SPDR GOLD TRUST (Form: 10-K/A, Received: 10/10/2008 11:59:42)

STATE OF NEW YORK

COUNTY OF NEW YORK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2007


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-32356

streetTRACKS ^® GOLD TRUST

SPONSORED BY
WORLD GOLD TRUST SERVICES, LLC

(Exact name of registrant as specified in its charter)


New York		81-6124035
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o World Gold Trust Services, LLC

444 Madison Avenue, 3rd Floor

New York, New York 10022

(212) 317-3800

(Address of principal executive offices, telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


(Title of Each Class)		Name of Each Exchange on which Registered

streetTRACKS ^® GOLD Share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Aggregate market value of registrant’s common stock held by non-affiliates of the registrant, based upon the closing price of a share of the registrant’s common stock on March 30, 2007 as reported by the New York Stock Exchange on that date: $10,222,570,000.00

Number of shares of the registrant’s common stock outstanding as of November 19, 2007: 191,500,000

DOCUMENTS INCORPORATED BY REFERENCE: None

EXPLANATORY NOTE

On November 23, 2007, the registrant filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2007. The registrant hereby amends the original Annual Report on Form 10-K by filing new exhibits 4.1, 4.3, 10.1, 10.2, 10.4, 10.6, 10.7, 10.8, 10.9, 10.10 and 10.11 which are the executed versions of previously filed forms of such exhibits.

This Amendment No. 1 to the Annual Report on Form 10-K/A does not reflect events occurring after the filing of the original Annual Report on Form 10-K and, other than substituting exhibits 4.1, 4.3, 10.1, 10.2, 10.4, 10.6, 10.7, 10.8, 10.9, 10.10 and 10.11 for previously filed forms of such exhibits, does not modify or update the disclosures in the original Annual Report on Form 10-K in any way.

PART IV


Item 15.	*Exhibits and Financial Statement Schedules*


1.	Financial Statement

See Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein.


2.	Financial Statement Schedules

Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included.


3.	Exhibits


Exhibit
No.			Description

	4	.1	Trust Indenture, dated November 12, 2004.
	4	.2	Form of Participant Agreement heretofore filed as Exhibit 4.2 to the Trust’s Registration Statement on Form S-1, File No. 333-105202, is incorporated by reference.
	4	.3	Sponsor Payment and Reimbursement Agreement, dated November 12, 2004.
	10	.1	Allocated Bullion Account Agreement, dated November 12, 2004.
	10	.2	Unallocated Bullion Account Agreement, dated November 12, 2004.
	10	.3	Form of Participant Unallocated Bullion Account Agreement (included as Attachment B to the Form of Participant Agreement filed as Exhibit 4.2) heretofore filed as Exhibit 4.2 to the Trust’s Registration Statement on Form S-1, File No. 333-105202, is incorporated by reference.
	10	.4	Depository Agreement, dated November 11, 2004.
	10	.5	License Agreement heretofore filed as Exhibit 10.5 to the Trust’s Registration Statement on Form S-1, File No. 333-105202, is incorporated by reference.
	10	.6	Marketing Agent Agreement, dated November 16, 2004.
	10	.7	WGTS Funding Agreement, dated October 27, 2004.
	10	.8	WGC/WGTS License Agreement, dated November 16, 2004.
	10	.9	Marketing Agent License Agreement, dated November 16, 2004.
	10	.10	Marketing Agent Reimbursement Agreement, dated November 16, 2004.
	10	.11	Amendment No. 1 dated December 5, 2005 to the Allocated Bullion Account Agreement.
	23	.1	Consent of Deloitte & Touche LLP*
	31	.1	Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002*
	31	.2	Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002*
	32	.1	Certification Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002*
	32	.2	Certification Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002*


*		Previously Filed

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K/A to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized.

WORLD GOLD TRUST SERVICES, LLC

Sponsor of the streetTRACKS ^® Gold Trust

(Registrant)

/s/ James Burton

James Burton

Managing Director

(principal executive officer)

/s/ James Lowe

James Lowe

Chief Financial Officer and Treasurer

(principal financial officer and

principal accounting officer)

Date: October 10, 2008


*		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.

Exhibit 4.1

TRUST INDENTURE

streetTRACKS ^® GOLD TRUST

DATED AS OF NOVEMBER 12, 2004

between

WORLD GOLD TRUST SERVICES, LLC,
as Sponsor

and

THE BANK OF NEW YORK,
as Trustee

EFFECTIVE NOVEMBER 12, 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			17
Section 2.05. Creation Basket Gold Deposit Amount			17

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			21
Section 3.04. Reserve Account			22
Section 3.05. Certain Deductions and Distributions			22
Section 3.06. Statements and Reports			24
Section 3.07. Sale of Gold or other Property			24
Section 3.08. Counsel; Marketing Agent			25
Section 3.09. Notice to Sponsor			25
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			30

Section 4.01. Evaluation of Gold			30
Section 4.02. Responsibility of the Trustee for Evaluations			30

ARTICLE V TRUST EVALUATION AND REDEMPTION OF REDEMPTION BASKETS			30

Section 5.01. Trust Evaluation			30
Section 5.02. Redemption of Redemption Baskets			31
Section 5.03. Other Redemption Procedures			33

ARTICLE VI TRANSFER OF streetTRACKS ^® GOLD SHARES			33

Section 6.01. Transfer of streetTRACKS ^® Gold Shares			33

ARTICLE VII SPONSOR			33

Section 7.01. Responsibility and Duties			33
Section 7.02. Certain Matters Regarding Successor Sponsor			33


Section 7.03. Resignation of Sponsor; Successors			34
Section 7.04. Compensation of the Sponsor			34
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			44
Section 8.07. Qualifications of Trustee			46

ARTICLE IX TERMINATION			46

Section 9.01. Procedure Upon Termination			46
Section 9.02. Moneys to Be Held Without Interest to Beneficial Owners			48
Section 9.03. Dissolution of Sponsor Not to Terminate Trust			48

ARTICLE X MISCELLANEOUS PROVISIONS			48

Section 10.01. Amendment and Waiver			48
Section 10.02. Registration (Initial and Continuing) of streetTRACKS ^® Gold Shares; Certain Securities Law Filings			49
Section 10.03. License Agreement with the Licensor			49
Section 10.04. Right of Sponsor to Direct Trustee to Declare a Split of streetTRACKS ^® 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			54
Section 10.14. Headings			54
Section 10.15. Counterparts			54

TRUST INDENTURE

streetTRACKS ^® GOLD TRUST

Effective November 12, 2004

This Trust Indenture, dated as of November 12, 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 ^® 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 ^® 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.

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.

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 ^® 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,

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 ^® 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 November 3, 2004, 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.

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 ^® 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 ^® 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 period ending September 30 of each year. The Sponsor shall have the continuing right to select an alternate fiscal year.

Global Security.

The global certificate or certificates issued to the Depository as provided in the Depository Agreement, each of which shall be 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 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.

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 ^® 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 ^® Gold Share.

The value of an streetTRACKS ^® 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.

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.

The minimum number of streetTRACKS ^® 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 ^® Gold Share.

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 ^® 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 ^® Gold Shares redeemed as provided in Sections 5.02 and 5.03, and shall be increased by the number of any streetTRACKS ^® 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.

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 the services for the Trust as its Trustee specified in this Agreement, which services shall include the following:

	(1)		enter into the Custody Agreements with the Initial Custodian and discharge its duties thereunder;

	(2)		enter into a Participant Agreement with each Participant and discharge its responsibilities thereunder;

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

	(4)		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;

	(5)		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);

	(6)		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;

	(7)		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;

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

	(9)		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);

	(10)		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 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 ^® Gold Share, as described in Section 5.01;

	(11)		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)

	(12)		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);

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

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

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

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

	(17)		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;

	(18)		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;

	(19)		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;

	(20)		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;

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

	(22)		enter into and discharge its duties under the Reimbursement Agreements identified in Section 10.05; and

(23)

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.

Section 2.02. Initial Deposit, Declaration of Trust and Issuance of Initial Creation Baskets.

(a) The Trustee acknowledges that the Trustee (i) has received from the Initial Custodian confirmation that the Initial Custodian has credited the Initial Deposit to the Trust Unallocated Account and has transferred Gold to the Trust Allocated Account pursuant to Section 4.5 of the Trust Unallocated Account Agreement, and (ii) has received 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 ^® Gold Shares being declared effective, the Trustee will direct the Depository to credit to the Depositor identified in Schedule A the streetTRACKS ^® Gold Shares constituting the number of Creation Baskets identified in such Schedule A.

(c) The Sponsor shall enter into a Distribution Agreement with the Underwriter in the form annexed as Exhibit E-1 hereto concurrently with the execution of this Agreement. 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 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 ^® Gold Shares outstanding immediately before the Purchase Order Date, and then multiplied by the number of streetTRACKS ^® 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.

(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 ^® 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 ^® 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 ^® 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 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.

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 ^® 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 ^® 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 ^® 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 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 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 ^® 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 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, 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 ^® 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 .

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.

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 ^® Gold Shares;

	(11)		federal and state annual fees in keeping the registration of streetTRACKS ^® 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 ^® Gold Shares (including 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;

	(14)		reimbursement of the Underwriter and the Marketing Agent in respect of unpaid indemnification obligations of the Sponsor as provided in Section 10.05; and

	(15)		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 ^® Gold Share outstanding. The Trustee shall make distributions under this paragraph solely to the Depository as the registered holder of all streetTRACKS ^® 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.

(e) The Trustee will charge no fee and will assume the expense of operation (other than extraordinary expenses) of the Trust accrued through the day the streetTRACKS ^® Gold Shares commence trading on the Exchange. The Trustee and the Sponsor have entered into a separate agreement relating to payment by the Sponsor of compensation to the Trustee for the period described in the preceding sentence. If the Sponsor fails to pay the Trustee pursuant to such compensation agreement, the Trustee may recover the unpaid amounts from the assets of the Trust, and may sell Gold as necessary to provide funds therefor, provided, however, that, to the extent any such unpaid amounts are paid from the Trust, the Trust shall succeed to the rights of the Trustee against the Sponsor under the compensation agreement.

Section 3.06. Statements and Reports .

After the end of each Fiscal Year, the Sponsor shall cause to be prepared an annual report for the Trust containing financial statements prepared by the Trustee and audited by independent accountants designated by the Sponsor. The annual report shall be in such form and contain such information as shall be required by applicable laws, rules and regulations and may contain such additional information which the Sponsor determines shall be included. The annual report shall be filed with the SEC and such other regulatory agencies, and distributed to such persons and in such manner, as shall be required by applicable laws, rules and regulations. The cost of the preparation and distribution of the annual report shall be an expense of the Trust.

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 ^® 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-2 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. So long as the Marketing Agent Agreement with the Initial Marketing Agent shall be in effect, the name of the Trust shall be that identified in the preamble hereto, except to the extent the Sponsor and the Initial Marketing Agent shall otherwise determine.

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 ^® Gold Shares. streetTRACKS ^® Gold Shares will be represented the Global Security (which may consist of one or more certificates as required by the Depository), 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 ^® Gold Shares will be issued. The Global Security shall be in the form attached hereto as Exhibit D and shall represent such streetTRACKS ^® Gold Shares as shall be specified therein, and may provide that it shall represent the aggregate amount of outstanding streetTRACKS ^® Gold Shares from time to time endorsed thereon and that the aggregate amount of outstanding streetTRACKS ^® 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 ^® 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 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 ^® Gold Shares, the Depository will credit or debit, on its book-entry registration and transfer system, the amount of streetTRACKS ^{^®} 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 ^® 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 ^® 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 ^® Gold Shares a written confirmation relating to their purchase of streetTRACKS ^® Gold Shares.

(e) So long as Cede & Co., as nominee of the Depository, is the registered owner of streetTRACKS ^® Gold Shares, references herein to the registered or record owners of streetTRACKS ^® Gold Shares shall mean Cede & Co. and shall not mean the Beneficial Owners of streetTRACKS ^® Gold Shares. Beneficial Owners of streetTRACKS ^® Gold Shares will not be entitled to have streetTRACKS ^® 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 ^® Gold Shares under this Agreement. Accordingly, to exercise any rights of a holder of streetTRACKS ^{^®} 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 ^® 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 ^® Gold Shares through it, with each successive Indirect Participant continuing to notify each person holding streetTRACKS ^® 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 ^® Gold Shares is held.

(f) As described above, the Trustee will recognize the Depository or its nominee as the owner of all streetTRACKS ^® 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 ^® 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 ^® 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 ^® 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 ^® 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 ^® Gold Shares, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in streetTRACKS ^® 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 ^® 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 ^® 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.

(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 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 ^® 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 ^® Gold Share.”

Adjusted Net Asset Value, Net Asset Value and Net Asset Value per streetTRACKS ^® 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 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 ^® 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 ^® Gold Shares comprising the Suspended Redemption Order, the Trustee will settle the Suspended Redemption 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 ^® 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 ^® GOLD SHARES

Section 6.01. Transfer of streetTRACKS ^® Gold Shares .

Beneficial Owners that are not DTC Participants may transfer streetTRACKS ^® Gold Shares by instructing the DTC Participant or Indirect Participant holding the streetTRACKS ^® Gold Shares for such Beneficial Owner in accordance with standard securities industry practice. Beneficial Owners that are DTC Participants may transfer streetTRACKS ^® Gold Shares by instructing the Depository in accordance with the rules of the Depository and standard securities industry practice.

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 ^® 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 streetTRACKS ^® 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 ^® 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 hereunder 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. Each Sponsor Indemnified Party shall also be indemnified from the Trust and held harmless against any loss, liability or expense arising under the Distribution Agreement, the Marketing Agent Agreement or any Participant Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided the Sponsor by the Trustee. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such Sponsor Indemnified Party in defending itself against any such indemnified claim or liability. 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 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 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.

(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 ^® 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, 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 ^® 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 resolve disputes among third parties with respect to their interest in the Trust, Trust assets or any streetTRACKS ^® 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 ^® 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 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 ^® Gold Shares, or be an underwriter or dealer in respect of streetTRACKS ^® 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 ^® 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 ^® 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

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.

