8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 4, 2010

iShares^® COMEX^® Gold Trust

(Exact name of registrant as specified in its charter)

New York	001-32418	81-6124036
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

c/o BlackRock Asset Management International Inc.

400 Howard Street

San Francisco, California 94105

Attn: Product Management Team

Intermediary Investor and Exchange-Traded Products Department

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (415) 670-2000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On August 4, 2010, The Bank of New York Mellon (the “Trustee”) and JPMorgan Chase Bank, N.A., London Branch (“JPMorgan”), a custodian of the iShares® COMEX® Gold Trust (the “Trust”), under a custodian agreement (the “Custodian Agreement”) between the Trustee and JPMorgan, dated July 1, 2010, entered into an amendment to the Custodian Agreement (the “Amendment”) to assure that the account of the Trust has no more than 110 ounces of gold held in the Trust’s account at JPMorgan on an unallocated basis at the close of each business day of JPMorgan. A copy of the Amendment is filed herewith as Exhibit 10.1.

Similarly, The Bank of Nova Scotia, a Custodian of the Trust, has agreed to assure that the account of the Trust has no more than 110 ounces of gold held in the Trust’s account at The Bank of Nova Scotia on an unallocated basis at the close of each business day of The Bank of Nova Scotia.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 10.1 Amendment to Custodian Agreement between the Trustee and JPMorgan, dated July 1, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 9, 2010

iShares® COMEX® Gold Trust*
By:	BlackRock Asset Management International Inc.
By:	/s/ Geoffrey D. Flynn
Name:	Geoffrey D. Flynn
Title:	Managing Director
By:	/s/ Raman Suri
Name:	Raman Suri
Title:	Managing Director

* The registrant is a trust. The individual specified above is signing in his capacity as an officer and/or authorized signatory of BlackRock Asset Management International Inc., the sponsor of the trust.

EX-10.1

Exhibit 10.1

August 4, 2010

The Bank of New York Mellon 101 Barclay Street, 22-W New York, NY 10286 Attn: ADR Administration BlackRock Asset Management International Inc. 400 Howard Street San Francisco, CA 94105 Attn: Product Management Team - Intermediary Investors and Exchange-Traded Products Department

Re: iShares^® COMEX^® Gold Trust

Amendment No.1 to Custody Agreement dated as of July 1, 2010

Ladies and Gentlemen:

Reference is hereby made to the Custodian Agreement (the “Agreement”) dated as of July 1, 2010 between The Bank of New York Mellon, a New York banking corporation, in its capacity as the trustee of the iShares^® COMEX^® Gold Trust (the “Trust”) and JPMorgan Chase, N.A., a national banking association acting through its London branch, pursuant to which the latter was appointed as custodian for the Trust (in such capacity, the “Custodian”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

This letter will evidence our agreement, with effect from the date hereof, that the provisions of the Agreement and the Procedures notwithstanding, the Custodian will, at all times during the Covered Period, ensure that not more than 110 ounces of the Gold held by the Custodian under the Agreement may be held in the Unallocated Account and the entire remaining balance will be held in the Allocated Account.

Except as modified hereby, the Agreement shall continue in full force and effect.

This letter shall be governed by and construed pursuant to English law.

Kindly indicate your agreement with the foregoing by countersigning a copy of this letter in the space provided below.

Sincerely,

JPMorgan Chase Bank, N.A., London branch

By:	/s/ Andrew Lovell
Name:	Andrew Lovell
Title:	Vice President

Consented and agreed to,

The Bank of New York Mellon, in its capacity as the Trustee of the iShares® COMEX® Gold Trust,		BlackRock Asset Management International Inc., in its capacity as sponsor,
By:	/s/ Josef F. Keenan	By:	/s/ Darek Wojnar
Name:	Josef F. Keenan	Name:	Darek Wojnar
Title:	Managing Director	Title:	Managing Director
		By:	/s/ Jack Gee
		Name:	Jack Gee
		Title:	Managing Director