Successor
Custodian") in addition to or in replacement of the Initial Custodian or any
Successor Custodian or Additional Custodian for the safekeeping of Gold and
services in connection with its deposit and delivery, provided that the Sponsor
may not direct the employment of a Successor Custodian or an Additional
Custodian without the Trustee's consent, if such employment would have a
materially adverse effect on the Trustee's performance of its duties hereunder.
The Trustee may also, with the prior approval of the Sponsor, employ one or more
other Successor Custodians or Additional Custodians selected by the Trustee for
the safekeeping of Gold and services in connection with its deposit and
delivery.

          (c) The Trustee shall be responsible for monitoring the performance of
each Custodian and for taking such actions to enforce the obligations of each
Custodian as are necessary to protect the Trust and the rights and interests of
the Beneficial Owners. In the event that the Trustee determines that maintenance
of Gold with a Custodian is not in the best interest of the Beneficial Owners,
the Trustee shall so advise the Sponsor and thereafter take such reasonable
action as the Sponsor shall direct, or if the Sponsor has not given direction
within one Business Day, shall initiate action to remove the Gold from the
custody of the Custodian or take such other action as the Trustee determines
appropriate to safeguard the interests of the Beneficial Owners. The Trustee
shall have no liability for any such action taken at the direction of the
Sponsor or, in the absence of such direction, any action taken by it in good
faith.

          (d) Before entering into the Custody Agreements attached hereto as
Exhibits A and B with the Initial Custodian, the Trustee has determined that
these agreements protect the Trust and the rights and interests of the
Beneficial Owners. Before initially placing Gold with an Additional Custodian or
a Successor Custodian, the Trustee shall have determined that the relevant
Custody Agreement and any related custody arrangements satisfy substantially the
following requirements, unless the Sponsor has permitted the Trustee in writing
to enter into the relevant Custody Agreement without satisfaction of one or more
of these requirements:

     (i)  That Gold held by the Custodian will be held in a vault maintained
          under the control of the Custodian, or held by or for a sub-custodian
          employed as authorized by the relevant Custody Agreement.

     (ii) That the Custodian shall deliver Gold held on behalf of the Trust by
          the Custodian, or by or for any sub-custodian employed by the
          Custodian, only to such persons and at such times as specified in
          instructions furnished to it by the Trustee in a writing signed by an
          authorized person or by authenticated electronic transmission, or any
          substantial equivalent, and each Custody Agreement shall contain an
          explicit undertaking by the Custodian to this effect.

    (iii) That as of the close the business on any Business Day, the balance of
          any Custody Account maintained by a Custodian for the Trust on an
          Unallocated Basis shall

                                       19


          not exceed the maximum fine weight of the standard measure of Gold
          used by the Custodian for Good Delivery in the market in which it
          operates, for example, 430 Fine Ounces in the London market.

     (iv) That when the Trustee instructs the Custodian (1) to debit Gold from a
          Trust Allocated Account maintained by the Custodian for transfer to a
          Custody Account maintained by the Custodian for the Trust on an
          Unallocated Basis and (2) to execute the instruction on the same
          Business Day as and in connection with one or more instructions the
          Trustee gives to the Custodian, the Custodian will use commercially
          reasonable efforts to execute the instructions in a manner that
          minimizes the time the Gold to be debited from the Trust Allocated
          Account stands to the credit of the Custody Account maintained for the
          Trust by the Custodian on an Unallocated Basis.

     (v)  That Gold transferred from a Custody Account of the Trust maintained
          on an Unallocated Basis (including any transfers for deposit to a
          Trust Allocated Account) or upon transfer from a Trust Allocated
          Account for credit to the Custody Account of the Trust maintained on
          an Unallocated Basis will be in a form which complies with the
          relevant requirements for Good Delivery and that, if the weight and
          fineness of Gold delivered by the Custodian upon transfer from the
          Custody Account of the Trust maintained on an Unallocated Basis is
          determined to be different from that reported to the Trustee by the
          Custodian, the Custodian will make appropriate credits or debits to
          the Custody Accounts maintained by the Custodian for the Trust such
          that the total Fine Ounces credited by the Custodian to Custody
          Accounts of the Trust equal the amount reported to the Trustee.

     (vi) That, in the event Gold withdrawn from a Custody Account of the Trust
          maintained on an Unallocated Basis does not comply with the relevant
          requirements for Good Delivery or is not of the weight and fineness
          represented in the Custodian's account records, recovery in accordance
          with the Custody Agreements shall not be barred by delay in asserting
          a claim because of the failure to discover such loss or damage,
          regardless of whether the loss or damage could or should have been
          discovered.

    (vii) That (A) the Custodian will be obligated to use reasonable care and
          will be responsible to the Trust for any loss resulting directly from
          its negligence, fraud or willful misconduct, (B) the Custodian will
          maintain, at no cost to the Trust, appropriate insurance in regard to
          its Gold and custody business, and (C) that the Custodian will
          periodically allow the Trustee to review such insurance from time to
          time upon reasonable prior notice and will provide the Sponsor
          information regarding such insurance required by the Sponsor in
          connection with the maintenance of the registration of the
          streetTRACKS(R) Gold Shares, in each case subject to appropriate
          confidentiality agreements.

   (viii) That the Trust's assets held by the Custodian or by or for any
          sub-custodian employed by the Custodian will not be subject to any
          right, charge, security

                                       20


          interest, lien or claim of any kind except (1) a claim of payment by
          the Custodian or any sub-custodian for the safe custody or
          administration of the Trust's assets or, (2) in the case of a Custody
          Account maintained by a Custodian on an Unallocated Basis, liens or
          rights in favor of creditors of such Custodian arising under
          bankruptcy, insolvency or similar laws, and the Custodian shall
          provide a representation to the foregoing effect.

     (ix) That the beneficial ownership of the Gold will be freely transferable
          without the payment of money or value other than for safe custody or
          administration.

     (x)  That the Trust's independent public accountants will be given access
          to records identifying assets of the Trust and access to the Trust's
          assets as required for confirmation of the contents of those records.

     (xi) That the Trustee will receive (1) for each Business Day by no later
          than the following Business Day, information showing the movement of
          Gold into and out of the Custody Accounts maintained by the Custodian
          for the Trust, in sufficient detail to identify each transaction, the
          Business Day on which it occurred and information to allow the Trustee
          to determine the Custodian's compliance with the requirements set
          forth in clause (iii) of this paragraph (d) relating to the intended
          maximum amount of Gold to be held in a Custody Account maintained by
          the Custodian for the Trust on an Unallocated Basis and (2) periodic
          reports (not less than quarterly) with respect to the safekeeping of
          the Trust's assets which shall identify separately the assets held by
          the Custodian and the assets held by each sub-custodian used by the
          Custodian and the assets held by each other party holding assets of
          the Trust on behalf of the Custodian or a sub-custodian.

    (xii) That the Custodian irrevocably consents to the 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 the custody
          agreement or any action taken or omitted thereunder, and waives any
          claim of forum non conveniens and any objections as to laying of
          venue, and 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 the Custodian at its address
          for purposes of notices specified in the relevant Custody Agreement.

          (e) When directing transfers to and from the Custody Accounts of the
Trust, the Trustee will instruct the Custodian (which instruction may be
provided by the relevant Custody Agreement) to take the actions described in
clauses (iii) an (iv) of the preceding paragraph (d) of this Section 3.02.

          (f) The Trustee shall hold and record the ownership of the Trust's
assets in such manner that they will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the Trustee or its
creditors, other than a claim for payment of services, advances, indemnities and
expenses by the Trustee in providing services as trustee or, in the case of cash
deposits, liens or rights in favor of creditors of the Trustee arising under
bankruptcy,

                                       21


insolvency or similar laws and the Trustee, will, as requested by the Sponsor
and at the Trustee's expense, provide an opinion of counsel, satisfactory to the
Sponsor, to the foregoing effect with respect to assets held by the Trustee.

          (g) The Trustee shall instruct each Custodian to transfer from the
Custody Accounts maintained by the Custodian amounts of Gold held as an asset of
the Trust only (i) to another Custody Account, (ii) to effect a sale of Gold in
accordance with the applicable provisions of this Agreement, (iii) to effect a
redemption of streetTRACKS(R) Gold Shares in accordance with the provisions of
Article V hereof, (iv) upon termination of the Trust as provided in Section 9.01
hereof or (v) otherwise as directed by a governmental or regulatory body having
authority to make such direction.

         SECTION 3.03. CASH ACCOUNT.

         The Trustee shall open and maintain a separate non-interest bearing
account with the Trustee or such other banking institution specified by the
Sponsor, or if the Sponsor fails so to specify, as selected by the Trustee, in
the name, and for the benefit, of the Trust, subject only to draft or order by
the Trustee acting pursuant to the terms of this Agreement, and shall hold in
such account all cash received by it from or for the account of the Trust. Such
account shall be known as the "Cash Account." On each Business Day, the Trustee
shall notify the Sponsor, in writing, of the balance of the Cash Account.

         SECTION 3.04. RESERVE ACCOUNT.

         The Trustee shall open and maintain a separate non-interest bearing
account with the Trustee or such other banking institution specified by the
Sponsor, or if the Sponsor fails so to specify, as selected by the Trustee, in
the name, and for the benefit, of the Trust, subject only to draft or order by
the Trustee acting pursuant to the terms of this Agreement, and shall hold in
such account all cash which it has credited to such account from the Cash
Account to reflect the reserves for taxes or other governmental charges and
other contingent liabilities payable out of the Trust that the Trustee has
established from time to time as required by generally accepted accounting
principles. Such account shall be known as the "Reserve Account." The Trustee
shall not be required to transmit to the Depository for distribution to
Beneficial Owners any of the amounts held in such reserves; provided, however,
that if the Trustee, in its sole discretion, determines that such amounts are no
longer necessary for payment of any applicable taxes or other governmental
charges, then it shall promptly deposit such amounts in the Cash Account or, if
the Trust shall have terminated or shall be in the process of termination, the
Trustee shall transfer such amounts to the Depository for distribution to
Beneficial Owners such Beneficial Owners' interest in the amounts previously
reserved in accordance with Section 9.01.


                                       22


         SECTION 3.05. CERTAIN DEDUCTIONS AND DISTRIBUTIONS.

         (a) Subject to paragraph (c) of this Section, monthly, in arrears, the
Trustee shall deduct from moneys held in the Cash Account and pay to itself
individually the amounts that it is at the time entitled to receive pursuant to
Section 8.04 on account of its services performed. The Trustee shall charge the
Cash Account its disbursements for payment of other expenses at such times as
the Trustee determines convenient in its administration of the Trust.

         (b) The following charges are or may be accrued and paid by the Trust:

     (1)  Trustee's fees as set forth in Section 8.04 and Sponsor's fees as set
          forth in Section 7.04;

     (2)  expenses of custody, deposit or delivery of the Gold (exclusive of any
          expenses borne by a Depositor or redeeming Participant as provided
          herein or in the Participant Agreement), and disbursements charged by
          and indemnification due any Custodian;

     (3)  fees of the Trustee for extraordinary services performed under this
          Agreement;

     (4)  taxes, as provided herein, and various other governmental charges;

     (5)  any taxes, fees and charges payable by the Trustee with respect to
          Creation Baskets or Redemption Baskets;

     (6)  expenses and costs of any action taken by a Trustee Indemnified Party
          or a Sponsor Indemnified Party to protect the Trust and the rights and
          interests of Beneficial Owners;

     (7)  indemnification of the Trustee or the Sponsor as provided in this
          Agreement, including, without limitation, in Sections 7.05 and 8.05;

     (8)  expenses incurred in contacting Beneficial Owners in the manner
          described in Section 3.10;

     (9)  legal and auditing expenses, and the compensation paid to agents
          employed by the Trustee as permitted hereunder;

     (10) fees paid to the Depository for custody of streetTRACKS(R) Gold
          Shares;

     (11) federal and state annual fees in keeping the registration of
          streetTRACKS(R)Gold Shares on a current basis pursuant to Section
          10.02 for the issuance of Creation Baskets;

     (12) expenses of the Sponsor relating to the printing and distribution of
          marketing materials describing the Trust and streetTRACKS(R) Gold
          Shares (including

                                       23


          but not limited to, associated legal, consulting, advertising and
          marketing costs and other out-of-pocket expenses);

     (13) fees and expenses of the Marketing Agent; and

     (14) stationery, postage and all other out-of-pocket expenses of the Trust
          not otherwise stated above incurred by it, the Sponsor or the
          Custodian or any Additional Custodian or Successor Custodian pursuant
          to actions permitted or required under this Agreement.

          (c) The Trustee shall, when directed by the Sponsor, and, in the
absence of such direction, may, in its discretion, sell Gold in such quantity
and at such times as may be necessary to permit payment of expenses hereunder
including any of the expenses enumerated in subsection (b) above. The Trustee is
conclusively authorized to sell Gold at such times and in the smallest amounts
required to permit payment of expenses as they come due, it being the intention
to minimize the Trust's holdings of assets other than Gold. Neither the Trustee
nor the Sponsor shall have any liability for loss or depreciation resulting from
sales of Gold so made. Further, the Trustee shall not be liable or responsible
in any way for depreciation or loss incurred by reason of any sale made pursuant
the Sponsor's direction.

          (d) If at any time and from time to time the Trustee and Sponsor
determine that the balance on hand in the Cash Account exceeds the anticipated
expenses of the Trust during the following 12 months, they shall direct that
such excess be distributed and shall establish such Record and Distribution
Dates for such distribution as they deem appropriate. In calculating the amount
of a distribution, fractions of less than $0.01 will be ignored. Notwithstanding
the foregoing, no distribution shall be made if the amount distributable will be
less than $0.01 per streetTRACKS(R) Gold Share outstanding. The Trustee shall
make distributions under this paragraph solely to the Depository as the
registered holder of all streetTRACKS(R) Gold Shares in accordance with Section
3.10(g) and the Trustee shall have no liability to any person in respect of any
distribution so made.

         SECTION 3.06. STATEMENTS AND REPORTS.

         After the end of each Fiscal Year and within the time period required
by applicable laws, rules and regulations, the Trustee will furnish to DTC
Participants holding streetTRACKS(R) Gold Shares in their DTC accounts as of the
end of that Fiscal Year for distribution to each person who was a Beneficial
Owner of streetTRACKS(R) Gold Shares at the end of such Fiscal Year, an annual
report of the Trust containing financial statements audited by independent
accountants designated by the Sponsor and such other information as may be
required by such laws, rules and regulations or otherwise, or which the Sponsor
determines shall be included. The Trustee may distribute the annual report by
any means acceptable to the Depository and the DTC Participants, but the Trustee
shall not be responsible to any person if any notice or report does not reach
any Beneficial Owner.

                                       24


     SECTION 3.07. SALE OF GOLD OR OTHER PROPERTY.

In addition to selling Gold in accordance with Section 3.05(c), the Trustee
shall sell Gold whenever any one or more of the following conditions exist:

          (a) the Sponsor has notified the Trustee that such sale is required by
applicable law or regulation; or

          (b) the Trust is to be terminated and its assets liquidated in
accordance with Section 9.01.

     Any property received by the Trust other than Gold, cash or an amount
receivable in cash (such as, for example, an insurance claim) shall be promptly
sold or otherwise disposed of by the Trustee at the direction of the Sponsor and
the proceeds thereof shall be credited to the Cash Account.

     Unless otherwise directed by the Sponsor, when selling Gold the Trustee
shall endeavor to sell at the value determined under Section 4.01 for the date
of sale. The Trustee shall place orders with dealers (which may include the
Custodian) through which it may reasonably expect to obtain the most favorable
price and execution of orders. Solely in sale transactions made at the next
London "fix" (A.M. or P.M.) following the sale order, the Custodian may also be
the purchaser.

     The Trustee and the Sponsor shall not be liable or responsible in any way
for depreciation or loss incurred by reason of any sale made pursuant to this
Section 3.07.

     SECTION 3.08. COUNSEL; MARKETING AGENT.

          (a) The Sponsor may from time to time employ counsel to act on behalf
of the Trust and perform any legal services in connection with the Gold and the
Trust, including any legal matters relating to the possible disposition or
acquisition of any Gold. The fees and expenses of such counsel shall be paid by
the Trustee from the assets of the Trust.

          (b) To assist the Sponsor in marketing streetTRACKS(R) Gold Shares,
which assistance shall include but shall not be limited to the developing and
executing a marketing plan and preparing marketing materials, the Sponsor shall
enter into a Marketing Agent Agreement with the Initial Marketing Agent in the
form annexed as Exhibit E hereto concurrently with the execution of this
Agreement. The Sponsor may also from time to time employ such other additional
or successor Marketing Agent(s) on such terms and conditions as the Sponsor
determines. Subject to the provisions of Section 10.06 hereof, the fees and
expenses of the Initial Marketing Agent and any successor or additional
Marketing Agent(s) shall be paid by the Trustee from the assets of the Trust.
The Sponsor shall not be answerable for the default or misconduct of the Initial
Marketing Agent and shall not be answerable for the default or misconduct of any
successor or additional Marketing Agent(s) if the Sponsor shall have selected
such successor or additional Marketing Agent(s) with reasonable care. The
Trustee shall have no liability for the terms, value or validity of any
agreement entered into by the Sponsor with a Marketing Agent or for the default
or misconduct of any Marketing Agent.

                                       25


     SECTION 3.09. NOTICE TO SPONSOR.

     If the Trustee receives notice at any time that an action is to be taken by
reason of its holding of the assets of the Trust for which no direction is
provided herein, the Trustee shall promptly notify the Sponsor and shall
thereupon take or refrain from taking such action as the Sponsor shall in
writing direct; provided, however, that if the Sponsor shall not within five
Business Days of the giving of such notice to the Sponsor direct the Trustee to
take or refrain from taking any action, the Trustee shall take such action or
decline to take action as it, in its sole discretion, shall deem advisable.
Neither the Sponsor nor the Trustee shall be liable to any person for any action
or failure to take action with respect to this Section 3.09.


     SECTION 3.10. BOOK-ENTRY-ONLY SYSTEM, GLOBAL SECURITY.

          (a) The Sponsor and the Trustee will enter into the Depository
Agreement pursuant to which the Depository will act as securities depository for
streetTRACKS(R) Gold Shares. streetTRACKS(R) Gold Shares will be represented by
a single Global Security, which will be registered, as the Depository shall
direct, in the name of Cede & Co., as nominee for the Depository and deposited
with, or on behalf of, the Depository. No other certificates evidencing
streetTRACKS(R) Gold Shares will be issued. The Global Security shall be in the
form attached hereto as Exhibit D and shall represent such streetTRACKS(R) Gold
Shares as shall be specified therein, and may provide that it shall represent
the aggregate amount of outstanding streetTRACKS(R) Gold Shares from time to
time endorsed thereon and that the aggregate amount of outstanding
streetTRACKS(R) Gold Shares represented thereby may from time to time be
increased or reduced to reflect deposits or redemptions of Baskets. Any
endorsement of a Global Security to reflect the amount, or any increase or
decrease in the amount, of outstanding streetTRACKS(R) Gold Shares represented
thereby shall be made in such manner and upon instructions given by the Trustee
as specified in the Depository Agreement.

          (b) Any Global Security issued to The Depository Trust Company or its
nominee shall bear a legend substantially to the following effect: "Unless this
certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the Trustee or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is required by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein."

          (c) The Depository has advised the Sponsor and the Trustee as follows:
The Depository is a limited-purpose trust company organized under the laws of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. The Depository was created to hold
securities of its participants (the "DTC Participants") and to facilitate the
clearance and settlement of securities transactions among the DTC Participants
in such securities through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating

                                       26


the need for physical movement of securities certificates. DTC Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations, some of whom (and/or their
representatives) own the Depository. Access to the Depository's system is also
available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly ("Indirect Participants").

          (d) As provided in the Depository Agreement, upon the settlement date
of any creation, transfer or redemption of streetTRACKS(R) Gold Shares, the
Depository will credit or debit, on its book-entry registration and transfer
system, the amount of streetTRACKS(R) Gold Shares so created, transferred or
redeemed to the accounts of the appropriate DTC Participants. The accounts to be
credited and charged shall be designated by the Trustee and each Participant, in
the case of a creation or redemption of Baskets. Ownership of beneficial
interest in streetTRACKS(R) Gold Shares will be limited to DTC Participants,
Indirect Participants and persons holding interests through DTC Participants and
Indirect Participants. Owners of beneficial interests in streetTRACKS(R) Gold
Shares ("Beneficial Owners") will be shown on, and the transfer of beneficial
ownership by Beneficial Owners will be effected only through, in the case of DTC
Participants, records maintained by the Depository and, in the case of Indirect
Participants and Beneficial Owners holding through a DTC Participant or an
Indirect Participant, through those records or the records of the relevant DTC
Participants. Beneficial Owners are expected to receive from or through the
broker or bank that maintains the account through which the Beneficial Owner has
purchased streetTRACKS(R) Gold Shares a written confirmation relating to their
purchase of streetTRACKS(R) Gold Shares.

          (e) So long as Cede & Co., as nominee of the Depository, is the
registered owner of streetTRACKS(R) Gold Shares, references herein to the
registered or record owners of streetTRACKS(R) Gold Shares shall mean Cede & Co.
and shall not mean the Beneficial Owners of streetTRACKS(R) Gold Shares.
Beneficial Owners of streetTRACKS(R) Gold Shares will not be entitled to have
streetTRACKS(R) Gold Shares registered in their names, will not receive or be
entitled to receive physical delivery of certificates in definitive form and
will not be considered the record or registered holder of streetTRACKS(R) Gold
Shares under this Agreement. Accordingly, to exercise any rights of a holder of
streetTRACKS(R) Gold Shares under the Agreement, a Beneficial Owner must rely on
the procedures of the Depository and, if such Beneficial Owner is not a DTC
Participant, on the procedures of each DTC Participant or Indirect Participant
through which such Beneficial Owner holds its interests. The Trustee and the
Sponsor understand that under existing industry practice, if the Trustee
requests any action of a Beneficial Owner, or a Beneficial Owner desires to take
any action that the Depository, as the record owner of all outstanding
streetTRACKS(R) Gold Shares, is entitled to take, in the case of a Trustee
request, the Depository will notify the DTC Participants regarding such request,
such DTC Participants will in turn notify each Indirect Participant holding
streetTRACKS(R) Gold Shares through it, with each successive Indirect
Participant continuing to notify each person holding streetTRACKS(R) Gold Shares
through it until the request has reached the Beneficial Owner, and in the case
of a request or authorization to act being sought or given by a Beneficial
Owner, such request or authorization is given by the Beneficial Owner and
relayed back to the Trustee through each Indirect Participant and DTC
Participant through which the Beneficial Owner's interest in the streetTRACKS(R)
Gold Shares is held.


                                       27


          (f) As described above, the Trustee will recognize the Depository or
its nominee as the owner of all streetTRACKS(R) Gold Shares for all purposes
except as expressly set forth in this Agreement. Conveyance of all notices,
statements and other communications to Beneficial Owners will be effected as
follows. Pursuant to the Depository Agreement, the Depository is required to
make available to the Trustee upon request and for a fee to be charged to the
Trust a listing of the streetTRACKS(R) Gold Share holdings of each DTC
Participant. The Trustee shall inquire of each such DTC Participant as to the
number of Beneficial Owners holding streetTRACKS(R) Gold Shares, directly or
indirectly, through such DTC Participant. The Trustee shall provide each such
DTC Participant with sufficient copies of such notice, statement or other
communication, in such form, number and at such place as such DTC Participant
may reasonably request, in order that such notice, statement or communication
may be transmitted by such DTC Participant, directly or indirectly, to such
Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant
an amount as reimbursement for the expenses attendant to such transmittal, all
subject to applicable statutory and regulatory requirements.

          (g) Distributions on streetTRACKS(R) Gold Shares pursuant to Section
3.05(d) shall be made to the Depository or its nominee, Cede & Co., as the
registered owner of all streetTRACKS(R) Gold Shares. The Trustee and the Sponsor
expect that the Depository or its nominee, upon receipt of any payment of
distributions in respect of streetTRACKS(R) Gold Shares, shall credit
immediately DTC Participants' accounts with payments in amounts proportionate to
their respective beneficial interests in streetTRACKS(R) Gold Shares as shown on
the records of the Depository or its nominee. The Trustee and the Sponsor also
expect that payments by DTC Participants to Indirect Participants and Beneficial
Owners held through such DTC Participants and Indirect Participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in a "street name," and will be the responsibility of such DTC Participants and
Indirect Participants. Neither the Trustee nor the Sponsor will have any
responsibility or liability for any aspects of the records relating to or
notices to Beneficial Owners, or payments made on account of beneficial
ownership interests in streetTRACKS(R) Gold Shares, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests or for any other aspect of the relationship between the Depository and
the DTC Participants or the relationship between such DTC Participants and the
Indirect Participants and Beneficial Owners owning through such DTC Participants
or Indirect Participants or between or among the Depository, any Beneficial
Owner and any person by or through which such Beneficial Owner is considered to
own streetTRACKS(R) Gold Shares.

          (h) Limitation of Liability. The Global Security to be issued
hereunder is executed and delivered solely on behalf of the Trust by World Gold
Trust Services, LLC, as Sponsor, and by The Bank of New York, as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in them
by this Agreement. The representations, undertakings and agreements made on the
part of the Trust in the Global Security are made and intended not as personal
representations, undertakings and agreements by World Gold Trust Services, LLC
or The Bank of New York, but are made and intended for the purpose of binding
only the Trust. Nothing in the Global Security shall be construed as creating
any liability on World Gold Trust Services, LLC or The Bank of New York,
individually or personally, to fulfill any representation, undertaking or
agreement other than as provided in this Agreement.

                                       28


          (i) Successor Depository. If a successor to The Depository Trust
Company shall be employed as Depository hereunder, the Trustee and Sponsor shall
establish procedures acceptable to such successor with respect to the matters
addressed in this Section 3.10.


     SECTION 3.11. TRUST TO BE ADMINISTERED AS GRANTOR TRUST.

     Nothing in this Agreement, any Custody Agreement with any Custodian, or
otherwise, shall be construed to give the Trustee the power to vary the
investment of the Beneficial Owners within the meaning of Treasury Regulation
Section 301.7701-4(c) or similar or successor provisions of United States
Treasury Regulations under the Internal Revenue Code, nor shall the Sponsor give
the Trustee any direction that would vary the investment of the Beneficial
Owners. The Trustee shall not be liable to any person for the failure of the
Trust to qualify as a grantor trust under the Internal Revenue Code or any
comparable provision of the laws of any State or other jurisdiction where such
treatment is sought, provided that this sentence shall not limit the Trustee's
responsibility for the administration of the Trust in accordance with this
Agreement.


                                   ARTICLE IV

                               EVALUATION OF GOLD


     SECTION 4.01. EVALUATION OF GOLD.

     As of the Evaluation Time on each Business Day, the Trustee shall determine
the value of the Gold held or receivable by the Trust on the basis of the London
P.M. Fix for the day on which the evaluation is made, or if no London P.M. Fix
is made on such day or has not been announced by the Evaluation Time, on the
basis of the last London "fix" (A.M. or P.M.) determined prior to the Evaluation
Time, unless the Trustee in consultation with the Sponsor determines such price
inappropriate as a basis for evaluation. In the event the Trustee and the
Sponsor determine that the London P.M. Fix or last prior London "fix" is not an
appropriate basis for evaluation, they shall identify an alternative basis for
evaluation to be employed by the Trustee. Neither the Trustee nor the Sponsor
shall be liable to any person for the determination that the London P.M. Fix or
last prior London "fix" is not appropriate as a basis for evaluation of the Gold
held or receivable by the Trust or for any determination as to the alternative
basis for evaluation provided that such determination is made in good faith.

     SECTION 4.02. RESPONSIBILITY OF THE TRUSTEE FOR EVALUATIONS.

     The Sponsor and the Beneficial Owners may rely on any evaluation furnished
by the Trustee, and the Sponsor shall have no responsibility for the accuracy
thereof. The determinations made by the Trustee hereunder shall be made in good
faith upon the basis of, and the Trustee shall not be liable for any errors
contained in, information reasonably available to it. The Trustee shall be under
no liability to the Sponsor, the Depository, Beneficial Owners or any other
person, for errors in judgment, provided, however, that this provision shall not
protect the Trustee against any liability to which it would otherwise be subject
by reason of willful misfeasance, willful


                                       29


misconduct, bad faith or gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties hereunder.


                                    ARTICLE V

              TRUST EVALUATION AND REDEMPTION OF REDEMPTION BASKETS

     SECTION 5.01. TRUST EVALUATION.

     As of the Evaluation Time on each Business Day, the Trustee shall subtract
all estimated accrued but unpaid fees (other than the fees computed by reference
to the Adjusted Net Asset Value of the Trust, as defined below, or custody fees
computed by reference to the value of Gold held by the Trust), expenses and
other liabilities of the Trust from the total value of the Gold determined by
the Trustee pursuant to Section 4.01 and all other assets of the Trust (other
than any amounts credited to the Reserve Account). The resulting figure is the
"Adjusted Net Asset Value" of the Trust. The Trustee shall subtract from the
Adjusted Net Asset Value the amount of accrued fees computed by reference to the
Adjusted Net Asset Value of the Trust and custody fees computed by reference to
the value of Gold held by the Trust and the resulting figure is the "Net Asset
Value" of the Trust. The Trustee shall also divide the Net Asset Value of the
Trust by the number of streetTRACKS(R) Gold Shares outstanding as of the
Evaluation Time on the date of the evaluation then being made (which shall take
into account the settlement of Creation Baskets and Redemption Baskets occurring
on such date), which figure is the "Net Asset Value per streetTRACKS(R) Gold
Share."

     Adjusted Net Asset Value, Net Asset Value and Net Asset Value per
streetTRACKS(R) Share shall be computed in accordance with generally accepted
accounting principles in the United States. The Trustee's estimation of accrued
but unpaid fees, expenses and liabilities shall be conclusive upon all persons
interested in the Trust and no revision or correction in any computation made
pursuant to this Agreement shall be required by reason of any difference in
amounts estimated from those actually paid.

     SECTION 5.02. REDEMPTION OF REDEMPTION BASKETS.

          (a) On any Business Day, a Participant with respect to which a
Participant Agreement is in full force and effect (as reflected on the list
maintained by the Trustee pursuant to Section 2.03(a)(i)) may redeem one or more
Redemption Baskets standing to the credit of the Participant on the records of
the Depository in kind by delivering a request for redemption to the Trustee
(such request, a "Redemption Order") in the manner specified in the procedures
specified in the attachment to the Participant Agreement, as amended from time
to time in accordance with the provisions of the Participant Agreement (and any
such amendment will not constitute an amendment of this Agreement).

          (b) To be effective, a Redemption Order must be submitted on a
Business Day by the Order Cut-Off Time in form satisfactory to the Trustee (the
Business Day on which the Redemption Order is so submitted, "Redemption Order
Date"). The Trustee shall reject any Redemption Order the fulfillment of which
its counsel advises may be illegal under applicable

                                       30


laws and regulations, and the Trustee shall have no liability to any person for
rejecting a Redemption Order in such circumstances.

          (c) Subject to deduction of any tax or other governmental charges due
thereon, the redemption distribution ("Redemption Distribution") shall consist
of the portion of the Net Asset Value of the Trust, determined pursuant to
Section 5.01 for the Redemption Order Date, attributable to the Redemption
Basket(s). In general, such distribution shall consist of (A) credit to a
Participant Unallocated Account of the redeeming Participant maintained with the
Custodian of the amount of Gold representing the fractional undivided interest
in the Gold held by the Trust evidenced by the Redemption Baskets subject to the
redeeming Participant's Redemption Order plus or minus (B) a cash amount (the
"Cash Redemption Amount"). The Cash Redemption Amount shall be equal to all
assets of the Trust other than Gold less all accrued expenses and other
liabilities, divided by the number of Baskets outstanding and multiplied by the
number of Redemption Baskets subject to the redeeming Participant's Redemption
Order. If the Cash Redemption Amount is positive, then it shall be paid in cash.
If the Cash Redemption Amount is negative, then it shall reduce the credit to
the Participant's Participant Unallocated Account, by an amount of Gold equal in
value, at the price of Gold determined under Section 4.01 hereof for the
Redemption Order Date, to such negative Cash Redemption Amount. Fractions of a
Fine Ounce of Gold included in the Redemption Distribution smaller than 0.001 of
a Fine Ounce shall be disregarded.

     The Trustee will distribute any positive Cash Redemption Amount through the
Depository to the account of the Participant as recorded on the book entry
system of the Depository.