(e) When requested by the Sponsor, the Trustee will provide the Sponsor a list of the agreements entered into by the Trustee on behalf of the Trust and such other information as the Sponsor may reasonably request in order for the Sponsor to make the representations and certifications, and for Sponsor’s counsel to provide the opinions, required by the Marketing Agent Agreement, the Distribution Agreement and the Participant Agreement.

(f) The Trustee shall maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with this Agreement and the Trustee’s duties hereunder; (ii) transactions with respect to the Trust are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; and (iii) assets are held for the Trust by the Custodian in accordance with the Trust Indenture.

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 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 ^® 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 ^® 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 ^® 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 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 ^® 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 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.

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 ^® 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 30 Business Days after the date of this Agreement, the registration statement for the sale of the streetTRACKS ^® Gold Shares has not been declared effective; (ii) in the event that streetTRACKS ^® 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 Exchange ¹ ; (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 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;


¹		It is intended that streetTRACKS ^® Gold Shares will be listed for trading on the Exchange. Transactions involving streetTRACKS ^® Gold Shares in the public trading market will be subject to customary brokerage charges and commissions. There can be no assurance, however, that streetTRACKS ^® 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 ^® 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.

	(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 .

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.

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 ^® 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 ^® 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 ^® 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 ^® 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 ^® 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.

Section 10.02. Registration (Initial and Continuing) of streetTRACKS ^® 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 ^® 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 ^® 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 ^® 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 ^® 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 street TRACKS ^{^®} Gold Shares .

The Sponsor reserves the right to direct the Trustee to declare a split or reverse split in the number of streetTRACKS ^® Gold Shares outstanding and a corresponding change in the number of streetTRACKS ^® Gold Shares constituting a Creation Basket whenever the Sponsor believes that the per streetTRACKS ^® Gold Share price in the secondary market falls outside a desirable trading price.

Section 10.05. Indemnification of Underwriter, Initial Marketing Agent and Authorized Participants .

The Trustee is hereby directed to enter into, on behalf of the Trust, the following agreements:

(i) a Reimbursement Agreement with the Underwriter, in the form attached as Exhibit F-1, pursuant to which the Trustee, on behalf of the Trust, agrees to reimburse the each Indemnified Person specified in such Reimbursement Agreement, solely from and to the extent of the assets of the Trust, for any and all amounts payable by the Sponsor pursuant to Section 9(a)(i), (ii), (iii) and (iv) of the Distribution Agreement (including any amount in contribution thereof that may be owed to any of the Indemnified Persons pursuant to Section 9(c) thereof), to the extent the Sponsor has not directly paid such amounts within 30 days after such amounts have become due and the Underwriter has made demand to the Sponsor for payment of them under Section 9 of the Distribution Agreement and to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Underwriter in enforcing its rights under such Reimbursement Agreement;

(ii) a Reimbursement Agreement with the Initial Marketing Agent, in the form attached as Exhibit F-2, pursuant to which the Trustee agrees to reimburse each Indemnified Person specified in the Marketing Agent Agreement, solely from and to the extent of the assets of the Trust, for any and all amounts payable by the Sponsor pursuant to Section 7 of the Marketing Agent Agreement (including any amount in contribution thereof that may be owed to any of the Indemnified Persons pursuant to Section 7.4 thereof), to the extent the Sponsor has not directly paid such amounts within 30 days after such amounts have become due and the Initial Marketing Agent has made demand to the Sponsor for payment of them, and 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 such Reimbursement Agreement; and

(iii) the Participant Agreements, pursuant to Section 10(g) of which the Trustee agrees, solely from and to the extent of the assets of the Trust, to reimburse the Authorized Participant and such other persons as are specified in Section 10(b) of the Participant Agreement to the extent the Sponsor does not pay amounts required to be paid by the Sponsor under Section 10 of the Participant Agreement when due (including any amount in contribution thereof that may be owed to any Sponsor Indemnified Party pursuant to Section 10 thereof) and to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Authorized Participant and such persons as are specified in Section 10(b) in enforcing its rights under such Section.

The Sponsor hereby agrees that, to the extent the Trustee pays any amount in respect of the reimbursement obligations under the foregoing agreements, the Trustee, for the benefit of the Trust, shall be subrogated to and shall succeed to the rights of the party so reimbursed against the Sponsor.

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 or the earlier termination of the Marketing Agent 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 ^® 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 ^® Gold Shares owned beneficially by such Beneficial Owner, subject to the terms and conditions of this Agreement. Upon issuance as provided herein, streetTRACKS ^® Gold Shares shall be fully paid and non-assessable.

(b) Subject to and in accordance with Section 5.02 and 5.03, streetTRACKS ^® 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 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 ^® 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 ^® 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.

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 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 November 12, 2004.


		World Gold Trust Services, LLC

		By:		/s/ J. Stuart Thomas

		Title:		Managing Director
		Name:		J. Stuart Thomas

Sponsor


		The Bank of New York

		By:		/s/ Alfred Irving

		Title:		Vice-President
		Name:		Alfred Irving

Trustee

On the 9th day of November in the year 2004 before me the undersigned, a Notary Public in and for said State, personally appeared J. Stuart Thomas, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.


		/s/ Glen K. Westerback

		Notary Public

(Notarial Seal)

On the 12th day of November in the year 2004 before me the undersigned, a Notary Public in and for said State, personally appeared Alfred Irving, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.


		/s/ Stephen F. Lappert

		Notary Public

(Notarial Seal)

SCHEDULE A

Initial Deposit


Depositor Bear Hunter Structured	Creation Basket Deposit 30,000 Fine Ounces of Gold	Shares Issued 300,000
Products, LLC

A-1

Exhibit 4.3

PAYMENT AND REIMBURSEMENT AGREEMENT

This Payment and Reimbursement Agreement (“ Agreement ”) is dated as of November 12, 2004 and is between World Gold Trust Services, LLC, a Delaware limited liability company (“ Sponsor ”), and The Bank of New York, a New York banking corporation, in its capacity as trustee (“ Trustee ”) of the streetTRACKS ^® Gold Trust (“ Trust ”), a trust established pursuant to the Trust Indenture (“ Trust Indenture ”), dated as of November 12, 2004, between the Sponsor and the Trustee.

WHEREAS, pursuant to Section 3.05(e) of the Trust Indenture, the Trustee has agreed to charge no fee and to assume the expenses of the operation of the Trust (other than extraordinary expenses) accrued through the day the Trust’s streetTRACKS ^® Gold Shares commence trading on the New York Stock Exchange, Inc. (“ Reimbursement Period ”).

NOW, THEREFORE, in consideration of the foregoing recitals and the following agreements, the parties agree as follows:

1. Payment and Reimbursement . The Sponsor agrees (i) to pay to the Trustee the amount of the fee which would otherwise be payable to the Trustee under Section 8.04 of the Trust Indenture for the Reimbursement Period but for the operation of Section 3.05(e) of the Trust Indenture and (ii) to reimburse the Trustee for the expenses of the operation of the Trust which the Trustee assumes during the Reimbursement Period under Section 3.05(e) of the Trust Indenture.

2. Statements . The Trustee shall provide the Sponsor with a statement for the Reimbursement Period detailing the amounts to be paid or reimbursed to the Trustee under Section 1 above. Such statement shall set forth in reasonable specificity the amounts to be paid or reimbursed to the Trustee and the manner of calculation thereof. At the request of the Sponsor, the Trustee shall furnish to the Sponsor such additional documentation and information as may be necessary for the Sponsor to establish to its reasonable satisfaction that the Trustee is entitled to payment or reimbursement hereunder. The Sponsor shall pay to the Trustee the amounts identified for payment or reimbursement in the statement no later than thirty (30) days after receipt of such statement, unless part or all of such amounts is disputed by the Sponsor. Upon the Trustee’s receipt of the Sponsor’s written notice of the existence of disputed items in the statement, the parties shall in good faith attempt to resolve such disputed items within thirty (30) days after the Trustee’s receipt of such notice.

4. Miscellaneous .

(a) Entire Agreement; Amendments and Waiver . This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except in a writing executed by each of the parties hereto. No waiver of any of the provisions hereof shall be deemed or shall constitute a

-1-

waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

(b) Successors and Assigns; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by any party without the prior written consent of the other party and any purported assignment in violation of this provision shall be null and void.

(c) Governing Law . This Agreement has been executed and delivered in the State of New York, and shall be governed by and construed in accordance with the laws of the State of New York.

(d) Consent to Jurisdiction . Each party hereto irrevocably consents to the non-exclusive 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 hereto 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.

(e) Notices . All notices and other communications under this Agreement shall be in writing, signed by the party giving it, shall be deemed given, if delivered personally, when received, if sent by first class mail (postage prepaid), on the second business day after being mailed, or if sent by a recognized overnight courier (receipt confirmation received) or by facsimile (transmission confirmation received), on the next business day after being sent, and shall be sent to the parties at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):


	If to the Sponsor, to:		World Gold Trust Services, LLC
			444 Madison Avenue
			3 ^rd Floor
			New York, New York 10022
			Attention: J. Stuart Thomas
			Facsimile: (212) 688-0410

	If to the Trustee, to:		The Bank of New York
			2 Hanson Place
			Brooklyn, New York 11217
			Attention: ADR Administration
			Facsimile: 718-315-4881

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(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Trustee and the Sponsor have each caused this Agreement to be duly executed and delivered as of the date first above written.


		WORLD GOLD TRUST SERVICES, LLC

		By: Name:		/s/ J. Stuart Thomas J. Stuart Thomas
		Title:		Managing Director

		THE BANK OF NEW YORK, as Trustee

		By: Name:		/s/ Alfred Irving Alfred Irving
		Title:		Vice-President

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Exhibit 10.1

HSBC BANK USA, NATIONAL ASSOCIATION

and

The Bank of New York,
not in its individual capacity, but solely as
Trustee of the street tracks ^® Gold Trust

street tracks ^® Gold Trust

Allocated Bullion Account Agreement

THIS AGREEMENT is made on November 12, 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 street tracks ^® Gold Trust (the “ street tracks ^® 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.

streetTRACKS ^® Gold Trust
Allocated Bullion Account Agreement

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		“ 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 street tracks ^® Gold Trust.

		“ Trust Indenture ” means that certain Trust Indenture of street tracks ^® Gold Trust dated as of November 12, 2004, between World Gold Trust Services, LLC, as Sponsor, and The Bank of New York, as Trustee, effective November 12, 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.

streetTRACKS ^® Gold Trust
Allocated Bullion Account Agreement

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		“ 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

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		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 street tracks ^® 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

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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 street tracks ^® 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

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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 street tracks ^® 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.

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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

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		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):

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	(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.

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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 street tracks ^® 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 street tracks ^® Gold Trust as such Sponsor or underwriter.

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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 street tracks ^® 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 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 negligence, wilful default or fraud or that of such Custodian Indemnified Person.

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, except Custodian Indemnified Persons, 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 street tracks ^® Gold Trust or to limit the right of any successor Trustee of the street tracks ^® 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 street tracks ^® 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 street tracks ^® Gold Trust is terminated during that period.

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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 street tracks ^® Gold Trust is appointed before the end of the 90 Business Day period or a full liquidation of the street tracks ^® 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.

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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, including any successor trustees, 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.

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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.

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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

street TRACKS ^® Gold Trust
Allocated Bullion Account Agreement

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[Remainder of page intentionally left blank]

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Allocated Bullion Account Agreement

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Signed on behalf of
HSBC BANK USA, NATIONAL ASSOCIATION
by

Signature /s/ Chris W. Heyliger

Name Chris W. Heyliger
Title Authorised Signatory

Signature /s/ D. Rousos

Name D. Rousos
Title Authorised Signatory

Signed on behalf of
The Bank of New York,
not in its individual capacity, but solely as
Trustee of the street tracks ^® Gold Trust,
by

Signature /s/ Alfred Irving

Name Alfred Irving
Title Vice-President

02898.0007 #396811v18

Signature Page
streetTRACKS ^® Gold Trust
Allocated Bullion Account Agreement

Exhibit 10.2

HSBC BANK USA, NATIONAL ASSOCIATION

and

The Bank of New York ,
not in its individual capacity, but solely as
Trustee of the street TRACKS ^® Gold Trust

street TRACKS ^® Gold Trust

Unallocated Bullion Account Agreement

THIS AGREEMENT is made on November 12, 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 street TRACKS ^® Gold Trust (the “street TRACKS ^® 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

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		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 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 street TRACKS ^® Gold Trust.

		“ Trust Indenture ” means that certain Trust Indenture of street TRACKS ^® Gold Trust dated as of November 12, 2004, between World Gold Trust Services, LLC, as Sponsor, and The Bank of New York, as Trustee, effective November 12, 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

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		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.

		“ 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

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		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 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.

2.6		*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 street TRACKS ^® 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

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		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 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.

3.2		*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:

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	(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 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.

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Unallocated Bullion Account Agreement

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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 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 street TRACKS ^® 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.

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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.

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

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(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:

	(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).

8.2		*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.

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9.		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 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 street TRACKS ^® 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 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 negligence, willful default or fraud of that of such Custodian Indemnified Person.

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, except Custodian Indemnified Persons, 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

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		any successor Trustee of the street TRACKS ^® Gold Trust or to limit the right of any successor Trustee of the street TRACKS ^® 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 street TRACKS ^® 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.

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 street TRACKS ^® 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 street TRACKS ^® Gold Trust is appointed before the end of the 90 Business Day period or a full liquidation of the street TRACKS ^® 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

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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 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

street TRACKS ^® Gold Trust
Unallocated Bullion Account Agreement

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		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, including any successor trustees, 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 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

street TRACKS ^® Gold Trust
Unallocated Bullion Account Agreement

- 14 -

		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.

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.

street TRACKS ^® Gold Trust
Unallocated Bullion Account Agreement

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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.

street TRACKS ^® Gold Trust
Unallocated Bullion Account Agreement

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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]

street TRACKS ^® Gold Trust
Unallocated Bullion Account Agreement

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Signed on behalf of
HSBC BANK USA, NATIONAL ASSOCIATION by

Signature		/s/ Chris W. Heyliger
Name		Chris W. Heyliger
Title		Authorised Signatory

Signature		/s/ D. Rousos
Name		D. Rousos
Title		Authorised Signatory

Signed on behalf of
The Bank of New York,
not in its individual capacity, but solely as Trustee of the street TRACKS ^® Gold Trust, by

Signature		/s/ Alfred Irving
Name		Alfred Irving
Title		Vice-President

Signature Page
street TRACKS ^® Gold Trust
Unallocated Bullion Account Agreement

Exhibit 10.4

BOOK-ENTRY-ONLY CORPORATE EQUITY SECURITIES

LETTER OF REPRESENTATIONS
[To be Completed by Issuer and Agent]

streetTRACKS ^® Gold Trust

[Name of Issuer]

The Bank of New York

[Name of Agent]

November 11, 2004
[Date]

Attention: General Counsel’s Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099



		Re: streetTRACKS Gold Trust-863307104




		[Issue description, including CUSIP number (the “Securities”)]

Ladies and Gentlemen:

This letter sets forth our understanding with respect to certain matters relating to the Securities. Issuance of the Securities has been authorized pursuant to an offering document or other such agreement dated 11-15-04 (the “Document”). Issuer is selling the Securities to Bear Hunter (the “Initial Purchaser”) pursuant to the Document. Initial Purchaser shall take delivery of the Securities through The Depository Trust Company (“DTC”). Agent is acting as transfer agent, paying agent, and registrar with respect to the Securities.

To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with its Rules with respect to the Securities, Issuer and Agent make the following representations to DTC:

1. Prior to closing on the Securities on 11-15-04 there shall be deposited with DTC one or more Security certificates registered in the name of DTC’s nominee, Cede & Co., for each of the Securities with the offering value(s) set forth on Schedule A hereto, the total of which represents 100% of the offering value of such Securities. If, however, the aggregate offering value of the Securities exceeds $400 million, one certificate shall be issued with respect to each $400 million of offering value and an additional certificate shall be issued with respect to any remaining offering value. Each Security certificate shall bear the following legend:

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC’), to Issuer 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 requested 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.

Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE OTHER.]

[The Security certificate(s) shall remain in Agent’s custody as a “Balance Certificate” subject to the provisions of the Balance Certificate Agreement between Agent and DTC currently in effect.

On each day on which Agent is open for business and on which it receives an instruction originated by a DTC participant (“Participant”) through DTC’s Deposit/Withdrawal at Custodian (“DWAC”) system to increase the Participant’s account by a specified number of Securities (a “Deposit Instruction”), Agent shall, no later than 6:30 p.m. (Eastern Time) that day, either approve or cancel the Deposit Instruction through the DWAC system.

On each day on which Agent is open for business and on which it receives an instruction originated by a Participant through the DWAC system to decrease the Participant’s account by a specified number of Securities (a “Withdrawal Instruction”), Agent shall, no later than 6:30 p.m. (Eastern Time) that day, either approve or cancel the Withdrawal Instruction through the DWAC system.

Agent agrees that its approval of a Deposit or Withdrawal Instruction shall be deemed to be the receipt by DTC of a new reissued or reregistered certificated Security on registration of transfer to the name of Cede & Co. for the quantity of Securities evidenced by the Balance Certificate after the Deposit or Withdrawal Instruction is effected.]

~~[The Security certificate(s) shall be custodied with DTC.]~~

2. Issuer: (a) understands that DTC has no obligation to, and will not, communicate to its Participants or to any person having an interest in the Securities any information contained in the Security certificate(s); and (b) acknowledges that neither DTC’s Participants nor any person having an interest in the Securities shall be deemed to have notice of the provisions of the Security certificates(s) by virtue of submission of such certificate(s) to DTC.

3. In the event of any solicitation of consents from or voting by holders of the Securities, Issuer or Agent shall establish a record date for such purposes (with no provision for revocation of consents or votes by subsequent holders) and shall send notice of such record date to DTC no fewer than 15 calendar days in advance of such record date. Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC’s Reorganization Department at (212) 855-5181 or (212) 855-5182. If the party sending the notice does not receive a telecopy receipt from DTC confirming that the notice has been received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent to:

Manager, Reorganization Department
Reorganization Window
The Depository Trust Company
55 Water Street 50th floor
New York, NY 10041-0099

4. In the event of a stock split, recapitalization, conversion, or any similar transaction resulting in the cancellation of all or any part of the Securities represented thereby, Agent shall send DTC a notice of such event as soon as practicable, but in no event less than five business days prior to the effective date of such transaction. Notices pursuant to this Paragraph regarding stock splits shall be directed to DTC’s Dividend Department as indicated in Paragraph 6. All other notices pursuant to this Paragraph shall be directed to DTC’s Reorganization Department as also indicated in Paragraph 6.

5. In the event of a full or partial redemption, Issuer or Agent shall send a notice to DTC specifying: (a) the amount of the redemption or refunding; (b) in the case of a refunding, the maturity date(s) established under the refunding; and (c) the date such notice is to be distributed to Security holders (the “Publication Date”). Such notice shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC’s possession no later than the close of business on the business day before or, if possible, two business days before the Publication Date. Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a manifest or list of each CUSIP number submitted in that transmission. (The party sending such notice shall have a method to verify subsequently the use of such means and the timeliness of such notice.) The Publication Date shall be no fewer than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date that the proceeds are deposited in escrow.

Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC’s Call Notification Department at (516) 227-4164 or (516) 227-4190. If the party sending the notice does not receive a telecopy receipt from DTC confirming that the notice has been received, such party shall telephone (516) 2274070. Notices to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent to:

Manager, Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719

6. In the event of an offering or issuance of rights with respect to the Securities outstanding, Agent shall send DTC’s Dividend and Reorganization Departments a notice specifying: (a) the amount of and conditions, if any, applicable to such rights offering or issuance; (b) any applicable expiration or deadline date, or any date by which any action on the part of holders of such Securities is required; and (c) the Publication Date of such notice. The Publication Date will be as soon as practicable after the announcement by the Company of any such offering or issuance of rights with respect to the Securities outstanding. DTC requires that the Publication Date be no fewer than 30 days nor more than 60 days prior to the related payment date, distribution date, or issuance date, respectively. Notices to DTC pursuant to this Paragraph by telecopy shall be sent to DTC’s Dividend Department at (212) 855-4545, and receipt of such notices shall be confirmed by telephoning (212) 855-4530. Notices to DTC pursuant to this Paragraph, by mail or any other means, shall be sent to:

Supervisor, Stock Dividends
Dividend Department
The Depository Trust Company
55 Water Street 25th Floor
New York, NY 10041-0099

Notices to DTC pursuant to the above Paragraph by telecopy shall be sent to DTC’s Reorganization Department at (212) 855-5259, and receipt of such telecopy shall be confirmed by telephoning (212) 855-5260. Such notices to DTC pursuant to the above Paragraph, by mail or any other means, shall be sent to:

Supervisor, Rights Offerings
Reorganization Department
The Depository Trust Company
55 Water Street 50th Floor
New York, NY 10041-0099

7. In the event of an invitation to tender the Securities (including mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to Security holders specifying the terms of the tender and the Publication Date of such notice shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC’s possession no later than the close of business on

the business day before or, if possible, two business days before the Publication Date. Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a manifest or list of each CUSIP number submitted in that transmission. (The party sending such notice shall have a method to verify subsequently the use and timeliness of such notice). Notices to DTC pursuant to this Paragraph and notices of other corporate actions by telecopy shall be sent to DTC’s Reorganization Department at (212) 855-5488, and receipt of such notices shall be confirmed by telephoning (212) 855-5290. Notices to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent to the address indicated in Paragraph 3.

8. All notices and payment advices sent to DTC shall contain the CUSIP number of the Securities and an accompanying description of such Securities.

9. Issuer or Agent shall provide written notice of dividend payment information to DTC as soon as the information is available. Issuer or Agent shall provide such notice directly to DTC electronically, as previously arranged by Issuer or Agent and DTC. If electronic transmission has not been arranged, absent any other arrangements between Issuer or Agent and DTC, such information shall be sent by telecopy to DTC’s Dividend Department at (212) 855-4555 or (212) 855-4556. If the party sending the notice does not receive a telecopy receipt from DTC confirming that the notice has been received, such party shall telephone (212) 855-4550. Notices to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent to:

Manager, Announcements
Dividend Department
The Depository Trust Company
55 Water Street 25th Floor
New York, NY 10041-0099

10. Issuer or Agent shall notify DTC’s Dividend Department of any dividend payment date with regard to the Securities no later than the close of business preferably five, but no fewer than two, business days prior to such payment date. Agent shall include any available payment information at that time. Notices pursuant to this Paragraph shall be directed to DTC’s Dividend Department as indicated in Paragraph 9.

11. Dividend payments and cash distributions shall be received by Cede & Co. as nominee of DTC, or its registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all such dividend and distribution payments due Agent, or at such earlier time as may be required by Agent to guarantee that DTC shall receive payment in same-day funds no later than 2:30p.m. (Eastern Time) on the payment date. Absent any other arrangements between Issuer or Agent and DTC, such funds shall be wired to the Dividend Deposit Account number that will be stamped on the signature page hereof at the time DTC executes this Letter of Representations.

12. Issuer or Agent shall provide DTC, no later than 12:00 noon (Eastern Time) on the payment date, automated notification of CUSIP-level detail. If the circumstances prevent the funds paid to DTC from equaling the dollar amount associated with the detail payments by 12:00

noon (Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by either automated means or written format. Such reconciliation notice, if sent by telecopy to DTC’s Dividend Department, shall be directed to (212) 855-4633, and receipt of such reconciliation notice shall be confirmed by telephoning (212) 855-4430.

13. Redemption payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all such redemption payments due Agent, or at such earlier time as required by Agent to guarantee that DTC shall receive payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements between Agent and DTC, such funds shall be wired to the Redemption Deposit Account number that will be stamped on the signature page hereof at the time DTC executes this Letter of Representations.

14. Reorganization payments resulting from corporate actions (such as tender offers or mergers) shall be received by Cede & Co., as nominee of DTC, or its registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all such reorganization payments due Agent, or at such earlier time as required by Agent to guarantee that DTC shall receive payment in same-day funds no later than 2.30 p.m. (Eastern Time) on the payment date. Absent any other arrangements between Agent and DTC, such funds shall be wired to the Reorganization Deposit Account number that will be stamped on the signature page hereof at the time DTC executes this Letter of Representations.

15. DTC may direct Issuer or Agent to use any other number or address as the number or address to which notices or payments may be sent.

16. In the event of a redemption, acceleration, or any other similar transaction (e.g., tender made and accepted in response to Issuer’s or Agent’s invitation) necessitating a reduction in the aggregate principal amount of Securities outstanding or an advance refunding of part of the Securities outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue and authenticate a new Security certificate; or (b) may make an appropriate notation on the Security certificate indicating the date and amount of such reduction in the number of Securities outstanding, except in the case of final redemption, in which case the certificate will be presented to Issuer or Agent prior to payment, if required.

17. In the event that Issuer determines that beneficial owners of Securities shall be able to obtain certificated Securities, Issuer or Agent shall notify DTC of the availability of certificates. In such event, Issuer or Agent shall issue, transfer, and exchange certificates in appropriate amounts, as required by DTC and others.

18. DTC may discontinue providing its services as securities depository with respect to the Securities at any lime by giving reasonable notice to Issuer or Agent (at which time DTC will confirm with issuer or Agent the aggregate principal amount of Securities outstanding). Under

such circumstances, at DTC’s request, Issuer and Agent shall cooperate fully with DTC by taking appropriate action to make available one or more separate certificates evidencing Securities
to any Participant having Securities credited to its DTC accounts.

19. Nothing herein shall be deemed to require Agent to advance funds on behalf of Issuer.

20. This Letter of Representations may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts together shall constitute but one and the same instrument.

21. This Letter of Representations shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of law.

22. The sender of each notice delivered to DTC pursuant to this Letter of Representations is responsible for confirming that such notice was properly received by DTC.

23. Issuer recognizes that DTC does not in any way undertake to, and shall not have any responsibility to, monitor or ascertain the compliance of any transactions in the Securities with the following, as amended from time to time: (a) any exemptions from registration under the Securities Act of 1933; (b) the Investment Company Act of 1940; (c) the Employee Retirement Income Security Act of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any self-regulatory organizations (as defined under the Securities Exchange Act of 1934); or (f) any other local, state, or federal laws or regulations thereunder.

24. Issuer hereby authorizes DTC to provide to Agent listings of DTC Participants’ holdings, known as Security Position Listings (“SPLs”), with respect to the Securities from time to time at the request of the Agent. DTC charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall continue with respect to the Securities while any Securities are on deposit at DTC, until and unless Agent shall no longer be acting. In such event, Issuer shall provide DTC with similar evidence, satisfactory to DTC, of the authorization of any successor thereto so to act. Requests for SPLs shall be sent by telecopy to the Proxy Unit of DTC’s Reorganization Department at (212) 855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other means, shall be directed to:

Supervisor, Proxy Unit
Reorganization Department
The Depository Trust Company
55 Water Street 50th Floor
New York, NY 10041-0099

25. Issuer and Agent shall comply with the applicable requirements stated in DTC’s Operational Arrangements, as they may be amended from time to time. DTC’s Operational Arrangements are posted on DTC’s website at “www.DTC_org.”

26. The following rider(s), attached hereto, are hereby incorporated into this Letter of Representations:

NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC, AND CERTAIN RELATED MATTERS.