          (d) By 10:00 a.m. New York time (but not later than 3:30 London time)
on the third Business Day following the Redemption Order Date (such third
Business Day, the "Redemption Settlement Date"), if the Trustee's account at the
Depository has by 9:00 a.m. New York time on such day been credited with the
Redemption Baskets being tendered for redemption and the Trustee has by such
time received the Transaction Fee, the Trustee shall deliver the Cash Redemption
Amount (if any) and shall direct the Custodian to deliver Gold included in the
Redemption Distribution by effecting the necessary transfers of the Gold to the
redeeming Participant's Participant Unallocated Account. If by such time the
Trustee does not receive from a redeeming Participant all streetTRACKS(R) Gold
Shares comprising the Redemption Order, the Trustee will (i) settle the
Redemption Order to the extent of whole Redemption Baskets received from the
Participant and (ii) keep the redeeming Participant's Redemption Order open
until 9:00 a.m. New York time on the first Business Day following the Redemption
Settlement Date as to the balance of the Redemption Order (such balance, the
"Suspended Redemption Order"), provided, however, that the redeeming Participant
pays the Trustee such fee for the custody of the Gold included in the Suspended
Redemption Order for the period subsequent to the Redemption Settlement Date as
the Trustee may, from time to time, determine. If the Redemption Basket(s)
comprising the Suspended Redemption Order are credited to Trustee's account at
the Depository by 9:00 a.m. New York time on such following Business Day, the
Redemption Distribution with respect to the Suspended Redemption Order shall be
paid in the manner provided in the second preceding sentence. If by such time
the Trustee does not receive from the redeeming Participant all streetTRACKS(R)
Gold Shares comprising the Suspended Redemption Order, the Trustee will settle
the Suspended Redemption

                                       31


Order to the extent of whole Redemption Baskets then received and any balance of
the Suspended Redemption will be cancelled. Notwithstanding the foregoing, when
and under such conditions as the Sponsor and the Trustee may from time to time
determine, the Trustee shall be authorized to deliver the Redemption
Distribution notwithstanding that a Redemption Basket has not been credited to
the Trustee's account at the Depository if the Participant has collateralized
its obligation to deliver the Redemption Basket on such terms as the Sponsor and
the Trustee may, in their sole discretion, from time to time agree.

     If Gold is to be delivered through a Custodian other than the Initial
Custodian or in a market other than the London market, the Sponsor and Trustee
are authorized to establish such other procedures, including requirements as to
the time of receipt by the Trustee of the tendered Redemption Baskets, for
payment of the Redemption Distribution as they shall determine appropriate.

          (e) The Trustee may, in its discretion, and will when so directed by
the Sponsor, suspend the right of redemption, or postpone the Redemption
Settlement Date, (i) for any period during which the Exchange is closed other
than customary weekend or holiday closings, or trading is suspended or
restricted; (ii) for any period during which an emergency exists as a result of
which delivery, disposal or evaluation of the Gold is not reasonably
practicable; or (iii) for such other period as the Sponsor determines to be
necessary for the protection of Beneficial Owners. Neither the Sponsor nor the
Trustee is liable to any person or in any way for any loss or damages that may
result from any such suspension or postponement.

          (f) Redemption Baskets effectively redeemed pursuant to the provisions
of this section or as may be otherwise provided pursuant to Section 5.03 shall
be cancelled by the Trustee in accordance with the Depository's procedures.

     SECTION 5.03. OTHER REDEMPTION PROCEDURES.

     The Sponsor and the Trustee from time to time may, but shall have no
obligation to, establish procedures with respect to redemption of
streetTRACKS(R) Gold Shares in lot sizes smaller than the Redemption Basket and
permitting the Redemption Distribution to be in a form, and delivered in a
manner, other than that specified in Section 5.02. If Gold is to be delivered
through a Custodian other than the Initial Custodian or in a market other than
the London market, the Sponsor and Trustee are authorized to establish such
procedures and to appoint such custodians and establish such custody accounts in
addition to those described herein, as the Sponsor and the Trustee shall agree
and determine to be desirable.


                                   ARTICLE VI

                     TRANSFER OF streetTRACKS(R) GOLD SHARES

     SECTION 6.01. TRANSFER OF streetTRACKS(R) GOLD SHARES.

     Beneficial Owners that are not DTC Participants may transfer
streetTRACKS(R) Gold Shares by instructing the DTC Participant or Indirect
Participant holding the streetTRACKS(R) Gold Shares for such Beneficial Owner in
accordance with standard securities industry practice.

                                       32


Beneficial Owners that are DTC Participants may transfer streetTRACKS(R) Gold
Shares by instructing the Depository in accordance with the rules of the
Depository and standard securities industry practice.















                                       33



                                   ARTICLE VII

                                     SPONSOR

     SECTION 7.01. RESPONSIBILITY AND DUTIES.


     The Sponsor shall be liable in accordance herewith for the obligations
imposed upon and undertaken by the Sponsor hereunder.

     SECTION 7.02. CERTAIN MATTERS REGARDING SUCCESSOR SPONSOR.

     The covenants, provisions and agreements herein contained shall in every
case be binding upon any successor to the business of the Sponsor. The Sponsor
may transfer all or substantially all of its assets to an entity which carries
on the business of the Sponsor, if at the time of such transfer such successor
duly assumes all the obligations of the Sponsor under this Agreement, and in
such event, the Sponsor shall be relieved of all further liability under this
Agreement.

     SECTION 7.03. RESIGNATION OF SPONSOR; SUCCESSORS.

     If at any time the Sponsor desires to resign its position as Sponsor
hereunder, it may resign by delivering to the Trustee an instrument of
resignation executed by the Sponsor. Such resignation shall not become effective
until the earlier of (i) the effective date of the appointment by the Trustee of
a successor Sponsor to assume, with such compensation from the Trust as the
Trustee may deem reasonable under the circumstances, the duties and obligations
of the resigning Sponsor hereunder by an instrument of appointment and
assumption executed by the Trustee and the successor Sponsor; (ii) the date the
Trustee shall have agreed to act as Sponsor hereunder succeeding to all the
rights and duties of the resigning Sponsor without appointing a successor
Sponsor and without terminating this Agreement; or (iii) the date by when the
Trustee shall have terminated and liquidated the Trust and distributed all
remaining assets to the Depository for distribution to DTC Participants who are
then owners of streetTRACKS(R) Gold Shares on the records of the Depository,
which action the Trustee shall take if, within sixty (60) days following the
date on which a notice of resignation shall have been delivered by the Sponsor,
a successor Sponsor has not been appointed and the Trustee has not agreed to act
as Sponsor hereunder. The Trustee shall have no obligation to appoint a
successor Sponsor or to assume the duties of the Sponsor and shall have no
liability to any person because the Trust is terminated by reason of the
Sponsor's resignation. If the Sponsor shall fail to undertake or perform or
become incapable of undertaking or performing its duties hereunder or shall
become bankrupt or its affairs shall be taken over by public authorities, the
Trustee shall act in accordance with the provisions set forth in Section
8.01(s). Any successor Sponsor shall be satisfactory to the Trustee. Upon its
resignation becoming effective, the resigning Sponsor shall be discharged and
shall no longer be liable in any manner hereunder except as to acts or omissions
occurring before its resignation became effective, and the successor Sponsor
shall thereupon undertake and perform all duties and be entitled to all rights
and compensation as Sponsor under this Agreement. The successor Sponsor shall
not be under any liability hereunder for acts or omissions occurring prior to
the effective date stated in the instrument appointing it successor Sponsor.
Notice of appointment of successor Sponsor shall be mailed promptly after
acceptance of appointment by the Trustee to all DTC Participants who are then
owners of


                                       34




streetTRACKS(R) Gold Shares on the records of the Depository for distribution to
Beneficial Owners as provided in Section 3.10.

     SECTION 7.04. COMPENSATION OF THE SPONSOR.

     Subject to the provisions of Section 10.06 hereof, as compensation for
performing services under this Agreement and services provided in connection
with the maintenance of a web site for the Trust, including licensing costs, and
with the marketing of streetTRACKS(R) Gold Shares, the Sponsor shall receive a
fee, payable monthly in arrears, in an amount per annum equal to 0.15% of the
daily Adjusted Net Asset Value of the Trust. The Sponsor shall also receive
reimbursement for any and all disbursements and expenses incurred hereunder.
Within 30 Business Days following the end of each calendar year, the Sponsor
shall certify to the Trustee the amount of its actual expenses during the
preceding calendar year and shall reimburse the Trust any amounts received in
excess of the expenses so certified. The Trustee shall have no liability or
responsibility for amounts paid to the Sponsor pursuant to this Section.

     SECTION 7.05. LIABILITY OF SPONSOR AND INDEMNIFICATION.

          (a) The Sponsor shall not be under any liability to the Trustee or any
Beneficial Owner for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment or
for depreciation or loss incurred by reason of the sale of any Gold or other
assets held in trust hereunder; provided, however, that this provision shall not
protect the Sponsor against any liability to which it would otherwise be subject
by reason of its own gross negligence, bad faith, willful misconduct or willful
malfeasance in the performance of its duties hereunder or reckless disregard of
its obligations and duties hereunder. The Sponsor may rely in good faith on any
paper, order, notice, list, affidavit, receipt, evaluation, opinion,
endorsement, assignment, draft or any other document of any kind prima facie
properly executed and submitted to it by the Trustee, the Trustee's counsel or
by any other person for any matters arising hereunder. The Sponsor shall in no
event be deemed to have assumed or incurred any liability, duty, or obligation
to any Beneficial Owner or to the Trustee other than as expressly provided for
herein.

          (b) The Sponsor and its shareholders, members, directors, officers,
employees, affiliates (as such term is defined in Regulation S-X) and
subsidiaries (each a "Sponsor Indemnified Party") shall be indemnified from the
Trust and held harmless against any loss, liability or expense incurred without
(1) gross negligence, bad faith, willful misconduct or willful malfeasance on
the part of such Sponsor Indemnified Party arising out of or in connection with
the performance of its obligations hereunder or any actions taken in accordance
with the provisions of this Agreement or (2) reckless disregard on the part of
such Sponsor Indemnified Party of its obligations and duties under this
Agreement. Such indemnity shall include payment from the Trust of the costs and
expenses incurred by such Sponsor Indemnified Party in defending itself against
any claim or liability in its capacity as Sponsor hereunder. Any amounts payable
to a Sponsor Indemnified Party under this Section 7.05 may be payable in advance
or shall be secured by a lien on the Trust. The Sponsor shall not be under any
obligation to appear in, prosecute or defend any legal action which in its
opinion may involve it in any expense or liability; provided, however, that the
Sponsor may, in its discretion, undertake any action which it may deem necessary
or desirable in respect of this Agreement and the rights and duties of the


                                       35


parties hereto and the interests of the Beneficial Owners and, in such event,
the legal expenses and costs of any such action shall be expenses and costs of
the Trust and the Sponsor shall be entitled to be reimbursed therefor by the
Trust.

                                  ARTICLE VIII

                                     TRUSTEE

     SECTION 8.01. GENERAL DEFINITION OF TRUSTEE'S RIGHTS, DUTIES AND
RESPONSIBILITIES.

     All duties, rights, privileges and liabilities of the Trustee set forth in
this Agreement are subject to the following:

          (a) Duties Limited to Those Specified. The duties, responsibilities
and obligations of the Trustee shall be limited to those expressly set forth in
this Agreement and no duties, responsibilities or obligations shall be inferred
or implied against the Trustee. The Trustee shall not be subject to, nor
required to comply with, any other agreement to which the Sponsor or a
Participant is a party and to which the Trustee is not a party, even though this
Agreement may refer to that agreement; nor shall it be required to comply with
any direction or instruction from the Sponsor, a Participant or an entity acting
on behalf of either other than directions or instructions contained in or
delivered in accordance with this Agreement. The Trustee shall not be required
to expend or risk any of its own funds or otherwise incur any liability,
financial or otherwise, in the performance of any of its duties under this
Agreement, except as specifically provided herein.

          (b) Indemnity for Actions Taken to Protect the Trust. The Trustee
shall not be under any obligation to appear in, prosecute or defend any action
that in its opinion may involve it in expense or liability, unless it shall be
furnished with reasonable security and indemnity against such expense or
liability. Any pecuniary cost of the Trustee resulting from the Trustee's
appearance in, prosecution of or defense of any such action shall be deductible
from and constitute a lien against the assets of the Trust. Subject to the
foregoing, the Trustee shall, in its discretion, undertake such action as it may
deem necessary at any and all times to protect the Trust and the rights and
interest of all Beneficial Owners pursuant to the terms of this Agreement.

          (c) Holding of Trust Property other than Gold. Assets of the Trust,
exclusive of Gold or cash, shall be held by the Trustee either directly or
through the Federal Reserve/ Treasury Book Entry System for United States and
federal agency securities (the "Book Entry System"), the Depository, or through
any other clearing agency or similar system (a "Clearing Agency"), if available.
The Trustee shall have no responsibility and shall not be liable for
ascertaining or acting upon any calls, conversions, exchange offers, tenders,
interest rates changes, or similar matters relating to securities held at the
Depository or with any Clearing Agency unless the Trustee shall have received
actual and timely written notice of the same, nor shall the Trustee have any
responsibility or liability for the actions or omissions to act of the Book
Entry System, the Depository or any Clearing Agency. All moneys deposited with
or received by the Trustee hereunder shall be held by it, without interest
thereon or investment thereof, as a deposit for the account of the Trust in
accordance with the provisions of Section

                                       36


3.03 and 3.04, until disbursed in accordance with the provisions of this
Agreement. Such monies held hereunder shall be deemed segregated by maintaining
such monies in an account or accounts for the exclusive benefit of the Trust in
accordance with the provisions of Sections 3.03 and 3.04.

          (d) Official Process Affecting the Property. If at any time the
Trustee is served with any judicial or administrative order, judgment, decree,
writ or other form of judicial or administrative process that in any way affects
the Trust or its property (including but not limited to orders of attachment or
garnishment or other forms of levies or injunctions or stays relating to the
transfer of any assets of the Trust), the Trustee is authorized to comply
therewith in any manner that it or legal counsel of its own choosing deems
appropriate; and if the Trustee complies with any such judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process, the Trustee shall not be liable to any of the parties
hereto or to any other person or entity even though such order, judgment,
decree, writ or process may be subsequently modified or vacated or otherwise
determined to have been without legal force or effect.

          (e) Limitation on Trustee's Liability. The Trustee shall not be liable
for the disposition of Gold or moneys, or in respect of any evaluation which it
makes under this Agreement or otherwise, or for any action taken or omitted or
for any loss or injury resulting from its actions or its performance or lack of
performance of its duties hereunder in the absence of gross negligence or
willful misconduct on its part. In no event shall the Trustee be liable

     (i)  for acting in accordance with or conclusively relying upon any
          instruction, notice, demand, certificate or document from the Sponsor,
          a Participant or any entity acting on behalf of the Sponsor or a
          Participant which the Trustee believes is given pursuant to or is
          authorized by this Agreement;

     (ii) for any indirect, consequential, punitive or special damages,
          regardless of the form of action and whether or not any such damages
          were foreseeable or contemplated; or

    (iii) for an amount in excess of the value of the assets of the Trust.

     Whenever in this Agreement it is stated that the Trustee is not or shall
not be liable or shall have no liability (or words of like effect) for some
matter or thing, such statement shall mean that the Trustee is not and shall not
be liable to any person, including the Trust, the Depository, any Beneficial
Owner, the Sponsor, a Participant or prospective Participant or a Custodian,
with regard to that matter or thing, and in each such case, the Trustee shall be
indemnified by the Trust against any loss, liability or expense in connection
with the matter or thing for which it was stated the Trustee would not be
liable. Such indemnity shall include payment by the Trust of the costs and
expenses set forth in the second sentence of Section 8.05, and shall be
considered amounts payable under Section 8.05. Such indemnity shall survive the
resignation or removal of the Trustee and the termination of the Trust (but not
the final distribution of the Trust assets), and shall inure to the benefit of
any entity which is successor to any Trustee Indemnified Party, as defined in
Section 8.05.

                                       37


          (f) Protection for Amounts Due to Trustee. If any fees, expenses or
costs incurred by, or any obligations owed to, the Trustee under this Agreement
are not promptly paid when due, the Trustee may reimburse itself therefor from
the assets of the Trust and may sell, liquidate, convey or otherwise dispose of
any assets (including Gold) for such purpose. The Trustee may in its sole
discretion withhold from any distribution an amount (in kind or in cash, as the
case may be) that it believes would, upon sale or liquidation, produce proceeds
equal to any unpaid amounts to which the Trustee is entitled to hereunder.

          (g) Security Interest in Property for Obligations To Trustee. As
security for the due and punctual performance of any and all obligations owed to
the Trustee under this Agreement, now or hereafter arising, the Sponsor, each
Participant, the Depository, and each Beneficial Owner hereby pledges, assigns
and grants to the Trustee a continuing security interest in, and a lien on, the
assets of the Trust and all distributions thereon or additions thereto. The
security interest of the Trustee shall at all times be valid, perfected and
enforceable by the Trustee against the Sponsor, the Depository, each DTC
Participant who is an owner of streetTRACKS(R) Gold Shares on the records of the
Depository, and each Beneficial Owner and all third parties in accordance with
the terms of this Agreement.

          (h) Advice of Counsel. The Trustee may consult with legal counsel of
its own choosing, at the expense of the Trust, as to any matter relating to this
Agreement, and the Trustee shall not incur any liability in acting in good faith
in accordance with any advice from such counsel.

          (i) Force Majeure. The Trustee shall not incur any liability for any
delay in performance, or for the non-performance, of any of its obligations
under this Agreement by reason of any cause beyond its reasonable control. This
includes any act of God or war or terrorism, any breakdown, malfunction or
failure of transmission in connection with or other unavailability of any wire,
communication or computer facilities, any transport, port, or airport
disruption, industrial action, acts and regulations and rules of any
governmental or supra national bodies or authorities or regulatory or
self-regulatory organization or failure of any such body, authority or
organization for any reason, to perform its obligations.

          (j) Reliance on Writings. The Trustee shall be entitled to
conclusively rely upon any order, judgment, certification, demand, notice,
instrument or other writing delivered to it under this Agreement without being
required to determine the authenticity or the correctness of any fact stated
therein or the propriety or validity or the service thereof. The Trustee may act
in conclusive reliance upon any instrument or signature believed by it to be
genuine and may assume that any person purporting to give receipt or advice or
to make any statement or execute any document in connection with the provisions
of this Agreement has been duly authorized to do so, provided, however that
where a list of authorized officials of a person and their signatures are on
file with the Trustee, the Trustee shall compare such manual signatures to the
signature on any such documents. Such requirement shall not apply to "personal
identification numbers" or "PINS" or other forms of electronic security devices
which function as a proxy for a manual signature.

          (k) Documents or Securities. The Trustee shall not be responsible in
any respect for the form, execution, validity, value, collectibility or
genuineness of documents,

                                       38


instruments or securities deposited with or delivered to or held by it under
this Agreement, or for any description therein, or for the identity, authority
or rights of persons executing or delivering or purporting to execute or deliver
any such document, instrument or security. The Trustee shall not be called upon
to advise any party as to the wisdom in selling or retaining or taking or
refraining from any action with respect to any asset (including Gold),
securities (including streetTRACKS(R) Gold Shares), or other property deposited,
issued or held under this Agreement.

          (l) General Duty of Care of Trustee. The Trustee shall not be under
any duty to give the property held by it hereunder any greater degree of care
than it gives its own similar property.

          (m) Requests for Instructions. At any time the Trustee may request an
instruction in writing in English from the Sponsor or a Participant with respect
to any action which the Sponsor or a Participant is authorized to direct the
Trustee hereunder, and may, at its own option, include in such request the
course of action it proposes to take and the date on which it proposes to act,
regarding any matter arising in connection with its duties and obligations under
this Agreement. The Trustee shall not be liable for acting in accordance with
such a proposal on or after the date specified therein, provided that the
specified date shall be at least three (3) Business Days after the Sponsor or
Participant receives the Trustee's request for instructions and its proposed
course of action, and provided further that, prior to so acting, the Trustee has
not received the written instructions requested.

          (n) Reliance on Communications. When the Trustee acts on any
information, instructions, communications (including communications with respect
to the delivery of securities or the wire transfer of funds) sent by telex,
facsimile, email or other form of electronic or data transmission, the Trustee,
absent gross negligence, shall not be responsible or liable in the event such
communication is not an authorized or authentic communication of the party
sending it or is not in the form the party sent or intended to send (whether due
to fraud, distortion or otherwise), provided that this paragraph shall not limit
the Trustee's obligation to obtain such confirmations as may be specified in
this Agreement or any Participant Agreement. The Trustee shall be indemnified as
provided in Section 8.05 against any loss, liability, claim or expense
(including legal fees and expenses) it may incur in acting in accordance with
any such communication.

          (o) Ambiguity. The Trustee may construe any provision of this
Agreement that it believes to be ambiguous or inconsistent with any other
provisions hereof, and any reasonable construction of any such provision hereof
by the Trustee in good faith shall be binding upon the parties hereto, each
Participant and all Beneficial Owners. In the event of any ambiguity or
inconsistency or any other uncertainty in any notice, instruction or other
communication received by the Trustee under this Agreement, the Trustee shall
notify the Sponsor and the giver thereof, and may, in its sole discretion,
refrain from taking any action other than to retain possession of the property
of the Trust, unless the Trustee receives such further written instructions,
from the Sponsor or otherwise, that eliminate such ambiguity, inconsistency or
uncertainty.

          (p) Reliance on Arbitral Decisions. The Trustee shall have no
responsibility for the contents of any writing of the arbitrators or any third
party that may be used as a means to

                                       39


resolve disputes among third parties with respect to their interest in the
Trust, Trust assets or any streetTRACKS(R) Gold Shares and may conclusively rely
without any liability upon the contents thereof.

          (q) Taxes. In no event shall the Trustee be personally liable for any
taxes or other governmental charges imposed upon or in respect of the Gold or
its custody, moneys or other assets from time to time held hereunder, or on the
income therefrom or the sale or proceeds of sale thereof, or upon it as Trustee
hereunder or upon or in respect of the Trust or the streetTRACKS(R) Gold Shares,
which it may be required to pay under any present or future law of the United
States of America or of any other taxing authority having jurisdiction in the
premises. For all such taxes and charges and for any expenses, including
counsel's fees, which the Trustee may sustain or incur with respect to such
taxes or charges, the Trustee shall be reimbursed and indemnified out of the
assets of the Trust and the payment of such amounts shall be secured by a lien
on the Trust. Any payments by the Trustee shall be subject to withholding
regulations then in force with respect to United States taxes. This paragraph
shall survive notwithstanding any termination of this Agreement and the Trust or
the resignation or removal of the Trustee.

          (r) Trustee's Liability for Custodial Services and Agents. Subject to
Section 3.02 hereof, the Trustee shall not be answerable for the default of the
Initial Custodian or any Custodian employed at the direction of the Sponsor or
selected by the Trustee with reasonable care. The Trustee may also employ
custodians for Trust assets other than Gold, agents, attorneys, accountants,
auditors and other professionals and shall not be answerable for the default or
misconduct of any such custodians, agents, attorneys, accountants, auditors and
other professionals if such custodians, agents, attorneys, accountants, auditors
or other professionals shall have been selected with reasonable care. The fees
and expenses charged by Custodians for custody of Gold and services related to
the custody and safekeeping of Gold (including, for avoidance of doubt, any fees
paid to the Initial Custodian under the Allocated Bullion Account Agreement and
Unallocated Bullion Account Agreement), agents, attorneys, accountants, auditors
or other professionals, and expenses reimbursable to a Custodian pursuant to a
Custody Agreement, exclusive of fees for services to be performed by the
Trustee, shall constitute an expense of the Trust. Fees paid for custody of
assets other than Gold shall be an expense of the Trustee.

          (s) If the Sponsor shall fail to undertake or perform or shall become
incapable of undertaking or performing any of the duties which by the terms of
this Agreement are required to be undertaken or performed by it, and such
failure shall not be cured within fifteen (15) Business Days following receipt
of notice from the Trustee of such failure, or the Sponsor shall be adjudged
bankrupt or insolvent, or a receiver of the Sponsor or of its property shall be
appointed, or a trustee or liquidator or any public officer shall take charge or
control of the Sponsor or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then in any such case the Sponsor
shall be deemed conclusively to have resigned with such resignation being
effective immediately upon the occurrence of any of the specified events, and
the Trustee may do any one or more of the following: (1) appoint a successor
Sponsor to assume, with such compensation from the Trust as the Trustee may deem
reasonable under the circumstances, the duties and obligations of the Sponsor
hereunder by an instrument of appointment and assumption executed by the Trustee
and the successor Sponsor; or (2) agree to act as Sponsor hereunder without
appointing a successor Sponsor and without terminating this

                                       40


Agreement; or (3) terminate and liquidate the Trust and distribute its remaining
assets pursuant to Section 9.01. The Trustee shall have no obligation to appoint
a successor Sponsor or to assume the duties of the Sponsor and shall have no
liability to any person because the Trust is or is not terminated pursuant to
this paragraph.

          (t) If the Net Asset Value of the Trust as shown by any evaluation
made pursuant to Section 5.01 shall be less than the Discretionary Termination
Amount (defined in Section 9.01(a)), the Trustee shall, only when so directed in
writing by the Sponsor, terminate and liquidate the Trust and distribute its
remaining assets, all in the manner provided in Section 9.01.

          (u) The Trustee in its individual or any other capacity may own or
hold gold and streetTRACKS(R) Gold Shares, or be an underwriter or dealer in
respect of streetTRACKS(R) Gold Shares, and may deal in any manner with the same
with the same rights and powers as if it were not the Trustee hereunder.

          (v) The Trustee shall discharge all of its obligations and perform all
of its duties under the Participant Agreement.

          (w) The Trustee shall not be under any liability for information
provided by it to the Sponsor and subsequently distributed, on an intraday
basis, to Beneficial Owners or potential Beneficial Owners of streetTRACKS(R)
Gold Shares except by reason of its own gross negligence, bad faith, willful
misconduct or willful malfeasance, or reckless disregard of its duties and
obligations hereunder. Subject to the foregoing, the Trustee shall undertake to
provide to the Sponsor information necessary for the Sponsor to compute an
estimate of the Net Asset Value, on an intraday basis, and provide such estimate
to Beneficial Owners of streetTRACKS(R) Gold Shares.

     SECTION 8.02. BOOKS, RECORDS AND REPORTS; AUDIT.

          (a) The Trustee shall keep proper books of record and account of all
the transactions under this Agreement at its office located in New York or such
office as it may subsequently designate upon notice to the other parties hereto.
The books and records of the Trust maintained by the Trustee shall be open to
inspection by any person establishing to the Trustee's reasonable satisfaction
that such person is a Beneficial Owner upon reasonable advance notice at all
reasonable times during the usual business hours of the Trustee. The Trustee
shall keep proper record of the creation of Creation Baskets and redemption of
Redemption Baskets at its New York office. Such records shall be open to
inspection upon reasonable advance notice at all reasonable times during the
usual business hours of the Trustee. Such records shall be preserved for such
time as the Sponsor may direct.

          (b) The Trustee shall provide the Sponsor such financial and other
information regarding the operation of the Trust as may be required for the
Sponsor to prepare such reports and filings required under the federal
securities laws as provided in Section 10.02. Unless otherwise required by
applicable law or regulation, the Sponsor shall be responsible for any
certification of any such reports or the contents thereof and shall receive from
the Trustee


                                       41


such representations with respect to information within the Trustee's control as
shall be required for the Sponsor to make such certification.

          (c) The Trustee shall make such elections, file such tax returns, and
prepare, disseminate and file such tax reports, as it is advised by its counsel
or accountants are from time to time required by any statute, rule or regulation
of the United States, any State or political subdivision thereof, or other
jurisdiction having taxing authority in respect of the Trust or its
administration. The expense of accountants employed to prepare tax returns and
tax reports shall be an expense of the Trust. (d) The accounts of the Trust
shall be audited, as required by law and as may be directed by the Sponsor, by
independent certified public accountants designated from time to time by the
Sponsor and the cost of such audit shall be an expense of the Trust. The report
of such accountants shall be furnished by the Trustee to Beneficial Owners upon
request.

     SECTION 8.03. AGREEMENT ON FILE.

     The Trustee shall keep a certified copy or duplicate original of this
Agreement on file in its office and available for inspection on reasonable
advance notice at all reasonable times during its usual business hours by any
Beneficial Owner.

     SECTION 8.04. COMPENSATION OF TRUSTEE.

          (a) The Trustee shall receive at the times provided in Section 3.05 as
compensation for performing its services under this Agreement an amount per
annum computed on the daily Adjusted Net Asset Value of the Trust under the
following schedule, payable monthly in arrears:

           0.02%             on the first              $10 billion of value

           0.00%             on any excess

provided, however, that the Trustee shall receive not less that $500,000 per
annum. The Trustee's annual compensation (including the minimum fee) shall be
pro rated on a daily basis for any year in which the Trustee acts less than the
entire year.

     The Trustee's fee is subject to modification as determined by the Trustee
and Sponsor in good faith to reflect significant changes in the administration
of the Trust or the Trustee's duties from those contemplated herein.

          (b) The Trustee shall also charge the Trust for any and all expenses
and disbursements incurred hereunder, exclusive of fees of agents for services
to be performed by the Trustee, and for any extraordinary services performed by
the Trustee hereunder relating to the Trust.

          (c) If the Trustee resigns or is removed, it shall be entitled to
compensation at a per diem rate through the effective date of its resignation or
removal, and its right to receive

                                       42


those fees and to reimbursement for expenses and disbursements incurred
hereunder prior to its resignation or removal shall survive such resignation or
removal.

     SECTION 8.05. INDEMNIFICATION OF TRUSTEE.

     The Trustee and its directors, shareholders, officers, employees, agents,
affiliates (as such term is defined in Regulation S-X) and subsidiaries (each a
"Trustee Indemnified Party") shall be indemnified from the assets of the Trust
and held harmless against any loss, liability or expense (a) arising out of or
in connection with the acceptance or administration of this Trust and any
actions taken in accordance with the provisions of this Agreement or the
administration of any Section of this Agreement or that arises out of or is
related to any offer or sale of streetTRACKS(R) Gold Shares incurred without (1)
gross negligence, bad faith, willful misconduct and willful malfeasance on the
part of such Trustee Indemnified Party and without (2) reckless disregard on the
part of such Trustee Indemnified Party of its obligations and duties under this
Agreement, or (b) that arises out of or is related to any filings with or
submissions to the SEC in connection with or with respect to the streetTRACKS(R)
Gold Shares (which by way of illustration and not by way of limitation, include
any registration statement and any amendments to supplements thereto filed with
the SEC or any periodic reports or updates that may be filed under the
Securities Exchange Act of 1934, as amended) or any failure to make any filings
with or submissions to the SEC that are required to be made in connection with
or with respect to the streetTRACKS(R) Gold Shares, except for any loss,
liability or expense that arises out of any report that the Trustee files on
behalf of the Trust under the Securities Exchange Act of 1934, as amended, or
out of any information provided in writing by the Trustee to the Sponsor for use
in any registration statement or annual or other periodic report filed on behalf
of the Trust that is not materially altered by the Sponsor or omissions from
that information, if provided. Such indemnity shall include payment from the
Trust of the costs and expenses incurred by such Trustee Indemnified Party in
investigating or defending itself against any claim or liability relating to
this Agreement or the Trust, including any loss, liability or expense incurred
in acting pursuant to written directions or instructions given by the Sponsor or
counsel to the Trust to the Trustee from time to time in accordance with the
provisions of this Agreement or in undertaking actions from time to time which
the Trustee deems necessary in its discretion to protect the Trust and the
rights and interest of all Beneficial Owners pursuant to the terms of this
Agreement. Any amounts payable to a Trustee Indemnified Party under this Section
8.05 may be payable in advance or shall be secured by a lien on the Trust.

     SECTION 8.06. RESIGNATION, DISCHARGE OR REMOVAL OF TRUSTEE; SUCCESSORS.