		Very truly yours,

		streetTRACKS Gold Trust
		By:		World Gold Trust Services, LLC [Issuer]

		By:		/s/ J. Stuart Thomas [Authorized Officer’s Signature]

				The Bank of New York
				[Trustee]

		By:		Alfred Irving [Authorized Officer’s Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY



		By:		/s/ Larry E. Thompson

		Funds should be wired to:

		The Chase Manhattan Bank
		ABA # 021 000 021
		For credit to a/c Cede & Co.
		c/o The Depository Trust Company

		[Select Appropriate Account]

		Dividend Deposit Account # 066-026776
		Redemption Deposit Account # 066-027306
		Reorganization Deposit Account # 066-027608


cc:		Underwriter Underwriter’s Counsel

SCHEDULE A




		[Describe Issue]


CUSIP Number	Share Total		Offering ($) Value
863307104		300,000	$	12,150,000

SCHEDULE B

SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE

(Prepared by OTC—bracketed material may be applicable only to certain issues)

1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $400 million, one certificate will be issued with respect to each $400 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of such issue.]

2. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, 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. DTC holds securities that its participants (“Direct Participants”) deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The Rules applicable to DTC and its Direct and Indirect Participants are on file with the Securities and Exchange Commission.

3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the security documents. Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners, or in the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them.]

[6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.]

7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Securities. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividends to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.

[9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to [Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent’s DTC account.]

10. DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Security certificates are required to be printed and delivered.

11. Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered.

12. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.

Exhibit 10.6

MARKETING AGENT AGREEMENT

MARKETING AGENT AGREEMENT (the “Agreement”) made as of November 16, 2004, by and between World Gold Trust Services, LLC, a Delaware limited liability company, as Sponsor of streetTRACKS ^® Gold Trust (the “Sponsor”) and State Street Global Markets, LLC, a Delaware limited liability company (the “Marketing Agent”).

W I T N E S S E T H :

WHEREAS, the streetTRACKS ^® Gold Trust is governed by the Trust Indenture dated as of the date hereof (the “Trust Indenture”) between the Sponsor and The Bank of New York, a New York banking corporation, not in its individual capacity, but solely as the trustee (the “Trustee”), pursuant to which the Trust will issue streetTRACKS ^® Gold Shares (the “Shares”), which represent units of fractional undivided beneficial interest in and ownership of the Trust, upon the deposit of gold with HSBC Bank USA, N.A., as custodian of the Trust.

WHEREAS, the Sponsor has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (Registration No. 333-105202) and amendments thereto, including as part thereof a prospectus, under the Securities Act of 1933, as amended (the “1933 Act”), the forms of which have heretofore been delivered to the Marketing Agent;

WHEREAS, pursuant to the Trust Indenture the Sponsor wishes to retain the Marketing Agent to provide certain assistance with respect to the marketing of the Shares and the development of other gold related exchange-traded funds;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Sponsor and the Marketing Agent hereby agree as follows:

Section 1
Definitions

1.1 Definitions . In addition to the other terms which are defined in this Agreement, the following terms shall have the following meanings assigned to them. All other capitalized terms used herein, but not otherwise defined herein, shall have the meanings assigned to such terms in the Trust Indenture.

“ Act ” means the Securities Act of 1933, as amended.

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.

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“ Business Day ” means any day that is not a Saturday, Sunday or a day on which banking institutions in New York, New York are not required to be open or the New York Stock Exchange, Inc. is not open for trading.

“ Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Distribution Agreement ” means the Distribution Agreement dated the date hereof, between the Sponsor and UBS.

“ ETF ” means (i) an open-ended trust, (ii) a unit investment trust, (iii) a mutual fund, (iv) a collective investment scheme or (v) any other investment company or pooled, collective or commingled investment vehicle that has the following characteristics: (a) the shares, units or similar interests therein are or will be listed and traded on an exchange or other secondary market or crossing facility, and (b) for which creation and/or redemption of shares is effected (1) in large aggregations (sometimes referred to as “baskets” or “blocks”) only, (2) by authorized participants, (3) through the transfer of the requisite amount and composition of the underlying assets, including, without limitation, assets such as gold or other commodities (also known as in-kind creation and redemption).

“ Governmental Entity ” means any supranational, national, state, local, foreign, political subdivision, court, administrative agency, commission or department or other governmental authority or instrumentality.

“ Law ” means any law, statute, treaty, rule, directive, regulation or guideline or Order of any Governmental Entity.

“ Orders ” means judgments, writs, decrees, compliance agreements, injunctions or orders of any Governmental Entity or arbitrator.

“ Person ” shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or another entity, including a Governmental Entity (or any department, agency or political subdivision thereof).

“ Preliminary Prospectus ” means the preliminary prospectus dated ___, 2004 relating to the Shares and any other prospectus dated prior to effectiveness of the Registration Statement relating to the Shares.

“ Prospectus ” means, except when otherwise specified, the prospectus, in the form filed by the Sponsor on behalf of the Trust with the Commission on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective.

“ Reimbursement Agreement ” means the Reimbursement Agreement dated as of the date hereof between the Marketing Agent and the Trustee

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“ Related Agreements ” means the Marketing Agent License and the WGC/WGTS License.

“ Related ETF ” means an ETF based significantly on the performance of gold bullion, involving, but not limited to, leverage, inverse performance, dividend and income products.

“ Representative ” means officers, directors, employees, agents, attorneys, accountants and financial advisors of a Person, as the case may be.

“ Registration Statement ” means, except when otherwise specified, the Trust’s registration statement on Form S-1 (File No. 333-105202) filed by the Sponsor with the Commission as amended when it becomes effective under the Act, including all documents filed as a part thereof.

“ Similar ETF ” means (a) an ETF or other exchange-traded security whose investment objective or investment method is tied to gold bullion or a derivative thereof and (b) both of the following conditions are fulfilled at any relevant date of calculation for such ETF: (i) eighty percent (80%) or more of the assets comprising the ETF are from gold or gold-indexed securities (for the avoidance of doubt, gold-indexed securities includes synthetic gold products and gold futures) and (ii) the index or other benchmark on which the ETF is based has a correlation (measured by an “r” squared coefficient) of 0.85 or greater (based on daily changes) to the performance of gold bullion over the previous three (3) year period.

“ UBS ” means UBS Securities LLC.

Section 2
Representations and Warranties of the Sponsor

2.1 Representations and Warranties of the Sponsor . The Sponsor, on its own behalf and in its capacity as sponsor of the Trust, represents and warrants to, and agrees with, the Marketing Agent that:

(a) At the time of purchase of the Shares by UBS under the Distribution Agreement, the Registration Statement shall have become effective and no stop order of the SEC with respect thereto has been issued and no proceedings for such purpose has been instituted or, to the Sponsor’s knowledge after due inquiry, is contemplated by the SEC; any Preliminary Prospectus provided to prospective investors, at the time of filing thereof, complied in all material respects to the requirements of the Act and the last Prospectus distributed in connection with the offering of the Shares purchased by UBS did not, as of its date, and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Registration Statement complies and will comply when it becomes effective and at the time of purchase of the Shares by UBS under the Distribution Agreement, in all material respects with the requirements of the Act and the Prospectus will comply, as of its date and at the time of purchase of the Shares by UBS under the Distribution Agreement, in all material respects with the requirements of the Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been and will be so

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described or filed; the conditions to the use of Form S-1 have been satisfied; the Registration Statement does not and will not when it becomes effective and at the time of purchase of the Shares by UBS under the Distribution Agreement contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus will not, as of its date and at the time of purchase of the Shares by UBS under the Distribution Agreement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in any Preliminary Prospectus, the Registration Statement or any Prospectus in reliance upon and in conformity with information concerning the Marketing Agent and furnished in writing by or on behalf of the Marketing Agent to the Sponsor expressly for use in the Registration Statement or such Prospectus; and neither the Sponsor nor the Trustee has distributed nor will distribute any offering material in connection with the offering or creation of the Shares purchased by UBS under the Distribution Agreement other than any Preliminary Prospectus provided to prospective investors, the Registration Statement or the Prospectus;

(b) as of the date of this Agreement, and as of the time of purchase of Shares by UBS under the Distribution Agreement, respectively, the statement of financial position as set forth in the section of the Registration Statement and the Prospectus entitled “Statement of Financial Condition” accurately reflects the financial condition of the Trust as of the date specified in such statement of financial position;

(c) at the time of purchase of Shares by UBS under the Distribution Agreement, the Trust has been duly formed and is validly existing as an investment trust under the laws of the State of New York, as described in the Registration Statement and the Prospectus, and the Trust Indenture authorizes the Trustee to issue and deliver the Shares to UBS under the Distribution Agreement as contemplated in the Registration Statement and the Prospectus;

(d) the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;

(e) the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification; and the Trust is not required to so qualify in any jurisdiction;

(f) complete and correct copies of the Trust Indenture, and any and all amendments thereto, have been delivered to the Marketing Agent, and no changes thereto will have been made prior to the time of purchase of Shares by UBS under the Distribution Agreement;

(g) at the time of purchase of the Shares by UBS under the Distribution Agreement, the Shares will have been duly and validly authorized and, when issued and delivered against payment therefor as provided in the Distribution Agreement, will be duly and validly issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;

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(h) at the time of purchase of the Shares by UBS under the Distribution Agreement, the Shares will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus and the holders of the Shares will not be subject to personal liability by reason of being such holders;

(i) this Agreement has been duly authorized, executed and delivered by the Sponsor and constitutes the valid and binding obligations of the Sponsor, enforceable against the Sponsor in accordance with its terms;

(j) neither the Sponsor nor the Trustee on behalf of the Trust is in breach or violation of or in default under (nor has any event occurred which with notice, lapse of time or both would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) its respective constitutive documents, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Sponsor or the Trustee on behalf of the Trust is a party or by which any of them or any of their properties may be bound or affected, and the execution, delivery and performance of this Agreement, the issuance and sale of Shares to UBS under the Distribution Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under), respectively, the amended and restated limited liability company agreement of the Sponsor or the Trust Indenture, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Sponsor or the Trustee on behalf of the Trust is a party or by which, respectively, the Sponsor or any of its properties or the Trustee or the property of the Trust may be bound or affected, or any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Sponsor, the Trust or the Trustee;

(k) no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares to UBS under the Distribution Agreement or the consummation by the Sponsor, the Trust and the Trustee on behalf of the Trust of the transactions contemplated by the Distribution Agreement other than registration of the Shares under the Act, which has been or will be effected, and any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered or under the rules and regulations of the National Association of Securities Dealers (the “NASD”);

(l) except as set forth in the Registration Statement and the Prospectus (i) no person has the right, contractual or otherwise, to cause the Trust to issue or sell to it any Shares or other equity interests of the Trust, and (ii) no person has the right to act as an underwriter or as a financial advisor to the Trust in connection with the offer and sale of the Shares, in the case of each of the foregoing clauses (i), and (ii), whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or otherwise; no person has the right, contractual or otherwise, to cause the Sponsor on behalf of the Trust or the Trust to

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register under the Act any other equity interests of the Trust, or to include any such shares or interests in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or otherwise;

(m) each of the Sponsor and the Trust has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, in order to conduct its respective business; neither the Sponsor nor the Trustee on behalf of the Trust is in violation of, or in default under, or has received notice of any proceedings relating to revocation or modification of, any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Sponsor or the Trustee on behalf of the Trust;

(n) all legal or governmental proceedings, affiliate transactions, off-balance sheet transactions, contracts, licenses, agreements, leases or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed as required;

(o) except as set forth in the Registration Statement and the Prospectus, there are no actions, suits, claims, investigations or proceedings pending or threatened or, to the Sponsor’s knowledge after due inquiry, contemplated to which the Sponsor, the Trust or the Trustee on behalf of the Trust, or (to the extent that is or could be material in the context of the offering and sale of the Shares to UBS under the Distribution Agreement) any of the Sponsor’s directors or officers, is or would be a party or of which any of their respective properties are or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency;

(p) Deloitte & Touche LLP, whose report on the audited financial statements of the Trust is filed with the Commission as part of the Registration Statement and the Prospectus, are independent public accountants as required by the Act;

(q) the audited financial statement included in the Prospectus, together with the related notes and schedules, presents fairly the financial position of the Trust as of the date indicated and has been prepared in compliance with the requirements of the Act and in conformity with generally accepted accounting principles; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement and the Prospectus that are not included as required; and the Trust does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement and the Prospectus;

(r) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, and prior to the purchase by UBS of Shares under the Distribution Agreement, there has not been (i) any material adverse change, or any development involving a prospective material adverse change affecting the Sponsor or the Trust, (ii) any transaction which is material to the Sponsor or the Trust taken as a whole, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Sponsor, the Trust or the

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Trustee on behalf of the Trust, which is material to the Trust, (iv) any change in the Shares purchased by UBS or outstanding indebtedness of the Sponsor or the Trust or (v) any dividend or distribution of any kind declared, paid or made on such Shares;

(s) the Trust is not and, after giving effect to the offering and sale of the Shares, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(t) except as set forth in the Registration Statement and the Prospectus, the Sponsor and the Trust own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), tradenames, copyrights, trade secrets and other proprietary information described in the Registration Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses , (collectively, “Intellectual Property”); (i) to the knowledge of the Sponsor or the Trust, there are no third parties who have or will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which is licensed to the Sponsor or the Trust; (ii) to the knowledge of the Sponsor or the Trust, there is no infringement by third parties of any Intellectual Property; (iii) there is no pending or, to the knowledge of the Sponsor or the Trust, threatened action, suit, proceeding or claim by others challenging the Sponsor’s or the Trust’s rights in or to any Intellectual Property, and the Sponsor and the Trust are unaware of any facts which could form a reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the Sponsor or the Trust, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property, other than the patents and patent applications licensed to the Sponsor by the Bank of New York, as to which the Sponsor and the Trust have no knowledge of any such pending or threatened claims, and the Sponsor and the Trust are unaware of any facts which could form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Sponsor or the Trust, threatened action, suit, proceeding or claim by others that the Sponsor or the Trust infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Sponsor and the Trust are unaware of any facts which could form a reasonable basis for any such claim; (vi) to the knowledge of the Sponsor or the Trust, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property; and (vii) to the knowledge of the Sponsor or the Trust, there is no prior art that may render any patent application licensed to the Sponsor by The Bank of New York unpatentable;

(u) all tax returns required to be filed by the Sponsor have been filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding) including any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities have been paid; and no tax returns or tax payments are due with respect to the Trust as of the date of this Agreement;

(v) neither the Sponsor nor the Trustee on behalf of the Trust has sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in, or filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Sponsor the Trustee on behalf of the Trust

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or any other party to any such contract or agreement;

(w) with respect to its activities on behalf of the Trust, as provided for in the Trust Indenture, the Trustee maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with the Trust Indenture and the Trustee’s duties thereunder; (ii) transactions with respect to the Trust are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; and (iii) assets are held for the Trust by the Custodian in accordance with the Trust Indenture;

(x) on behalf of the Trust, the Sponsor has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a14 and 15d-14 under the Exchange Act of 1934 (the “Exchange Act”), giving effect to the rules and regulations, and SEC staff interpretations (whether or not public), thereunder)); such disclosure controls and procedures are designed to ensure that material information relating to the Trust, is made known to the Sponsor, and such disclosure controls and procedures are effective to perform the functions for which they were established; on behalf of the Trust, the Sponsor has been advised of. (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Trust’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Trust’s internal controls; any material weaknesses in internal controls have been identified for the Trust’s auditors;

(y) any statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Sponsor believes to be reliable and accurate, and the Sponsor has obtained the written consent to the use of such data from such sources to the extent required; and

(z) neither the Sponsor, nor any of the Sponsor’s directors, members, officers, affiliates or controlling persons (but excluding the members of the World Gold Council and their controlling persons) nor the Trustee has taken, directly or indirectly, any action designed, or which has constituted or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security or asset of the Trust to facilitate the sale or resale of the Shares; and (cc) to the Sponsor’s knowledge after due inquiry, there are no affiliations or associations between any member of the NASD and any of the Sponsor’s officers, directors or 5% or greater securityholders, except as set forth in the Registration Statement and the Prospectus.