          (a) The Trustee may resign and be discharged of its duties hereunder
by executing an instrument in writing resigning as such Trustee, filing the same
with the Sponsor, if any, and mailing a copy of a notice of resignation to all
DTC Participants for distribution to Beneficial Owners as provided in Section
3.10 not less than sixty (60) days before the date specified in such instrument
when, subject to Section 8.06(c), such resignation is to take effect. The
Trustee shall be advised by the Depository as to the holdings of all DTC
Participants pursuant to the Depository Agreement. If the Sponsor shall
determine that (1) the Trustee is guilty of willful misconduct or malfeasance or
willful disregard of its duties hereunder, (2) the Trustee has acted in bad
faith in performing its duties hereunder, (3) there has occurred a material
deterioration in the creditworthiness of the Trustee or (4) there has occurred
one or more

                                       43


negligent acts or omissions on the part of the Trustee having a materially
adverse effect, either singly or in the aggregate, on the Trust or the interests
of the Beneficial Owners, and the Trustee has not, within fifteen (15) days of
receipt of the Sponsor's notice thereof that specifies in reasonable detail the
conduct, omissions or circumstances upon which the Sponsor's determination is
based, either (i) cured such adverse effect and established, to the Sponsor's
satisfaction, that such act or omission (or acts or omissions) will not recur,
or (ii) responded to that notice explaining the steps it will take to cure such
adverse effect and shall have cured such adverse effect within 30 days from the
date of the Sponsor's notice and shall have established, to the Sponsor's
satisfaction, that such act or omission (or acts or omissions) will not recur,
the Sponsor may remove the Trustee and appoint a successor as herein provided.
In case at any time the Trustee shall not meet the requirements set forth in
Section 8.07 hereof, shall fail to undertake or perform or shall become
incapable of undertaking or performing any of the duties which by the terms of
this Agreement are required to be undertaken or performed by it, and such
failure shall not be cured within fifteen (15) Business Days following receipt
of notice from the Sponsor of such failure, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or a trustee or liquidator or any public officer shall take charge or control of
such Trustee or of its property or affairs for the purposes of rehabilitation,
conservation or liquidation, then in any such case, the Sponsor shall, subject
to the requirements of Section 8.06(b) and (c), remove such Trustee and appoint
a successor Trustee by written instrument or instruments delivered to the
Trustee so removed and to the successor Trustee. Upon receiving notice of
resignation or upon the removal of the Trustee, the Sponsor shall use its best
efforts promptly to appoint a successor Trustee in the manner and meeting the
qualifications hereinafter provided, by written instrument or instruments
delivered to such resigning Trustee and the successor Trustee. Notice of such
appointment of a successor Trustee shall be mailed promptly after acceptance of
such appointment by the successor Trustee to DTC Participants for distribution
to Beneficial Owners as provided in Section 3.10. DTC Participants acting on the
direction of Beneficial Owners of at least sixty-six and two thirds percent (66
2/3 %) of the streetTRACKS(R) Gold Shares then outstanding may at any time
remove the Trustee by written instrument or instruments delivered to the Trustee
and Sponsor. The Sponsor shall thereupon use its best efforts to appoint a
successor Trustee in the manner provided herein. Upon effective resignation or
removal hereunder, the resigning or removed Trustee shall be discharged and
shall no longer be liable in any manner hereunder except as to acts or omissions
occurring prior to such resignation or removal, and the new Trustee shall
thereupon undertake and perform all duties and be entitled to all rights and
compensation as Trustee under this Agreement. The successor Trustee shall not be
under any liability hereunder for acts or omissions occurring prior to execution
of an instrument accepting its appointment as Trustee.

          (b) In case at any time the Trustee shall be removed or shall resign
and no successor Trustee shall have been appointed within sixty (60) days after
the date notice of removal has been received by the Trustee or the Trustee has
issued its notice of resignation, the Trustee shall terminate and liquidate the
Trust and distribute its remaining assets pursuant to Section 9.01.

          (c) Any successor Trustee appointed hereunder shall execute and
acknowledge to the Sponsor and to the retiring Trustee an instrument accepting
such appointment hereunder, and such successor Trustee without any further act,
deed or conveyance shall become vested with all the rights, powers, duties and
obligations of its predecessor

                                       44


hereunder with like effect as if originally named a Trustee herein and shall be
bound by all the terms and conditions of this Agreement. Upon the request of
such successor Trustee the retiring Trustee and the Sponsor shall, upon payment
of all amounts due the retiring Trustee, execute and deliver an instrument
acknowledged by them transferring to such successor Trustee all the rights and
powers of the retiring Trustee; and the retiring Trustee shall transfer, deliver
and pay over to the successor Trustee all monies or other assets of the Trust at
the time held by it, if any, together with all necessary instruments of transfer
and assignment or other documents properly executed necessary to effect such
transfer and the transfer of Gold held by each Custodian, in such form as the
Sponsor and the successor Trustee may reasonably request, and such of the
records or copies thereof maintained by the retiring Trustee in the
administration hereof as may be requested by the successor Trustee, and the
retiring Trustee shall thereupon be discharged from all duties and
responsibilities under this Agreement. Any resignation or removal of a Trustee
and appointment of a successor Trustee pursuant to this Section 8.06 shall
become effective upon such acceptance of appointment by the successor Trustee.
The indemnification of the Trustee and any other Trustee Indemnified Party
provided for under Section 8.05 or any other Section of this Agreement hereof
and the lien securing payment of such indemnification shall survive any
resignation or removal of the Trustee hereunder and the termination of the Trust
(but not the distribution of Trust assets) and inure to the benefit of any
successor to the Trustee or a Trustee Indemnified Person.

          (d) Any bank, trust company, corporation or national banking
association into which a Trustee hereunder may be merged or converted or with
which it may be consolidated, or any bank, trust company, corporation or
national banking association resulting from any merger, conversion or
consolidation to which such Trustee hereunder shall be a party, or any bank,
trust company, corporation or national banking association succeeding to all or
substantially all of the business of the Trustee, shall be the successor Trustee
under this Agreement without the execution or filing of any paper, instrument or
further act to be done on the part of the parties hereto, notwithstanding
anything herein, or in any agreement relating to such merger, consolidation or
succession, by which any such Trustee may seek to retain certain powers, rights
and privileges theretofore obtaining for any period of time following such
merger or consolidation, to the contrary.

     SECTION 8.07. QUALIFICATIONS OF TRUSTEE.

     The Trustee and any successor Trustee shall be a bank, trust company,
corporation or national banking association organized and doing business under
the laws of the United States or any state thereof, authorized under such laws
to exercise corporate trust powers, a participant in The Depository Trust
Company or such other Depository as shall then be acting, and, unless counsel to
the Sponsor, acceptable to the Trustee, shall determine that such requirement is
not necessary for the exception under Section 408(m)(3)(B) of the Internal
Revenue Code to apply, a banking institution as defined in Section 408(n) of the
Internal Revenue Code. The Trustee and any successor Trustee shall have, at all
times, an aggregate capital, surplus, and undivided profits of not less than
$500,000,000.

                                       45



                                   ARTICLE IX

                                   TERMINATION

     SECTION 9.01. PROCEDURE UPON TERMINATION.

          (a) Discretionary Termination. The Sponsor will have the discretionary
right to direct the Trustee to terminate the Trust (i) if, at any time after the
first anniversary of the Initial Date of Deposit, the Net Asset Value of the
Trust is less than $350,000,000, as such dollar amount shall be adjusted for
inflation in accordance with the CPI-U, such adjustment to take effect at the
end of the third year following the Initial Date of Deposit and at the end of
each year thereafter and to be made so as to reflect the percentage increase in
consumer prices as set forth in the CPI-U for the twelve (12) month period
ending in the last month of the preceding Fiscal Year (the "Discretionary
Termination Amount") or (ii) if the Commodities Futures Trading Commission
determines that the Trust is a commodity pool under the Commodity Exchange Act
of 1936, as amended. Any termination pursuant to the preceding sentence shall be
at the complete discretion of the Sponsor subject to the terms hereof, and the
Sponsor shall not be liable in any way for depreciation or loss occurring as a
result of any such termination. The Trustee shall have no power to terminate the
Agreement or the Trust because the value of the Trust is below the Discretionary
Termination Amount and shall have no liability for the Sponsor's exercise or
non-exercise of its discretionary power to terminate the Trust. The Trust may
also be terminated by the Trustee (i) upon the agreement of the DTC Participants
acting on the direction of Beneficial Owners of at least 66-2/3% of the
outstanding streetTRACKS(R) Gold Shares and (ii) under the circumstances
specified in Section 8.01(s).

          (b) Mandatory Termination Events. The Trust shall be terminated (i)
if, within [ ] Business Days after the date of this Agreement, the registration
statement for the sale of the streetTRACKS(R) Gold Shares has not been declared
effective; (ii) in the event that streetTRACKS(R) Gold Shares are de-listed from
the Exchange and are not listed for trading on another United States national
securities exchange or through the NASDAQ Stock Market within five Business Days
from the date the shares are de-listed from the Exchange1; (iii) if the
Depository is unable or unwilling to continue to perform its functions as set
forth herein and the Sponsor determines in its sole discretion that a comparable
replacement is unavailable; (iv) upon the disposition of all assets (including
Gold) held by the Trust; (v) in the event any sole Custodian then acting resigns
and no Successor Custodian has been employed pursuant to Section 3.02 within 60
days of such resignation; (vi) if at any time after the expiration of 90 days of
trading on the Exchange the Net Asset Value of the Trust remains less than $50
million for a period of 50 consecutive Business Days; (vii) the Trust fails to
qualify for treatment, or ceases to be treated, for United States federal income
tax purposes, as a grantor trust; (viii) upon the

- -------------
1 It is intended that streetTRACKS(R) Gold Shares will be listed for trading on
the Exchange. Transactions involving streetTRACKS(R) Gold Shares in the public
trading market will be subject to customary brokerage charges and commissions.
There can be no assurance, however, that streetTRACKS(R) Gold Shares will always
be listed on the Exchange. Following the initial twelve-month period following
formation of the Trust and commencement of trading on the Exchange, the Exchange
will consider the suspension of trading in or removal from listing of
streetTRACKS(R) Gold Shares when, in its opinion, further dealings appear
unwarranted if: (a) the Trust has more than sixty (60) days remaining until
termination and there are fewer than 50 record Beneficial Owners for thirty (30)
or more consecutive trading days; or (b) such other event shall occur or
condition shall exist which, in the opinion of the Exchange, makes further
dealings on the Exchange inadvisable.


                                       46


circumstances specified in Section 8.06(b); or, (ix) if the law governing the
Trust limits the maximum period during which the Trust may continue, upon the
expiration of 21 years after the death of the last survivor of all of the
descendants of Elizabeth II, Queen of England, living on the date of this
indenture. Notwithstanding the foregoing, the Trustee shall have no obligation
to appoint a successor Custodian in the absence of direction by the Sponsor and
shall have no liability to any person in the event the Trust is terminated by
reason of the resignation of any Custodian.

          (c) Written notice of termination, specifying the date of termination,
upon which the Depository shall no longer permit transfers, and the anticipated
period during which the assets of the Trust will be liquidated, shall be given
by the Trustee to DTC Participants for dissemination to Beneficial Owners as
described in Section 3.10 at least twenty (20) days prior to termination of the
Trust. Such notice shall further state that, as of the date thereof and
thereafter, neither requests to create additional Creation Baskets nor
additional Creation Basket Deposits will be accepted. Within a reasonable period
of time after such termination the Trustee shall, subject to any applicable
provisions of law, sell all of the Gold not already distributed to Participants
redeeming Redemption Baskets, as provided herein, if any, in such a manner so as
to effectuate orderly sales and a minimal market impact. The Trustee shall not
be liable for or responsible in any way for depreciation or loss incurred by
reason of any sale or sales made in accordance with the provisions of this
Section 9.01. The Trustee may suspend its sales of the Gold upon the occurrence
of unusual or unforeseen circumstances, including, but not limited to, a
suspension in trading of gold. Upon receipt of proceeds from the sale of the
last Gold held hereunder, the Trustee shall:

     (i)  pay to itself individually from the Trust an amount equal to the sum
          of (1) its accrued compensation for its ordinary services, (2) any
          compensation due it for extraordinary services, (3) any advances made
          but not yet repaid and (4) reimbursement of any other disbursements as
          provided herein;

     (ii) deduct any and all other fees and expenses from the Trust in
          accordance with the provisions of Section 3.05 hereof;

    (iii) deduct from the Trust any amounts which it, in its sole discretion,
          shall deem requisite to be added to the Reserve Account for any
          applicable taxes or other governmental charges that may be payable out
          of the Trust and any other contingent or future liabilities;

     (iv) distribute to the Depository for distribution each Beneficial Owner's
          interest in the remaining assets of the Trust; and

     (v)  disseminate to each Beneficial Owner as provided in Section 3.10 a
          final statement as of the date of the computation of the amount
          distributable to the Beneficial Owners, setting forth the data and
          information in substantially the form and manner provided for in
          Section 3.06 hereof.

     SECTION 9.02. MONEYS TO BE HELD WITHOUT INTEREST TO BENEFICIAL OWNERS.

                                       47


     Unless the Sponsor shall direct that funds shall be invested pending
distribution (with any such direction to comply with Section 3.11 hereof), the
Trustee shall be under no liability with respect to moneys held upon
termination, except to hold the same as a deposit for the benefit of the
Beneficial Owners without interest thereon or investment thereof.














                                       48


     SECTION 9.03. DISSOLUTION OF SPONSOR NOT TO TERMINATE TRUST.

     The dissolution of the Sponsor, or its ceasing to exist as a legal entity
from, or for, any cause, shall not operate to terminate this Agreement insofar
as the duties and obligations of the Trustee are concerned unless the Trust is
terminated pursuant to Section 9.01.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

     SECTION 10.01. AMENDMENT AND WAIVER.

          (a) This Agreement may be amended from time to time by the Trustee and
the Sponsor without the consent of any Beneficial Owners (1) to cure any
ambiguity or to correct or supplement any provision hereof which may be
defective or inconsistent or to make such other provisions in regard to matters
or questions arising hereunder as will not materially adversely affect the
interests of Beneficial Owners as determined in good faith by the Sponsor; and
(2) to change any provision hereof as may be required by the SEC. This Agreement
may also be amended from time to time by the Sponsor and the Trustee with the
consent of the DTC Participants acting on the direction of Beneficial Owners of
at least 51% of the outstanding streetTRACKS(R) Gold Shares to add provisions to
or change or eliminate any of the provisions of this Agreement or to modify the
rights of Beneficial Owners; provided, however, that this Agreement may not be
amended without the consent of DTC Participants acting on the direction of
Beneficial Owners of all outstanding streetTRACKS(R) Gold Shares if such
amendment would (x) permit, except in accordance with the terms and conditions
of this Agreement, the acquisition of any asset other than Gold and cash
acquired in accordance with the terms and conditions of this Agreement; (y)
reduce the interest of any Beneficial Owner in the Trust; or (z) reduce the
percentage of outstanding streetTRACKS(R) Gold Shares required to consent to any
such amendment. The Trustee and Sponsor may from time to time alter the
administrative provisions of the Participant Agreement in accordance with its
terms and any such change shall not constitute an amendment of this Agreement.

          (b) Promptly after the execution of any such amendment, the Trustee
shall receive from the Depository a list of all DTC Participants holding
streetTRACKS(R) Gold Shares. The Trustee shall inquire of each such DTC
Participant as to the number of Beneficial Owners for whom such DTC Participant
holds streetTRACKS(R) Gold Shares and provide each such DTC Participant with
sufficient copies of a written notice of the substance of such amendment for
transmittal by each such DTC Participant to such Beneficial Owners.

          (c) It shall not be necessary for the consent of Beneficial Owners
under this Section 10.01 or under Section 9.01 to approve the particular form of
any proposed amendment or proposed termination procedure, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by Beneficial Owners shall be subject to such reasonable regulations as
the Trustee may prescribe.

                                       49


     SECTION 10.02. REGISTRATION (INITIAL AND CONTINUING) OF streetTRACKS(R)GOLD
SHARES; CERTAIN SECURITIES LAW FILINGS.


     The Sponsor agrees and undertakes on its own part or to appoint an agent
(i) to prepare and file a registration statement with the SEC under the
Securities Act of 1933, as amended, and take such action as is necessary from
time to time to qualify the streetTRACKS(R) Gold Shares for offering and sale
under the federal securities laws of the United States, including the
preparation and filing of amendments and supplements to such registration
statement, (ii) promptly to notify the Trustee of any such amendment or
supplement to the registration statement or Prospectus and of any order
preventing or suspending the use of the Prospectus; (iii) to provide the Trustee
from time to time with copies, including copies in electronic form, of the
Prospectus, in such quantities as the Trustee may reasonably request, (iv) to
prepare and file any periodic reports or updates that may be required under the
Securities Exchange Act of 1934, as amended, and (v) to take such action as is
necessary from time to time to register or qualify the streetTRACKS(R) Gold
Shares for offering and sale under the securities or blue sky laws of those
States of the United States or other jurisdictions as the Sponsor may select or
as may be necessary to continue that registration or qualification in effect for
so long as the Sponsor determines that the Trust shall continue to offer or sell
streetTRACKS(R) Gold Shares in that jurisdiction. Registration charges, blue sky
fees, printing costs, mailing costs, attorney's fees, and other miscellaneous
out-of-pocket expenses shall be borne by the Trust in the manner provided for by
Section 3.05.

     SECTION 10.03. LICENSE AGREEMENT WITH THE LICENSOR.

          (a) The Sponsor shall, prior to the Initial Date of Deposit, obtain
from The Bank of New York, the Sponsor and The World Gold Council licenses under
such patents and patent applications and other intellectual property rights as
may be necessary for the establishment and operation of the Trust and the sale
of the streetTRACKS(R) Gold Shares.

          (b) The Trust shall reimburse the Sponsor for the cost of such
licenses in accordance with Section 3.05.

     SECTION 10.04. RIGHT OF SPONSOR TO DIRECT TRUSTEE TO DECLARE A SPLIT OF
streetTRACKS(R) GOLD SHARES.

     The Sponsor reserves the right to direct the Trustee to declare a split or
reverse split in the number of streetTRACKS(R) Gold Shares outstanding and a
corresponding change in the number of streetTRACKS(R) Gold Shares constituting a
Creation Basket whenever the Sponsor believes that the per streetTRACKS(R) Gold
Share price in the secondary market falls outside a desirable trading price.

     SECTION 10.05. INDEMNIFICATION OF UNDERWRITER AND INITIAL MARKETING AGENT.

     Acting on behalf of the Trust, the Trustee has entered, or concurrently
with the execution of this Agreement shall enter, into:

          (i) an agreement with the Underwriter in which the Trust agrees to
     reimburse the Underwriter, to the extent the Sponsor has not directly paid
     such amounts when due,

                                       50


     for potential liabilities that may be incurred by the Underwriter as
     specified in Sections 9(a)(i), (ii) and (iii) of the Distribution
     Agreement; and

          (ii) the Marketing Agent Agreement, pursuant to Section 7.2 of which
     the Trust agrees to reimburse the Initial Marketing Agent and such other
     persons as are specified in Section 7.1 of the Marketing Agent Agreement,
     to the extent the Sponsor does not pay such amounts when due under Section
     7.1 (i), (ii), and (iii) thereof (including any amount in contribution
     thereof that may be owed to any of the Indemnified Persons pursuant to
     Section 7.4 thereof), and the Trust agrees to pay any and all expenses
     (including reasonable and documented counsel fees and expenses) incurred by
     the Initial Marketing Agent in enforcing its rights under the Marketing
     Agent Agreement.

     SECTION 10.06. REDUCTION IN FEES OF SPONSOR AND INITIAL MARKETING AGENT.

     During the period from the inception of the Trust until the seventh
anniversary of the date of this Agreement, the fees of the Sponsor shall be
reduced, and the disbursements from the Trust for the payment of the fees of the
Initial Marketing Agent shall be limited, as follows:

     If at the end of any month the estimated ordinary expenses of the Trust
(including the Initial Marketing Agent's fees and the Sponsor's fees for such
month) exceed an amount equal to forty basis points (0.40%) per annum of the
daily Adjusted Net Asset Value of the Trust for such month, the fees payable to
the Sponsor and the Initial Marketing Agent for such month shall be reduced by
the amount of such excess in equal shares up to the amount of such fees. The
Sponsor agrees promptly to refund, and shall cause the Initial Marketing Agent
promptly to refund, any amount paid to the Sponsor or Initial Marketing Agent
which exceeds the reduced fee payable to the Sponsor or Initial Marketing Agent,
respectively, pursuant to this Section.

     The provisions of this Section shall expire on the seventh anniversary of
the date of this Agreement or the earlier termination of the Marketing Agent
Agreement.

     SECTION 10.07. CERTAIN MATTERS RELATING TO BENEFICIAL OWNERS.

          (a) By the purchase and acceptance or other lawful delivery and
acceptance of streetTRACKS(R) Gold Shares, each Beneficial Owner thereof shall
be deemed to be a beneficiary of the Trust created by this Agreement and vested
with beneficial undivided interest in the Trust to the extent of the
streetTRACKS(R) Gold Shares owned beneficially by such Beneficial Owner, subject
to the terms and conditions of this Agreement. Upon issuance as provided herein,
streetTRACKS(R) Gold Shares shall be fully paid and non-assessable.

          (b) Subject to and in accordance with Section 5.02 and 5.03,
streetTRACKS(R) Gold Shares may at any time prior to the date specified by the
Trustee in connection with the termination of the Trust be tendered to the
Trustee for redemption.

          (c) The death or incapacity of any Beneficial Owner shall not operate
to terminate the Agreement or the Trust, nor entitle such Beneficial Owner's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or


                                       51


winding up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them. Each Beneficial Owner
expressly waives any right such Beneficial Owner may have under any rule of law,
or the provisions of any statute, or otherwise, to require the Trustee at any
time to account, in any manner other than as expressly provided in the
Agreement, in respect of the Gold or moneys from time to time received, held and
applied by the Trustee hereunder.

          (d) No Beneficial Owner shall have any right to vote except as
provided in Sections 8.06, 9.01 and 10.01 or in any manner otherwise to control
the operation and management of the Trust, or the obligations of the parties
hereto. Nothing set forth in this Agreement shall be construed so as to
constitute the Beneficial Owners from time to time as partners or members of an
association; nor shall any Beneficial Owner ever be liable to any third person
by reason of any action taken by the parties to this Agreement, or for any other
cause whatsoever.

          (e) The rights of Beneficial Owners must be exercised by DTC
Participants acting on their behalf in accordance with the rules and procedures
of the Depository as provided in Section 3.10.

     SECTION 10.08. PROSPECTUS DELIVERY.

     The Trustee shall, if required by the federal securities laws of the United
States, in any manner permitted by such laws, deliver at the time of issuance of
streetTRACKS(R) Gold Shares, a copy of the relevant Prospectus, as most recently
furnished to the Trustee by the Sponsor, to each person submitting a Purchase
Order.

     SECTION 10.09. NEW YORK LAW TO GOVERN.

     This Agreement is executed and delivered in the State of New York, and all
laws or rules of construction of such State shall govern the rights of the
parties hereto, the Depository as registered owner of the Global Security, and
the Beneficial Owners and the interpretation of the provisions hereof without
reference to the principles or rules of conflict of laws to the extent the laws
of a different jurisdiction would be required thereby. This Agreement shall be
deemed effective when it is executed by the Sponsor and the Trustee.

     SECTION 10.10. CONSENT TO JURISDICTION.

     Each party hereto, and the Depository, each DTC Participant and each
Beneficial Owner by the acceptance of an streetTRACKS(R) Gold Share, irrevocably
consents to the 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
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 person at such person's address for purposes of notices hereunder.

                                       52


     SECTION 10.11. MERGER.

     This agreement embodies the entire agreement and understanding between the
parties relating to the subject matter hereof.

     SECTION 10.12. NOTICES.

     All notices and other communications under this agreement shall be in
writing in English, signed by the party giving it, and shall be deemed given, if
to the Trustee or the Sponsor, when delivered personally, on the next Business
Day after delivery to a recognized overnight courier or mailed first class
(postage prepaid) or when sent by facsimile to the parties (which facsimile copy
shall be followed, in the case of notices or other communications sent to the
Trustee, by delivery of the original) at the following addresses (or to such
other address as a party may have specified by notice given to the other parties
pursuant to this provision):

If to the Sponsor, to:       World Gold Trust Services, LLC
                             444 Madison Avenue, 3rd Floor
                             New York, New York 10022
                             Attention: Mr. J. Stuart Thomas
                             Facsimile: (212) 688-0410

with a copy to:              Carter Ledyard & Milburn LLP
                             2 Wall Street
                             New York, New York 10005
                             Attention: Steven J. Glusband, Esq.
                             Facsimile: (212) 732-3232

If to the Trustee, to:       The Bank of New York
                             2 Hanson Place
                             Brooklyn, New York 11217
                             Attention: ADR Administration
                             Facsimile: (718) 315-4881

with a copy to:              Emmet, Marvin & Martin, LLP
                             120 Broadway
                             New York, New York 10271
                             Attention: Peter B. Tisne, Esq.
                             Facsimile: (212) 238-3100

Any notice to be given to a Beneficial Owner shall be duly given if mailed or
delivered to DTC Participants designated by the Depository for delivery to
Beneficial Owners.

     SECTION 10.13. SEVERABILITY.

     If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms

                                       53


shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the rights of the
Beneficial Owners.


     SECTION 10.14. HEADINGS.

     The headings used in this Agreement have been inserted for convenience and
shall not modify, define, limit or expand the express provisions of this
Agreement.

     SECTION 10.15. COUNTERPARTS.

     This Agreement may be simultaneously executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and the
same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by an Authorized Officer as of ________, 2004.


                         World Gold Trust Services, LLC


                         By
                           ---------------------------------------------------
                         Title:

                                               Sponsor



                         The Bank of New York


                         By
                           ---------------------------------------------------
                         Title:

                                               Trustee




                                       54




STATE OF NEW YORK  )
                     : ss.:
COUNTY OF NEW YORK )

     On the ___ day of ______________ in the year 2004 before me the
undersigned, a Notary Public in and for said State, personally appeared
______________________________, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.


                                        ________________________________________
                                                    Notary Public


(Notarial Seal)



                                       55






STATE OF NEW YORK  )
                    ss.:
COUNTY OF NEW YORK )

         On the ___ day of ______________ in the year 2004 before me the
undersigned, a Notary Public in and for said State, personally appeared
______________________________, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.


                                             ___________________________________
                                             Notary Public


(Notarial Seal)


                                       56



                                   SCHEDULE A

                                 Initial Deposit


     Depositor                Creation Basket Deposit              Shares Issued






















                                      A-1




                                                                       EXHIBIT A






                       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





              -----------------------------------------------------

                           streetTRACKS(R) GOLD TRUST

                       ALLOCATED BULLION ACCOUNT AGREEMENT

              -----------------------------------------------------



THIS AGREEMENT  is made on                           , 2004
                           --------------------------

BETWEEN

(1)    HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association
       organized under the laws of the United States of America, whose principal
       place of business in England is at 8 Canada Square, London E14 5HQ ("WE"
       or "US"); and

(2)    The BANK OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
       TRUSTEE (THE "TRUSTEE") OF streetTRACKS(R) GOLD TRUST (THE
       "streetTRACKS(R) GOLD TRUST") as established pursuant to the Trust
       Indenture (defined below) ("YOU").

INTRODUCTION

We have agreed to hold Bullion for you and to provide other services to you in
connection with such Bullion. This agreement sets out the terms under which we
will provide those services to you and the arrangements which will apply in
connection with those services.

IT IS AGREED AS FOLLOWS

1.     INTERPRETATION

1.1    DEFINITIONS: In this agreement:

       "ALLOCATED ACCOUNT" means any account maintained by us in your name
       pursuant to this agreement.

       "AVAILABILITY DATE" means the Business Day on which you wish us to credit
       to your Allocated Account an amount of Bullion debited from your
       Unallocated Account.

       "BULLION" means the Precious Metal held for you under this agreement or
       standing to your credit in your Unallocated Account, as the case may be.

       "BUSINESS DAY" means a day other than (i) a day on which the New York
       Stock Exchange, Inc. is closed for regular trading or (ii), if the
       transaction involves the receipt or delivery of gold or confirmation
       thereof in the United Kingdom or in some other jurisdiction, (a) a day on
       which banking institutions in the United Kingdom or in such other
       jurisdiction, as the case may be, are authorized by law to close or a day
       on which the London gold market is closed or (b) a day on which banking
       institutions in the United Kingdom or in such other jurisdiction, as the
       case may be, are authorized to be open for less than a full business day
       or the London gold market is open for trading for less than a full
       business day and transaction procedures required to be executed or
       completed before the close of the business day may not be so executed or
       completed..

       "LBMA" means The London Bullion Market Association or its successors.

       "PARTICIPANT" means a Participant as defined in the Trust Indenture.



       "PARTICIPANT AGREEMENT" means that certain Participant Agreement in
       effect from time to time between the Trustee and a Participant, as those
       terms are defined in the Trust Indenture.

       "PARTICIPANT UNALLOCATED ACCOUNT" means the Precious Metal account a
       Participant is required by the Participant Agreement to have maintained
       by us for such Participant on an Unallocated Basis.

       "POINT OF DELIVERY" means such date and time that the recipient or its
       agent acknowledges in written form its receipt of delivery of Precious
       Metal.

       "PRECIOUS METAL" means gold.

       "RULES" means the rules, regulations, practices and customs of the LBMA
       (including without limitation the rules of the LBMA as to good delivery),
       the Bank of England and such other regulatory authority or other body as
       shall affect the activities contemplated by this agreement.

       "SPONSOR" means World Gold Trust Services, LLC.

       "SUB-CUSTODIAN" means a sub-custodian, agent or depository (including an
       entity within our corporate group) selected by us to perform any of our
       duties under this agreement including the custody and safekeeping of
       Bullion.

       "THIRD PARTY UNALLOCATED ACCOUNT" means a Precious Metal account
       maintained by us on an Unallocated Basis for a party other than you in
       your capacity as Trustee of the streetTRACKS(R) Gold Trust.

       "TRUST INDENTURE" means that certain Trust Indenture of streetTRACKS(R)
       Gold Trust dated as of [ ], 2004, between World Gold Trust Services, LLC,
       as Sponsor, and The Bank of New York, as Trustee, effective [ ], 2004.

       "UNALLOCATED ACCOUNT" means the account maintained by us in your name on
       an Unallocated Basis pursuant to the Unallocated Bullion Account
       Agreement.

       "UNALLOCATED BASIS" means, with respect to a Precious Metal account
       maintained with us, that the person in whose name the account is held is
       entitled to delivery in accordance with the Rules of an amount of
       Precious Metal equal to the amount of Precious Metal standing to the
       credit of the person's account but has no ownership interest in any
       Precious Metal that we own or hold.

       "UNALLOCATED BULLION ACCOUNT AGREEMENT" means that certain Unallocated
       Bullion Account Agreement between you and us dated on or about the date
       of this agreement.

       "VAT" means value added tax as provided for in the Value Added Tax Act
       1994 (as amended or re-enacted from time to time) and legislation
       supplemental thereto and any



       other tax (whether imposed in the United Kingdom in substitution thereof
       or in addition thereto or elsewhere) of a similar fiscal nature.

       "WITHDRAWAL DATE" means the Business Day on which you wish to withdraw
       Bullion from your Allocated Account.

1.2    HEADINGS: The headings in this agreement do not affect its
       interpretation.

1.3    SINGULAR AND PLURAL; OTHER USAGES:

       (a)    References to the singular include the plural and vice versa.

       (b)    "A or B" means "A or B or both."

       (c)    "Including" means "including but not limited to."

2.     ALLOCATED ACCOUNT

2.1    OPENING THE ALLOCATED ACCOUNT: We shall open and maintain the Allocated
       Account for you in respect of Bullion.

2.2    DEPOSITS AND WITHDRAWALS: The Allocated Account shall evidence and record
       the holdings of Bullion in, and the movements of Bullion into and out of
       the Allocated Account.

2.3    DENOMINATION OF THE ALLOCATED ACCOUNT: The Allocated Account shall be
       denominated in fine ounces of gold to three decimal places.

2.4    REPORTS: For each Business Day, by no later than the following Business
       Day, we will transmit to you by authenticated SWIFT message(s)
       information showing the movement of Bullion into and out of your
       Allocated Account, and identifying separately each transaction and the
       Business Day on which it occurred. In addition, we will provide you such
       information about the movement of Bullion into and out of your Allocated
       Account on a same-day basis at such other times and in such other form as
       you and we shall agree. In the case of any difference between the
       information provided by authenticated SWIFT message and the information
       we provide you pursuant to the immediately preceding sentence, the SWIFT
       message will be controlling, and we shall not be liable for your or any
       third party's reliance on the information we provide to you by means
       other than SWIFT message. For each calendar month, we will provide you
       within a reasonable time after the end of the month a statement of
       account for your Allocated Account, accompanied by one or more weight
       lists in respect of the Bullion in your Allocated Account as of the last
       Business Day of the calendar month, containing information sufficient to
       identify each bar of Bullion held in your Allocated Account and the party
       having physical possession thereof. We also will provide you additional
       weight lists in respect of the Bullion in your Allocated Account from
       time to time upon your request, but only on the condition that you may
       not request weight lists as a way to obtain them routinely on a more
       frequent basis than the monthly basis on which we are undertaking to
       provide them.



2.5    REVERSAL OF ENTRIES: In order to maintain the accuracy of our books and
       records, but without limiting our responsibilities or liability under
       this agreement, we shall reverse or amend any entries to your Allocated
       Account to correct errors that we discover or of which we are notified
       with, if we deem it necessary, effect back-valued to the date upon which
       the correct entry (or no entry) should have been made. Without limiting
       the foregoing, if Bullion delivered to your Allocated Account upon
       withdrawal from your Unallocated Account is determined to be of a
       fineness or weight different from the fineness or weight we have reported
       to you, (i) we shall debit your Allocated Account and credit your
       Unallocated Account with the requisite amount of Bullion if the
       determination reduces the total fine ounces of Bullion that should have
       been credited to your Allocated Account, and (ii) we shall credit your
       Allocated Account and debit your Unallocated Account with the requisite
       amount of Bullion if the determination increases the total fine ounces of
       Bullion that should have been credited to your Allocated Account.

2.6    ACCESS: Upon reasonable prior written notice, we will, during our normal
       business hours, allow your representatives, not more than twice during
       any calendar year, and your independent public accountants, in connection
       with their audit of the financial statements of the streetTRACKS(R) Gold
       Trust, to visit our premises and examine the Bullion and such records
       maintained by us in relation to your Allocated Account as they may
       reasonably require. You shall bear all costs relating to such visits and
       exams, including any out of pocket or other costs we may incur in
       connection therewith. Our providing of any such visits or exams is
       conditioned on the relevant parties complying with all our security rules
       and procedures and undertaking to keep confidential all information they
       obtain in accordance with a form of confidentiality agreement we will
       provide. If at the time of any visit none of the Bullion is at our
       premises, the relevant parties will not be permitted to visit our vault.
       Any visits by your representatives pursuant to clause 2.6 of the
       Unallocated Bullion Account Agreement shall be deemed to be a visit for
       purposes of this clause 2.6.

3.     TRANSFERS INTO THE ALLOCATED ACCOUNT

3.1    PROCEDURE: We shall receive transfers of Bullion into your Allocated
       Account only at your instruction given pursuant to your Unallocated
       Bullion Account Agreement, by debiting Bullion from your Unallocated
       Account and crediting such Bullion to your Allocated Account, unless we
       otherwise agree in writing.

4.     TRANSFERS FROM THE ALLOCATED ACCOUNT

4.1    PROCEDURE AND INSTRUCTIONS: We will transfer Bullion from your Allocated
       Account to such persons and at such times as specified in your
       instructions to us and not otherwise. Unless you instruct us otherwise,
       we will transfer Bullion from your Allocated Account only by debiting
       Bullion from your Allocated Account and crediting the Bullion to your
       Unallocated Account. When you instruct us in accordance with clause 4.4,
       we will transfer Bullion from your Allocated Account by debiting Bullion
       from your Allocated Account and making such Bullion available for
       collection or delivery as provided in clause 4.4. All instructions to
       transfer Bullion from your Allocated Account must:



       (a)    in the normal course, be received by us no later than 9:00 a.m.
              (London time) on (i) the day that is two Business Days prior to
              the Withdrawal Date or (ii), in the case of a transfer of Bullion
              to your Unallocated Account in connection with a redemption of
              streetTRACKS(R) Gold Trust shares that has been held open one
              Business Day, on the Withdrawal Date, unless we otherwise agree;

       (b)    specify (i) the minimum number of fine ounces of Bullion to be
              debited from your Allocated Account and, if you are identifying
              the Bullion to be debited, (ii) the serial numbers of the Bullion
              to be debited; and

       (c)    provide any other information which we may from time to time
              require, including, where applicable, the name of the person that
              will collect the Bullion from us or, if applicable, to whom we are
              to deliver it, and the Withdrawal Date.

4.2    POWER TO AMEND PROCEDURE: We may amend our procedure for the physical
       withdrawal of Bullion or impose such additional procedures as we may from
       time to time consider appropriate. We will notify you within a
       commercially reasonable time before we amend our procedures or impose
       additional ones in relation to the withdrawal of Bullion, and in doing so
       we will consider your needs to communicate any such change to
       Participants and others.

4.3    SPECIFICATION OF BULLION: Unless you instruct us as to the serial numbers
       of the Bullion to be debited, we are entitled to select the Bullion to be
       debited from your Allocated Account. When you instruct us to debit a
       minimum amount of Bullion from your Allocated Account for credit to your
       Unallocated Account without specifying the serial numbers of the Bullion
       to be debited, we will select the Bullion to be debited and will use
       commercially reasonable efforts to select for deallocation the smallest
       amount of Bullion necessary to satisfy your instruction. When you notify
       us of a debit of Bullion pursuant to clause 4.1(b) in the case of a
       redemption that has been held open one Business Day, you may not specify
       the serial numbers of the Bullion to be debited to your Allocated
       Account.

4.4    PHYSICAL WITHDRAWALS OF BULLION: Upon your instruction, we will debit
       Bullion from your Allocated Account and make the Bullion available for
       collection by you or, if separately agreed, for delivery by us, at your
       expense and risk. You and we agree nevertheless that you expect to
       withdraw Bullion physically from your Allocated Account (rather than by
       crediting it to your Unallocated Account) only in exceptional
       circumstances, as for example when we are unable to transfer Precious
       Metal on an Unallocated Basis. In the case of all physical withdrawals of
       Bullion from your Allocated Account, unless we agree to undertake
       delivery, you must collect, or arrange for the collection of, the Bullion
       being withdrawn from us, the Sub-Custodian or other party having physical
       possession thereof. We will advise you of the location from which the
       Bullion may be collected no later than one Business Day prior to the
       Withdrawal Date. When we have agreed separately to deliver Bullion in
       connection with a physical withdrawal, we shall make transportation and
       insurance arrangements on your behalf in accordance with our usual
       practice unless we have agreed in writing to other arrangements, with
       which we shall use commercially reasonable efforts to comply. Anything in
       this agreement to the contrary notwithstanding,



       and without limiting your right to withdraw Bullion physically, we shall
       not be obliged to effect any requested delivery if, in our reasonable
       opinion, this would cause us or our agents to be in breach of the Rules
       or other applicable law, court order or regulation, the costs incurred
       would be excessive or delivery is impracticable for any reason. When
       pursuant to your instruction Bullion is physically withdrawn from your
       Allocated Account, all risk in and to the Bullion withdrawn shall pass at
       the Point of Delivery to the person to whom or to or for whose account
       such Bullion is transferred, delivered or collected. If you instruct us
       as to the serial number of one or more whole bars of Bullion to be
       debited, the Bullion you specify will be made available for collection or
       delivery as soon as reasonably practicable.

5.     INSTRUCTIONS

5.1    YOUR REPRESENTATIVES: We will act only on instructions given in
       accordance with this clause 5.1 and clause 14 and will not otherwise act
       on instructions given by any person claiming to have a beneficial
       interest in the streetTRACKS(R) Gold Trust. You shall notify us promptly
       in writing of the names of the people who are authorised to give
       instructions on your behalf. Until we receive written notice to the
       contrary, we are entitled to assume that any of those people have full
       and unrestricted power to give us instructions on your behalf. We are
       also entitled to rely on any instructions which are from, or which
       purport to emanate from, any person who appears to have such authority.




5.2    AMENDMENTS: Once given, instructions continue in full force and effect
       until we receive further instructions that they are cancelled, amended or
       superseded. We must receive an instruction cancelling, amending or
       superseding a prior instruction before the time the prior instruction is
       acted upon. Instructions shall have effect only after actual receipt by
       us.

5.3    UNCLEAR OR AMBIGUOUS INSTRUCTIONS: If, in our opinion, any instructions
       are unclear or ambiguous, we shall use reasonable endeavours (taking into
       account any relevant time constraints) to obtain clarification of those
       instructions but, failing that, we may in our absolute discretion and
       without any liability on our part, act upon what we believe in good faith
       such instructions to be or refuse to take any action or execute such
       instructions until any ambiguity or conflict has been resolved to our
       satisfaction.

5.4    REFUSAL TO EXECUTE: We will, where practicable, refuse to execute
       instructions if in our opinion they are or may be contrary to the Rules
       or any applicable law.

6.     CONFIDENTIALITY

6.1    DISCLOSURE TO OTHERS: Subject to clause 6.2, we shall treat as
       confidential and will not, without your consent, disclose to any other
       person any transaction or other information we acquire about you or your
       business pursuant to this agreement. Subject to clause 6.2, you shall
       treat as confidential and will not, without our consent, disclose to any
       other person any information that we provide to you about us or our
       business pursuant to this agreement and that we tell you, at or before
       the time we provide it, we are providing to you on a confidential basis.

6.2    PERMITTED DISCLOSURES: Each party accepts that from time to time the
       other party may be required by law or the Rules, or requested by or
       required in connection with filings made with a government department or
       agency, fiscal body or regulatory or self-regulatory authority, to
       disclose information acquired under this agreement. In addition, the
       disclosure of such information may be required by a party's auditors, by
       its legal or other advisors, by a company which is in the same group of
       companies as a party (i.e. a subsidiary or holding company of a party) or
       by a Sub-Custodian. Subject to the agreement of the party to which
       information is disclosed to maintain it in confidence in accordance with
       clause 6.1, each party irrevocably authorises the other to make such
       disclosures without further reference to such party.

7.     CUSTODY SERVICES

7.1    APPOINTMENT: You hereby appoint us to act as custodian of the Bullion in
       accordance with this agreement and any Rules which apply to us.

7.2    SEGREGATION OF BULLION: We will be responsible for the safekeeping of the
       Bullion on the terms and conditions of this Agreement. We will segregate
       Bullion in your Allocated Account from any Precious Metal which we own or
       hold for others by making entries in our books and records to identify
       such Bullion as being held for your Allocated Account, and we will
       require Sub-Custodians to segregate Bullion held by them for us from any



       Precious Metal which they own or hold for others by making entries in
       their books and records to identify such Bullion as being held for us. It
       is understood that our undertaking to require Sub-Custodians to segregate
       Bullion from Precious Metal they own or hold for others reflects the
       current custody practice in the London market, and that accordingly we
       will be deemed to have communicated that requirement prior to the
       execution of this Agreement by our participation in that market. Entries
       on our books and records to identify Bullion will refer to each bar by
       refiner, assay, serial number and gross and fine weight. Under current
       LBMA market practices, the weight lists provided to us by our
       Sub-Custodians are expected to identify Bullion held for us by serial
       number and may include additional identifying information.

7.3    OWNERSHIP OF BULLION: We will identify in our books and records that the
       Bullion belongs solely to you.

7.4    LOCATION OF BULLION: Subject to clause 8.1, the Bullion held for you in
       your Allocated Account must be held by us at our London vault premises or
       by or for any Sub-Custodian, unless otherwise agreed between us.

8.     SUB-CUSTODIANS

8.1    SUB-CUSTODIANS: We may select Sub-Custodians to perform any of our duties
       under this agreement including the custody and safekeeping of Bullion.
       The Sub-Custodians we select may themselves select subcustodians to
       perform their duties, 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 execution of this Agreement, the Sub-Custodians that we use
       are: the Bank of England, The Bank of Nova Scotia (ScotiaMocatta),
       Deutsche Bank AG, JPMorganChase Bank, and UBS AG. 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 will confirm to you
       that from time to time we may hold Precious Metal for our 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.

8.2    LIABILITY: Except for our obligation to make commercially reasonable
       efforts to obtain delivery of Bullion from Sub-Custodians, we shall not
       be liable for any act or omission, or for the solvency, of any
       Sub-Custodian unless the selection of that Sub-Custodian was made by us
       negligently or in bad faith.

9.     REPRESENTATIONS

9.1    YOUR REPRESENTATIONS: You represent and warrant to us that (such
       representations and warranties being deemed to be repeated upon each
       occasion Bullion is credited to or debited from your Allocated Account
       under this agreement):



       (a)    you have all necessary authority, powers, consents, licences and
              authorisations (which have not been revoked) and have taken all
              necessary action to enable you lawfully to enter into and perform
              your duties and obligations under this agreement;

       (b)    the persons entering into this agreement on your behalf have been
              duly authorised to do so; and

       (c)    this agreement and the obligations created under it are binding
              upon you and enforceable against you in accordance with its terms
              (subject to applicable principles of equity) and do not and will
              not violate the terms of the Rules or any law, order, charge or
              agreement by which you are bound.

9.2    OUR REPRESENTATIONS: We represent and warrant to you that (such
       representations and warranties being deemed to be repeated upon each
       occasion Bullion is credited to or debited from your Allocated Account
       under this agreement):

       (a)    we have all necessary authority, powers, consents, licences and
              authorisations (which have not been revoked) and have taken all
              necessary action to enable us lawfully to enter into and perform
              our duties and obligations under this agreement;

       (b)    the persons entering into this agreement on our behalf have been
              duly authorised to do so; and

       (c)    this agreement and the obligations created under it are binding
              upon us and enforceable against us in accordance with its terms
              (subject to applicable principles of equity) and do not and will
              not violate the terms of the Rules or any law, order, charge or
              agreement by which we are bound.

10.    FEES AND EXPENSES

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 Gold held
       in the Allocated Account and the Unallocated Account. 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.

10.2   EXPENSES: You must pay us on demand all costs, charges and expenses
       (including any relevant taxes, duties and reasonable legal fees but not
       including fees of Sub-Custodians) incurred by us in connection with the
       performance of our duties and obligations under this agreement or
       otherwise in connection with the Bullion.



10.3   DEFAULT INTEREST: If you fail to pay us any amount when it is due, we
       reserve the right to charge you interest (both before and after any
       judgement) on any such unpaid amount calculated at a rate equal to 1%
       above the overnight London Interbank Offered Rate (LIBOR) for the
       currency in which the amount is due. Interest will accrue on a daily
       basis and will be due and payable by you as a separate debt.

11.    VALUE ADDED TAX

11.1   VAT INCLUSIVE: All sums payable under this agreement by you to us shall
       be deemed to be inclusive of VAT.

12.    SCOPE OF RESPONSIBILITY

12.1   EXCLUSION OF LIABILITY: We will use reasonable care in the performance of
       our duties under this agreement and will only be responsible to you for
       any loss or damage suffered by you as a direct result of any negligence,
       fraud or wilful default on our part in the performance of our duties, in
       which case our liability will not exceed the market value of the Bullion
       at the time such negligence, fraud or wilful default is discovered by us,
       provided that we notify you promptly after we discover such negligence,
       fraud or wilful default. If we credit Bullion to your Allocated Account
       that is not of the fine weight we have represented to you, recovery by
       you, to the extent such recovery is otherwise allowed, shall not be
       barred by your delay in asserting a claim because of the failure to
       discover such loss or damage regardless of whether such loss or damage
       could or should have been discovered.

12.2   NO DUTY OR OBLIGATION: We are under no duty or obligation to make or
       take, or require any Sub-Custodian to make or take, any special
       arrangements or precautions beyond those required by the Rules or as
       specifically set forth herein.

12.3   INSURANCE: We shall maintain insurance in regard to our business,
       including our bullion and custody business, on such terms and conditions
       as we consider appropriate. Upon reasonable prior written notice, in
       connection with the preparation of the initial registration statement
       under the United States federal Securities Act of 1933, as amended,
       covering shares of the streetTRACKS(R) Gold Trust, we will allow our
       insurance to be reviewed by you, by the Sponsor and by UBS Securities LLC
       as underwriter in connection with such initial registration statement. We
       also will allow you and the Sponsor to review such insurance in
       connection with any amendment to that initial registration statement and
       from time to time, in each case upon reasonable prior written notice from
       you. Any permission to review our insurance is limited to the term of
       this agreement and is conditioned on the reviewing party executing a form
       of confidentiality agreement we will provide, or if the confidentiality
       agreement is already in force, acknowledging that the review is subject
       to it. The foregoing permissions for the Sponsor and UBS Securities LLC
       to review our insurance shall cease when the Sponsor or UBS Securities
       LLC, as the case may be, ceases to serve the STREETTRACKS(R) Gold Trust
       as such Sponsor or underwriter.

12.4   FORCE MAJEURE: We shall not be liable to you for any delay in
       performance, or for the non-performance of any of our obligations under
       this agreement by reason of any cause beyond our reasonable control. This
       includes any act of God or war or terrorism, any



       breakdown, malfunction or failure of transmission in connection with or
       other unavailability of any wire, communication or computer facilities,
       any transport, port, or airport disruption, industrial action, acts and
       regulations and rules of any governmental or supra national bodies or
       authorities or regulatory or self-regulatory organisations or failure of
       any such body, authority, or organisation for any reason, to perform its
       obligations.

12.5   INDEMNITY: You shall, solely out of the assets of the streetTRACKS(R)
       Gold Trust, indemnify and keep us, and each of our directors,
       shareholders, officers, employees, agents, affiliates (as such term is
       defined in Regulation S-X adopted by the United States Securities and
       Exchange Commission under the United States federal Securities Act of
       1933, as amended) and subsidiaries (us and each such person a "Custodian
       Indemnified Person" for purposes of this clause 12.5) indemnified (on an
       after tax basis) on demand against all costs and expenses, damages,
       liabilities and losses which we or such Custodian Indemnified Party may
       suffer or incur, directly or indirectly in connection with this agreement
       except to the extent that such sums are due directly to the negligence,
       wilful default or fraud of such Custodian Indemnified Party.

12.6   THIRD PARTIES: You are our sole customer under this agreement and we do
       not owe any duty or obligation or have any liability towards any person
       who is not a party to this agreement. This agreement does not confer a
       benefit on any person who is not a party to it. The parties to this
       agreement do not intend that any term of this agreement shall be
       enforceable by any person who is not a party to it and do intend that the
       Contracts (Rights of Third Parties) 1999 Act shall not apply to this
       Agreement. Nothing in this paragraph is intended to limit the obligations
       hereunder of any successor Trustee of the streetTRACKS(R) Gold Trust or
       to limit the right of any successor Trustee of the streetTRACKS(R) Gold
       Trust to enforce our obligations hereunder.

12.7   NO LIENS: We will not create any right, charge, security interest, lien
       or claim against the Bullion, except those in our favor arising under
       this agreement or the Unallocated Bullion Account Agreement, and we will
       not loan, hypothecate, pledge or otherwise encumber any Bullion except
       pursuant to your instructions.

12.8   OTHER ACTIVITIES: We and any of our affiliates may act as a Participant
       or own or hold Precious Metal or shares issued by the streetTRACKS(R)
       Gold Trust or both and may deal with them in any manner, including acting
       as underwriter for the shares, with the same rights and powers as if we
       were not the custodian hereunder.

13.    TERMINATION

13.1   NON-TERMINATION: This agreement may not be terminated for one year
       following the "Initial Date of Deposit", as that term is defined in the
       Trust Indenture, unless the streetTRACKS(R) Gold Trust is terminated
       during that period.

13.2   METHOD: Subject to the requirements of clause 13.1, either party may
       terminate this agreement by giving not less than 90 Business Days'
       written notice to the other party. Any such notice given by you must
       specify:

       (a)    the date on which the termination will take effect;



       (b)    the person to whom the Bullion is to be made available; and

       (c)    all other necessary arrangements for the redelivery of the Bullion
              to you.

13.3   RESIGNATION OF TRUSTEE: In the event you resign or are discharged or
       removed as Trustee, this agreement will terminate 90 Business Days
       following your resignation, discharge or removal unless a successor
       trustee to the streetTRACKS(R) Gold Trust is appointed before the end of
       the 90 Business Day period or a full liquidation of the streetTRACKS(R)
       Gold Trust is started during the 90 Business Day period and you request
       us to continue the agreement in effect until the liquidation is
       completed.

13.4   REDELIVERY ARRANGEMENTS: Following any termination of this agreement, if
       you do not make arrangements acceptable to us for the redelivery of the
       Bullion we may continue to store the Bullion, in which case we will
       continue to charge the fees and expenses payable under clause 10. If you
       have not made arrangements acceptable to us for the redelivery of the
       Bullion within 6 months of the date specified in the termination notice
       as the date on which the termination will take effect, we will be
       entitled to sell the Bullion and account to you for the proceeds after
       deducting any amounts due to us under this agreement.

13.5   EXISTING RIGHTS: Termination shall not affect rights and obligations then
       outstanding under this agreement which shall continue to be governed by
       this agreement until all obligations have been fully performed.

14.    NOTICES

14.1   FORM: Subject to clause 14.5, any notice, notification, instruction or
       other communication under or in connection with this agreement shall be
       given in writing. References to writing include electronic transmissions
       that are of the kind specified in clause 14.2.

14.2   METHOD OF TRANSMISSION: Any notice, notification, instruction or other
       communication required to be in writing may be delivered personally or
       sent by first class post, pre-paid recorded delivery (or air mail if
       overseas), authenticated electronic transmission (including tested telex
       and authenticated SWIFT) or such other electronic transmission as the
       parties may from time to time agree to the party due to receive the
       notice or communication, at its address, number or destination set out in
       this agreement or another address, number or destination specified by
       that party by written notice to the other.

14.3   DEEMED RECEIPT ON NOTICE: A notice, notification, instruction or other
       communication under or in connection with this agreement will be deemed
       received only if actually received or delivered.

14.4   RECORDING OF CALLS: We may record telephone conversations without use of
       a warning tone. Such records will be our sole property and accepted by
       you as evidence of the orders or instructions given that are permitted to
       be given orally under this agreement.

14.5   INSTRUCTIONS RELATING TO BULLION: All notices, notifications,
       instructions and other communications relating to the movement of Bullion
       in relation to your Allocated



       Account shall be by way of authenticated electronic transmission
       (including tested telex and authenticated SWIFT), and shall be addressed
       to:

       Precious Metals Operations
       HSBC Bank USA, National Association
       8 Canada Square
       London E14 5HQ
       Tested Telex: 889217 RNB
       SWIFT: BLIC GB2L

15.    GENERAL

15.1   NO ADVICE: Our duties and obligations under this agreement do not include
       providing you with investment advice. In asking us to open and maintain
       the Allocated Account, you do so in reliance of your own judgment and we
       shall not owe to you any duty to exercise any judgment on your behalf as
       to the merits or suitability of any deposits into, or withdrawals from,
       your Allocated Account.

15.2   RIGHTS AND REMEDIES: Our rights under this agreement are in addition to,
       and independent of, any other rights which we may have at any time in
       relation to the Bullion, except that we will not have any right to set
       off against any account we maintain or property that we hold for you
       under this agreement any claim or amount that we may have against you or
       that may be owing to us other than pursuant to this agreement, no matter
       how that claim or amount arose.

15.3   ASSIGNMENT: This agreement is for the benefit of and binding upon us both
       and our respective successors and assigns. This agreement may not be
       assigned by either party without the written consent of the other party;
       except that this clause shall not restrict our power to merge or
       consolidate with any party, or to dispose of all or part of our custody
       business.

15.4   AMENDMENTS: Any amendment to this agreement must be agreed in writing and
       be signed by us both. Unless otherwise agreed, an amendment will not
       affect any legal rights or obligations which may already have arisen.

15.5   PARTIAL INVALIDITY: If any of the clauses (or part of a clause) of this
       agreement becomes invalid or unenforceable in any way under the Rules or
       any law, the validity of the remaining clauses (or part of a clause) will
       not in any way be affected or impaired.

15.6   ENTIRE AGREEMENT: This document represents the entire agreement, and
       supersedes any previous agreements between us relating to the subject
       matter of this agreement.

15.7   JOINT AND SEVERAL LIABILITY: If there is more than one of you, your
       responsibilities under this agreement apply to each of you individually
       as well as jointly.

15.8   COUNTERPARTS: This agreement may be executed in any number of
       counterparts each of which when executed and delivered is an original,
       but all the counterparts together constitute the same agreement.



15.9   BUSINESS DAYS: If any obligation of either you or us falls due to be
       performed on a day which is not a Business Day in respect of the
       Allocated Account in question, then the relevant obligations shall be
       performed on the next succeeding Business Day applicable to such account.

15.10  PROCESSING OF ACCOUNT ENTRIES: Except for physical withdrawals as to
       which transfer of ownership is determined at the Point of Delivery,
       records of (i) all deposits to and withdrawals from the Allocated Account
       and all debits and credits to the Unallocated Account which, pursuant to
       instructions given in accordance with this agreement and the Unallocated
       Bullion Account Agreement, occur on a Business Day and (ii) all end of
       Business Day account balances in the Allocated Account and the
       Unallocated Account are prepared overnight as at the close of our
       business (usually 4:00 p.m. London time) on that Business Day. For
       avoidance of doubt, the foregoing sentence is illustrated by the
       following examples, which are not intended to create any separate
       obligations on our part:

              Reports of a transfer of Precious Metal from a Third Party
              Unallocated Account for credit to your Unallocated Account on a
              Business Day and a debit of Bullion from your Unallocated Account
              for credit to your Allocated Account on that Business Day pursuant
              to the standing instruction contained in the Unallocated Bullion
              Account Agreement and of the balances in your Allocated Account
              and your Unallocated Account for that Business Day shall be
              prepared overnight as at the close of our business on that
              Business Day.

              Reports of a transfer of Bullion which we debit from your
              Allocated Account for credit to your Unallocated Account on a
              Business Day and a transfer of Bullion which we debit from your
              Unallocated Account for credit to a Third Party Unallocated
              Account on that Business Day and of the balances in your Allocated
              Account and Unallocated Account for that Business Day shall be
              prepared overnight as at the close of our business on that
              Business Day.

       When you instruct us to debit Bullion from your Allocated Account for
       credit to your Unallocated Account and direct us to execute such
       instruction on the same Business Day as and in connection with one or
       more instructions that you give to us to debit Bullion from your
       Unallocated Account, we will use commercially reasonable efforts to
       execute the instructions in a manner that minimizes the time the Bullion
       to be debited from your Allocated Account stands to your credit in your
       Unallocated Account, save that we shall not be responsible for any delay
       caused by late, incorrect or garbled instructions or information from you
       or any third party.

15.11  MAINTENANCE OF THIS AGREEMENT. Concurrently with this agreement, we and
       you are entering into the Unallocated Bullion Account Agreement. That
       agreement shall remain in effect as long as this agreement remains in
       effect, and if that agreement is terminated, this agreement terminates
       with immediate effect.

15.12  PRIOR AGREEMENTS: The Agreement supersedes and replaces any prior
       existing agreement between you and us relating to the same subject
       matter.

15.13  COOPERATION. During the term of this agreement, we and you will cooperate
       with each other and make available to each other upon reasonable request
       any information or



       documents necessary to insure that each of our respective books and
       records are accurate and current.

16.    GOVERNING LAW AND JURISDICTION

16.1   GOVERNING LAW: This agreement is governed by, and will be construed in
       accordance with, English law.

16.2   JURISDICTION: We both agree the courts of the State of New York, in the
       United States of America, and the United States federal court located in
       the Borough of Manhattan in such state are to have jurisdiction to settle
       any disputes or claims which may arise out of or in connection with this
       agreement and, for these purposes we both irrevocably submit to the
       non-exclusive jurisdiction of such courts, waive any claim of forum non
       conveniens and any objections to the laying of venue, and further waive
       any personal service.

16.3   WAIVER OF IMMUNITY: To the extent that you may in any jurisdiction claim
       for yourself or your assets any immunity from suit, judgment, enforcement
       or otherwise howsoever, you agree not to claim and irrevocably waive any
       such immunity which you would otherwise be entitled to (whether on
       grounds of sovereignty or otherwise) to the full extent permitted by the
       laws of such jurisdiction.

16.4   SERVICE OF PROCESS: Process by which any proceedings are begun may be
       served by being delivered to the addresses specified below. This does not
       affect the right of either of us to serve process in another manner
       permitted by law.

       Our address for service of process:   Your address for service of process
       HSBC Bank USA, National Association,  The Bank of New York
       London Branch                         2 Hanson Place
       8 Canada Square                       Brooklyn, New York 11217
       London, E14 5HQ, United Kingdom       Attention: ADR Administration
       Attention: Precious Metals Department
                  Legal Department


EXECUTED by the parties as follows


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



Signed on behalf of
HSBC BANK USA, NATIONAL ASSOCIATION
by

Signature .......................................
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

Signature .......................................
Name      .......................................
Title     .......................................






                                                                       EXHIBIT B










                       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








              -----------------------------------------------------


                           STREETTRACKS(R) GOLD TRUST

                      UNALLOCATED BULLION ACCOUNT AGREEMENT


              -----------------------------------------------------






THIS AGREEMENT is made on                            , 2004
                          ---------------------------

BETWEEN

(1)      HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association
         organized under the laws of the United States of America, whose
         principal place of business in England is at 8 Canada Square, London
         E14 5HQ ("we" or "US"); and

(2)      THE BANK OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
         TRUSTEE (THE "TRUSTEE") OF STREETTRACKS(R) GOLD TRUST (THE
         "STREETTRACKS(R) GOLD TRUST") as established pursuant to the Trust
         Indenture (defined below) ("YOU").


INTRODUCTION

We have agreed to open and maintain for you an Unallocated Account and to
provide other services to you in connection with your Unallocated Account. This
agreement sets out the terms under which we will provide those services to you
and the arrangements which will apply in connection with those services and your
Unallocated Account.

IT IS AGREED AS FOLLOWS

1.       INTERPRETATION

1.1      DEFINITIONS:   In this agreement:

         "ACCOUNT BALANCE" means the balance from time to time standing to your
         credit in your Unallocated Account.

         "ALLOCATED ACCOUNT" means the account maintained by us in your name
         pursuant to the Allocated Bullion Account Agreement.

         "ALLOCATED BULLION ACCOUNT AGREEMENT" means that certain Allocated
         Bullion Account Agreement between you and us dated on or about the date
         of this Agreement.

         "AVAILABILITY DATE" means the Business Day on which you wish us to
         credit to your Unallocated Account either Bullion from your Allocated
         Account or Precious Metal from a Third Party Unallocated Account.

         "BULLION" means the Precious Metal standing to your credit in your
         Unallocated Account or held for you in your Allocated Account, as the
         case may be.

         "BUSINESS DAY" means a day other than (i) a day on which the New York
         Stock Exchange, Inc. is closed for regular trading or (ii), if the
         transaction involves the receipt or delivery of gold or confirmation
         thereof in the United Kingdom or in some other jurisdiction, (a) a day
         on which banking institutions in the United Kingdom or in such other
         jurisdiction, as the case may be, are authorized by law to close or a
         day on which the London gold market is closed or (b) a day on which
         banking institutions in the United Kingdom or in such other
         jurisdiction, as the case may be, are authorized to be open for


                                      -2-




         less than a full business day or the London gold market is open for
         trading for less than a full business day and transaction procedures
         required to be executed or completed before the close of the business
         day may not be so executed or completed.

         "LBMA" means The London Bullion Market Association or its successors.

         "PARTICIPANT" means a Participant as defined in the Trust Indenture.

         "PARTICIPANT AGREEMENT" means that certain Participant Agreement in
         effect from time to time among the Trustee and each Participant, as
         those terms are defined in the Trust Indenture.

         "PARTICIPANT UNALLOCATED ACCOUNT" means the Precious Metal account a
         Participant is required by the Participant Agreement to have maintained
         by us for such Participant on an Unallocated Basis.

         "PARTICIPANT UNALLOCATED BULLION ACCOUNT AGREEMENT" means that certain
         Participant Unallocated Bullion Account Agreement in effect from time
         to time between us and each Participant pursuant to which we maintain
         the Participant's Participant Unallocated Account.

         "POINT OF DELIVERY" means such date and time that the recipient or its
         agent acknowledges in written form its receipt of delivery of Precious
         Metal.

         "PRECIOUS METAL" means gold.

         "RULES" means the rules, regulations, practices and customs of the LBMA
         (including without limitation the rules of the LBMA as to good
         delivery), the Bank of England and such other regulatory authority or
         body as shall affect the activities contemplated by this agreement.

         "SPONSOR" means World Gold Trust Services, LLC.

         "THIRD PARTY UNALLOCATED ACCOUNT" means a Precious Metal account
         maintained by us on an Unallocated Basis in the name of a person other
         than you in your capacity as Trustee of the streetTRACKS(R) Gold Trust.

         "TRUST INDENTURE" means that certain Trust Indenture of streetTRACKS(R)
         Gold Trust dated as of [ ], 2004, between World Gold Trust Services,
         LLC, as Sponsor, and The Bank of New York, as Trustee, effective [ ],
         2004.

         "UNALLOCATED ACCOUNT" means the account maintained by us in your name
         on an Unallocated Basis pursuant to this agreement.

         "UNALLOCATED BASIS" means, with respect to a Precious Metal account
         maintained with us, that the person in whose name the account is held
         is entitled to delivery in accordance with the Rules of an amount of
         Precious Metal equal to the amount of Precious Metal



                                      -3-



         standing to the credit of the person's account but has no ownership
         interest in any Precious Metal that we own or hold.

         "VAT" means value added tax as provided for in the Value Added Tax Act
         1994 (as amended or re-enacted from time to time) and legislation
         supplemental thereto and any other tax (whether imposed in the United
         Kingdom in substitution thereof or in addition thereto or elsewhere) of
         a similar fiscal nature.

         "WITHDRAWAL DATE" means the Business Day on which you wish to debit
         Bullion from your Unallocated Account and credit such Bullion either to
         your Allocated Account or to a Third Party Unallocated Account.

1.2      HEADINGS: The headings in this agreement do not affect its
         interpretation.

1.3      SINGULAR AND PLURAL; OTHER USAGES:

         (a)     References to the singular include the plural and vice versa.

         (b)     "A or B" means "A or B or both."

         (c)     "Including" means "including but not limited to."

2.       UNALLOCATED ACCOUNT

2.1      OPENING UNALLOCATED ACCOUNT: We shall open and maintain the Unallocated
         Account for you in respect of Bullion.

2.2      TRANSFERS INTO AND OUT OF UNALLOCATED ACCOUNT: The Unallocated Account
         shall evidence and record the amount of Bullion standing to your credit
         therein and increases and decreases to that amount.

2.3      DENOMINATION OF UNALLOCATED ACCOUNT: The Unallocated Account shall be
         denominated in fine ounces of gold to three decimal places.