In addition, any certificate signed by any officer of the Sponsor and delivered to the Marketing Agent or counsel for the Marketing Agent in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby, to the Marketing Agent.

Section 3
Exclusive Marketing Agent and Structure of Trust

3.1 Appointment . Pursuant to Section 3.08 of the Trust Indenture, the Sponsor hereby

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appoints the Marketing Agent as the exclusive Marketing Agent for Shares on the terms and for the periods set forth in this Agreement, and the Marketing Agent hereby accepts such appointment and agrees to act in such capacity hereunder.

3.2 Name of the Trust; License . For the term of this Agreement, the Sponsor shall cause the name of the Trust to be “streetTRACKS ^® Gold Trust,” provided that the Marketing Agent or one of its Affiliates has granted to the Sponsor for the benefit of the Trust a non-exclusive license, dated as of the date hereof and substantially in the form of Exhibit A attached hereto (“ the Marketing Agent License ”), to use the “streetTRACKS ^® ” name in connection with the operation and marketing of the Trust.

3.3 Fee and Expenses.

(a) Marketing Agent Fee . The Marketing Agent shall be paid, solely from and to the extent of the assets of the Trust, for the services of the Marketing Agent and its Affiliates as marketing agent to the Trust hereunder, a fee from the Trust in an annual amount equal to fifteen basis points (0.15%) per annum of the daily Adjusted Net Asset Value of the Trust (as calculated pursuant to the Trust Indenture as in effect on the date hereof), subject to reduction as provided in Section 3.3(b) below. Such fee shall be computed and payable monthly in arrears.

(b) Expenses Cap . If, at the end of any month during the period beginning from the inception of the Trust until the seventh anniversary of the date of the Trust Indenture or upon the earlier termination of this Agreement, the estimated ordinary expenses of the Trust for such month (including the Marketing Agent’s fees hereunder and the Sponsor’s fees under the Trust Indenture 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 (as calculated pursuant to the Trust Indenture as in effect on the date hereof), the fees payable to the Sponsor and the Marketing Agent for such month shall be reduced by the amount of such excess in equal shares up to the amount of such fees.

3.4 WGC/WGTS License . The Sponsor and World Gold Council, a not-for-profit association registered under Swiss laws and the parent of the Sponsor, have provided to the Marketing Agent and its Affiliates a non-exclusive license, dated as of the date hereof and substantially in the form of Exhibit B attached hereto, (“ WGC/WGTS License ”) to use certain intellectual property in connection with the marketing of the Trust and the Marketing Agent’s obligations hereunder.

3.5 Expenses . Except as otherwise expressly provided in this Agreement or the Related Agreements or agreed to in writing by the parties, each party hereto shall bear its own fees and expenses incurred in connection with this Agreement or the Related Agreements and the transactions contemplated hereby and thereby (including, without limitation, the legal, accounting and due diligence fees, costs and expenses incurred by such party).

Section 4
Covenants of the Sponsor

4.1 Certain Covenants of the Sponsor . The Sponsor, on its own behalf and in its capacity as sponsor of the Trust, covenants and agrees:

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(a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Trust shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares); and to promptly advise the Marketing Agent of the receipt by the Sponsor or the Trust of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(b) to take all necessary action to register an indefinite number of Shares under the 1933 Act, as amended and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register Shares under the 1933 Act to the end that all Shares will be properly registered under the 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement;

(c) to make available to the Marketing Agent, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Marketing Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent may request for the purposes contemplated by the 1933 Act; and in case the Marketing Agent is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the 1933 Act in connection with the sale of the Shares, the Sponsor will prepare, at the expense of the Trust, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the 1933 Act;

(d) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefor, to file a post-effective amendment removing any reference to the Marketing Agent thereunder;

(e) to prepare, at the expense of the Trust, such amendments or supplements to the Registration Statement or the Prospectus and to file such amendments or supplements with the Commission, when and as required, by the 1933 Act, the 1934 Act and the rules and regulations of the Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to provide the Marketing Agent and the Marketing Agent’s counsel copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order

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suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible;

(f) subject to Section 4.1(d) hereof, to file promptly all reports and any information statement required to be filed by the Trust with the Commission in order to comply with the Securities Exchange Act of 1934 (the “1934 Act”) subsequent to the date of the Prospectus and for so long as the term of this Agreement; and to provide the Marketing Agent and the Marketing Agent’s counsel with a copy of such reports and statements and other documents to be filed by the Trust pursuant to Section 13, 14 or 15(d) of the 1934 Act (excluding filings under Rule 12b-25) during such period for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing;

(g) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the 1933 Act;

(h) to advise the Marketing Agent promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that such Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, subject to Section 4.1(d) hereof, to prepare and furnish, at the expense of the Trust, to the Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change;

(i) to make generally available to the Trusts securityholders, and to deliver to the Marketing Agent, an earnings statement of the Trust (which will satisfy the provisions of Section 11(a) of the 1933 Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the 1933 Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than November 16, 2005;

(j) to furnish to the Trust’s securityholders and beneficial owners as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flow of the Trust for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants);

(k) to furnish to the Marketing Agent a copy the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto);

(l) to (1) furnish to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the Trust’s securityholders and beneficial owners or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with any national securities exchange on which any class of securities of the Trust is listed, and (iv) such other information as the Marketing

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Agent may reasonably request regarding the Trust and (2) make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate or trust documents and properties, and cause the officers, directors and employees of the Trustee, the Custodian and the Sponsor and the Trust’s attorneys and independent accountants to supply all information reasonably requested by the Marketing Agent, its attorneys, accounts and other advisors and agents;

(m) to use its best efforts to cause the Shares to be listed on the NYSE;

(n) to furnish to the Marketing Agent (i) at the time of the effectiveness of the Distribution Agreement and the purchase of the Shares by UBS, (ii) at each time the Registration Statement or the Prospectus is amended or supplemented, (iii) at each time the Trust files any report, statement or other document pursuant to Section 13, 14 or 15(d) (excluding filings required by Rule 12b-25) of the 1934 Act, and (iv) at such other times as the Marketing Agent reasonably requests, an opinion of Carter Ledyard & Milburn LLP, counsel for the Sponsor, addressed to the Marketing Agent and dated such dates in form and substance satisfactory to the Marketing Agent, stating that:

	1.		the Trust is validly existing as an investment trust under the laws of the State of New York, as described in the Registration Statement and the Prospectus, and the Trustee has all power and authority to issue and deliver the Shares as contemplated therein and to execute and deliver the Reimbursement Agreement;

	2.		the Sponsor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as described in the Registration Statement and the Prospectus and to execute and deliver this Agreement;

	3.		the Sponsor is duly qualified and is in good standing in each jurisdiction where the conduct of its business requires such qualification;

	4.		this Agreement has been duly authorized, executed and delivered by the Sponsor;

	5.		the Shares issuable by the Trust as described in the Registration Statement, when issued in accordance with the terms of the Trust Indenture as described in the Registration Statement, will have been duly authorized and validly issued and fully paid and nonassessable;

	6.		the Shares conform to the description thereof contained in the Registration Statement and the Prospectus;

	7.		the Registration Statement and the Prospectus (except as to the financial statements and schedules and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the 1933 Act;

	8.		the Registration Statement has become effective under the 1933 Act and, to such counsel’s knowledge, no stop order proceedings with respect thereto are pending

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			or threatened under the 1933 Act and any required filing of the Prospectus and any supplement thereto pursuant to Rule 424 under the 1933 Act has been made in the manner and within the time period required by such Rule 424;

	9.		no approval, authorization, consent or order of or filing with any federal, or New York State governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares and consummation by the Sponsor of the transactions contemplated in the Prospectus other than registration of the Shares under the 1933 Act (except such counsel need express no opinion as to any necessary qualification under the state securities or blue sky laws of any state or the laws of any jurisdictions outside the United States);

	10.		the execution, delivery and performance of this Agreement by the Sponsor, the issuance and delivery of the Shares by the Trust and the consummation by the Sponsor and the Trustee on behalf of the Trust of the transactions contemplated hereby do not and will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under) the amended and restated limited liability company agreement of the Sponsor or the Trust Indenture, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument known to such counsel after reasonable investigation (based on a certificate of an officer of the Sponsor) to which the Sponsor or the Trustee is a party or by which either of them or any of their respective properties may be bound or affected, or any federal, or New York State law, regulation or rule or any decree, judgment or order applicable to the Sponsor or the Trust and known to such counsel;

	11.		to such counsel’s knowledge, neither the Sponsor nor the Trust is in breach or violation of or in default under (nor has any event occurred which with notice, lapse of time, or both would result in any breach or violation of, or constitute a default under) their respective constitutive documents, or any federal or New York State law, regulation or rule applicable to the Sponsor or the Trust;

	12.		to such counsel’s knowledge, there are no affiliate transactions, off-balance sheet transactions, contracts, licenses, agreements, leases or documents of a character which are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been so described or filed;

	13.		to such counsel’s knowledge, there are no actions, suits, claims, investigations or proceedings pending, or threatened to which the Sponsor or the Trustee is or would be a party or to which any of their respective properties is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which are required to be described in the Registration Statement or the Prospectus but

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			are not so described;

	14.		the Trust is not and, after giving effect to the offering and sale of the Shares, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended; and

	15.		the information in the Registration Statement and the Prospectus under the headings “Risk Factors-Competing claims over ownership of intellectual property rights related to the Trust could adversely affect the Trust and an investment in the Shares,” “Business of the Trust-License Agreement,” “Description of the Shares,” “United States Federal Tax Consequences,” “Description of the Trust Indenture,” “Description of the Custody Agreements” and “Legal Proceedings” insofar as such statements constitute a summary of documents or matters of law are accurate in all material respects and present fairly the information required to be shown.

In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Sponsor, representatives of the independent public accountants of the Trust and representatives of UBS and the Marketing Agent at which the contents of the Registration Statement and the Prospectus were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except as and to the extent stated in subparagraphs (6) and (15) above), on the basis of the foregoing nothing has come to the attention of such counsel that causes them to believe that the Registration Statement or any amendment thereto at the time such Registration Statement or amendment became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus or any supplement thereto at the date of such Prospectus or such supplement, and at the time of purchase of the Shares by UBS under the Distribution Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial information included in the Registration Statement or the Prospectus);

(o) to cause Deloitte & Touche LLP to deliver to the Marketing Agent (i) at the time of the effectiveness of the Distribution Agreement and the purchase of the Shares by UBS, and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (B) a new Registration Statement is filed to register additional Shares in reliance on Rule 429, and there is financial information incorporated by reference into the Registration Statement or the Prospectus, letters dated such dates and addressed to the Marketing Agent, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus;

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(p) to deliver to the Marketing Agent (i) at the time of the effectiveness of the Distribution Agreement and the purchase of the Shares by UBS, (ii) at each time the Registration Statement or the Prospectus is amended or supplemented, (iii) at each time the Trust files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the 1934 Act (excluding filings required by Rule 12b-25), and (iv) at such other times as the Marketing Agent reasonably requests, an officer’s certificate in the form attached as Exhibit C hereto;

(q) to furnish to the Marketing Agent (i) at the time of the effectiveness of the Distribution Agreement and the purchase of the Shares by UBS under the Distribution Agreement, (ii) at each time the Registration Statement or the Prospectus is amended or supplemented, (iii) at each time the Trust files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the 1934 Act (excluding filings required by Rule 12b-25), and (iv) at such other times as the Marketing Agent reasonably requests, such other documents and certificates as of such dates as the Marketing Agent may reasonably request;

(r) to cause the Trustee to maintain a Custodian (as defined in the Trust Indenture) and an orderly procedure for the transfer and registration of the Shares;

(s) to cause the Trust to file a post-effective amendment to the Registration Statement no less frequently than once per calendar quarter on or about the same time that the Trust files a quarterly or annual report pursuant to Section 13 or 15(d) of the 1934 Act (including the information contained in such report), until such time as the Trust’s reports filed pursuant to Section 13 or 15(d) of the 1934 are incorporated by reference in the Registration Statement; and

(t) to deliver to the Marketing Agent at the time of the effectiveness of the Distribution Agreement and the purchase of the Shares by UBS a favorable opinion of Emmet Marvin & Martin LLP, counsel for the Trustee, addressed to the Marketing Agent and dated such dates in form and substance satisfactory to the Marketing Agent, stating that (i) each of the Trust Indenture and the Reimbursement Agreement has been duly authorized, executed and delivered by the Trustee and constitutes a valid and binding agreement of the Trustee enforceable against the Trustee in accordance with its terms, except as enforcement of it may be limited by (x) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general application relating to or affecting creditors’ rights, (y) general principles of equity and (z) the effect of public policy considerations or court decisions that may limit rights to obtain indemnification or contribution, (ii) upon delivery by the Trustee of Shares against the deposit of Gold in accordance with the provisions of the Trust Indenture, those Shares will be validly issued and will entitle the registered holders of those Shares to the rights specified in the Trust Indenture, and (iii) the Trustee has full power and authority to enter into and perform its obligations under the Trust Indenture and the Reimbursement Agreement.