2.4      REPORTS: For each Business Day, by no later than the following Business
         Day, we will transmit to you by authenticated SWIFT message(s)
         information showing the increases and decreases to the Bullion standing
         to your credit in your Unallocated Account, and identifying separately
         each transaction and the Business Day on which it occurred. On each
         Business Day that is a Withdrawal Date, we will send you a notification
         as of 2:00 p.m. (London time) (i) as to each Participant, of the amount
         of Precious Metal transferred from the Participant's Participant
         Unallocated Account to your Unallocated Account, (ii) of the amount of
         Bullion transferred from your Unallocated Account to your Allocated
         Account and (iii) of the amount of any remaining Bullion in your
         Unallocated Account, and we will use commercially reasonable efforts to
         send the notification by approximately 2:00 p.m. (London time). In
         addition, we will provide you such information about the increases and
         decreases to the Bullion standing to your credit in your Unallocated
         Account on a same-day basis at such other times and in such other form
         as you and we shall agree. In the case of any difference between the
         information provided



                                      -4-



         by authenticated SWIFT message and the information we provide you
         pursuant to either of the two immediately preceding sentences, the
         SWIFT message will be controlling, and we shall not be liable for your
         or any third party's reliance on the information we provide to you by
         means other than SWIFT message. For each calendar month, we will
         provide you within a reasonable time after the end of the month a
         statement of account for your Unallocated Account.

2.5      REVERSAL OF ENTRIES: In order to maintain the accuracy of our books and
         records, but without limiting our responsibilities or liability under
         this agreement, we shall reverse or amend any entries to your
         Unallocated Account to correct errors that we discover or of which we
         are notified with, if we deem it necessary, effect back-valued to the
         date upon which the correct entry (or no entry) should have been made.
         Without limiting the foregoing, if Bullion delivered to your Allocated
         Account upon withdrawal from your Unallocated Account is determined to
         be of a fineness or weight different from the fineness or weight we
         have reported to you, (i) we shall debit your Allocated Account and
         credit your Unallocated Account with the requisite amount of Bullion if
         the determination reduces the total fine ounces of Bullion that should
         have been credited to your Allocated Account, and (ii) we shall credit
         your Allocated Account and debit your Unallocated Account with the
         requisite amount of Bullion if the determination increases the total
         fine ounces of Bullion that should have been credited to your Allocated
         Account.

2.5      ACCESS: Upon reasonable prior written notice, we will, during our
         normal business hours, allow your representatives, not more than twice
         during any calendar year, and your independent public accountants, in
         connection with their audit of the financial statements of the
         streetTRACKS(R) Gold Trust, to visit our premises and examine such
         records maintained by us in relation to your Unallocated Account as
         they may reasonably require. You shall bear all costs relating to such
         visits and exams, including any out of pocket or other costs we may
         incur in connection therewith. Our providing of any such visits or
         exams is conditioned on the relevant parties complying with all our
         security rules and procedures and undertaking to keep confidential all
         information they obtain in accordance with a form of confidentiality
         agreement we will provide. Any visits by your representatives pursuant
         to clause 2.6 of the Allocated Bullion Account Agreement shall be
         deemed to be a visit for purposes of this clause 2.6.

3.       TRANSFERS INTO THE UNALLOCATED ACCOUNT

3.1      PROCEDURE: We will credit to your Unallocated Account only the amount
         of Bullion we receive from your Allocated Account or the amount of
         Precious Metal we receive from a Third Party Unallocated Account for
         credit to your Unallocated Account. Unless we otherwise agree in
         writing, the only Precious Metal we will accept in physical form for
         credit to your Unallocated Account is Bullion you have transferred from
         your Allocated Account. By 9:00 a.m. (London time) on the day that is
         two Business Days prior to the Availability Date, you will notify us
         regarding each amount of Bullion or Precious Metal that you are
         expecting to be credited to your Unallocated Account from a Participant
         Unallocated Account, and the identity of the Participant Unallocated
         Account from which such credit will be made. If, on any Business Day, a
         Participant's instruction to us to transfer Bullion to your Unallocated
         Account is revoked pursuant to clause 5.5 of that





                                      -5-



         Participant's Participant Unallocated Bullion Account Agreement, we
         shall send you a notification by email identifying such Participant by
         the close of business in London on that day. We shall use commercially
         reasonable efforts to send you such notification by 5:00 p.m. (London
         time). When by reference to your notifications and instructions to us
         we reasonably believe an amount of Bullion has been credited to your
         Unallocated Account in error, we will notify you promptly and, pending
         our joint resolution of the error, will treat such amount as not being
         subject to the standing instruction in clause 4.5 below.

3.1      RIGHT TO REFUSE BULLION OR AMEND PROCEDURE: We may refuse to accept
         transfers of Bullion into your Unallocated Account, amend the procedure
         in relation to the transfer of Bullion into your Unallocated Account or
         impose such additional procedures in relation to the transfer of
         Bullion into your Unallocated Account as we may from time to time
         consider appropriate. Any such refusal will be promptly notified to
         you. We will notify you within a commercially reasonable time before we
         amend our procedures or impose additional ones in relation to the
         transfer of Bullion into your Unallocated Account, and in doing so we
         will consider your needs to communicate any such change to Participants
         and others.

4.       TRANSFERS FROM THE UNALLOCATED ACCOUNT

4.1      PROCEDURE: We will transfer Bullion from your Unallocated Account to
         such persons and at such times and on such terms as specified in your
         instructions to us and not otherwise. A transfer of Bullion from your
         Unallocated Account may only be made by:

         (a)    transfer of Bullion to a Third Party Unallocated Account; or

         (b)    transfer of Bullion to your Allocated Account, including
                pursuant to the standing instruction provided in clause 4.5;
                or

         (c)    subject to clause 4.4, by either (i) making the Bullion
                available for collection at our vault premises, or as we may
                direct or (ii), if separately agreed, delivering the Bullion
                to such location as we agree at your expense and risk.

         Any Bullion to be made available in physical form pursuant to clause
         4.1(b) or (c) will be in a form which complies with the Rules or in
         such other form as may be agreed between us, and in all cases will
         comprise one or more whole bars selected by us (or other form as
         agreed), the combined fine weight of which will not exceed the number
         of fine ounces of Bullion you have instructed us to debit.

4.2      INSTRUCTION REQUIREMENTS: You may at any time instruct us to transfer
         Bullion standing to the credit of your Unallocated Account. Any
         instruction relating to a transfer of Bullion other than pursuant to a
         standing instruction must:

         (a)    if it relates to a transfer pursuant to clause 4.1(a), be
                received by us no later than 3:00 p.m. (London time) on the
                Withdrawal Date or 3:30 p.m. (London time) on a Withdrawal
                Date occurring when London is and New York is not on daylight



                                      -6-



                savings time unless otherwise agreed and specify the details
                of the Third Party Unallocated Account(s) to which the Bullion
                is to be transferred;

         (b)    if it relates to a transfer pursuant to clause 4.1(b), be
                received by us no later than 9:00 a.m. (London time) on the
                day that is two Business Days prior to the Withdrawal Date
                unless otherwise agreed, and specify the details of your
                Allocated Account to which the Bullion is to be transferred;

         (c)    if it relates to a withdrawal pursuant to clause 4.1(c), be
                received by us no later than 9:00 a.m. (London time) on the
                day that is two Business Days prior to the Withdrawal Date
                unless otherwise agreed, and specify the name of the person or
                carrier that will collect the Bullion from us or the identity
                of the person to whom delivery is to be made, as the case may
                be; and

         (d)    in all cases, specify the number of fine ounces of Bullion to
                be debited to the Unallocated Account, the Withdrawal Date and
                any other information which we may from time to time require.

4.3      POWER TO AMEND PROCEDURE AND NOTICE OF AMENDMENTS TO AGREEMENTS: We may
         amend the procedure for the transfer of Bullion from your Unallocated
         Account or impose such additional procedures as we may from time to
         time consider appropriate. We will notify you within a commercially
         reasonable time before we amend our procedures or impose additional
         ones in relation to the transfer of Bullion from your Unallocated
         Account, and in doing so we will consider your needs to communicate any
         such change to Participants and others. We also will provide you a copy
         of any proposed amendment to the form of the Participant Unallocated
         Bullion Account Agreement no later than 15 Business Days before the
         amendment's scheduled effectiveness.

4.4      PHYSICAL WITHDRAWALS OF BULLION: Upon your instruction, we will debit
         Bullion from your Unallocated Account and make the Bullion available
         for collection by you or, if separately agreed, for delivery by us at
         your expense and risk. You and we agree nevertheless that you expect to
         withdraw Bullion physically from your Unallocated Account (rather than
         by crediting it to a Third Party Unallocated Account) only in
         exceptional circumstances, as for example when we are unable to
         transfer Precious Metal on an Unallocated Basis. In the case of all
         physical withdrawals of Bullion from your Unallocated Account, unless
         we agree to undertake delivery, you must collect, or arrange for the
         collection of, the Bullion being withdrawn from us, the Sub-Custodian
         or other party having physical possession thereof. We will advise you
         of the location from which the Bullion may be collected no later than
         one Business Day prior to the Withdrawal Date. When we have agreed
         separately to deliver Bullion in connection with a physical withdrawal,
         we shall make transportation and insurance arrangements on your behalf
         in accordance with our usual practice unless we have agreed in writing
         to other arrangements, with which we shall use commercially reasonable
         efforts to comply. Anything in this agreement to the contrary
         notwithstanding, and without limiting your right to withdraw Bullion,
         we shall not be obliged to effect any requested delivery if, in our
         reasonable opinion, this would cause us or our agents to be in breach
         of the Rules or other applicable law, court order or regulation, the
         costs incurred would be excessive or




                                      -7-



         delivery is impracticable for any reason. When pursuant to your
         instruction Bullion is physically withdrawn from your Unallocated
         Account, all right, title, risk and interest in and to the Bullion
         withdrawn shall pass at the Point of Delivery to the person to whom or
         to or for whose account such Bullion is transferred, delivered or
         collected.

4.5      STANDING INSTRUCTION: We will use commercially reasonable efforts to
         comply with the following instruction, which we acknowledge you are
         giving to us for execution as a standing instruction:

                 As early as we can but in any event by the close of
                 business (London time) on each Business Day, we will
                 transfer to your Allocated Account from the Bullion
                 standing to your credit in your Unallocated Account
                 an amount of Bullion such that the amount of Bullion
                 that remains standing to your credit in your
                 Unallocated Account after any transfers on that day
                 pursuant to clause 4.1 does not exceed 430 fine
                 ounces.

4.6      PHYSICAL WITHDRAWAL OF ENTIRE UNALLOCATED ACCOUNT BALANCE. If, when you
         notify us in connection with a physical withdrawal of Bullion from your
         Unallocated Account under clause 4.4 that you are withdrawing the
         entire balance in your Unallocated Account (or when a physical
         withdrawal under clause 4.4 would, in our determination, result in the
         entire balance in your Unallocated Account being withdrawn), the
         physical withdrawal instruction may not be effected by our selection of
         one or more whole bars of Bullion the combined fine weight of which
         does not exceed the balance of your Unallocated Account that you are
         withdrawing, then we will make available to you in accordance with
         clause 4.4 the number of whole bars that can be accommodated under your
         instruction, and will purchase for cash the remainder of the Bullion in
         your Unallocated Account based on the price of an ounce of gold as
         fixed by the five members of the London gold fix at or about 10:30 a.m.
         London time (the "London A.M. Fix") on the date you are withdrawing the
         Bullion physically, or if there is no London A.M. Fix for Gold for such
         date, then the London A.M. Fix for Gold for the next Business Day.

5.       INSTRUCTIONS

5.1      YOUR REPRESENTATIVES: We will act only on instructions given in
         accordance with this clause 5.1 and clause 11 and will not otherwise
         act on instructions given by any person claiming to have a beneficial
         interest in the streetTRACKS(R) Gold Trust. You shall notify us
         promptly in writing of the names of the people who are authorized to
         give instructions on your behalf. Until we receive written notice to
         the contrary, we are entitled to assume that any of those people have
         full and unrestricted power to give us instructions on your behalf. We
         are also entitled to rely on any instructions which are from, or which
         purport to emanate from, any person who appears to have such authority.

5.2      AMENDMENTS: Once given, instructions continue in full force and effect
         until they are cancelled, amended or superseded. We must receive an
         instruction canceling, amending or superseding a prior instruction
         before the time the prior instruction is acted upon. Any instructions
         shall have effect only after actual receipt by us.




                                      -8-



5.3      UNCLEAR OR AMBIGUOUS INSTRUCTIONS: If, in our opinion, any instructions
         are unclear or ambiguous, we will use reasonable endeavours (taking
         into account any relevant time constraints) to obtain clarification of
         those instructions but, failing that, we may in our absolute discretion
         and without any liability on our part, act upon what we believe in good
         faith such instructions to be or refuse to take any action or execute
         such instructions until any ambiguity or conflict has been resolved to
         our satisfaction.

5.4      REFUSAL TO EXECUTE: We reserve the right to refuse to execute
         instructions if in our opinion they are or may be contrary to the Rules
         or any applicable law.

6.       CONFIDENTIALITY

6.1      DISCLOSURE TO OTHERS: Subject to clause 6.2, we shall treat as
         confidential and will not, without your consent, disclose to any other
         person any transaction or other information we acquire about you or
         your business pursuant to this agreement. Subject to clause 6.2, you
         shall treat as confidential and will not, without our consent, disclose
         to any other person any information that we provide to you about us or
         our business pursuant to this agreement and that we tell you, at or
         before the time we provide it, we are providing to you on a
         confidential basis.

6.2      PERMITTED DISCLOSURES: Each party accepts that from time to time the
         other party may be required by law or the Rules, or requested by or
         required in connection with filings made with a government department
         or agency, fiscal body or regulatory or self-regulatory authority, to
         disclose information acquired under this agreement. In addition, the
         disclosure of such information may be required by a party's auditors,
         by its legal or other advisors or by a company which is in the same
         group of companies as a party (eg. a subsidiary or holding company of a
         party). Subject to the agreement of the party to which information is
         disclosed to maintain it in confidence in accordance with clause 6.1,
         each party irrevocably authorizes the other to make such disclosures
         without further reference to such party.

7.       REPRESENTATIONS

7.1      YOUR REPRESENTATIONS: You represent and warrant to us that:

         (a)    you have all necessary authority, powers, consents, licences and
                authorisations and have taken all necessary action to enable
                you lawfully to enter into and perform your duties and
                obligations under this agreement;

         (b)    the persons entering into this agreement on your behalf have
                been duly authorised to do so; and

         (c)    this agreement and the obligations created under it are
                binding upon you and enforceable against you in accordance
                with its terms (subject to applicable principles of equity)
                and do not and will not violate the terms of the Rules or any
                law, order, charge or agreement by which you are bound.

7.2      OUR REPRESENTATIONS: We represent and warrant to you that:



                                      -9-



         (a)    We have all necessary authority, powers, consents, licences and
                authorisations and have taken all necessary action to enable
                us lawfully to enter into and perform our duties and
                obligations under this agreement;

         (b)    the persons entering into this agreement on our behalf have
                been duly authorised to do so; and

         (c)    this agreement and the obligations created under it are
                binding upon us and enforceable against us in accordance with
                its terms (subject to applicable principles of equity) and do
                not and will not violate the terms of the Rules or any law,
                order, charge or agreement by which we are bound.

8.       EXPENSES

8.1      EXPENSES: You must pay us on demand all costs, charges and expenses
         (including any relevant taxes charged to us, duties and reasonable
         legal fees) incurred by us in connection with the performance of our
         duties and obligations under this agreement or otherwise in connection
         with any Unallocated Account (including, without limitation, delivery,
         collection and storage costs).

82.      CREDIT BALANCES: No interest or other amount will be paid by us on any
         credit balance on an Unallocated Account unless otherwise agreed
         between us.

8.3      DEBIT BALANCES: You are not entitled to overdraw an Unallocated Account
         except to the extent that we otherwise agree in writing. In the absence
         of such agreement, we shall not be obliged to carry out any instruction
         of yours which will cause any Unallocated Account to be overdrawn. If
         for any reason an Unallocated Account is overdrawn, you will be
         required to pay us interest in on the debit balance at the rate agreed
         between us or, if no such agreement exists, at such rate as we
         determine to be appropriate. The amount of the overdraft and any
         accrued interest will be repayable by you on our demand. Your
         obligation to pay interest to us will continue until the overdraft is
         repaid by you in full.

8.4      DEFAULT INTEREST: If you fail to pay us any amount when it is due, we
         reserve the right to charge you interest (both before and after any
         judgement) on any such unpaid amount calculated at a rate equal to 1%
         above the overnight London Interbank Offered Rate (LIBOR) for the
         currency in which the amount is due. Both overdraft and default
         interest will accrue on a daily basis and will be due and payable by
         you as a separate debt. In the event of any inconsistency between this
         agreement and an overdraft facility agreement between you and us, the
         terms of the overdraft facility shall govern.

9.1      SCOPE OF RESPONSIBILITY

9.1      EXCLUSION OF LIABILITY: We will use reasonable care in the performance
         of our duties under this agreement and will only be responsible for any
         loss or damage suffered by you as a direct result of any negligence,
         fraud or wilful default on our part in the performance of our duties,
         and in which case our liability will not exceed the aggregate of the
         Account Balance at the time such negligence, fraud or wilful default is
         discovered by us, provided that we notify you promptly after we
         discover such negligence, fraud or wilful default. If



                                      -10-



         we deliver from your Unallocated Account Bullion that is not of the
         fine weight we have represented to you, recovery by you, to the extent
         such recovery is otherwise allowed, shall not be barred by your delay
         in asserting a claim because of the failure to discover such loss or
         damage regardless of whether such loss or damage could or should have
         been discovered.

9.2      NO DUTY OR OBLIGATION: We are under no duty or obligation to make or
         take any special arrangements or precautions beyond those required by
         the Rules or as specifically set forth in this agreement.

9.3      FORCE MAJEURE: We shall not be liable to you for any delay in
         performance, or for the non-performance of any of our obligations under
         this agreement by reason of any cause beyond our reasonable control.
         This includes any act of God or war or terrorism, any breakdown,
         malfunction or failure of transmission in connection with or other
         unavailability of any wire, communication or computer facilities, any
         transport, port, or airport disruption, industrial action, acts and
         regulations and rules of any governmental or supra national bodies or
         authorities or regulatory or self-regulatory organisations or failure
         of any such body, authority, or organisation for any reason, to perform
         its obligations.

9.4      INDEMNITY: You shall solely out of the assets of the streetTRACKS(R)
         Gold Trust indemnify and keep us and each of our directors,
         shareholders, officers, employees, agents, affiliates (as such term is
         defined in Regulation S-X adopted by the United States Securities and
         Exchange Commission under the United States federal Securities Act of
         1933, as amended) and subsidiaries (us and each such person a
         "Custodian Indemnified Person" for purposes of this clause 9.4)
         indemnified (on an after tax basis) on demand against all costs and
         expenses, damages, liabilities and losses which we may suffer or incur,
         directly or indirectly in connection with this agreement except to the
         extent that such sums are due directly to our negligence, willful
         default or fraud.

9.5      THIRD PARTIES: You are our sole customer under this agreement and we do
         not owe any duty or obligation or have any liability towards any person
         who is not a party to this agreement. This agreement does not confer a
         benefit on any person who is not a party to it. The parties to this
         agreement do not intend that any term of this agreement shall be
         enforceable by any person who is not a party to it and do intend that
         the Contracts (Rights of Third Parties) 1999 Act shall not apply to
         this Agreement. Nothing in this paragraph is intended to limit the
         obligations hereunder of any successor Trustee of the streetTRACKS(R)
         Gold Trust or to limit the right of any successor Trustee of the
         streetTRACKS(R) Gold Trust to enforce our obligations hereunder.

9.6      OTHER ACTIVITIES: We and any of our affiliates may act as a Participant
         or own or hold Precious Metal or shares issued by the streetTRACKS(R)
         Gold Trust or both and may deal with them in any manner, including
         acting as underwriter for the shares, with the same rights and powers
         as if we were not a party to this agreement.




                                      -11-



10.      TERMINATION

10.1     NON-TERMINATION: This agreement may not be terminated for one year
         following the "Initial Date of Deposit," as that term is defined in the
         Trust Indenture, unless the streetTRACKS(R) Gold Trust is terminated
         during that period.

10.2     METHOD Subject to the requirement of clause 10.1, either party may
         terminate this agreement by giving not less than 90 Business Days'
         written notice to the other party. Any such notice given by you must
         specify:

         (a)    the date on which the termination will take effect;

         (b)    the person to whom each Account Balance which is a credit
                balance is to be transferred; and

         (c)    all other necessary arrangements for the transfer or
                repayment, as the case may be, of each Account Balance.

10.3     RESIGNATION OF TRUSTEE: In the event you resign or are discharged or
         removed as Trustee, this agreement will terminate 90 Business Days
         following your resignation, discharge or removal unless a successor
         trustee to the streetTRACKS(R) Gold Trust is appointed before the end
         of the 90 Business Day period or a full liquidation of the
         streetTRACKS(R) Gold Trust is started during the 90 Business Day period
         and you request us to continue the agreement in effect until the
         liquidation is completed.

10.4     REDELIVERY ARRANGEMENTS: Following any termination of this agreement,
         if you do not make arrangements acceptable to us for the transfer or
         repayment, as the case may be, of any Account Balance we may continue
         to maintain that Unallocated Account, in which case we will continue to
         charge any expenses payable under clause 8. If you have not made
         arrangements acceptable to us for the transfer or repayment of any
         Account Balance within 6 months of the date specified in the
         termination notice as the date on which the termination will take
         effect, we will be entitled to close each Unallocated Account and
         account to you for the proceeds after deducting any amounts due to us
         under this agreement.

10.5     EXISTING RIGHTS: Termination shall not affect rights and obligations
         then outstanding under this agreement which shall continue to be
         governed by this agreement until all obligations have been fully
         performed.

11.      NOTICES

11.1     FORM: Subject to clause 11.5, any notice, notification, instruction or
         other communication under or in connection with this agreement shall be
         given in writing. References to writing include electronic
         transmissions that are of the kind specified in clause 11.2.

11.2     METHOD OF TRANSMISSION: Any notice, notification, instruction or other
         communication required to be in writing may be delivered personally or
         sent by first class post, pre-paid




                                      -12-



         recorded delivery (or air mail if overseas), authenticated electronic
         transmission (including tested telex and authenticated SWIFT) or such
         other electronic transmission as the parties may from time to time
         agree to the party due to receive the notice or communication, at its
         address, number or destination set out in this agreement or another
         address, number or destination specified by that party by written
         notice to the other.

11.3     DEEMED RECEIPT ON NOTICE: A notice, notification, instruction or other
         communication under or in connection with this agreement will be deemed
         received only if actually received or delivered.

11.4     RECORDING OF CALLS: We may record telephone conversations without use
         of a warning tone. Such recordings will be our sole property and
         accepted by you as evidence of the orders or instructions given that
         are permitted to be given orally under this agreement.

11.5     INSTRUCTIONS RELATING TO BULLION:All notices, notifications,
         instructions and other communications relating to the movement of
         Bullion in relation to your Unallocated Account shall be by way of
         authenticated electronic transmission (including tested telex and
         authenticated SWIFT), and shall be addressed to:

         Precious Metals Operations
         HSBC Bank USA, National Association
         8 Canada Square
         London E14 5HQ
         Tested Telex: 889217 RNB
         SWIFT: BLIC GB2L

12.      GENERAL

12.1     NO ADVICE: Our duties and obligations under this agreement do not
         include providing you with investment advice. In asking us to open and
         maintain the Unallocated Account, you do so in reliance upon your own
         judgement and we shall not owe to you any duty to exercise any
         judgement on your behalf as to the merits or suitability of any
         transfer into, or withdrawals from, your Unallocated Account.

12.2     RIGHTS AND REMEDIES: Our rights under this agreement are in addition
         to, and independent of, any other rights which we may have at any time
         in relation to the Unallocated Accounts, except that we will not have
         any right to set off against any account we maintain or property that
         we hold for you under this agreement any claim or amount that we may
         have against you or that may be owing to us other than pursuant to this
         agreement, no matter how that claim or amount arose.

12.3     ASSIGNMENT: This agreement is for the benefit of and binding upon us
         both and our respective successors and assigns. This Agreement may not
         be assigned by either party without the written consent of the other
         party, except that this clause shall not restrict our power to merge or
         consolidate with any party, or to dispose of all or part of our custody
         business.

12.4     AMENDMENTS: Any amendment to this agreement must be agreed in writing
         and be signed



                                      -13-



         by us both. Unless otherwise agreed, an amendment will not affect any
         legal rights or obligations which may already have arisen.

12.5     PARTIAL INVALIDITY: If any of the clauses (or part of a clause) of this
         agreement becomes invalid or unenforceable in any way under the Rules
         or any law, the validity of the remaining clauses (or part of a clause)
         will not in any way be affected or impaired.

12.6     ENTIRE AGREEMENT: This document represents the entire agreement, and
         supersedes any previous agreements between us relating to the subject
         matter of this agreement.

12.7     JOINT AND SEVERAL LIABILITY: If there is more than one of you, your
         responsibilities under this agreement apply to each of you individually
         as well as jointly.

12.8     COUNTERPARTS: This agreement may be executed in any number of
         counterparts each of which when executed and delivered is an original,
         but all the counterparts together constitute the same agreement.

12.9     BUSINESS DAYS: If any obligation of either you or us falls due to be
         performed on a day which is not a Business Day in respect of the
         Unallocated Account in question, then the relevant obligations shall be
         performed on the next succeeding Business Day applicable to such
         account.

12.10    PROCESSING OF ACCOUNT ENTRIES: Except for physical withdrawals as to
         which transfer of ownership is determined at the Point of Delivery,
         records of (i) all deposits to and withdrawals from the Allocated
         Account and all debits and credits to the Unallocated Account which,
         pursuant to instructions given in accordance with this agreement and
         the Allocated Bullion Account Agreement, occur on a Business Day and
         (ii) all end of Business Day account balances in the Allocated Account
         and the Unallocated Account are prepared overnight as at the close of
         our business (usually 4:00 p.m. London time) on that Business Day. For
         avoidance of doubt, the foregoing sentence is illustrated by the
         following examples, which are not intended to create any separate
         obligations on our part:

                Reports of a transfer of Precious Metal from a Third Party
                Unallocated Account for credit to your Unallocated Account on a
                Business Day and a debit of Bullion from your Unallocated
                Account for credit to your Allocated Account on that Business
                Day pursuant to the standing instruction contained in the
                Unallocated Bullion Account Agreement and of the balances in
                your Allocated Account and your Unallocated Account for that
                Business Day shall be prepared overnight as at the close of our
                business on that Business Day.

                Reports of a transfer of Bullion which we debit from your
                Allocated Account for credit to your Unallocated Account on a
                Business Day and a transfer of Bullion which we debit from your
                Unallocated Account for credit to a Third Party Unallocated
                Account on that Business Day and of the balances in your
                Allocated Account and Unallocated Account for that Business Day
                shall be prepared overnight as at the close of our business on
                that Business Day.



                                      -14-



         When you instruct us to debit Bullion from your Allocated Account for
         credit to your Unallocated Account and direct us to execute such
         instruction on the same Business Day as and in connection with one or
         more instructions that you give to us to debit Bullion from your
         Unallocated Account, we will use commercially reasonable efforts to
         execute the instructions in a manner that minimizes the time the
         Bullion to be debited from your Allocated Account stands to your credit
         in your Unallocated Account, save that we shall not be responsible for
         any delay caused by late, incorrect or garbled instructions or
         information from you or any third party.

12.11    MAINTENANCE OF THIS AGREEMENT. Concurrently with this agreement, we and
         you are entering into the Allocated Bullion Account Agreement. That
         agreement shall remain in effect as long as this agreement remains in
         effect, and if that agreement is terminated, this agreement terminates
         with immediate effect.

12.12    PRIOR AGREEMENTS:The Agreement supersedes and replaces any prior
         existing agreement between you and us relating to the same subject
         matter.

12.13    COOPERATION: During the term of this agreement, we and you will
         cooperate with each other and make available to each other upon
         reasonable request any information or documents necessary to insure
         that each of our respective books and records are accurate and current.

13.      GOVERNING LAW AND JURISDICTION

13.1     GOVERNING LAW: This agreement is governed by, and will be construed in
         accordance with, English law.

13.2     JURISDICTION: We both agree the courts of the State of New York, in the
         United States of America, and the United States federal court located
         in the Borough of Manhattan in such state are to have jurisdiction to
         settle any disputes or claims which may arise out of or in connection
         with this agreement and, for these purposes we both irrevocably submit
         to the non-exclusive jurisdiction of such courts, waive any claim of
         forum non conveniens and any objections to the laying of venue, and
         further waive any personal service.

13.3     WAIVER OF IMMUNITY: To the extent that you may in any jurisdiction
         claim for yourself or your assets any immunity from suit, judgement,
         enforcement or otherwise howsoever, you agree not to claim and
         irrevocably waive any such immunity to which you would otherwise be
         entitled (whether on grounds of sovereignty or otherwise) to the full
         extent permitted by the laws of such jurisdiction.

13.4     SERVICE OF PROCESS: Process by which any proceedings are begun may be
         served by being delivered to the addresses specified below. This does
         not affect the right of either of us to serve process in another manner
         permitted by law.






                                      -15-






    Our address for service of process:             Your address for service of process
    HSBC Bank USA, National Association,            The Bank of New York
    London Branch                                   2 Hanson Place
    8 Canada Square                                 Brooklyn, New York 11217
    London, E14 5HQ, United Kingdom                 Attention:    ADR Administration
    Attention:   Precious Metals Department
                 Legal Department


EXECUTED by the parties as follows



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







Signed on behalf of
HSBC BANK USA, NATIONAL ASSOCIATION
by

Signature         ..............................
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

Signature         ..............................
Name              ..............................
Title             ..............................




                                                                       EXHIBIT C

                                     FORM OF
                           streetTRACKS(R) GOLD TRUST
                              PARTICIPANT AGREEMENT

     This streetTRACKS(R) Gold Trust Participant Agreement (the "Agreement"),
dated as of ________, is entered into by and between __________ (the "Authorized
Participant"), The Bank of New York, not in its individual capacity but solely
as trustee (the "Trustee") of the streetTRACKS(R) Gold Trust (the "Trust"), and
World Gold Trust Services, LLC, as sponsor (the "Sponsor") of the Trust.

                                     SUMMARY

     The Trustee serves as the trustee of the Trust pursuant to the Trust
Indenture dated as of __________ 2004 between the Sponsor and the Trustee (the
"Trust Indenture"). As provided in the Trust Indenture and described in the
Prospectus (defined below), units of fractional undivided beneficial interest in
and ownership of the Trust (the "Shares") may be created or redeemed by the
Trustee for an Authorized Participant in aggregations of one hundred thousand
(100,000) Shares (each aggregation, a "Basket"). Baskets are offered only
pursuant to the registration statement of the Trust on Form S-1, as amended
(Registration No.: 333-105202), as declared effective by the Securities and
Exchange Commission ("SEC") and as the same may be amended from time to time
thereafter (collectively, the "Registration Statement") together with the
prospectus of the Trust (the "Prospectus") included therein. Under the Trust
Indenture, the Trustee is authorized to issue Baskets to, and redeem Baskets
from, Authorized Participants, only through the facilities of the Depository
Trust Company ("DTC") or a successor depository, and only in exchange for an
amount of Gold that is transferred between the Authorized Participant and the
Trust through the Participant Unallocated Account (defined below) and the Trust
Unallocated Account. Under the Trust Indenture, when the Trustee issues Baskets
in exchange for Gold, the Gold transferred by an Authorized Participant to the
Participant Unallocated Account is transferred to the Trust Unallocated Account
and then transferred and allocated to the Trust Allocated Account by the
Custodian, and when the Trustee redeems Baskets tendered for redemption by an
Authorized Participant in exchange for Gold, the Gold held in the Trust
Allocated Account is to be deallocated and transferred to the Trust Unallocated
Account and then transferred from the Trust Unallocated Account to the
Participant Unallocated Account by the Custodian. The foregoing Gold transfers
are also governed by the Trust's Allocated Bullion Account Agreement and
Unallocated Bullion Account Agreement (together, the "Custody Agreements") and
the Participant Unallocated Bullion Account Agreement. This Agreement sets forth
the specific procedures by which an Authorized Participant may create or redeem
Baskets.

     Because the creation and issuance of Baskets through an Authorized
Participant may be viewed in connection with certain activities by the
Authorized Participant as a "distribution" of the Shares comprising the Baskets
under the Securities Act of 1933, as amended (the "1933 Act"), such Authorized
Participant (or its customers) may be deemed statutory underwriters


                                      -1-


subject to the prospectus-delivery and liability provisions of the 1933 Act.
Each Authorized Participant should review the "Plan of Distribution" portion of
the Prospectus and consult with its own counsel in connection with entering into
this Agreement and placing an Order (defined below).

     Capitalized terms used but not defined in this Agreement shall have the
meanings assigned to such terms in the Trust Indenture. To the extent there is a
conflict between any provision of this Agreement and the provisions of the Trust
Indenture, the provisions of the Trust Indenture shall control.

     To give effect to the foregoing premises and in consideration of the mutual
covenants and agreements set forth below, the parties hereto agree as follows:

     Section 1. Order Placement. To place orders for the Trustee to create or
redeem one or more Baskets, Authorized Participants must follow the procedures
for creation and redemption referred to in Section 3 of this Agreement and the
procedures described in Attachment A hereto (the "Procedures"), as each may be
amended, modified or supplemented from time to time.

     Section 2. Status of Authorized Participant. The Authorized Participant
represents and warrants and covenants the following:

     (a) The Authorized Participant is a participant of DTC (as such a
participant, a "DTC Participant"). If the Authorized Participant ceases to be a
DTC Participant, the Authorized Participant shall give immediate notice to the
Trustee of such event, and this Agreement shall terminate immediately as of the
date the Authorized Participant ceased to be a DTC Participant.

     (b) Unless Section 2(c) applies, the Authorized Participant either (i) is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended, and is a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD"), or (ii) is exempt from being, or
otherwise is not required to be, licensed as a broker-dealer or a member of the
NASD, and in either case is qualified to act as a broker or dealer in the states
or other jurisdictions where the nature of its business so requires. The
Authorized Participant will maintain any such registrations, qualifications and
membership in good standing and in full force and effect throughout the term of
this Agreement. The Authorized Participant will comply with all applicable
federal laws, the laws of the states or other jurisdictions concerned, and the
rules and regulations promulgated thereunder, and with the Constitution, By-Laws
and Conduct Rules of the NASD (if it is a NASD member), and will not offer or
sell Shares in any state or jurisdiction where they may not lawfully be offered
and/or sold.

     (c) If the Authorized Participant is offering or selling Shares in
jurisdictions outside the several states, territories and possessions of the
United States and is not otherwise required to be registered, qualified or a
member of the NASD as set forth in Section 2(b) above, the Authorized
Participant will (i) observe the applicable laws of the jurisdiction in which
such offer and/or sale is made, (ii) comply with the full disclosure
requirements of the 1933 Act, and the regulations promulgated thereunder, and
(iii) conduct its business in accordance with the spirit of the NASD Conduct
Rules.


                                      -2-


     (d) The Authorized Participant is in compliance with the money laundering
and related provisions of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT)
Act of 2001, and the regulations promulgated thereunder, if the Authorized
Participant is subject to the requirements of the USA PATRIOT ACT.

     (e) With respect to the transfers of Gold contemplated by this Agreement,
the Authorized Participant shall establish with the Participant's Custodian in
London or at such other location as the Sponsor and the Trustee agree an account
in relation to Gold which shall be maintained on an Unallocated Basis (the
"Participant Unallocated Account"), which shall be used only to effect
transactions between the Authorized Participant and the Trust and which shall be
in addition to any separate Gold account maintained for the Authorized
Participant on an Unallocated Basis by the Participant's Custodian. The
Participant Unallocated Account shall be established and maintained pursuant to
a Participant Unallocated Bullion Account Agreement with the Participant's
Custodian in the form attached to this Agreement as Attachment B, as the same
may be amended from time to time. In addition, if the Authorized Participant
does not already have a Gold account maintained for it on an Unallocated Basis
by the Participant's Custodian (separate from the Participant Unallocated
Account), the Authorized Participant must establish such an account, which shall
be established and maintained pursuant to such agreement as it and the
Participant's Custodian shall agree.

     (f) The Authorized Participant has the capability to send and receive
communications via authenticated telecommunication facility to and from the
Trustee, the Custodian and the Participant's Custodian. The Authorized
Participant shall confirm such capability to the satisfaction of the Trustee and
the Custodian by the end of the Business Day before placing its first order with
the Trustee (whether such order is to create or to redeem Baskets). If required
by the Trustee or the Custodian with respect to authorized telecommunications by
telephonic facsimile, the Authorized Participant shall enter into a separate
agreement with the Trustee or the Custodian, as the case may be, indemnifying
such party with respect to its communications by telephonic facsimile,
substantially in the forms attached as Attachment C, as the same may be amended
from time to time.

     Section 3. Orders. (a) All orders to create or redeem Baskets shall be made
in accordance with the terms of the Trust Indenture, the Custody Agreements,
this Agreement and the Procedures. Each party will comply with such foregoing
terms and procedures to the extent applicable to it. The Authorized Participant
hereby consents to the use of recorded telephone lines whether or not such use
is reflected in the Procedures. The Trustee and Sponsor may issue additional or
other procedures from time to time relating to the manner of creating or
redeeming Baskets which are not related to the Procedures, and the Authorized
Participant will comply with such procedures.

     (b) The Authorized Participant acknowledges and agrees on behalf of itself
and any party for which it is acting (whether such party is a customer or
otherwise) that each order to create a Basket (a "Purchase Order") and each
order to redeem a Basket (a "Redemption Order", and each Purchase Order and
Redemption Order, an "Order") may not be revoked by the Authorized Participant
upon its delivery to the Trustee. A form of Purchase Order is attached hereto as
Exhibit B and a form of Redemption Order is attached hereto as Exhibit C.


                                      -3-


     (c) The Trustee shall have the absolute right, but shall have no
obligation, to reject any Purchase Order or Creation Basket Deposit (i)
determined by the Trustee not to be in proper form; (ii) that the Sponsor has
determined and advised the Trustee would have adverse tax consequences to the
Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which
would, in the opinion of counsel to the Sponsor acceptable to the Trustee, be
unlawful; or (iv) if circumstances outside the control of the Trustee, the
Custodian or the Sponsor make it for all practical purposes not feasible to
process creations of Creation Baskets. Neither the Trustee nor the Sponsor shall
be liable to any person by reason of the rejection of any Purchase Order or
Creation Basket Deposit.

     (d) The Trustee shall reject any Redemption Order (i) determined by the
Trustee not to be in proper form or (ii) the fulfillment of which its counsel
advises may be illegal under applicable laws and regulations, and the Trustee
shall have no liability to any person for rejecting a Redemption Order in such
circumstances.

     (e) The Trustee may, in its discretion, and will when so directed by the
Sponsor, suspend the right of redemption, or postpone the applicable redemption
settlement date, (i) for any period during which the New York Stock Exchange is
closed other than for customary weekend or holiday closings, or trading is
suspended or restricted; (ii) for any period during which an emergency exists as
a result of which delivery, disposal or evaluation of the Gold is not reasonably
practicable; or (iii) for such other period as the Sponsor determines to be
necessary for the protection of the Beneficial Owners. Neither the Sponsor nor
the Trustee shall be liable to any person or in any way for any loss or damages
that may result from any such suspension or postponement.

     Section 4. Gold Transfers. (a) Any Gold to be transferred in connection
with any Order shall be transferred between the Participant Unallocated Account
and the Trust Unallocated Account and between the Trust Unallocated Account and
the Trust Allocated Account in accordance with the Procedures. The Authorized
Participant shall be responsible for all costs and expenses relating to or
connected with any transfer of Gold between its Participant Unallocated Account
and the Trust Unallocated Account.

     (b) Each of the Trust, the Sponsor and the Trustee will have no liability
for loss or damages suffered by an Authorized Participant in respect of the
Authorized Participant's Participant Unallocated Account. The liability of the
Custodian with respect to any such loss or damage will be governed by the terms
of the Participant Unallocated Bullion Account Agreement attached hereto as
Attachment B. The Authorized Participant acknowledges that it is an unsecured
creditor of the Custodian with respect to the Gold held in the Authorized
Participant's Participant Unallocated Account and that such Gold is at risk in
the event of the Custodian's insolvency.

     Section 5. Gold Standards. All Gold to be transferred between the Trust and
the Authorized Participant in connection with any Order shall meet the
applicable requirements of The Good Delivery Rules for Gold and Silver Bars (the
"Good Delivery Rules") promulgated by the London Bullion Market Association (the
"LBMA"), which include standards for fineness. As provided in the Authorized
Participant's Participant Unallocated Bullion Account Agreement and in the
Trust's Unallocated Bullion Account Agreement, amounts of Gold standing to the


                                      -4-


credit of an Authorized Participant's Participant Unallocated Account or the
Trust Unallocated Account, as the case may be, are held on an Unallocated Basis,
which, as provided by those agreements, means only that each of the Authorized
Participant or the Trust, as the case may be, is entitled to call on the
Participant's Custodian or the Custodian, as the case may be, to deliver in
accordance with the Good Delivery Rules an amount of Gold equal to the amount of
Gold standing to the credit of the Authorized Participant's or the Trust's
relevant unallocated bullion account, as the case may be, but neither the
Authorized Participant nor the Trust has any ownership interest in any Gold that
the Participant's Custodian or the Custodian, as the case may be, owns or holds.
The Sponsor and the Trustee may, from time to time, pursuant to the Trust
Indenture and as disclosed in the Prospectus, specify other gold bullion to be
held by the Trust and which therefore may be transferred between the Trust and
an Authorized Participant in connection with any Order, provided that such other
gold bullion meets the standard of fineness specified under the Good Delivery
Rules. A copy of the Good Delivery Rules may be obtained from the LBMA.

     Section 6. Fees. In connection with each Order by an Authorized Participant
to create or redeem one or more Baskets, the Trustee shall charge, and the
Authorized Participant shall pay to the Trustee, the Transaction Fee prescribed
in the Trust Indenture applicable to such creation or redemption. The initial
Transaction Fee shall be two thousand dollars ($2,000). The Transaction Fee may
be adjusted from time to time as set forth in the Prospectus. As described in
the Procedures, in the case of a Redemption Order that is held open until the
fourth Business Day following the Redemption Order Date, for each day (whether
or not a Business Day) the Redemption Order is held open, the Authorized
Participant will be charged by the Trustee the greater of $300 and $30 times the
number of Baskets covered by the Redemption Order.

     Section 7. Authorized Persons. Concurrently with the execution of this
Agreement and from time to time thereafter, the Authorized Participant shall
deliver to the Trustee notarized and duly certified as appropriate by its
secretary or other duly authorized official, a certificate in the form of
Exhibit A setting forth the names and signatures of all persons authorized to
give instructions relating to activity contemplated hereby or by any other
notice, request or instruction given on behalf of the Authorized Participant
(each, an "Authorized Person"). The Trustee may accept and rely upon such
certificate as conclusive evidence of the facts set forth therein and shall
consider such certificate to be in full force and effect until the Trustee
receives a superseding certificate bearing a subsequent date. Upon the
termination or revocation of authority of any Authorized Person by the
Authorized Participant, the Authorized Participant shall give immediate written
notice of such fact to the Trustee and such notice shall be effective upon
receipt by the Trustee. The Trustee shall issue to each Authorized Person a
unique personal identification number (the "PIN Number") by which such
Authorized Person shall be identified and by which instructions issued by the
Authorized Participant hereunder shall be authenticated. The PIN Number shall be
kept confidential by the Authorized Participant and shall only be provided to
the Authorized Person. If, after issuance, the Authorized Person's PIN Number is
changed, the new PIN Number shall become effective on a date mutually agreed
upon by the Authorized Participant and the Trustee.

     Section 8. Redemption. The Authorized Participant represents and warrants
that it will not obtain an Order Number (as described in the Procedures) from
the Trustee for the purpose of redeeming a Basket unless it first ascertains
that (i) it or its customer, as the case may be, owns

                                      -5-


outright or has full legal authority and legal and beneficial right to tender
for redemption the Baskets to be redeemed and to receive the entire proceeds of
the redemption, and (ii) such Baskets have not been loaned or pledged to another
party and are not the subject of a repurchase agreement, securities lending
agreement or any other arrangement which would preclude the delivery of such
Baskets to the Trustee the third Business Day following the Redemption Order
Date.

     Section 9. Role of Authorized Participant. (a) The Authorized Participant
acknowledges that, for all purposes of this Agreement and the Trust Indenture,
the Authorized Participant is and shall be deemed to be an independent
contractor and has and shall have no authority to act as agent for the Trust,
the Sponsor, the Trustee, the Custodian, or the Participant's Custodian in any
matter or in any respect.

     (b) The Authorized Participant will make itself and its employees
available, upon request, during normal business hours to consult with the
Trustee, the Custodian, the Participant's Custodian or their designees
concerning the performance of the Authorized Participant's responsibilities
under this Agreement.

     (c) With respect to any creation or redemption transaction made by the
Authorized Participant pursuant to this Agreement for the benefit of any
customer or any other DTC Participant or Indirect Participant, or any other
Beneficial Owner, the Authorized Participant shall extend to any such party all
of the rights, and shall be bound by all of the obligations, of a DTC
Participant in addition to any obligations that it undertakes hereunder or in
accordance with the Trust Indenture.

     (d) The Authorized Participant will maintain records of all sales of Shares
made by or through it and will furnish copies of such records to the Sponsor
upon the request of the Sponsor.

     Section 10. Indemnification.

     (a) The Authorized Participant hereby indemnifies and holds harmless the
Trustee, the Custodian, the Participant's Custodian, the Trust, the Sponsor,
their respective direct or indirect affiliates (as defined below) and their
respective directors, officers, employees and agents (each, an "AP Indemnified
Party") from and against any loss, liability, damages, costs and expenses
(including attorney's fees) incurred by such AP Indemnified Party as a result of
or in connection with: (i) any breach by the Authorized Participant of any
provisions of this Agreement, including its representations, warranties and
covenants; (ii) any failure on the part of the Authorized Participant to perform
any of its obligations set forth in this Agreement; (iii) any failure by the
Authorized Participant to comply with applicable laws and the rules and
regulations of self-regulatory organizations; (iv) any actions of such AP
Indemnified Party in reliance upon any instructions issued in accordance with
the Procedures believed by the AP Indemnified Party to be genuine and to have
been given by the Authorized Participant; or (v) (A) any representation by the
Authorized Participant, its employees or its agents or other representatives
about the Shares, any AP Indemnified Party or the Trust that is not consistent
with the Trust's then-current Prospectus made in connection with the offer or
the solicitation of an offer to buy or sell Shares and (B) any untrue statement
or alleged untrue statement of a material fact contained in any research
reports, marketing material and sales literature described


                                      -6-


in Section 14(b) or any alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading to the extent that such statement or omission relates to the Shares,
any AP Indemnified Party or the Trust, unless, in either case, such
representation, statement or omission was made or included by the Authorized
Participant at the written direction of the Sponsor.

     (b) The Sponsor hereby agrees to indemnify and hold harmless the Authorized
Participant, its respective subsidiaries, affiliates, directors, officers,
employees and agents, and each person, if any, who controls such persons within
the meaning of Section 15 of the 1933 Act (each, a "Sponsor Indemnified Party")
from and against any loss, liability, damages, cost and expense (including
attorneys' fees) incurred by such Sponsor Indemnified Party as a result of (i)
any breach by the Sponsor of any provision of this Agreement that relates to the
Sponsor; (ii) any failure on the part of the Sponsor to perform any obligation
of the Sponsor set forth in this Agreement; (iii) any failure by the Sponsor to
comply with applicable laws; or (iv) any untrue statement or alleged untrue
statement of a material fact contained in the registration statement of the
Trust as originally filed with the SEC or in any amendment thereof, or in any
prospectus, or in any amendment thereof or supplement thereto, or arising out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except those statements in the Registration Statement or the
Prospectus based on information furnished in writing by or on behalf of the
Authorized Participant expressly for use in the Registration Statement or the
Prospectus.

     (c) This Section 10 shall not apply to the extent any such loss, liability,
damages, costs and expenses are incurred as a result or in connection with any
gross negligence, bad faith or willful misconduct on the part of the AP
Indemnified Party or the Sponsor Indemnified Party, as the case may be. The term
"affiliate" in this Section 10 shall include, with respect to any person, entity
or organization, any other person, entity or organization which directly, or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with such person, entity or organization.

     Section 11. (a) Limitation of Liability. None of the Sponsor, the Trustee,
the Authorized Participant, the Participant's Custodian and the Custodian shall
be liable to each other or to any other person, including any party claiming by,
through or on behalf of the Authorized Participant, for any loss, liability,
damages, costs or expenses arising out of any mistake or error in data or other
information provided to any of them by each other or any other person or out of
any interruption or delay in the electronic means of communications used by
them.

     (b) Tax Liability. The Authorized Participant shall be responsible for the
payment of any transfer tax, sales or use tax, stamp tax, recording tax, value
added tax and any other similar tax or government charge applicable to the
creation or redemption of any Basket made pursuant to this Agreement, regardless
of whether or not such tax or charge is imposed directly on the Authorized
Participant. To the extent the Trustee, the Sponsor or the Trust is required by
law to pay any such tax or charge, the Authorized Participant agrees to promptly
indemnify such party for any such payment, together with any applicable
penalties, additions to tax or interest thereon.


                                      -7-



     Section 12. Acknowledgment. The Authorized Participant acknowledges receipt
of a (i) copy of the Trust Indenture and (ii) the current Prospectus of the
Trust and represents that it has reviewed and understands such documents.

     Section 13. Effectiveness and Termination. Upon the execution of this
Agreement by the parties hereto, this Agreement shall become effective in this
form as of the date first set forth above, and may be terminated at any time by
any party upon thirty (30) days prior written notice to the other parties unless
earlier terminated: (i) in accordance with Section 2(a); (ii) upon notice to the
Authorized Participant by the Trustee in the event of a breach by the Authorized
Participant of this Agreement or the procedures described or incorporated
herein; (iii) immediately in the circumstances described in Section 19(j); or
(iv) at such time as the Trust is terminated pursuant to the Trust Agreement.

     Section 14. Marketing Materials; Representations Regarding Shares.

     (a) The Authorized Participant represents, warrants and covenants that (i),
without the written consent of the Sponsor, the Authorized Participant will not
make, or permit any of its representatives to make, any representations
concerning the Shares or any AP Indemnified Party other than representations
contained (A) in the then-current Prospectus of the Trust, (B) in printed
information approved by the Sponsor as information supplemental to such
Prospectus or (C) in any promotional materials or sales literature furnished to
the Authorized Participant by the Sponsor, and (ii) the Authorized Participant
will not furnish or cause to be furnished to any person or display or publish
any information or material relating to the Shares, any AP Indemnified Person or
the Trust that are not consistent with the Trust's then current Prospectus.
Copies of the then current Prospectus of the Trust and any such printed
supplemental information will be supplied by the Sponsor to the Authorized
Participant in reasonable quantities upon request.

     (b) Notwithstanding the foregoing, the Authorized Participant may without
the written approval of the Sponsor prepare and circulate in the regular course
of its business research reports, marketing material and sales literature that
includes information, opinions or recommendations relating to the Shares (i) for
public dissemination, provided that such research reports, marketing material or
sales literature compare the relative merits and benefits of Shares with other
products; and (ii) for internal use by the Authorized Participant. The
Authorized Participant will file all such research reports, marketing material
and sales literature related to the Shares with the NASD to the extent required
by the NASD Conduct Rules.

     (c) The Authorized Participant and its affiliates may prepare and circulate
in the regular course of their businesses, without having to refer to the Shares
or the Trust's then-current Prospectus, data and information relating to the
price of gold.

     (d) The Authorized Participant hereby agrees that for the term of this
Agreement the Sponsor may deliver the then-current Prospectus, and any
supplements or amendments thereto or recirculation thereof, to the Authorized
Participant in Portable Document Format ("PDF") via electronic mail in lieu of
delivering the Prospectus in paper form. The Authorized Participant may revoke
the foregoing agreement at any time by delivering written notice to the Sponsor
and, whether or not such agreement is in effect, the Authorized Participant may,
at any time, request

                                      -8-


reasonable quantities of the Prospectus, and any supplements or amendments
thereto or recirculation thereof, in paper form from the Sponsor. The Authorized
Participant acknowledges that it has the capability to access, view, save and
print material provided to it in PDF and that it will incur no appreciable extra
costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor
will when requested by the Authorized Participant make available at no cost the
software and technical assistance necessary to allow the Authorized Participant
to access, view and print the PDF version of the Prospectus.

     Section 15. Title To Gold. The Authorized Participant represents and
warrants on behalf of itself and any party for which it acts that upon delivery
of a Creation Basket Deposit to the Trustee in accordance with the terms of the
Trust Indenture and this Agreement, the Trust will acquire good and unencumbered
title to the Gold which is the subject of such Creation Basket Deposit, free and
clear of all pledges, security interests, liens, charges, taxes, assessments,
encumbrances, equities, claims, options or limitations of any kind or nature,
fixed or contingent, and not subject to any adverse claims, including any
restriction upon the sale or transfer of all or any part of such Gold which is
imposed by any agreement or arrangement entered into by the Authorized
Participant or any party for which it is acting in connection with a Purchase
Order.

     Section 16. Third Party Beneficiaries. Each AP Indemnified Party, to the
extent it is not a party to this Agreement, is a third-party beneficiary of this
Agreement (each, a "Third Party Beneficiary") and may proceed directly against
the Authorized Participant (including by bringing proceedings against the
Authorized Participant in its own name) to enforce any obligation of the
Authorized Participant under this Agreement which directly or indirectly
benefits such Third Party Beneficiary.

     Section 17. Force Majeure. No party to this Agreement shall incur any
liability for any delay in performance, or for the non-performance, of any of
its obligations under this Agreement by reason of any cause beyond its
reasonable control. This includes any act of God or war or terrorism, any
breakdown, malfunction or failure of transmission in connection with or other
unavailability of any wire, communication or computer facilities, any transport,
port, or airport disruption, industrial action, acts and regulations and rules
of any governmental or supra national bodies or authorities or regulatory or
self-regulatory organization or failure of any such body, authority or
organization for any reason, to perform its obligations.

     Section 18. Ambiguous Instructions. If a Purchase Order Form or a
Redemption Order Form otherwise in good form contains order terms that differ
from the information provided in the telephone call at the time of issuance of
the applicable order number, the Trustee will attempt to contact one of the
Authorized Persons of the Authorized Participant to request confirmation of the
terms of the Order. If an Authorized Person confirms the terms as they appear in
the Order, then the Order will be accepted and processed. If an Authorized
Person contradicts the Order terms, the Order will be deemed invalid, and a
corrected Order must be received by the Trustee, as the case may be, not later
than the earlier of: (i) within 15 minutes of such contact with the Authorized
Person; or (ii) 45 minutes after the Order Cut-Off Time (as described in the
Procedures). If the Trustee is not able to contact an Authorized Person, then
the Order shall be accepted and processed in accordance with its terms
notwithstanding any inconsistency from the terms of the telephone information.
In the event that an Order contains terms that are illegible, the Order will be
deemed invalid and the Trustee will attempt to contact one of the Authorized


                                      -9-


Persons of the Authorized Participant to request retransmission of the Order. A
corrected Order must be received by the Trustee not later than the earlier of
(i) within 15 minutes of such contact with the Authorized Person or (ii) 45
minutes after the Order Cut-Off Time, as the case may be.

     Section 19. Miscellaneous.

     (a) Amendment and Modification. This Agreement, the Procedures attached as
Attachment A and the Exhibits hereto may be amended, modified or supplemented by
the Trustee and the Sponsor, without consent of any Beneficial Owner or
Authorized Participant from time to time by the following procedure. After the
amendment, modification or supplement has been agreed to, the Trustee will mail
a copy of the proposed amendment, modification or supplement to the Authorized
Participant. For the purposes of this Agreement, mail will be deemed received by
the recipient thereof on the third (3rd) day following the deposit of such mail
into the United States postal system. Within ten (10) calendar days after its
deemed receipt, the amendment, modification or supplement will become part of
this Agreement, the Attachments or the Exhibits, as the case may be, in
accordance with its terms.

     Notwithstanding the foregoing, any amendment, modification or supplement to
any creation or redemption procedural item in the Procedures which is also set
forth in either of the Custody Agreements or in the Participant Unallocated
Bullion Account Agreement attached as Attachment B shall be made in accordance
with the terms of such agreements. After the amendment, modification or
supplement has been agreed to, the Trustee will mail a copy of the amendment,
modification or supplement to the Authorized Participant.

     The form of agreements of the Custodian and the Trustee concerning their
respective indemnification by the Authorized Participant for communications by
telephone facsimile attached as Attachment C may be amended from time to time by
the Custodian and the Trustee, as the case may be.

     (b) Waiver of Compliance. Any failure of any of the parties to comply with
any obligation, covenant, agreement or condition herein may be waived by the
party entitled to the benefits thereof only by a written instrument signed by
the party granting such waiver, but any such written waiver, or the failure to
insist upon strict compliance with any obligation, covenant, agreement or
condition herein, shall not operate as a waiver of, or estoppel with respect to,
any subsequent or other failure.

     (c) Notices. Except as otherwise specifically provided in this Agreement,
all notices required or permitted to be given pursuant to this Agreement shall
be given in writing and delivered by personal delivery, by postage prepaid
registered or certified United States first class mail, return receipt
requested, by nationally recognized overnight courier (delivery confirmation
received) or by telex, telegram or telephonic facsimile or similar means of same
day delivery (transmission confirmation received), with a confirming copy
regular mail, postage prepaid. For avoidance of doubt, notices may not be given
or transmitted by electronic mail. Unless otherwise notified in writing, all
notices to the Trust shall be given or sent to the Trustee. All notices shall be
directed to the address or telephone or facsimile numbers indicated below the
signature line of the parties on the signature page hereof.


                                      -10-


     (d) Successors and Assigns. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns.

     (e) Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any party without the prior written
consent of the other parties, except that any entity into which a party hereto
may be merged or converted or with which it may be consolidated or any entity
resulting from any merger, conversion, or consolidation to which such party
hereunder shall be a party, or any entity succeeding to all or substantially all
of the business of the party, shall be the successor of the party under this
Agreement without the execution or filing of any paper, instrument or further
act to be done on the part of the parties hereto, anything in this Agreement, or
in any agreement relating to such merger, consolidation, conversion or
succession, by which any such party may seek to retain certain powers, rights,
and privileges theretofore obtaining for any period of time following such
merger, consolidation, conversion or succession, to the contrary
notwithstanding. The party resulting from any such merger, conversion,
consolidation or succession shall notify the other parties hereto of the change.
Any purported assignment in violation of the provisions hereof shall be null and
void. Notwithstanding the foregoing, this Agreement shall be automatically
assigned to any successor Trustee or Sponsor at such time such successor
qualifies as a successor Trustee or Sponsor under the terms of the Trust
Indenture.

     (f) Governing Law; Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
(regardless of the laws that might otherwise govern under applicable New York
conflict of laws principles) as to all matters, including matters of validity,
construction, effect, performance and remedies. Each party hereto irrevocably
consents to the 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
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.

     (g) Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement, and it shall not be necessary in making proof of
this Agreement as to any party hereto to produce or account for more than one
such counterpart executed and delivered by such party.

     (h) Interpretation. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or interpretation of
this Agreement.

     (i) Entire Agreement. This Agreement and the Trust Indenture, along with
any other agreement or instrument delivered pursuant to this Agreement and the
Trust Indenture, supersede all prior agreements and understandings between the
parties with respect to the subject matter


                                      -11-


hereof, provided, however, that the Authorized Participant shall not be deemed
by this provision to be a party to the Trust Indenture.

     (j) Severance. If any provision of this Agreement is held by any court or
any act, regulation, rule or decision of any other governmental or supra
national body or authority or regulatory or self-regulatory organization to be
invalid, illegal or unenforceable for any reason, it shall be invalid, illegal
or unenforceable only to the extent so held and shall not affect the validity,
legality or enforceability of the other provisions of this Agreement and this
Agreement will be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein, unless the Sponsor determines in its
discretion, after consulting with the Trustee, that the provision of this
Agreement that was held invalid, illegal or unenforceable does affect the
validity, legality or enforceability of one or more other provisions of this
Agreement, and that this Agreement should not be continued without the provision
that was held invalid, illegal or unenforceable, and in that case, upon the
Sponsor's notification of the Trustee of such a determination, this Agreement
shall immediately terminate and the Trustee will so notify the Authorized
Participant immediately.

     (k) No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rule of strict construction will be applied against any party.

     (l) Survival. Sections 10 (Indemnification) and 16 (Third Party
Beneficiaries) hereof shall survive the termination of this Agreement.

     (m) Other Usages. The following usages shall apply in interpreting this
Agreement: (i) references to a governmental or quasigovernmental agency,
authority or instrumentality shall also refer to a regulatory body that succeeds
to the functions of such agency, authority or instrumentality; and (ii)
"including" means "including, but not limited to."



                            [Signature Page Follows]


                                      -12-


     IN WITNESS WHEREOF, the Authorized Participant, the Sponsor and the
Trustee, on behalf of the Trust, have caused this Agreement to be executed by
their duly authorized representatives as of the date first set forth above.


The Bank of New York, not in its individual
capacity, but solely as Trustee of the
streetTRACKS(R) Gold Trust               [Name of Authorized Participant]

By:                                      By:
          ----------------------------              ---------------------------
Name:                                    Name:
          ----------------------------              ---------------------------
Title:                                   Title:
          ----------------------------              ---------------------------
Address:                                 Address:
          ----------------------------              ---------------------------

          ----------------------------              ---------------------------

          ----------------------------              ---------------------------
Telephone:                               Telephone:
          ----------------------------              ---------------------------
Facsimile:                               Facsimile:
          ----------------------------              ---------------------------


World Gold Trust Services, LLC
Sponsor of the streetTRACKS(R) Gold Trust

By:
            --------------------------
Name:
            --------------------------
Title:
            --------------------------
Address: 444 Madison Avenue, 3rd Floor
         New York, New York  10022
Telephone: (212) 317-3800
Facsimile: (212) 688-0410


                  -13-


                                    EXHIBIT A

                           streetTRACKS(R) GOLD TRUST

         FORM OF CERTIFIED AUTHORIZED PERSONS OF AUTHORIZED PARTICIPANT


     The following are the names, titles and signatures of all persons (each an
"Authorized Person") authorized to give instructions relating to any activity
contemplated by the Participant Agreement or any other notice, request or
instruction on behalf of the Authorized Participant pursuant to the
streetTRACKS(R) Gold Trust Participant Agreement.

Authorized Participant:
                        --------------------------------------------
Name:                                    Name:
     ----------------------------------       ----------------------------------

Title:                                   Title:
      ---------------------------------        ---------------------------------

Signature:                               Signature:
          -----------------------------            -----------------------------
Name:                                    Name:
     ----------------------------------       ----------------------------------

Title:                                   Title:
      ---------------------------------        ---------------------------------

Signature:                               Signature:
          -----------------------------            -----------------------------

     The undersigned, [name], [title] of [company], does hereby certify that the
persons listed above have been duly elected to the offices set forth beneath
their names, that they presently hold such offices, that they have been duly
authorized to act as Authorized Persons pursuant to the streetTRACKS(R) Gold
Trust Participant Agreement by and between [Authorized Participant] and the
Trustee and the Sponsor of the streetTRACKS(R) Gold Trust, dated [date], and
that their signatures set forth above are their own true and genuine signatures.

     In Witness Whereof, the undersigned has hereby set his/her hand and the
seal of [company] on the date set forth below.

Subscribed and sworn to before me      By:
this ___ day of ____________, 20___          -----------------------------------
                                       Name:
                                       Title:

                                       Date:
- ------------------------------------         -----------------------------------
Notary Public


                                      A-1


                                    EXHIBIT B

                           streetTRACKS(R) GOLD TRUST

                             FORM OF PURCHASE ORDER

Authorized Participant:
                        --------------------------------------
Date:
     ----------------------------------
Submission
Number:
        -------------------------------
PIN Number:
           ----------------------------


Number of Fine Gold Ounces to be Delivered:
                                           ----------------------------

Number of Shares to be Issued:
                              -----------------------------------------

[Additional Information Required for Purchase Order]


All Purchase Orders are subject to the terms and conditions of the Trust
Indenture of the streetTRACKS(R) Gold Trust as currently in effect and the
streetTRACKS(R) Gold Trust Participant Agreement between the Authorized
Participant, and the Trustee and the Sponsor named therein. All representations
and warranties of the Authorized Participant set forth in such streetTRACKS(R)
Gold Trust Participant Agreement are incorporated herein by reference.

The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Person under the streetTRACKS(R) Gold Trust Participant
Agreement and that he/she is authorized to deliver this Purchase Order Form to
the Trustee on behalf of the Authorized Participant.


Date:                                  By:
      --------------------------------     ------------------------------------
                                       Name:
                                       Title:


                                      B-1


                                    EXHIBIT C

                           streetTRACKS(R) GOLD TRUST

                            FORM OF REDEMPTION ORDER


Authorized Participant:
                        ----------------------------------------
Date:
     ----------------------------------
Submission
Number:
        -------------------------------
PIN Number:
            ---------------------------



Number of Shares to be Redeemed:
                                ------------------------------------------------

Number of Fine Gold Ounces to be Returned:
                                          --------------------------------------

[Additional Information Required for Redemption Order]



All Redemption Orders are subject to the terms and conditions of the Trust
Indenture of the streetTRACKS(R) Gold Trust as currently in effect and the
streetTRACKS(R) Gold Trust Participant Agreement between the Authorized
Participant and the Trustee and the Sponsor named therein. All representations
and warranties of the Authorized Participant set forth in such streetTRACKS(R)
Gold Trust Participant Agreement are incorporated herein by reference.