For the purposes of this Section 4.1, the term “Registration Statement” shall mean the Registration Statement as amended or supplemented from time to time to and including the date as of which the relevant representation is made, and the term “Prospectus” shall mean the Prospectus as amended or supplemented from time to time to and including the date as of which the relevant representation is made.

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Section 5
Resource Commitments

5.1 Pre-Launch Development.

(a) The Sponsor and the Marketing Agent or one of its Affiliates will develop the Trust and its marketing plan prior to the effective date of the Registration Statement in accordance with the provisions of this Section 5.1 .

(b) The Sponsor and the Marketing Agent will use their commercially reasonable efforts to commit sufficient resources to:

	(i)		finalize the Registration Statement and the governing documents of the Trust and the Trust’s service providers, communicate with the Commission to obtain approval of the Registration Statement and the Trust’s no-action relief request letter and communicate with the NYSE to obtain approval of the listing of the Shares on the NYSE;

	(ii)		develop the content and information to be used on the Trust’s website; and

	(iii)		develop the marketing strategy for the Trust and the Shares in the United States.

5.2 Post-Launch Activities.

(a) The Sponsor and the Marketing Agent or one of its Affiliates will market the Trust and the Shares on an ongoing basis after the Registration Statement is declared effective and the Shares have been listed on the NYSE in accordance with the provisions of this Section 5.2 .

(b) Subject to necessary regulatory approvals and compliance with all applicable legal and regulatory requirements, the Marketing Agent and/or its Affiliates shall:

	(i)		include the Trust in the ETF family based marketing and advertising of the Marketing Agent;

	(ii)		in good faith, and subject to existing market conditions, use commercially-reasonable efforts to market the Trust (with due regard to the Marketing Agent’s efforts with respect to other comparably sized and revenue generating ETFs marketed by the Marketing Agent);

	(iii)		ensure that the ETF road shows or presentations of the Marketing Agent include the Trust at least as prominently as other comparably-sized and revenue generating ETFs or future commodity-linked products marketed by them;

	(iv)		include gold in strategic and tactical ETF research of the Marketing Agent; and

	(v)		incorporate the Trust into the “streetTRACKS” website and into any ETF-related

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asset allocation model of the Marketing Agent and its Affiliates.

(c) The Marketing Agent shall provide the Sponsor with copies of all written marketing materials distributed by it and its Affiliates connected with the Trust.

5.3 Joint Reviews .

(a) In order to oversee the pre-launch development and post- launch performance of the Trust on a regular basis, the parties shall:

	(i)		conduct at least once each calendar quarter in which the annual review described in clause (ii) below is not conducted, a review of the performance of the Trust, with such review to include the senior management of the Sponsor and the senior management of the Marketing Agent and to cover such topics as asset growth/decline, sales strategy, new business efforts, new product initiatives and stock exchange trading activity; and

	(ii)		conduct at least once each calendar year, a review of the overall performance of the Trust, which will include a review of the most recent quarterly period, with such review to include the chief executive officer of the Sponsor and senior management of the Marketing Agent and to cover such topics as strategic direction and new business initiatives.

(b) Prior to each of the quarterly and annual review which will take place pursuant to this Section 5.3 , the Sponsor and the Marketing Agent will jointly prepare and circulate among the parties, a report covering the quarterly or annual period which is the subject of each review, with such report to cover such topics described above.

5.4 Information Provided to Marketing Agent . In performing its duties hereunder the Marketing Agent shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Trustee or the Sponsor and their respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Marketing Agent against any liability to the Trustee, the Sponsor, the Trust or the Trust’s beneficial owners to which the Marketing Agent would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

5.5 Conditions to Marketing Agent’s Obligations . The obligations of the Marketing Agent hereunder is subject in the Marketing Agent’s discretion, to the condition that (i) all representations and warranties and other statements of the Sponsor herein or delivered pursuant hereto, and all representations and warranties of the Trustee in the Reimbursement Agreement be true and correct (a) at and as of the date made, (b) at the time of the effectiveness of the

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Distribution Agreement and the purchase of the Shares by UBS, (c) at each time the Registration Statement or the Prospectus is amended or supplemented, (d) at each time the Trust files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the 1934 Act (excluding filings under Rule 12b-25), (e) at each time the Trust issues any Shares and (f) at such other times the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the Sponsor agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date), (ii) the Sponsor shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all respects and (iii) the Trustee shall have performed all of its covenants, agreements and obligations under the Reimbursement Agreement theretofore to be performed in all respects. The respective indemnities, agreements, representations, warranties and other statements by the Sponsor set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Marketing Agent or any controlling person of the Marketing Agent, or the Sponsor or the Trustee, or any officer or director or any controlling person thereof, and shall survive the execution, delivery, performance and termination of this Agreement.

Section 6
Similar ETFs and Related ETFs; Other Agreements

6.1 Sponsor’s Related ETF and Similar ETF Obligations . At any time during the Term (as defined below) when the Sponsor has an idea for a Similar ETF or Related ETF, the Sponsor shall present such idea in a reasonably detailed writing to the Marketing Agent and, subject to the Marketing Agent’s approval of such Similar ETF or Related ETF, the parties will negotiate in good faith to jointly develop such Similar ETF or Related ETF and will not launch such Similar ETF or Related ETF with a third party. If the Marketing Agent does not approve such Similar ETF or Related ETF within forty-five (45) calendar days after the Sponsor has brought the idea for such Similar ETF or Related ETF to the Marketing Agent, Sponsor will be free to work by itself or with third parties on such Similar ETF or Related ETF on terms that are substantially similar as those under which the parties had discussed. If, with respect to any Similar ETF or Related ETF which the Sponsor has agreed to develop with the Marketing Agent, a registration statement has not been filed for such Similar ETF or Related ETF with the Commission or the Sponsor and Marketing Agent are not able to agree on terms for such Similar ETF or Related ETF within one-hundred-eighty (180) days after the Sponsor has brought the idea for such Similar ETF or Related ETF to the Marketing Agent, the Sponsor will be free to work by itself or with third parties on such Similar ETF or Related ETF on such terms as they think desirable unless (i) the Sponsor has been the principal cause as to why no such registration statement was filed within such onehundred-eighty (180) day period or (ii) the Marketing Agent elects by written notice to the Sponsor within ten (10) days after the end of such one-hundred-eighty (180) day period to continue the development of such Similar ETF or Related ETF with the Sponsor. If the Marketing Agent makes the foregoing election and such Similar ETF or Related ETF has not been launched or Sponsor and the Marketing Agent are not able to agree on terms for such Similar ETF or Related ETF within one-hundred-eighty (180) additional days, both parties will be free to work by themselves or with third parties on such Similar ETF or

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Related ETF on such terms as they think desirable, provided that a party which has been the principal cause as to why such Similar ETF or Related ETF has not been launched in such one-hundred-eighty (180) day period may not so work with third parties. The foregoing agreements in this Section 6.1 shall only apply to Similar ETFs and Related ETFs which will be organized in the United States.

6.2 Marketing Agent’s Related ETF and Similar ETF Obligations . At any time during the Term when the Marketing Agent or its Affiliates has an idea for a Similar ETF or Related ETF, the Marketing Agent shall present such idea in reasonably detailed writing to the Sponsor and, subject to the Sponsor’s approval of such Similar ETF or Related ETF, the parties will negotiate in good faith to jointly develop such Similar ETF or Related ETF and will not launch such Similar ETF or Related ETF with a third party. If the Sponsor does not approve such Similar ETF or Related ETF within forty-five (45) calendar days after the Marketing Agent has brought the idea for such Similar ETF or Related ETF to the Sponsor, the Marketing Agent will be free to work by itself or with third parties on such Similar ETF or Related ETF on terms that are substantially similar as those under which the parties had discussed. If, with respect to any Similar ETF or Related ETF which the Marketing Agent has agreed to develop with the Sponsor, a registration statement has not been filed for such Similar ETF or Related ETF with the Commission or the Sponsor and Marketing Agent are not able to agree on terms for such Similar ETF or Related ETF within one-hundred-eighty (180) days after the Marketing Agent has brought the idea for such Similar ETF or Related ETF to the Sponsor, the Marketing Agent will be free to work by itself or with third parties on such Similar ETF or Related ETF on such terms as it thinks desirable unless (i) the Marketing Agent has been the principal cause as to why no such registration statement was filed within such one-hundred-eighty (180) day period or (ii) the Sponsor elects by written notice to the Marketing Agent within ten (10) days after the end of such one-hundred-eighty (180) day period to continue the development of such Similar ETF or Related ETF with the Marketing Agent. If the Marketing Agent makes the foregoing election and such Similar ETF or Related ETF has not been launched or the Sponsor and the Marketing Agent are not able to agree on terms for such Similar ETF or Related ETF within one-hundred eighty (180) additional days, both parties will be free to work by themselves or with third parties on such Similar ETF or Related ETF on such terms as they think desirable, provided that a party which has been the principal cause as to why such Similar ETF or Related ETF has not been launched in such one-hundred-eighty (180) day period may not so work with third parties. The foregoing agreements in this Section 6.2 shall only apply to Similar ETFs and Related ETFs which will be organized in the United States.

6.3 Development Efforts; Status After Termination .

(a) The Marketing Agent and Sponsor shall use their commercially reasonable efforts to develop any Related ETFs or Similar ETFs which the parties have agreed to develop pursuant to Section 6.1 or Section 6.2 . For the avoidance of doubt, unless otherwise agreed to in writing by the parties, the parties shall bear their own costs and expenses connected with any such development.

(b) If at the time of the termination of this Agreement a registration statement or similar document has been formally filed with the SEC for any Similar ETF or Related ETF which the parties have agreed to develop pursuant to Section 6.1 or Section 6.2 , unless otherwise

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agreed to in writing signed by the parties, the parties shall cease such development and each party shall have the right to develop such Similar ETF or Related ETF on its own or with any third party.

6.4 Dual Listing Rights . The Marketing Agent and the Sponsor shall jointly negotiate any unlisted trading privileges (“UTP”) and dual listing rights relating to the Trust and any Similar ETF or Related ETF which they bring to market and determine the specialist for such rights. Any revenue derived from such listings will be shared equally between the Marketing Agent, on the one hand, and Sponsor, on the other.

6.5 Options and Derivatives . The Marketing Agent, on the one hand, and Sponsor, on the other hand, will share equally any and all fees earned from licensing the right to list option contracts and other exchange-traded derivatives that are specific to the Trust and to any Similar ETF or Related ETF which they bring to market.

6.6 Press Release . As soon as, and to the extent, legally permissible after the execution of this Agreement, the parties shall jointly issue a press release which has been or is approved by all parties announcing the execution of this Agreement and the commencement of negotiations on the international marketing agent agreement referred to in Section 8.5.

Section 7
Indemnification

7.1 Indemnification of Marketing Agent . The Sponsor agrees to indemnify, defend and hold harmless the Marketing Agent, its partners, stockholders, members, directors, officers and employees and any Affiliate of the foregoing, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Marketing Agent or any such person may incur under the 1933 Act, the 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon:

(a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended or supplement) or in a Prospectus (the term Prospectus for the purpose of this Section 7 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning the Marketing Agent furnished in writing by or on behalf of the Marketing Agent to the Sponsor expressly for use in such Registration Statement;

(b) any untrue statement or alleged untrue statement of a material fact or breach by the Sponsor of any representation or warranty contained in Section 2 hereof or in any certificate delivered by the Sponsor pursuant to paragraph (p) or (q) of Section 4.1 hereof;

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covenant contained herein;

(d) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided by the Sponsor or based upon written information furnished by or on behalf of the Sponsor or the Trustee including, without limitation, slides, videos, films or tape recordings used in connection with the marketing of the Shares;

(e) circumstances surrounding the third party allegations relating to patent and contract disputes as described in the sections of the Prospectus and the Registration Statement entitled “Risk Factors—Competing claims over ownership of intellectual property rights related to the Trust could adversely affect the Trust and an Investment in the Shares,” “Business of the Trust-License Agreement” and “Legal Proceedings”;

(f) the Marketing Agent’s performance of its duties under this Agreement except in the case of this clause (f), for any loss, damage, expense, liability or claim resulting from the gross negligence or willful misconduct of the Marketing Agent; provided, however, that the indemnity agreement contained in clause (a) above with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of the Marketing Agent (or to the benefit of any person controlling the Marketing Agent) from whom the person asserting any such loss, damage, expense, liability or claim purchased the Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission in any case where the Marketing Agent was required to send or give a copy of the Prospectus to such person by the 1933 Act, the Sponsor or the Trustee had notified the Marketing Agent of the amendment or supplement prior to the sending of the written confirmation of sale and the Marketing Agent failed to send or give a copy of the Prospectus to such person, unless the failure is the result of noncompliance by the Sponsor with paragraph (c) of Section 4.1 hereof.