The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Person under the streetTRACKS(R) Gold Trust Participant
Agreement and that he/she is authorized to deliver this Redemption Order Form to
the Trustee on behalf of the Authorized Participant.


Date:                                  By:
      --------------------------------     -------------------------------------
                                           Name:
                                           Title:


                                      C-1


                                     FORM OF
                           streetTRACKS(R) GOLD TRUST
                              PARTICIPANT AGREEMENT

                                  ATTACHMENT A

                      streetTRACKS(R) GOLD TRUST PROCEDURES
                      -------------------------------------

CREATION AND REDEMPTION OF streetTRACKS(R) GOLD SHARES AND RELATED
GOLD TRANSACTIONS


Scope of Procedures and Overview
- --------------------------------

These procedures (the "Procedures") describe the processes by which one or more
Baskets of streetTRACKS(R) Gold Trust shares (the "Shares") issuable by The Bank
of New York, as trustee (the "Trustee") of the streetTRACKS(R) Gold Trust (the
"Trust"), may be purchased or, once Shares have been issued, redeemed by an
Authorized Participant (a "Participant"). Shares may be created or redeemed only
in blocks of 100,000 Shares (each such block, a "Basket"). Because the issuance
and redemption of Baskets also involve the transfer of Gold between the
Participant and the Trust, certain processes relating to the underlying Gold
transfers also are described.

Under these Procedures, Baskets may be issued only with respect to Gold
transferred to and held in the Trust's allocated and unallocated Gold accounts
maintained in London, England by HSBC Bank USA, National Association, London
Branch, as custodian (the "Custodian"). Capitalized terms used in these
Procedures without further definition have the meanings assigned to them in the
Trust Indenture (the "Indenture"), dated as of __ 2003, between the Trustee and
World Gold Trust Services, LLC (the "Sponsor") or the Participant Agreement
entered into by each Participant with the Sponsor and the Trustee.

For purposes of these Procedures, a "Business Day" is defined as any day other
than (i) a day on which the New York Stock Exchange ("NYSE") is closed for
regular trading or (ii), if the transaction involves the receipt or delivery of
Gold or confirmation thereof in the United Kingdom or in some other
jurisdiction, (a) a day on which banking institutions in the United Kingdom or
in such other jurisdiction, as the case may be, are authorized by law to close
or a day on which the London gold market is closed or (b) a day on which banking
institutions in the United Kingdom or in such other jurisdiction, as the case
may be, are authorized to be open for less than a full business day or the
London gold market is open for trading for less than a full business day and
transaction procedures required to be executed or completed before the close of
the business day may not be so executed or completed.

Baskets are issued pursuant to the Prospectus, which will be delivered by the
Sponsor to each Participant prior to its execution of the Participant Agreement,
and are issued and redeemed in accordance with the Indenture and the Participant
Agreement. Baskets may be issued and redeemed on any Business Day by the Trustee
in exchange for Gold, which the Trustee receives from Participants or transfers
to Participants, in each case on behalf of the Trust. Participants will be
required to pay a nonrefundable per order transaction fee of $2,000 to the
Trustee (the "Transaction Fee").



Participants and the Trust transfer Gold between each other using the
unallocated bullion account system of the London bullion market. Transfers of
Gold to and from the Trust are effected pursuant to (i) the streetTRACKS(R) Gold
Trust Allocated Bullion Account Agreement (the "Trust Allocated Agreement")
between the Trustee and the Custodian establishing the Trust's allocated account
(the "Trust Allocated Account") and the streetTRACKS(R) Gold Trust Unallocated
Bullion Account Agreement (the "Trust Unallocated Agreement") between the
Trustee and the Custodian establishing the Trust's unallocated account (the
"Trust Unallocated Account"; the Trust Allocated Agreement and the Trust
Unallocated Agreement are collectively referred to as the "Trust Custody
Agreements") and (ii) the streetTRACKS(R) Gold Trust Participant Unallocated
Bullion Account Agreement (the "Participant Unallocated Agreement") between the
Participant and HSBC Bank USA, National Association, London Branch, establishing
the Participant's unallocated account (the "Participant Unallocated Account").

Gold is transferred between the Trust and Participants through the Trust
Unallocated Account. When Gold is to be transferred to the Trust from a
Participant (in exchange for the issuance of Baskets), the Gold is transferred
from the Participant Unallocated Account to the Trust Unallocated Account and
then transferred from there to the Trust Allocated Account. When Gold is to be
transferred to a Participant (in connection with the redemption of Baskets), the
Gold is transferred from the Trust Allocated Account to the Trust Unallocated
Account and is transferred from there to the Participant Unallocated Account.

The Participant Unallocated Account is only to be used in connection with the
creation and redemption of Baskets. Use of the Participant Unallocated Account
for transferring Gold to the Trust does not require Participants to acquire Gold
from HSBC Bank USA, National Association, London Branch, or to maintain Gold in
the Participant Unallocated Account longer than the time required to create or
redeem Baskets as described in these Procedures. Each Participant is responsible
for ensuring that the Gold it intends to transfer to the Trust in exchange for
Baskets is available for transfer to the Trust in the manner and at the times
described in these Procedures. In meeting this responsibility, the Participant
may make such independent arrangements as it sees fit, including the borrowing
of Gold, to ensure that the relevant amount(s) of Gold is credited in time.

Upon acceptance of the Participant Agreement by the Sponsor and the Trustee, the
Trustee will assign a personal identification number (a "PIN number") to each
Authorized Person authorized to act for the Participant. This will allow the
Participant through its Authorized Person(s) to place Purchase Order(s) or
Redemption Order(s) for Baskets.

Important Notes:

     o    Any Order is subject to rejection by the Trustee for the reasons set
          forth in the Indenture or the Participant Agreement.

     o    All Orders are subject to the provisions of the Indenture, the Trust
          Custody Agreements and the Participant Agreement relating to unclear
          or ambiguous instructions.



                                CREATION PROCESS

An order to purchase one or more Baskets placed by a Participant with the
Trustee by 4:00 p.m. N.Y. time on a Business Day (such day, "CREATION T")
results in the following taking place, in most instances, by 9:00 a.m. N.Y. time
(usually 2:00 p.m. London time) on CREATION T+3:

     o    Transfer to the Trust Allocated Account of Gold satisfying the Good
          Delivery Rules in the amount corresponding to the Baskets to be
          issued; and

     o    Transfer to the Participant's account at The Depository Trust Company
          ("DTC") of Baskets corresponding to the Gold the Participant has
          transferred to the Trust.

                               CREATION PROCEDURES

CREATION T (PURCHASE ORDER TRADE DATE)

1.   By the Order Cut-Off Time (close of regular trading on the NYSE, usually
     4:00 p.m. N.Y. time), an Authorized Person of the Participant calls the
     Trustee at (212) 815-6250 to notify the Trustee that the Participant wishes
     to place a Purchase Order with the Trustee to create an identified number
     of Baskets and to request that the Trustee provide an order number (an
     "Order Number"). The Authorized Person provides a PIN number as
     identification to the Trustee. The Trustee provides the Participant with an
     Order Number for the Participant's Purchase Order Form. The Participant
     then completes and faxes to the Trustee the Purchase Order Form included as
     Exhibit B to the Participant Agreement. The Purchase Order Form must
     include the Authorized Person's signature, the number of Baskets being
     purchased, and the Order Number previously provided by the Trustee.

2.   If the Trustee has not received the Purchase Order Form from the
     Participant within 15 minutes after the Trustee receives the phone call
     from the Participant referenced in item (1) above, the Trustee places a
     phone call to the Participant to enquire about the status of the Order. If
     the Participant does not fax the Purchase Order Form to the Trustee within
     15 minutes after the Trustee's phone call, the Participant's Order is
     cancelled. The Trustee will then notify the Participant that the Order has
     been cancelled via telephone call.

3.   If the Trustee has received the Participant's Purchase Order Form on time
     in accordance with the preceding timing rules, then by 5:00 p.m. N.Y. time
     the Trustee returns to the Participant a copy of the Purchase Order Form
     submitted, marking it "Affirmed." The Trustee also indicates on the
     Purchase Order Form the amount of Gold and cash, if any, necessary for the
     Creation Deposit, and provides details of the method of payment required
     for the Transaction Fee and the cash portion, if any, of the Creation
     Deposit.

4.   Based on the Purchase Orders placed with it on CREATION T, the Trustee
     sends an authenticated electronic message (Swift MT699) to the Custodian
     indicating the total ounces of Gold for which the Trustee will require an
     allocation into the Trust Allocated



     Account on CREATION T+3. In addition, the authenticated electronic message
     (Swift MT699) will separately identify all expected unallocated Gold
     receipts from each Participant. If the Trustee rejects a Purchase Order
     pursuant to the Indenture or the Participant Agreement after the foregoing
     messages are given to the Custodian, the Trustee will notify the Custodian
     of such rejection, identifying the Participant whose Purchase Order was
     rejected and the number of ounces of Gold contained in the rejected
     Purchase Order.

5.   By the close of business (usually 5:00 p.m. N.Y. time), each Participant
     acquiring Baskets on CREATION T+3 sends an authenticated electronic message
     (Swift MT604) to HSBC Bank USA, National Association, London Branch, with a
     copy to the Trustee, to transfer on CREATION T+3 from the Participant's
     Participant Unallocated Account Gold in the relevant amount(s) to the Trust
     Unallocated Account. If the Participant's instruction does not conform to
     the Trustee's instruction specified in the preceding item 4, the Trustee
     will either (i) send a correcting authenticated electronic message (Swift
     MT699) to the Custodian which specifies the delivery of an amount of Gold
     which conforms to the Participant's Purchase Order and the Participant's
     instruction or (ii) send the Participant an email message notifying the
     Participant of the discrepancy.

6.   By the close of business (usually 5:00 p.m. N.Y. time), each Participant
     acquiring Baskets on CREATION T+3 sends an authenticated electronic message
     (Swift MT605) to HSBC Bank USA, National Association, London Branch,
     identifying that Participant's Participant Unallocated Account into which
     Gold, in the relevant amount(s), is to be received on CREATION T+2.

CREATION T+2

1.   By the close of business in London (usually 4:00 p.m. London time), each
     Participant submitting a Purchase Order must ensure that Gold in the
     relevant amount(s) is credited to the Participant's Participant Unallocated
     Account.

2.   If by 4:00 p.m. (London time) either (i), unless otherwise resolved
     beforehand by a correcting authenticated electronic message from the
     Trustee (Swift MT699) or a correcting authenticated electronic message from
     the Participant (Swift MT604) to the satisfaction of the Custodian, the
     amount of Gold specified in the Participant's instruction given under item
     (5) of CREATION T to transfer Gold from the Participant's Participant
     Unallocated Account to the Trust Unallocated Account is not the same as the
     amount of Gold specified in the advice given by the Trustee under item (4)
     of CREATION T with regard to the expected unallocated Gold receipts from
     each Participant or (ii) sufficient Gold to permit the Custodian to effect
     such Participant's instruction is not credited to the Participant's
     Participant Unallocated Account, such Participant's instruction shall be
     automatically revoked as of 4:00 p.m. London time and the Custodian will
     notify the Participant of such revocation.

3.   The Custodian will send the Trustee an email message by 5:00 p.m. London
     time (usually 12:00 noon N.Y. time) identifying each Participant's
     instruction that has been revoked pursuant to the preceding item 2. The
     relevant Participant's Purchase Order shall be automatically cancelled as
     of 4:00 p.m. London time upon such revocation and the



     Trustee will send an email message to each Participant with a cancelled
     Purchase Order informing the Participant of such cancellation.

CREATION T+3

1.   The Custodian transfers the relevant amount(s) of Gold from the
     Participant's Participant Unallocated Account to the Trust Unallocated
     Account.

2.   As of 2:00 p.m. London time (usually 9:00 a.m. N.Y. time), the Custodian
     will notify the Trustee by email and fax of the status of the allocation
     process, including (i) the amount of Gold transferred to the Trust
     Unallocated Account from each Participant's Participant Unallocated
     Account, separately stated; (ii) the amount of Gold that has been
     transferred into the Trust Allocated Account from the Trust Unallocated
     Account, and (iii) the amount of Gold, if any, remaining in the Trust
     Unallocated Account. In the event there is any need for clarification of
     the status of the allocation process, the Trustee will telephone the
     Custodian to obtain such clarification. This notice does not reflect the
     official transfer record of the Custodian, which is completed as of the
     conclusion of the Custodian's Business Day.

3.   At 9:00 a.m. N.Y. time (usually 2:00 p.m. London time), following receipt
     of the notice from the Custodian of the status of the allocation process
     described in item (2) above, the Trustee authorizes the creation and
     issuance of the Baskets ordered by each Participant on CREATION T for which
     the Trustee has received confirmation from the Custodian of receipt of the
     relevant amount(s) of Gold. If the Custodian, despite using commercially
     reasonable efforts, is unable to complete the allocation process by such
     time, the Trustee will nevertheless issue Baskets, in the relevant amount,
     against both the Trust Allocated Account and the Trust Unallocated Account
     balances representing the Gold transferred by each Participant in
     connection with its Purchase Order. The creation and issuance of Baskets
     will occur through the DTC system known as "Deposit and Withdrawal at
     Custodian" or "DWAC".


                    [Redemption Process Follows on Next Page]



                               REDEMPTION PROCESS


An order to redeem one or more Baskets placed by a Participant with the Trustee
by 4:00 p.m. N.Y. time on a Business Day (such day, "REDEMPTION T") results in
the following taking place by 11:00 a.m. N.Y. time (usually 4:00 p.m. London
time) on REDEMPTION T+3:

     o    Transfer to the Trustee's account at DTC and the subsequent
          cancellation of the relevant number of the Participant's Baskets; and

     o    Transfer to the Participant by credit to the Participant's Participant
          Unallocated Account of Gold and cash, if any, in the relevant
          amount(s) corresponding to the Baskets delivered for redemption (the
          "Redemption Distribution").


                              REDEMPTION PROCEDURES

REDEMPTION T (REDEMPTION ORDER TRADE DATE)

1.   By the Order Cut-off Time (close of regular trading on the NYSE, usually
     4:00 p.m. N.Y. time), an Authorized Person of the Participant calls the
     Trustee at (212) 815-6250 to notify the Trustee that the Participant wishes
     to place a Redemption Order with the Trustee to redeem an identified number
     of Baskets and to request that the Trustee provide an Order Number. The
     Authorized Person provides a PIN number as identification to the Trustee.
     The Trustee provides the Participant with an Order Number for the
     Participant's Redemption Order Form. The Participant then completes and
     faxes to the Trustee the Redemption Order Form included as Exhibit C to the
     Participant Agreement. The Redemption Order Form must include the
     Authorized Person's signature, the number of Baskets redeemed, and the
     Order Number previously provided by the Trustee.

2.   If the Trustee has not received the Redemption Order Form from the
     Participant within 15 minutes after the Trustee receives the phone call
     from the Participant referenced in item (1) above, the Trustee places a
     phone call to the Participant to enquire about the status of the Order. If
     the Participant does not fax the Redemption Order Form to the Trustee
     within 15 minutes after the Trustee's phone call, the Participant's Order
     is cancelled. The Trustee will then notify the Participant that the Order
     has been cancelled via telephone call.

3.   If the Trustee has received the Participant's Redemption Order Form on time
     in accordance with the preceding timing rules, then by 5:00 p.m. N.Y. time
     the Trustee returns to the Participant a copy of the Redemption Order Form
     submitted, marking it "Affirmed." The Trustee also indicates on the
     Redemption Order Form the amount of Gold and cash, if any, to be delivered
     in the Redemption Distribution, and provides details of the method of
     payment to be used for the Transaction Fee and the method of delivery of
     the cash portion, if any, of the Redemption Distribution.

4.   By the close of business (usually 5:00 p.m. N.Y. time), each Participant
     redeeming Baskets on REDEMPTION T+3 sends an authenticated electronic
     message (Swift



     MT605) to HSBC Bank USA, National Association, London Branch, identifying
     that Participant's Participant Unallocated Account into which Gold, in the
     relevant amount(s), is to be received on REDEMPTION T+3.

5.   By the close of business (usually 5:00 p.m. N.Y. time), the Trustee sends
     an authenticated electronic message (SWIFT MT699) containing instructions
     to the Custodian to transfer on REDEMPTION T+3 from the Trust Allocated
     Account to the Trust Unallocated Account ("deallocate") the total amount of
     Gold required to settle the Redemption Orders received by the Trustee on
     REDEMPTION T. If the Trustee rejects a Redemption Order pursuant to the
     Indenture or the Participant Agreement after the foregoing message is sent,
     the Trustee will notify the Custodian of such rejection, identifying the
     Participant whose Redemption Order was rejected and the number of ounces of
     Gold contained in the rejected Redemption Order.

REDEMPTION T+3

1.   Between 9:00 a.m. London time and 2:00 p.m. London time, the Custodian
     deallocates Gold in the amount(s) specified in the Trustee's instructions
     sent on REDEMPTION T.

2.   By 9:00 a.m. N.Y. time, the Participant delivers free to the Trustee's
     Participant account at DTC (#2209) the Baskets to be redeemed.

3.   If the Trustee does not receive from a redeeming Participant all Shares
     comprising the Baskets being redeemed by 9:00 a.m. N.Y. time, the Trustee
     will (i) settle the Redemption Order to the extent of whole Baskets
     received from the Participant and (ii) keep the redeeming Participant's
     Redemption Order open until 9:00 a.m. N.Y. time on the following Business
     Day (REDEMPTION T+4) as to the balance of the Redemption Order (such
     balance, the "Suspended Redemption Order"). For each day (whether or not a
     Business Day) the Redemption Order is held open, the Participant will be
     charged by the Trustee the greater of $300 or $30 times the number of
     Baskets included in the Suspended Redemption Order.

4.   By 10:00 a.m. New York time (usually 3:00 p.m. London time), the Trustee
     sends an authenticated electronic message (Swift MT699) to the Custodian
     directing the Custodian to transfer Gold in the relevant amount from the
     Trust Unallocated Account to the Participant Unallocated Account. When
     London is, and New York is not, on daylight savings time, such message must
     be received by the Custodian no later than 3:30 p.m. London time. The
     Custodian will make reasonable commercial efforts to allocate Gold
     remaining in the Trust Unallocated Account after this transfer to the Trust
     Allocated Account by the close of business in London, in accordance with
     the standing instruction in the Trust Custody Agreements.

5.   By close of business in New York (usually 5:00 p.m. N.Y. time), the Trustee
     sends an authenticated electronic message (Swift MT699) containing
     instructions to the Custodian to transfer the total amount of Gold involved
     in that day's Suspended Redemption Order(s) from the Trust Allocated
     Account to the Trust Unallocated Account by 9:00 a.m. N.Y. time (usually
     2:00 p.m. London time) the following Business Day. This amount will be in
     addition to any amount being transferred pursuant to an existing



     instruction to deallocate in respect of redemptions settling in the normal
     schedule, for which the following day will be REDEMPTION T+3.

6.   By the close of business in New York (usually 5:00 p.m. N.Y. time), each
     Participant redeeming Baskets on REDEMPTION T+4 with respect to a Suspended
     Redemption Order sends an authenticated electronic message (Swift MT699) to
     HSBC Bank USA, National Association, London Branch, identifying that
     Participant's Participant Unallocated Account into which Gold, in the
     relevant amount(s), is to be received on REDEMPTION T+4.

REDEMPTION T+4

1.   By 9:00 a.m. N.Y. time (usually 2:00 p.m. London time), the redeeming
     Participant must deliver free to the Trustee's Participant account at DTC
     (#2209) the Basket(s) comprising the Suspended Redemption Order. The
     Trustee will settle the Suspended Redemption Order to the extent of whole
     Baskets received. Any balance of the Suspended Redemption Order will be
     cancelled.

2.   The sequence of instructions and events related to the settlement of the
     Suspended Redemption Order on REDEMPTION T+4 will be made in the manner
     provided for a Redemption Order under REDEMPTION T+3.


                                     * * * *



                                     FORM OF
                           streetTRACKS(R) GOLD TRUST
                              PARTICIPANT AGREEMENT

                                  ATTACHMENT B




                       HSBC BANK USA, NATIONAL ASSOCIATION

                                       and

                              [NAME OF PARTICIPANT]





                 ----------------------------------------------

                           streetTRACKS(R) GOLD TRUST
                PARTICIPANT UNALLOCATED BULLION ACCOUNT AGREEMENT

                 ----------------------------------------------



THIS AGREEMENT ("Agreement") is made on [date]

BETWEEN

(1)  HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association
     organized under the laws of the United States of America, whose principal
     place of business in England is at 8 Canada Square, London E14 5HQ ("WE" or
     "US"); and

(2)  [NAME OF PARTICIPANT] a company incorporated under the laws of [ ], whose
     [registered office][principal place of business] is at [ ] ("YOU").

INTRODUCTION

We have agreed to open and maintain for you an Unallocated Account (defined
below) in connection with your being a Participant with respect to the
streetTRACKS(R) Gold Trust, and to provide other services to you in connection
with the Unallocated Account. This agreement sets out the terms under which we
will provide those services to you and the arrangements which will apply in
connection with those services.

IT IS AGREED AS FOLLOWS:

1.   INTERPRETATION

1.1  DEFINITIONS: In this agreement:

     "ACCOUNT BALANCE" means the balance from time to time standing to your
     credit in your Unallocated Account.

     "AVAILABILITY DATE" means the Business Day on which you wish to transfer
     Precious Metal to us for deposit into the Unallocated Account.

     "BULLION" means the Precious Metal standing to your credit in your
     Unallocated Account.

     "BUSINESS DAY" means a day other than (i) a day on which the New York Stock
     Exchange, Inc. is closed for regular trading or (ii), if the transaction
     involves the receipt or delivery of gold or confirmation thereof in the
     United Kingdom or in some other jurisdiction, (a) a day on which banking
     institutions in the United Kingdom or in such other jurisdiction, as the
     case may be, are authorized by law to close or a day on which the London
     gold market is closed or (b) a day on which banking institutions in the
     United Kingdom or in such other jurisdiction, as the case may be, are
     authorized to be open for less than a full business day or the London gold
     market is open for trading for less than a full business day and
     transaction




     procedures required to be executed or completed before the close of the
     business day may not be so executed or completed.

     "STREETTRACKS(R) GOLD SHARE" means each unit of fractional undivided
     beneficial interest in and ownership of the streetTRACKS(R) Trust, as the
     same shall be created and issued pursuant to the Trust Indenture.

     "STREETTRACKS(R) GOLD TRUST" means the Trust created under the Trust
     Indenture.

     "LONDON A.M. GOLD FIX" means the price of an ounce of gold as fixed by the
     five members of the London gold fix on or about 10:30 a.m. London, England,
     time.

     "LONDON P.M. GOLD FIX" means the price of an ounce of gold as fixed by the
     five members of the London gold fix on or about 3:00 p.m. London, England,
     time.

     "LBMA" means The London Bullion Market Association or its successors.

     "PARTICIPANT" means a Participant as defined in the Trust Indenture.

     "PARTICIPANT AGREEMENT" means that certain Participant Agreement in effect
     from time to time between you and the Trustee on behalf of the Trust,
     pursuant to the Trust Indenture.

     "POINT OF DELIVERY" means such date and time that the recipient or its
     agent acknowledges in written form its receipt of delivery of Precious
     Metal.

     "PRECIOUS METAL" means gold.

     "RULES" means the rules, regulations, practices and customs of the LBMA
     (including the rules of the LBMA as to good delivery), the Bank of England
     and such other regulatory authority or body as shall affect the activities
     contemplated by this agreement.

     "SPONSOR" means World Gold Trust Services, LLC.

     "TRUSTEE" means The Bank of New York.

     "TRUST INDENTURE" means that certain Trust Indenture of streetTRACKS(R)
     Gold Trust dated as of [ ], 2004, between the Sponsor and the Trustee,
     effective [ ], 2004.

     "TRUST UNALLOCATED ACCOUNT" means the account maintained by us for the
     streetTRACKS(R) Gold Trust in relation to Gold (as defined in the Trust





     Indenture) pursuant to the Trust Unallocated Bullion Account Agreement (as
     defined in the Trust Indenture).

     "UNALLOCATED ACCOUNT" means the account maintained by us in your name on an
     Unallocated Basis pursuant to this agreement.

     "UNALLOCATED BASIS" means, with respect to a Precious Metal account
     maintained with us, that the person in whose name the account is held is
     entitled to call on us to deliver in accordance with the Rules an amount of
     Precious Metal equal to the amount of Precious Metal standing to the credit
     of the person's account but has no ownership interest in any Precious Metal
     that we own or hold.

     "VAT" means value added tax as provided for in the Value Added Tax Act 1994
     (as amended or re-enacted from time to time) and legislation supplemental
     thereto and any other tax (whether imposed in the United Kingdom in
     substitution thereof or in addition thereto or elsewhere) of a similar
     fiscal nature.

     "WITHDRAWAL DATE" means the Business Day on which you wish to withdraw
     Precious Metal from your Unallocated Account.

1.2  HEADINGS: The headings in this agreement do not affect its interpretation.

1.3  SINGULAR AND PLURAL; OTHER USAGES: References to the singular include the
     plural and vice versa. A reference to "A or B" means "A or B or both A and
     B". "Including" means "including but not limited to".

2.   UNALLOCATED ACCOUNTS

2.1  OPENING UNALLOCATED ACCOUNT: We shall open and maintain an Unallocated
     Account for you under this Agreement solely in respect of Bullion to be
     transferred between you and the streetTRACKS(R) Gold Trust or withdrawn in
     accordance with clause 4.

2.2  DENOMINATION OF UNALLOCATED ACCOUNT: The Unallocated Account shall evidence
     and record the amount of Bullion standing to your credit therein, and
     increases and decreases to that amount. The Unallocated Account shall be
     denominated in fine ounces of gold to three decimal places.

2.3  REPORTS: We will provide you with monthly statements of your Account
     Balance and debit and credit advices will be sent to you following each
     deposit into and withdrawal from the Unallocated Accounts.

2.4  REVERSAL OF ENTRIES: We at all times reserve the right to reverse any
     provisional or erroneous entries to your Unallocated Account with effect
     back-valued to the date upon which the final or correct entry (or no entry)
     should have been made.




3.   DEPOSITS

3.1  PROCEDURE: You may at any time notify us of your intention to deposit
     Precious Metal in your Unallocated Account. A deposit may be made (in the
     manner and accompanied by such documentation as we may require) only by
     transfer from an account of yours relating to the same kind of Precious
     Metal and having the same denomination as that to which this Unallocated
     Account relates. We will not accept physical delivery of Precious Metal
     into this account.

3.2  NOTICE REQUIREMENTS: Any notice relating to a deposit of Precious Metal
     must be in writing and:

     (a)  be received by us no later than 2.00 p.m. (London time) on the
          Availability Date unless otherwise agreed;

     (b)  specify the details of the account from which the Precious Metal will
          be transferred; and

     (c)  specify the amount (in the appropriate denomination) of the Precious
          Metal to be credited to the Unallocated Account, the Availability Date
          and any other information which we may from time to time require.

3.3  TIMING: A deposit of Precious Metal will not be credited to an Unallocated
     Account until an account of ours with any bank, broker or other firm has
     been credited with an amount of Precious Metal equal to the amount of such
     deposit.

3.4  RIGHT TO REFUSE PRECIOUS METAL OR AMEND PROCEDURE: We may refuse to accept
     Precious Metal, amend the procedure in relation to the deposit of Precious
     Metal or impose such additional procedures in relation to the deposit of
     Precious Metal as we may from time to time consider appropriate. Any such
     refusal, amendment or additional procedures will be promptly notified to
     you.

4.   WITHDRAWALS

4.1  PROCEDURE: You may at any time notify us of your intention to withdraw
     Precious Metal standing to the credit of your Unallocated Account. We will
     transfer Bullion from your Unallocated Account only at such times and on
     such terms as specified in your instructions to us. A withdrawal may be
     made (in the manner and accompanied by such documentation as we may
     require) by:

     (a)  transfer to an account of yours relating to the same kind of Precious
          Metal and having the same denomination as that to which the
          Unallocated Account relates; or




     (b)  the collection by you of Precious Metal from us at our vault premises,
          or as we may direct, at your expense and risk; or

     (c)  by delivery of Precious Metal to you at such location as you direct,
          at your expense and risk; or

     (d)  transfer to the Trust Unallocated Account.

     Any Precious Metal made available to you pursuant to clause 4.1 (b) or (c)
     will be in a form which complies with the Rules or in such other form as
     may be agreed between us. We are entitled to select the Precious Metal to
     be made available to you pursuant to clause 4.1(b) or (c) which in all
     cases will comprise one or more whole bars selected by us (or other form as
     agreed), the combined fine weight of which will not exceed the number of
     fine ounces of Bullion you have instructed us to withdraw. In connection
     with any withdrawal pursuant to clause 4.1(d) you must have sufficient
     Precious Metal in the Unallocated Account by 4:00 p.m. (London time) on the
     day before the Withdrawal Date to permit us to complete the withdrawal.
     Anything in this agreement to the contrary notwithstanding, and without
     limiting your right to withdraw Bullion, we shall not be obliged to effect
     any requested delivery if, in our reasonable opinion, this would cause us
     or our agents to be in breach of the Rules or other applicable law, court
     order or regulation, the costs incurred would be excessive or delivery is
     impracticable for any reason. When pursuant to your instruction Bullion is
     physically withdrawn from your Unallocated Account, all right, title, risk
     and interest in and to the Bullion withdrawn shall pass to you at the Point
     of Delivery.

4.2  NOTICE AND INSTRUCTION REQUIREMENTS: Any notice or instruction relating to
     a withdrawal of Precious Metal must be in writing and specify the amount
     (in the appropriate denomination) of the Precious Metal to be debited to
     the Unallocated Account, the Withdrawal Date and any other information
     which we may from time to time require. The following rules determine when
     we must receive your notice or instruction to withdraw Precious Metal:

     (a)  if the notice or instruction relates to a withdrawal pursuant to
          clause 4.1(d) to effect a transfer of Precious Metal to the Trust
          Unallocated Account in accordance with the Participant Agreement, it
          must received by us no later than 9.00 a.m. (London time) not less
          than two Business Days prior to the Withdrawal Date and specify the
          details of the Trust Unallocated Account to which the Precious Metal
          is to be transferred;

     (b)  if the notice or instruction relates to a withdrawal pursuant to
          clause 4.1(a), it must be received by us no later than 2.00 p.m.
          (London time) on the Withdrawal Date unless otherwise agreed and must
          specify the details of the account to which the Precious Metal is to
          be transferred; and





     (c)  if the notice or instruction relates to a withdrawal pursuant to
          clause 4.1(b) or (c), it must be received by us no later than 11.30
          a.m. (London time) not less than two Business Days prior to the
          Withdrawal Date unless otherwise agreed and specify the name of the
          person or carrier that will collect the Precious Metal from us or the
          identity of the person to whom delivery is to be made, as the case may
          be.

4.3  RIGHT TO AMEND PROCEDURE: We may amend the procedure for the withdrawal of
     Precious Metal from an Unallocated Account or impose such additional
     procedures as we may from time to time consider appropriate. Any such
     amendments or additional procedures will be promptly notified to you.

4.4  DELIVERY OBLIGATIONS: Unless otherwise instructed, we shall make
     transportation and insurance arrangements in accordance with our usual
     practice. Where instructions are given, we shall use all reasonable efforts
     to comply with the same. We shall not be obliged to effect any requested
     delivery if, in our reasonable opinion, this would cause us or our agents
     to be in breach of the Rules or other applicable law, court order or
     regulation; the costs incurred would be excessive or delivery is
     impracticable for any reason. All insurance and transportation costs shall
     be for your account.

4.5  PHYSICAL WITHDRAWAL OF ENTIRE UNALLOCATED ACCOUNT BALANCE: If, when you
     notify us in connection with a physical withdrawal of Bullion from your
     Unallocated Account under clause 4.4 that you are withdrawing the entire
     balance in your Unallocated Account (or when a physical withdrawal under
     clause 4.4 would, in our determination, result in the entire balance in
     your Unallocated Account being withdrawn), the physical withdrawal
     instruction may not be effected by our selection of one or more whole bars
     of Bullion the combined fine weight of which does not exceed the balance of
     your Unallocated Account that you are withdrawing, then we will make
     available to you in accordance with clause 4.4 the number of whole bars
     that can be accommodated under your instruction. If you have another
     Unallocated Account with us relating to Precious Metal, we will transfer
     the remainder of the balance to that account, and if you do not have
     another Unallocated Account with us, we will purchase for cash the
     remainder of the Bullion in your Unallocated Account based on the London
     A.M. Gold Fix on the date you are withdrawing the Bullion physically, or if
     there is no London A.M. Gold Fix for such date, then the London A.M. Gold
     Fix for the next Business Day.

5.   INSTRUCTIONS

5.1  YOUR REPRESENTATIVES: You shall notify us promptly in writing of the names
     of the people who are authorised to give instructions on your behalf. Until
     we receive written notice to the contrary, we are entitled to assume that
     any of those people have full and unrestricted power to give us
     instructions on your behalf. We are also entitled to rely on any





     instructions which are from, or which purport to emanate from, any person
     who appears to have such authority.