In no case is the indemnity of the Sponsor in favor of the Marketing Agent and such other persons as are specified in this Section 7.1 to be deemed to protect the Marketing Agent and such persons against any liability to the Sponsor, the Trustee or the Trust to which the Marketing Agent would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

If any action, suit or proceeding (each, a “Proceeding”) is brought against the Marketing Agent or any such person in respect of which indemnity may be sought against the Sponsor pursuant to the foregoing paragraph, the Marketing Agent or such person shall promptly notify the Sponsor in writing of the institution of such Proceeding and the Sponsor shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Sponsor shall not relieve them from any liability which they may have to the Marketing Agent or any such person except to the extent that they have been materially prejudiced by such failure and has not otherwise learned of such Proceeding. The Marketing Agent or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Marketing Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Sponsor in connection with the defense of such Proceeding or the Sponsor shall not have, within a reasonable period of

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time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Sponsor (in which case the Sponsor shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Sponsor and paid as incurred (it being understood, however, that the Sponsor shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sponsor shall not be liable for any settlement of any Proceeding effected without the Sponsor’s written consent but if settled with the Sponsor’s written consent, the Sponsor agrees to indemnify and hold harmless the Marketing Agent and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 Business Days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

7.2 The Marketing Agent agrees to indemnify, defend and hold harmless each of the Sponsor and its partners, stockholders, members, directors, officers, employees and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Sponsor any such person may incur under the 1933 Act, the 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of the Marketing Agent to the Sponsor expressly for use in the Registration Statement (or in the Registration Statement as amended or supplemented by any post-effective amendment thereof) or in a Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading.

If any Proceeding is brought against the Sponsor or any person referred to in the preceding paragraph in respect of which indemnity may be sought against the Marketing Agent pursuant to the foregoing paragraph, the Sponsor or such person shall promptly notify the Marketing Agent in writing of the institution of such Proceeding and the Marketing Agent shall

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assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Marketing Agent shall not relieve the Marketing Agent from any liability which the Marketing Agent may have to the Sponsor or any such person or otherwise. The Sponsor or such person shall have the right to employ their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sponsor or such person unless the employment of such counsel shall have been authorized in writing by the Marketing Agent in connection with the defense of such Proceeding or the Marketing Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Marketing Agent (in which case the Marketing Agent shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Marketing Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Marketing Agent), in any of which events such fees and expenses shall be borne by the Marketing Agent and paid as incurred (it being understood, however, that the Marketing Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Marketing Agent shall not be liable for any settlement of any such Proceeding effected without the written consent of the Marketing Agent but if settled with the written consent of the Marketing Agent, the Marketing Agent agrees to indemnify and hold harmless the Sponsor and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 Business Days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding.

7.3 If the indemnification provided for in this Section 7 is unavailable to an indemnified party under Sections 7.1 or 7.2 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Sponsor and the Trust, on the one hand, and the Marketing Agent, on the other hand, from the services provided hereunder or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)

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above but also the relative fault of the Sponsor and the Trust on the one hand and of the Marketing Agent on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Sponsor and the Trust on the one hand and the Marketing Agent on the other shall be deemed to be in the same respective proportions as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Trust, plus the fees received by the Sponsor, on the one hand, and the total fees received by the Marketing Agent, on the other hand, bear to the aggregate public offering price of the Shares. The relative fault of the Sponsor and the Trust on the one hand and of the Marketing Agent on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Sponsor, the Marketing Agent and the Trust or by the Marketing Agent and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this Section 7.3 shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.

7.4 The Sponsor and the Marketing Agent agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7.3 above. Notwithstanding the provisions of this Section 7, the Marketing Agent shall not be required to contribute any amount in excess of the amount of the fees received by it hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

7.5 The indemnity and contribution agreements contained in this Section 7 and the covenants, warranties and representations of the Sponsor contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Marketing Agent, its partners, stockholders, members, directors, officers, employees and or any person (including each partner, stockholder, member, director, officer or employee of such person) who controls the Marketing Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, or by or on behalf of each of the Sponsor, the Trust, their partners, stockholders, members, directors, officers, employees or any person who controls the Sponsor or the Trust within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and shall survive any termination of this Agreement or the initial issuance and delivery of the Shares. The Sponsor and the Marketing Agent agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Sponsor, against any of the Sponsor’s officers or directors in connection with the issuance and sale of the Shares, or in connection. with the Registration Statement or the Prospectus.

7.6 The statements set forth in the first paragraph under the caption “The Marketing Agent” in the Prospectus constitute the only information furnished by or on behalf of the Marketing Agent as such information is referred to in Sections 2.1 and 7.1 hereof.

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Section 8
Duration

8.1 Duration . This Agreement shall become effective on the date hereof and continue for an initial term of seven (7) years from the date of this Agreement and will include any renewal term of this Agreement and will last until the expiration of this Agreement or the earlier termination of this Agreement in accordance with its terms (the “Term”). This Agreement will automatically be renewed for successive three (3) year periods unless, no later than thirty (30) calendar days prior to the end of the then-current Term, either the Marketing Agent, on the one hand, or the Sponsor, on the other hand, elects to terminate this Agreement by delivering written notice thereof to the other party; provided that if the Sponsor is the terminating party, the Sponsor shall pay to the Marketing Agent an amount equal to the present fair market value of the future payments the Marketing Agent would otherwise receive over the subsequent ten (10) year period, determined by an independent third party in accordance with Section 8.4 hereunder. Notwithstanding the foregoing, this Agreement may be terminated by any party upon written notice to the other parties if (a) the Trust is terminated pursuant to the Trust Indenture, (b) any other party becomes insolvent or bankrupt or files a voluntary petition, or is subject to an involuntary petition, in bankruptcy or attempts to or makes an assignment for the benefit of its creditors or consents to the appointment of a trustee or receiver, provided that the Sponsor may not terminate this Agreement pursuant to this provision if the event relates to the Sponsor, the Trust or the Trustee or (c) any other party willfully and materially breaches its obligations under this Agreement and such breach has not been cured to the reasonable satisfaction of the non-breaching party prior to the expiration of ninety (90) days after notice by the non-breaching party to the breaching party of such breach.

8.2 Sponsor Buy-Out Options .

(a) If the Trust’s average assets under management do not exceed (i) $1.25 billion for the thirty (30) day period prior to the end of the first year of the Trust’s operations (“ First Benchmark ”), (ii) $2.25 billion for the thirty (30) day period prior to the end of the third year of Trust’s operations (“ Second Benchmark ”), or (iii) $3.0 billion for the thirty (30) day period prior to the end of the fifth year of the Trust’s operations (“ Third Benchmark ”), the Sponsor may within thirty (30) days after the end of each such year period:

(i)

elect by written notice to the Marketing Agent to terminate this Agreement by paying to the Marketing Agent one of the following payments:

	(A)		if the First Benchmark has not been exceeded, an amount equal to the present fair market value of the future payments the Marketing Agent and its Affiliates would otherwise receive from the Trust hereunder over the subsequent ten (10) year period, plus ten percent (10%) of such value;

	(B)		if the Second Benchmark has not been exceeded, an amount equal to the present fair market value of the future payments the Marketing Agent and its Affiliates would otherwise receive from

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			the Trust hereunder over the subsequent ten (10) year period, plus twenty percent (20%) of such value; or

	(C)		if the Third Benchmark has not been exceeded, an amount equal to the present fair market value of the future payments the Marketing Agent and its Affiliates would otherwise receive from the Trust hereunder over the subsequent ten (10) year period, plus thirty percent (30%) of such value;

			provided, that, if at the time of such election any Similar ETF or Related ETF has been listed on an exchange in the United States for more than a year and such Similar ETF or Related ETF is not Controlled or sponsored by the Sponsor, on the one hand, or the Marketing Agent or any of its Affiliates, on the other hand (a “Competing ETF” ), such election will not be available; or

	(ii)		elect by written notice to the Marketing Agent to terminate this Agreement by paying to the Marketing Agent an amount equal to the present fair market value of the future payments the Marketing Agent and its Affiliates would otherwise receive from the Trust hereunder over the subsequent ten (10) year period, provided that such election may only be made if the percentage growth in the Trust’s assets under management for the relevant year of the Trust’s operations are less than the percentage growth in the assets under management of any Competing ETF for the same twelve-month period represented by such year of the Trust’s operations.

(b) The Sponsor shall not have the right to terminate this Agreement even if the Trust’s average assets under management do not meet either the First Benchmark, the Second Benchmark or the Third Benchmark within the time periods referred to in Section 8.2(a) above if the percentage growth in the Trust’s assets under management for the relevant year of the Trust’s operations are equal to or greater than the percentage growth in the assets under management of any Competing ETF for the same twelve-month period represented by such year of the Trust’s operations.

(c) The calculation of any payments to be made under this Section 8.2 shall be made in accordance with Section 8.4 , and, upon the final determination of any such payment under Section 8.4 , such payment shall be paid to the Marketing Agent within thirty (30) days of such determination date.

(d) In connection with the making any such payment to the Marketing Agent under this Section 8.2 , this Agreement shall automatically terminate, and, for a period of one year following the date of such termination, the Marketing Agent shall not, and shall cause its Affiliates to not, directly or indirectly, develop or launch any Similar ETF in the United States without the prior written consent of Sponsor.

8.3 Resource Reduction Control . 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

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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.

8.4 Fair Market Value Determination .

(a) For payment amounts which are required to be calculated in accordance with this Section 8.4 (“ Payment Amount ”), the party responsible for the Payment Amount shall within 30 days of the creation of the obligation to make such payment by written notice to the other party designate a nationally recognized investment bank (“ Investment Bank ”). The designating party may not designate any investment bank (i) which would create a conflict of interest or (ii) which has provided to the designating party or its Affiliates in the two years preceding the designation, any services related to ETFs. Each party shall provide the Investment Bank, during normal business hours, with access to such personnel and records as the Investment Bank may reasonably request for the sole purpose of calculating the Payment Amount. As soon as practical (but in any event no later than 90 days after the date of its designation), the Investment Bank will provide each party which a statement of the calculation of the Payment Amount (“ Payment Statement ”), with such statement to reasonably detail the method of calculation of the Payment Amount.

(b) Following receipt of the Payment Statement, each party shall have a period of sixty (60) days to review the Payment Statement, during which period the parties and their advisors shall have the right to inspect the work papers generated by the Investment Bank in preparation of the Payment Statement. At or before the end of such sixty (60) day period, each party will each either (i) accept the Payment Statement in its entirety, or (ii) deliver to the other parties written notice and a written explanation of those items in the Payment Statement which are disputed, in which case the items so identified shall be deemed to be in dispute. Within a further period of thirty (30) days from the delivery of any such dispute notice or notices, the parties will attempt to resolve in good faith any disputed items. Failing such resolution, the unresolved disputed items will be referred within ten (10) Business Days for final binding resolution to an independent nationally-recognized firm of certified public accountants mutually acceptable to the parties or, if no such agreement is reached, such firm as shall be jointly designated within such ten (10) Business Day period for such purpose by the independent accountants of both parties (the “ Dispute Accountants ”). In such event, the Payment Amount will be deemed to be as determined by the Dispute Accountants within thirty (30) Business Days of such reference. The decision of the Dispute Accountants will be nonappealable and incontestable by any party and will not be subject to collateral attack for any reason.

(c) Sponsor, on the one hand, and the Marketing Agent, on the other hand, shall equally share the costs and expenses of the Investment Bank and any Dispute Accountants.

8.5 Option to Terminate Following the Failure to Conclude an International Marketing Agent Agreement . The World Gold Council and the Marketing Agent shall negotiate in good faith to conclude as soon as practical after the execution and delivery of this Agreement, but in any event within forty-five (45) days of the effectiveness of the Registration Statement, an international marketing agent agreement between the Marketing Agent and the World Gold Council (or its affiliate) relating to the distribution of Similar ETFs and Related ETFs outside the

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United States. In the event the World Gold Council and the Marketing Agent do not conclude such an international marketing agent agreement within forty-five (45) days after the effectiveness of the Registration Statement for any reason, then the Sponsor shall have the option, exercisable by written notice thereof to the Marketing Agent and the Trustee at any time during the period commencing on and including the forty-sixth (46th) day after effectiveness of the Registration Statement and ending on and including the ninetieth (90th) day after effectiveness of the Registration Statement (such period, the “ Exercise Period ”), to terminate this Agreement; provided that the World Gold Council and the Marketing Agent shall continue to negotiate in good faith during the Exercise Period until such time (if at all) that such option is exercised in order to conclude an international marketing agent agreement. If the Sponsor exercises its right to terminate the Marketing Agent Agreement pursuant to this Section, then (i) the Marketing Agent License and the WGC/WGTS License shall forthwith terminate in accordance with the terms and conditions of the Marketing Agent License and the WGC/WGTS License, respectively (including the survival provisions thereof), without the requirement of any notice or further action on the part of any of the Sponsor, the Council or the Marketing Agent, and the Sponsor shall immediately cease and desist (and shall cause the Trust to immediately cease and desist) from all use of the “streetTRACKS ^® ” mark and any other trade name or trademark then licensed under the Marketing Agent License; and (B) the Sponsor shall promptly (but in any event within five (5) business days or such shorter period as may be required by or advisable under applicable laws, rules and regulations) amend the then-current Registration Statement and Prospectus and effect such other filings with or submissions or notices to the SEC, any state securities commission, the New York Stock Exchange, the National Association of Securities Dealers and any other governmental authority or regulatory agency as may be required or advisable under applicable laws, rules or regulations in each case in a manner reasonably satisfactory to the Marketing Agent to reflect the termination of the Marketing Agent Agreement, the Marketing Agent License and the WGC/WGTS License, and to remove all references to “streetTRACKS ^® ”, “streetTRACKS ^® Gold Trust”, “streetTRACKS ^® Shares”, “State Street Global Markets, LLC”, “State Street Corporation” or any variation of the foregoing from the Registration Statement and Prospectus.

8.6 Consequences of Termination .

(a) Upon any termination of this Agreement, the following will occur:

	(i)		The Related Agreements shall each terminate in accordance with their terms;

	(ii)		The parties shall, as soon as practical; take such actions as may be necessary to change the name of the Trust from “streetTRACKS ^® Gold Trust” and to cease using the “street TRACKS ^® ” name for any other purpose connected with the Trust;

	(iii)		The Marketing Agent will no longer use the service marks Gold Trust and Gold Shares and may not use such service marks without the express written approval of the Sponsor; and

	(iv)		The parties shall cooperate reasonably with each other in connection with any

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notices or filings to be made with any governmental or regulatory body required as a result of such termination, including the filing of any supplement or amendment to the Registration Statement or Prospectus as a result of such termination.