5.2  AMENDMENTS: Once given, instructions continue in full force and effect
     until they are cancelled, amended or superseded. We must receive an
     instruction cancelling, amending or superseding a prior instruction before
     the time the prior instruction is acted upon. Any such instructions shall
     have effect only after actual receipt by us.

5.3  UNCLEAR OR AMBIGUOUS INSTRUCTIONS: If, in our opinion, any instructions are
     unclear or ambiguous, we will use reasonable endeavours (taking into
     account any relevant time constraints) to obtain clarification of those
     instructions but, failing that, we may in our absolute discretion and
     without any liability on our part, act upon what we believe in good faith
     such instructions to be or refuse to take any action or execute such
     instructions until any ambiguity or conflict has been resolved to our
     satisfaction.

5.4  REFUSAL TO EXECUTE: We reserve the right to refuse to execute instructions
     if in our opinion they are or may be contrary to the Rules or any
     applicable law.

5.5  REVOCATION OF INSTRUCTIONS: If, in connection with an instruction to effect
     a withdrawal pursuant to clause 4.1(d), by 4:00 p.m. (London time) on the
     day before the Withdrawal Date either (i) the amount of Precious Metal
     specified in your instruction does not agree with the amount of Precious
     Metal specified in the advice provided by the Trustee with regard to the
     receipt of Precious Metal in the Trust Unallocated Account or (ii)
     sufficient Precious Metal to permit us to complete the withdrawal is not
     credited to your Unallocated Account, your instruction will be
     automatically revoked. We will notify you of the revocation of your
     instruction.

6.   CONFIDENTIALITY

6.1  DISCLOSURE TO OTHERS: Subject to clause 6.2, each party shall respect the
     confidentiality of information acquired under this agreement and neither
     will, without the consent of the other, disclose to any other person any
     information acquired under this agreement.

6.2  PERMITTED DISCLOSURES: Each party accepts that from time to time the other
     party may be required by law or the Rules, or requested by a government
     department or agency, fiscal body or regulatory authority, to disclose
     information acquired under this agreement. In addition, the disclosure of
     such information may be required by a party's auditors, by its legal or
     other advisors or by a company which is in the same group of companies as a
     party (eg. a subsidiary or holding company of a party). Each party
     irrevocably authorises the other to make such disclosures without further
     reference to such party. In connection with a notice or instruction you
     give





     to us to effect to withdraw and transfer Precious Metal to the Trust
     Unallocated Account in accordance with the Participant Agreement, you
     hereby authorize us to disclose to the Trustee of the Trust or its agents
     (i) such information about your Unallocated Account that the Trustee or its
     agents may reasonably request, including information about your Account
     Balance and instructions you have given for the deposit or withdrawal of
     Precious Metal in relation to your Unallocated Account, and (ii)
     information about any revocation of instructions under clause 5.5 above.

7.   REPRESENTATIONS

7.1  YOUR REPRESENTATIONS: Upon execution of this agreement and with each notice
     or instruction that you give hereunder you represent and warrant and
     covenant to us that:

     (a)  you have all necessary authority, powers, consents, licences and
          authorisations and have taken all necessary action to enable you
          lawfully to enter into and perform your duties and obligations under
          this agreement;

     (b)  you are a Participant as defined in the Trust Indenture and are not in
          breach of the Participant Agreement;

     (c)  you are in compliance with the money laundering and related provisions
          of (i) the Uniting and Strengthening America by Providing Appropriate
          Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act)
          Act of 2001 enacted by the United States of America, and the
          regulations promulgated thereunder, if you are subject to the
          requirements of the USA PATRIOT Act, and (ii) such other laws to which
          you are subject;

     (d)  the persons entering into this agreement on your behalf have been duly
          authorised to do so; and

     (e)  this agreement and the obligations created under it are binding upon
          you and enforceable against you in accordance with its terms (subject
          to applicable principles of equity) and do not and will not violate
          the terms of the Rules or any order, charge or agreement by which you
          are bound.

8.   FEES AND EXPENSES

8.1  FEES: You will pay us such fees as we from time to time determine and
     notify to you, but we will not charge you any fees in connection with your
     Unallocated Account pursuant to this Agreement while (i) this account is
     used solely to effect transfers of Bullion between you and the Trust
     Unallocated Account and (ii) we (or another member of an affiliated group
     of which we are a member) are receiving compensation from the





     streetTRACKS(R) Gold Trust for maintaining the Trust Unallocated Account.

8.2  EXPENSES: You must pay us on demand all costs, charges and expenses
     (including any relevant taxes, duties and legal fees) incurred by us in
     connection with the performance of our duties and obligations under this
     agreement or otherwise in connection with your Unallocated Account
     (including delivery, collection and storage costs).

8.3  CREDIT BALANCES: No interest or other amount will be paid by us on any
     credit balance on your Unallocated Account.

8.4  DEBIT BALANCES: You are not entitled to overdraw your Unallocated Account
     except to the extent that we otherwise agree in writing. In the absence of
     such agreement, we shall not be obliged to carry out any instruction of
     yours which will cause your Unallocated Account to be overdrawn. If for any
     reason your Unallocated Account is overdrawn, you will be required to pay
     us interest on the debit balance at the rate agreed between us or, if no
     such agreement exists, at such rate as we determine to be appropriate. The
     amount of the overdraft and any accrued interest will be repayable by you
     on our demand. Your obligation to pay interest to us will continue until
     the overdraft is repaid by you in full. Our books and records shall be
     conclusive as to the balance at any time standing to your credit in your
     Unallocated Account.

8.5  DEFAULT INTEREST: If you fail to pay us any amount when it is due, we
     reserve the right to charge you interest (both before and after any
     judgement) on any such unpaid amount calculated at a rate equal to 1% above
     the overnight London Interbank Offered Rate (LIBOR) for the currency in
     which the amount is due. Both overdraft and default interest will accrue on
     a daily basis and will be due and payable by you as a separate debt. In the
     event of any inconsistency between this agreement and an overdraft facility
     agreement between you and us, the terms of the overdraft facility shall
     govern.

9.   SCOPE OF RESPONSIBILITY

9.1  EXCLUSION OF LIABILITY: We will use reasonable care in the performance of
     our duties under this agreement but will not be responsible in contract,
     tort or otherwise, for any direct or indirect or consequential damage, loss
     or expense suffered or incurred by you arising directly or indirectly as a
     result of, or in connection with, this agreement (including, without
     limitation, economic loss, loss of profit, loss of anticipated savings or
     loss of goodwill) even if advised of the likelihood of such losses arising,
     save for any loss or damage suffered by you as a direct result of any gross
     negligence, fraud or wilful default on our part in the performance of our
     duties under this agreement, and in which case, our liability will not
     exceed the market value of the Account Balance at the time such gross
     negligence, fraud or wilful default is discovered by us. The value of the





     Account Balance shall be determined on any day using the London P.M. Gold
     Fix, and if there is no such fix on such day, by the last London fix (A.M.
     or P.M.).

9.2  NO DUTY OR OBLIGATION: We are under no duty or obligation to make or take
     any special arrangements or precautions beyond those required by the Rules
     or as specifically set forth in this agreement.

9.3  FORCE MAJEURE: We shall not be liable to you for any delay in performance,
     or for the non-performance of any of our obligations under this agreement
     by reason of any cause beyond our reasonable control. This includes any act
     of God or war or terrorism, any breakdown, malfunction or failure of
     transmission in connection with or other unavailability of any wire,
     communication or computer facilities, any transport, port, or airport
     disruption, industrial action, acts and regulations and rules of any
     governmental or supra national bodies or authorities or regulatory or
     self-regulatory organisations or failure of any such body, authority, or
     organisation for any reason, to perform its obligations.

9.4  INDEMNITY: You shall indemnify and keep us and each of our directors,
     shareholders, officers, employees, agents, affiliates (as such term is
     defined in Regulation S-X adopted by the United States Securities and
     Exchange Commission under the United States federal Securities Act of 1933,
     as amended) and subsidiaries (us and each such person a "Custodian
     Indemnified Person" for purposes of this clause 9.4) indemnified (on an
     after tax basis) on demand against all costs and expenses, damages,
     liabilities and losses which any such Custodian Indemnified Person may
     suffer or incur, directly or indirectly in connection with this agreement
     except to the extent that such sums are due directly to our gross
     negligence, wilful default or fraud or that of the Custodian Indemnified
     Person. The indemnity provided by this clause 9.4 shall survive termination
     of this agreement.

9.5  THIRD PARTIES: You are our sole customer under this agreement and we do not
     owe any duty or obligation or have any liability towards any person who is
     not a party to this agreement. This agreement does not confer a benefit on
     any person who is not a party to it other than the persons named as a
     Custodian Indemnified Person. The parties to this agreement do not intend
     that any term of this agreement shall be enforceable by any person who is
     not a party to it (except that each Custodian Indemnified Person may
     directly enforce the indemnity provision under clause 9.4) and do intend
     that except as so provided, the Contracts (Rights of Third Parties) 1999
     Act (Eng.) shall not apply to this agreement.

10.  TERMINATION

10.1 METHOD: This agreement shall terminate immediately upon the earlier of (i)
     your termination as a Participant with respect to the streetTRACKS(R) Gold
     Trust pursuant to the Participant Agreement or otherwise, or (ii)





     termination of the streetTRACKS(R) Gold Trust pursuant to the Trust
     Indenture. In addition, either party may terminate this agreement by giving
     not less than 10 Business Days' written notice to the other party. Any such
     notice given by you must specify:

     (a)  the date on which the termination will take effect;

     (b)  the person to whom any Account Balance which is a credit balance is to
          be transferred; and

     (c)  all other necessary arrangements for the transfer or repayment, as the
          case may be, of the Account Balance.

10.2 REDELIVERY ARRANGEMENTS: If you do not make arrangements acceptable to us
     for the transfer or repayment, as the case may be, of any Account Balance
     we may continue to maintain this Unallocated Account, in which case we will
     continue to charge the fees and expenses payable under clause 8. If you
     have not made arrangements acceptable to us for the transfer or repayment
     of any Account Balance within six (6) months of the date specified in the
     termination notice as the date on which the termination will take effect,
     we will be entitled to close the Unallocated Account and account to you for
     the proceeds after deducting any amounts due to us under this agreement.

10.3 EXISTING RIGHTS: Termination shall not affect rights and obligations then
     outstanding under this agreement which shall continue to be governed by
     this agreement until all obligations have been fully performed.

11.  VALUE ADDED TAX

11.1 VAT EXCLUSIVE: All sums payable under this agreement by you to us shall be
     deemed to be exclusive of VAT.

11.2 SUPPLIES: Where pursuant to or in connection with this agreement, we make a
     supply to you for VAT purposes and VAT is or becomes chargeable on such
     supply, you shall on demand pay to us (in addition to any other
     consideration for such supply) a sum equal to the amount of such VAT and we
     shall on receipt of such payment provide you with an invoice or receipt in
     such form and within such period as may be prescribed by applicable law.

11.3 DEEMED SUPPLIES: Where, pursuant to or in connection with this agreement,
     we are deemed or treated by applicable law or the practice from time to
     time of the relevant fiscal authority to make a supply for VAT purposes to
     any person by virtue of our or any custodian for us relinquishing physical
     control of any Precious Metal, and VAT is or becomes chargeable on such
     supply, you shall on demand pay to us a sum equal to the amount of such VAT
     and we shall on receipt of such payment provide an invoice or receipt in
     such form and within such period as may





     be prescribed by applicable law to the person to which we are deemed or
     treated to make such supply.

12.  NOTICES

12.1 FORM: Subject to clause 12.5, any notice, notification, instruction or
     other communication under or in connection with this agreement shall be
     given in writing. References to writing include electronic transmissions
     that are of the kind specified in clause 12.2.

12.2 METHOD OF TRANSMISSION: With the exception of monthly statements in respect
     of the Unallocated Account, any notice, notification, instruction or other
     communication required to be in writing may be delivered personally or sent
     by first class post, pre-paid recorded delivery (or air mail if overseas),
     authenticated electronic transmission (including tested telex and
     authenticated SWIFT) or such other electronic transmission as the parties
     may from time to time agree, to the party due to receive the notice,
     instruction or communication, at its address, number or destination set out
     in this agreement or another address, number or destination specified by
     that party by written notice to the other.

12.3 DEEMED RECEIPT ON NOTICE: A notice, notification, instruction, or other
     communication under or in connection with this agreement will be deemed
     received only if actually received or delivered.

12.4 RECORDING OF CALLS: We may record telephone conversations without use of a
     warning tone. Such recordings will be our sole property and, if acted upon
     by us, will be accepted by you as evidence of the orders or instructions
     given.

12.5 INSTRUCTIONS RELATING TO BULLION: All notices, notifications, instructions
     and other communications relating to the movement of Bullion in relation to
     your Unallocated Account shall be by way of authenticated electronic
     transmission (including tested telex and authenticated SWIFT), and shall be
     addressed to:

     Precious Metals Operations
     HSBC Bank USA, National Association
     8 Canada Square
     London E14 5HQ
     Tested Telex: 889217 RNB
     SWIFT: BLIC GB2L

13.  GENERAL

13.1 NO INTEREST IN STREETTRACKS(R) GOLD TRUST CONFERRED HEREBY: You acknowledge
     that you do not acquire any ownership of streetTRACKS(R) Gold Shares or
     interest in the streetTRACKS(R) Gold Trust or its assets by establishing an
     Unallocated Account pursuant to this Agreement, by delivering to the
     Unallocated Account established hereby an amount of





     Precious Metal, or by giving any instruction hereunder. You acknowledge
     that you will acquire ownership of streetTRACKS(R) Gold Shares or an
     interest in the streetTRACKS(R) Gold Trust or its assets only upon the
     issuance to you of streetTRACKS(R) Gold Shares pursuant to the Trust
     Indenture. Neither the Trustee nor the Sponsor of the streetTRACKS(R) Gold
     Trust shall, individually or as such Trustee or Sponsor of the
     streetTRACKS(R) Gold Trust, have any liability for loss or damages suffered
     by you with respect to your Unallocated Account or any Bullion held for you
     pursuant to this Agreement.

13.2 NO ADVICE: Our duties and obligations under this agreement do not include
     providing you with investment advice. In asking us to open and maintain the
     Unallocated Account, you do so in reliance upon your own judgement and we
     do not and shall not owe to you any duty to exercise any judgement on your
     behalf as to the merits or suitability of any transaction you make in
     relation to the Unallocated Account or otherwise, including (i) any
     deposits into, or withdrawals from, your Unallocated Account, (ii) any
     transactions to be effected in accordance with the Participant Agreement,
     or (iii) the acquisition or disposition of Precious Metal.

13.3 RIGHTS AND REMEDIES: Our rights under this agreement are in addition to,
     and independent of, any other rights which we may have at any time in
     relation to your Unallocated Account and any lien or other rights we may
     have to set-off, combine or consolidate any of your accounts.

13.4 ASSIGNMENT: This agreement is for the benefit of and binding upon us both
     and our respective successors and assigns. You may not assign, transfer or
     encumber, or purport to assign, transfer or encumber, your right, title or
     interest in relation to your Unallocated Account or any right or obligation
     under this agreement unless we otherwise agree in writing.

13.5 AMENDMENTS: Any amendment to this agreement must be agreed in writing and
     be signed by us both. Unless otherwise agreed, an amendment will not affect
     any legal rights or obligations which may already have arisen.

13.6 PARTIAL INVALIDITY: If any of the clauses (or part of a clause) of this
     agreement becomes invalid or unenforceable in any way under the Rules or
     any law, the validity of the remaining clauses (or part of a clause) will
     not in any way be affected or impaired.

13.7 ENTIRE AGREEMENT: This document, with the exception of any representations
     made fraudulently, represents the entire agreement, and supersedes and
     replaces any previous agreement between us relating to the establishment of
     a Gold account to be maintained on an Unallocated Basis for you as a
     Participant in connection with the streetTRACKS(R) Gold Trust.





13.8 JOINT AND SEVERAL LIABILITY: If there is more than one of you, your
     responsibilities under this agreement apply to each of you individually as
     well as jointly.

13.9 COUNTERPARTS: This agreement may be executed in any number of counterparts
     each of which when executed and delivered is an original, but all the
     counterparts together constitute the same agreement.

13.10 BUSINESS DAYS: If any obligation of either you or us falls due to be
     performed on a day which is not a Business Day in respect of the
     Unallocated Account in question, then the relevant obligations shall be
     performed on the next succeeding Business Day applicable to such account.

14.  GOVERNING LAW AND JURISDICTION

14.1 GOVERNING LAW: This agreement is governed by, and will be construed in
     accordance with, English law.

14.2 JURISDICTION: You agree the English courts are to have jurisdiction to
     settle any disputes or claims which may arise out of or in connection with
     this agreement, and for these purposes you irrevocably submit to the
     non-exclusive jurisdiction of the English courts.

14.3 WAIVER OF IMMUNITY: To the extent that you may in any jurisdiction claim
     for yourself or your assets any immunity from suit, judgement, enforcement
     or otherwise howsoever, you agree not to claim and irrevocably waive any
     such immunity to which you would otherwise be entitled (whether on grounds
     of sovereignty or otherwise) to the full extent permitted by the laws of
     such jurisdiction.

14.4 SERVICE OF PROCESS: If you are situated outside England and Wales, process
     by which any proceedings in England are begun may be served on you by being
     delivered to the address specified below. This does not affect our right to
     serve process in another manner permitted by law.

     Your address for service of process
     [Participant]
     [Address]
     [City, State, Postal Code]
     Attention: [               ]


EXECUTED by the parties as follows


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





EXECUTED by the parties


Signed on behalf of
HSBC BANK USA, NATIONAL ASSOCIATION
by

         Signature ............................
         Name      ............................
         Title     ............................





Signed on behalf of
[NAME OF PARTICIPANT]
by

         Signature .............................
         Name      .............................
         Title     .............................






                                     FORM OF
                           streetTRACKS(R) Gold Trust
                              PARTICIPANT AGREEMENT

                                  ATTACHMENT C

                       HSBC Bank USA, National Association
                     Resolution Form - Telefax Instructions

To: HSBC Bank USA, National Association
ACCOUNT NAME: _____________________________________________________________
We hereby request and authorize, pursuant to the powers delegated to us by a
resolution of the Board of Directors of _______________________ (the "Company")
(a certified copy of which has been supplied to you), HSBC Bank USA, National
Association (the "Bank") to accept and to execute instructions and/or give
effect to requests to the Bank to enter into contracts with or on behalf of the
Company where such instructions and/or requests are given by facsimile machine
("Telefax") and purport to come from us acting on behalf of the Company and are
honestly believed by the Bank to come from the Company. We agree to mark clearly
on any confirmation of any communications by Telefax the words "Confirmation
only - Do not duplicate".

We on behalf of the Company agree, that

(a)  the Bank will be under no duty to challenge or make any enquiries
     concerning any communication by Telefax which it believes in good faith to
     be a genuine instruction from an authorized representative of the Company;

(b)  the Company shall assume all risks involved in connection with any
     communications by Telefax, and in particular (but without prejudice to the
     generality of the foregoing) risks due to errors in transmission
     misunderstandings or errors on the part of the Bank regarding the identity
     of the Company's authorized representatives or otherwise and that the Bank
     be discharged from all responsibility in respect thereof;

(c)  the Company shall indemnify the Bank and its directors, officers, employees
     or agents on demand and shall keep the Bank and its directors, officers,
     employees or agents on demand indemnified against any loss arising to the
     Bank in consequence of acting in reliance on any such communication and any
     actions, proceedings, costs, claims and demands in respect thereof;

(d)  that we will have no claim against the Bank or its directors, officers,
     employees or agents by reason or account of the Bank or its directors,
     officers, employees or agents either acting or declining or omitting to act
     in accordance with any communication by Telefax; and

(e)  the Company shall agree to perform and ratify any contracts entered into by
     the Bank and/or any action taken by the Bank as a result of such
     communications made or purporting to be made on behalf of the Company and
     honestly believed by the Bank to have been made on behalf of the Company.



Such assumption of risk, discharge, indemnity and agreement to perform and
ratify shall extend to communications made or purporting to be made by us and/or
any other persons now or hereafter nominated from time to time by the Company,
such nomination having been duly and properly advised to the Bank and honestly
believed by the Bank to have been made on behalf of the Company.

Notwithstanding the foregoing, the Bank may at any time and at its absolute
discretion decline to execute any instruction or request given or to accept any
offer made by Telefax notwithstanding that at the time of such instruction or
request or offer the employee of the Bank receiving such instruction or request
may have indicated assent to the same.

This request and authority shall continue in force unless and until expressly
revoked by fifteen days' (or such lesser period as the Bank may accept) written
notice delivered to the Bank and signed in a manner complying with the Company's
current mandate.

Signed
       --------------------------------
for and on behalf of

Signed
      ---------------------------------
for and on behalf of

- ---------------------------------------
Date
    -----------------------------------





                                                                       EXHIBIT D

                          [FORM OF GLOBAL CERTIFICATE]

                       CERTIFICATE OF BENEFICIAL INTEREST
                                  -Evidencing-
                             All Undivided Interests
                                      -in-



                           streetTRACKS(R) GOLD TRUST



         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.


This is to certify that CEDE & CO. is the owner and registered holder of this
Certificate evidencing the ownership of all issued and outstanding
streetTRACKS(R) Gold Shares ("Shares"), each of which represents a fractional
undivided interest in the streetTRACKS(R) Gold Trust ("Trust"), created under
the laws of the State of New York by the Trust Indenture of streetTRACKS(R) Gold
Trust dated as of __________, 2004 between World Gold Trust Services, LLC, as
Sponsor, and The Bank of New York, as Trustee, (hereinafter called the
"Agreement "), copies of which are available at the offices of the Trustee.

         At any given time this Certificate shall represent all undivided
interests in the Trust, which shall be the total number of Shares that are
outstanding at such time. The Agreement provides for the deposit of additional
Gold with the Trustee from time to time and the issuance by the Trustee of
additional Creation Baskets representing the Gold so deposited.

         The Sponsor and __________ as the initial depositor of the Trust hereby
grant and convey all of their rights, title and interest in and to the Trust to
the extent of the undivided interest represented hereby to the registered holder
of this Certificate subject to and in pursuance of the Agreement, all the terms,
conditions and covenants of which are incorporated herein as if fully set forth
at length.

                                      D-1


         The registered holder of this Certificate is entitled at any time upon
tender of this Certificate to the Trustee, endorsed in blank or accompanied by
all necessary instruments of assignment and transfer in proper form, at its New
York office in the State of New York and, upon payment of any tax or other
governmental charges, to receive at the time and in the manner provided in the
Agreement, such holder's ratable portion of the assets of the Trust for each
Redemption Basket tendered and evidenced by this Certificate.

         The holder of this Certificate, by virtue of the purchase and
acceptance hereof, assents to and shall be bound by the terms of the Agreement,
copies of which are on file and available for inspection at reasonable times
during business hours at the New York office of the Trustee, to which reference
is made for all the terms, conditions and covenants thereof.

         The Trustee may deem and treat the person in whose name this
Certificate is registered upon the books of the Trustee as the owner hereof for
all purposes and the Trustee shall not be affected by any notice to the
contrary.

         The Agreement permits, with certain exceptions as therein provided, the
amendment thereof, by the Sponsor and the Trustee with the consent of the
Beneficial Owners of 51% of the outstanding Equity Gold Shares to add provisions
to or change or eliminate any of the provisions of the Agreement or to modify
the rights of Beneficial Owners; provided, however, that the Agreement may not
be amended without the consent of the Beneficial Owners of all outstanding
Equity Gold Shares if such amendment would (x) permit, except in accordance with
the terms and conditions of the Agreement, the acquisition of any assets other
than Gold and cash acquired in accordance with the terms and conditions of the
Agreement; (y) reduce the interest of any Beneficial Owner in the Trust; or (z)
reduce the percentage of Beneficial Owners required to consent to any such
amendment. Any such consent or waiver by the holder of Shares shall be
conclusive and binding upon such holder of Shares and upon all future holders of
Shares, and shall be binding upon any Shares, whether evidenced by a Certificate
or held in uncertificated form, issued upon the registration or transfer hereof
whether or not notation of such consent or waiver is made upon this Certificate
and whether or not the Shares evidenced hereby are at such time in
uncertificated form. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of any holders of Shares.

         The Agreement, and this Certificate, is executed and delivered by The
Bank of New York, not individually or personally but solely as the Trustee of
the Trust, and World Gold Trust Services, LLC, as Sponsor, in the exercise of
the powers and authority conferred and vested in them by the Agreement. The
representations, undertakings and agreements made on the part of the Trust in
the Agreement or this Certificate are made and intended not as personal
representations, undertakings and agreements by The Bank of New York or World
Gold Trust Services, LLC but are made and intended for the purpose of binding
only the Trust. Nothing in the Agreement or this Certificate shall be construed
as creating any liability on The Bank of New York or World Gold Trust Services,
LLC, individually or personally, to fulfill any representation, undertaking or
agreement other than as provided in the Agreement or this Certificate.

         This Certificate shall not become valid or binding for any purpose
until properly executed by the Trustee under the Agreement.

                                      D-2


         Terms not defined herein will have the same meaning as in the
Agreement.

         IN WITNESS WHEREOF, The Bank of New York, as Trustee, has caused this
Certificate to be manually executed in its corporate name by an Authorized
Officer and World Gold Trust Services, LLC, as Sponsor, has caused this
Certificate to be executed in its name by the manual or facsimile signature of
one of its Authorized Officers.

The Bank of New York,                        World Gold Trust Services, LLC
    As Trustee                                 As Sponsor


By________________________________           By________________________________
       Authorized Officer                             Authorized Officer

Date: ________, 2004


                                      D-3

EX-5.1

                          CARTER LEDYARD & MILBURN LLP
                               Counselors at Law

                                 2 Wall Street
                            New York, NY 10005-2072


570 Lexington Avenue           Tel (212) 732-3200          1401 Eye Street, N.W.
 New York, NY 10022            Fax (212) 732-3232           Washington, DC 20005
   (212) 371-2720                                              (202) 898-1515



                                                ________, 2004

World Gold Trust Services, LLC
444 Madison Avenue
3rd Floor
New York, New York 10022

                      Re: StreetTRACKS(R) Gold Trust

Dear Ladies and Gentlemen:

         We have served as counsel to World Gold Trust Services, LLC ("Sponsor")
in its capacity as sponsor of the StreetTRACKS(R) Gold Trust ("Trust") in
connection with the formation of the Trust and the preparation and filing of a
Registration Statement on Form S-1 (Registration No. 333-105202), as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. ___
(collectively, the "Registration Statement"), including the prospectus included
in Part I of the Registration Statement (the "Prospectus"), with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, and the
rules and regulations thereunder (collectively, the "1933 Act"). The
Registration Statement relates to the proposed registration under the 1933 Act
of 60,400,000 shares of fractional undivided beneficial interest in and
ownership of the Trust ("Shares").

         In connection with our representation, we have examined executed
originals or copies of the following documents:

         1. The Certificate of Formation of the Sponsor ("Certificate"), dated
July 17, 2002, and the Amended and Restated Limited Liability Company Agreement
of the Sponsor ("LLC Agreement"), dated May 9, 2003, each as certified by the
Secretary of the Sponsor as of the date hereof.

         2. Resolutions of the sole member of the Sponsor, adopted as of July
26, 2002 and May 9, 2003, relating to the organization of the Sponsor, the
formation of the Trust and the issuance of the Shares, each as certified by the
Secretary of the Sponsor as of the date hereof.

         3. The Registration Statement.

         4. The Prospectus.


World Gold Trust Services, LLC


         5. The Trust Indenture of the Trust dated as of _____, 2004 between the
Sponsor and The Bank of New York, as trustee of the Trust ("Trustee"), ("Trust
Indenture").

         6. The Distribution Agreement, dated ____, 2004, between the Sponsor
and UBS Securities LLC ("UBS").

         7. The Marketing Agent Agreement, dated ______, 2004, between the
Sponsor, the Trustee, and State Street Global Markets, LLC.

         8. The Allocated Bullion Account Agreement, dated ______, 2004, and the
Unallocated Bullion Account Agreement, dated ______, 2004, each between the
Trustee and HSBC Bank USA, N.A. as custodian.

         9. The Closing Memorandum, dated ______, 2003, between the Sponsor, the
Trustee and Bear Hunter Structured Products Trading, LLC relating to the
formation of the Trust and the initial issuance of the Shares.

         10. The form of global certificate of ownership of the Shares to be
issued under the Trust Indenture.

         11. A certificate of an authorized officer of the Sponsor with respect
to certain factual matters contained therein.

         12. Such other pertinent records or documents as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.

         In such examination, we have assumed the following: (i) the
authenticity of original documents and the genuineness of all signatures; (ii)
the conformity to the originals of all documents submitted to us as copies; and
(iii) the truth, accuracy and completeness of the information, representations
and warranties contained in the records, documents, instruments and certificates
we have reviewed.

         In rendering the opinions contained herein, we have relied with respect
to certain factual matters solely upon the representatives, certifications and
other information contained in the documents listed in the second paragraph of
this letter. We have not made or undertaken to make any independent
investigation to establish or verify the accuracy or completeness of such
factual representations, certifications and other information. The opinions set
forth below are also based on the following assumptions: (i) the Trust has been
duly formed and is validly existing as a trust under the laws of the State of
New York; and (ii) the Registration Statement has been declared effective under
the 1933 Act.

         We express no opinion as to matters of law in jurisdictions other than
the State of New York and the United States.

         Except as otherwise expressly set forth in this letter, our opinions
are based solely upon the law and the facts as they exist on the date hereof and
we undertake no, and disclaim any,




World Gold Trust Services, LLC


obligation to advise you of any subsequent change in law or facts or
circumstances which might affect any matter or opinion set forth herein.

         Based on the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Shares, when issued in accordance
with the terms of the Trust Indenture, including the receipt by the Trustee of
the consideration required for the issuance of Shares, will be duly and legally
issued and will be fully paid and non-assessable.

         This opinion letter is furnished by us, as counsel for the Sponsor,
solely for your benefit in connection with the formation of the Trust and the
issuance of the Shares and may not be used for any other purpose or relied upon
by any other person other than you, without our prior written consent.

         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the use of our name where it appears in the
Registration Statement and the Prospectus.


                          Very truly yours,



                          Carter Ledyard & Milburn LLP

EX-8.1

                          CARTER LEDYARD & MILBURN LLP
                               Counselors at Law

                                 2 Wall Street
                            New York, NY 10005-2072


570 Lexington Avenue           Tel (212) 732-3200          1401 Eye Street, N.W.
 New York, NY 10022            Fax (212) 732-3232           Washington, DC 20005
   (212) 371-2720                                              (202) 898-1515



                                                     _________, 2004

World Gold Trust Services, LLC
444 Madison Avenue
3rd Floor
New York, NY  10022

                      Re: StreetTRACKS(R) Gold Trust
                          REGISTRATION STATEMENT ON FORM S-1

Ladies and Gentlemen:

         We have acted as counsel for World Gold Trust Services, LLC, a Delaware
limited liability company (the "Company"), in connection with the preparation
and filing under the Securities Act of 1933, as amended (the "Securities Act"),
and the rules and regulations promulgated thereunder, a registration statement
on Form S-1 (Registration No. 333-105202), as amended by Amendments No. 1, No.
2, No. 3 and No. __ thereto (the "Registration Statement"), including the
prospectus constituting Part I of the Registration Statement (the "Prospectus").
The Registration Statement relates to the proposed issuance by the
StreetTRACKS(R) Gold Trust, an investment trust formed on _______, 2004 under
New York law pursuant to a Trust Indenture between the Company as Sponsor and
The Bank of New York as Trustee, of 60,400,000 shares, representing units of
fractional undivided beneficial interest in and ownership of such Trust (the
"Shares").

         We have examined the Prospectus and originals or copies, certified or
otherwise identified to our satisfaction, of all such agreements, certificates
and other statements of corporate officers and other representatives of the
Company, and such other documents, as we have deemed necessary as a basis for
this opinion. In such examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the originals of all documents submitted to us as copies. We
have, when relevant facts material to our opinion were not independently
established by us, relied, to the extent we deemed such reliance proper, upon
written or oral statements of officers and other representatives of the Company.

         Based on and subject to the foregoing, we advise you that to the extent
it describes conclusions as to U.S. federal tax law and subject to the
limitations and qualifications described therein, the material under the caption
"United States Federal Tax Consequences" in the Prospectus expresses our opinion
as to the material United States federal income tax consequences that generally
will apply under currently applicable law to the purchase, ownership






World Gold Trust Services, LLC


and disposition of Shares by a "US Shareholder" as defined in the material under
such caption, and as to certain United States federal income, gift and estate
tax consequences that may apply under currently applicable law to an investment
in Shares by a "Non-US Shareholder" as defined in the material under such
caption.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm in the material under
the captions "United States Federal Tax Consequences" and "Legal Matters" in the
said Prospectus.

                                            Very truly yours



                                            Carter Ledyard & Milburn LLP



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