(b) In the event of the expiration or termination of this Agreement, this Agreement shall be of no further force or effect, provided that such expiration or termination shall not affect any obligation or liability of a party for breach of any provisions of this Agreement prior to the date of such expiration or termination and that Sections 2, 3.3 (any fee due under such Section to be pro rated to the date of termination), 3.5, 5.5, 7, 9 and 10 of this Agreement will each survive the expiration or termination of this Agreement.

Section 9
Confidentiality

9.1 Confidentiality .

(a) The Sponsor and the Marketing Agent shall during the Term and for one (1) year thereafter maintain in confidence, use only for the purposes provided for in this Agreement and the Related Agreements, and not disclose to any third party, without first obtaining the other party’s consent in writing, any and all Confidential Information (as defined below) such party receives from the other party; provided, however, that either party may disclose Confidential Information received from the other party to those of its Representatives as may be necessary for such party to carry out its obligations under this Agreement and the Related Agreements. “ Confidential Information ” shall mean all information or data of a party that is disclosed to or received by the other party, whether orally, visually or in writing, in any form, including, without limitation, information or data which relates to such party’s business or operations, research and development, marketing plans or activities, or actual or potential products.

(b) Notwithstanding the provisions of this Agreement to the contrary, a party shall have no liability to the other party for the disclosure or use of any Confidential Information of the other party if the Confidential Information:

	(i)		is known to such party at the time of disclosure other than as the result of a breach of this Section 9 by such party;

	(ii)		has been or becomes publicly known, other than as the result of a breach of this Section 9 by such party, or has been or is publicly disclosed by the other party;

	(iii)		is received by such party after the date of this Agreement from a third party (unless such third party breaches an obligation of confidentiality to the other party); or

	(iv)		is required to be disclosed by Law or similar compulsion or in connection with any legal proceeding, provided that such party shall promptly inform the other party in writing of such requirement and that such disclosure shall be limited to the extent so required and, except to the extent prohibited by Law, such party shall reasonably cooperate with the other party (at the expense of the other party)

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in seeking a protective order or other suitable confidentiality protections.

(c) The parties recognize and acknowledge that a breach or threatened breach by a party of the provisions of this Section 9 may cause irreparable and material loss and damage to the other party which cannot be adequately remedied at law and that, accordingly, in addition to, and not in lieu of, any damages or other remedy to which the non-breaching party may be entitled, the issuance of an injunction or other equitable remedy (without the requirement that a bond or other security be posted) is an appropriate remedy for the non-breaching party for any breach or threatened breach of the obligations set forth in this Section 9.

(d) Each party agrees that it will use the same degree of care, but no less than a reasonable degree of care, in safeguarding the Confidential Information of the other party as it uses for its own Confidential Information of a similar nature. Each party shall promptly notify the other party in writing of any misuse, misappropriation or unauthorized disclosure of the Confidential Information of the other party which may come to such party’s attention.

(e) Upon the termination of this Agreement, if requested in writing by the other party, each party shall, at such party’s option, promptly destroy or return to the other party all Confidential Information received from the other party, all copies and extracts of such Confidential Information and all documents or other media containing any such Confidential Information.

Section 10
Miscellaneous

10.1 No Third Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any Person other than the parties hereto, the indemnities referred to in this Agreement and their respective successors and assigns.

10.2 Entire Agreement . This Agreement and the Related Agreements (including any schedules and exhibits attached hereto and thereto) contain all of the agreements among the parties hereto and thereto with respect to the transactions contemplated hereby and thereby and supersede all prior agreements or understandings, whether written or oral, among the parties with respect thereto.

10.3 Amendment and Modification . This Agreement may be amended, modified or supplemented only by a written instrument executed by all the parties.

10.4 Successors and Assigns; Assignment . All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement shall not be assigned by any party without the prior written consent of the other parties and any assignment without such consent shall be null and void.

10.5 Waiver of Compliance . Except as otherwise provided in this Agreement, 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

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signed by the party granting such waiver, but any such 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 or breach.

10.6 Severability . The parties hereto desire that the provisions of this Agreement be enforced to the fullest extent permissible under the Law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

10.7 Notices . All notices, waivers, or other communications pursuant to this Agreement shall be in writing and shall be deemed to be sufficient if delivered personally, by facsimile (and, if sent by facsimile, followed by delivery by nationally-recognized express courier), sent by nationally-recognized express courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

	(a)		if to Sponsor, to: World Gold Trust Services, LLC 444 Madison Avenue New York, New York 10022 Attention: J. Stuart Thomas Telephone: (212) 317-3800 Facsimile: (212) 688-0410

	(b)		if to the Marketing Agent, to: State Street Global Markets, LLC One Lincoln Street Boston, Massachusetts 02111 Attention: Gus Fleites Telephone: 617 664 4489 Facsimile: 617 664 2669 and State Street Global Markets, LLC One Lincoln Street Boston, Massachusetts 02111 Attention: Bob Guerin Telephone: 617 664 5028 Facsimile: 617 664 2669

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All such notices and other communications shall be deemed to have been delivered and received (i) in the case of personal delivery or delivery by facsimile or email, on the date of such delivery if delivered during business hours on a Business Day or, if not delivered during business hours on a Business Day, the first Business Day thereafter, (ii) in the case of delivery by nationally-recognized express courier, on the first Business Day following dispatch, and (iii) in the case of mailing, on the third Business Day following such mailing.

10.8 Governing Law; Jurisdiction .

(a) All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York will control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

(b) Each party irrevocably consents and agrees, for the benefit of the other parties, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or any Related Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in the Borough of Manhattan, The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam , generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues. Each party irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or any Related Agreement or the transactions contemplated hereby or thereby which is instituted in any court of the State of New York or any court of the United States of America located in the Borough of Manhattan, The City of New York.

The provisions of this Section 10.8 shall survive any termination of this Agreement and the Related Agreements, in whole or in part.

10.9 No Partnership . Nothing in this Agreement is intended to, or will be construed to constitute the Sponsor or the Trust, on the one hand, and the Marketing Agent or any of its Affiliates, on the other hand, as partners or joint venturers; it being intended that the relationship between them will at all times be that of independent contractors.

10.10 Force Majeure . Neither party will be liable to any other party for any delay or failure to perform its obligations under this Agreement (except for the payment of money) if such delay or failure arises from or is due to any cause or causes beyond the reasonable control of the party affected which impedes, delays or aggravates any obligation under this Agreement, including, without limitation, acts of God, acts of any Governmental Entity, labor disturbances, act of terrorism or act of public enemy due to war, the outbreak or escalation of hostilities, riot, fire, flood, civil commotion, insurrection, severe or adverse weather conditions, power failure or

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computer or communications line failure.

10.11 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.

10.12 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.

10.13 Counterparts; Facsimile Signatures . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile counterpart signatures to this Agreement shall be acceptable and binding.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above.



		WORLD GOLD TRUST SERVICES, LLC

		By: Name:		/s/ J. Stuart Thomas J. Stuart Thomas
		Title:		Managing Director

		STATE STREET GLOBAL MARKETS, LLC

		By: Name:		/s/ Catherine R. Norcott Catherine R. Norcott
		Title:		Managing Director

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EXHIBIT A

MARKETING AGENT LICENSE

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EXHIBIT B

WGC/WGTS LICENSE

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EXHIBIT C

WORLD GOLD TRUST SERVICES, LLC

OFFICER’S CERTIFICATE

The undersigned, a duly authorized officer of World Gold Trust Services, LLC, a Delaware limited liability company (the “ Company ”), and pursuant to Section 4.1(p) of the Marketing Agent Agreement (the “ Agreement ”) dated as of November___, 2004, by and between the Company and State Street Global Markets, LLC, a Delaware limited liability company (the “ Marketing Agent ”), hereby certifies that:

	1.		Each of the representations and warranties of the Company contained in the Section 2.1 of the Agreement is true and correct in all material respects as if such representations and warranties were made as of the date hereof. For purposes of this paragraph, the term “Registration Statement” as used in Section 2.1 of the Agreement shall mean the Registration Statement as amended or supplemented from time to time to the date hereof, and the term “Prospectus” as used in Section 2.1 of the Agreement shall mean the Prospectus as amended or supplemented from time to time to the date hereof.”

	2.		Each of the obligations of the Company to be performed by it on or before the date hereof pursuant to the terms of the Agreement, and each of the provisions thereof to be complied with by the Company on or before the date hereof, has been duly performed and complied with in all material respects

Capitalized terms used, but not defined herein shall have the meaning assigned to such term in the Agreement.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, I have hereunto, on behalf of the Company, subscribed my name this day of November, 2004.

I, , in my capacity as [Vice President], hereby certify that [ ] is the duly elected [President] of the Company, and that the signature set forth immediately above is his genuine signature.

IN WITNESS WHEREOF , I have hereunto set my hand as of the date first set forth above.

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Exhibit 10.7

FUNDING AGREEMENT

This Funding Agreement (“Agreement“) is dated as of 27 October 2004 and is

BETWEEN

World Gold Council, an Association established under Swiss Law, of 55 Old Broad Street, London EC2M 1RX, England (“WGC”); and

World Gold Trust Services, LLC, a Delaware limited liability company, of 444 Madison Avenue, New York, NY 10022, USA (the “LLC”).

Term of Agreement

This Agreement will terminate on 31 December 2006, unless the parties agree, in writing, to an extension of this Agreement as described below.

Amount and Purpose of the Funding

WGC has paid to the LLC US$3,000,000 (“Funding Amount”). The Funding Amount is to be used by the LLC, exclusively, to cover its expenses of operation for the period 1 January 2005 to 31 December 2006. The Funding Amount will be placed on deposit by the LLC until required.

Repayment Terms

On 31 December 2006 the LLC will repay to WGC the amount, if any, by which its income for the period 1 January 2005 to 31 December 2006 exceeds its expenses of operation for such period, with such payment not to exceed the Funding Amount. The Funding Amount will be deemed to be included in the LLC’s income for such period. Any difference (if positive) between the Funding Amount and the amount so paid (such difference, the “Reduction Amount”) will be added to WGC’s equity holding in the LLC, unless the parties agree, in writing, to an extension of this Agreement for the purpose of allowing the LLC to repay the Reduction Amount to the extent the income of the LLC exceeds the LLC’s expenses of operation for the duration of such extension of this Agreement.

No Recourse

WGC shall have no recourse of any kind against the LLC for the Funding Amount or the Reduction Amount.

Interest

No interest will be charged on the Funding Amount or the Reduction Amount.

Governing Law

The laws of England will govern this Agreement and the parties agree to submit to the non-exclusive jurisdiction of the courts of England.

[Signature Page Follows]

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IN WITNESS whereof, the authorised representatives of the parties have set their hand to this Agreement on the date set out above.

SIGNED on behalf of World Gold Council


By: Name (Print)		/s/ James E. Burton James E. Burton
Title:		Chief Executive

SIGNED on behalf of World Gold Trust Services, LLC


By: Name (Print)		/s/ J. Stuart Thomas J. Stuart Thomas
Title:		Managing Director

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Exhibit 10.8

EXECUTION COPY

WGC/WGTS LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “ Agreement ”) is entered into as of November 16, 2004 (the “ Effective Date ”), by and among World Gold Council , a not-for-profit association established under Swiss law, World Gold Trust Services, LLC , a Delaware limited liability company and wholly owned subsidiary of World Gold Council (together, “ Licensor ”), and State Street Global Markets, LLC , a Delaware limited liability company (“ Licensee ”).

WHEREAS, Licensor and The Bank of New York (“ BONY ”) entered into a License Agreement, dated as of September 11, 2003 (the “ BONY License Agreement ”), whereby BONY granted Licensor a perpetual, world-wide, non-exclusive, non-transferable (except as provided in Section 7.2 of the BONY License Agreement) license (the “ BONY License ”) under the BONY Patent Rights (as defined herein) solely for the purposes of establishing, operating and marketing Licensed Products (as defined herein). The BONY License includes the limited right of Licensor to grant sublicenses to its partners, joint venturers, trustees, custodians and agents, but only in connection with their establishment, operation and marketing of Licensed Products;

WHEREAS, the streetTRACKS ^® Gold Trust (the “ Trust ”) was established pursuant to the Trust Agreement entered into by and between Licensor and BONY, dated as of the date hereof (the “ Trust Agreement ”), pursuant to which the Trust will issue streetTRACKS ^® Gold Shares (the “ Shares ”) which represent units of fractional undivided beneficial interest in and ownership of the Trust upon the deposit of gold bullion by Authorized Participants (as defined in the Trust Agreement) with HSBC Bank USA, as custodian of the Trust;

WHEREAS, Licensor and Licensee entered into a Marketing Agent Agreement, dated as of the date hereof (the “ Marketing Agent Agreement ”), whereby Licensor designated Licensee as the exclusive marketing agent of the Trust;

WHEREAS, pursuant to the terms and conditions of the BONY License Agreement, Licensor desires to grant a sublicense to Licensee under the BONY Patent Rights, with the right to grant sublicenses, solely for use in connection with Licensee’s role as the exclusive marketing agent of the Trust under the Marketing Agent Agreement;

WHEREAS, Licensor also has rights in other patents, patent applications and other intellectual property rights (the “ Licensor IP Rights ”) that may be used in connection with Licensee’s role as the exclusive marketing agent of the Trust under the Marketing Agent Agreement;

WHEREAS, Licensor uses in commerce and owns in the United States all trade name and/or trademark rights and associated goodwill in the designations specified on Schedule 1 attached hereto (the “ Licensor Marks” ); and

WHEREAS, Licensor desires to grant a license to Licensee to the Licensor IP Rights and the Licensor Marks, with the right to grant sublicenses, solely for use in connection with Licensee’s role as the exclusive marketing agent of the Trust under the Marketing Agent Agreement;

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NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee (each a “ Party ” and collectively, the “ Parties ”) agree as follows:

1. DEFINITIONS.

For the purposes of this Agreement, the following terms have the following meanings:

(a) “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.

(b) “ Agreement ” has the meaning set forth in the preamble.

(d) “ BONY License ” has the meaning set forth in the recitals.

(e) “ BONY Patent Rights ” means any patents and patent applications (and all related know-how and trade secrets) of BONY, anywhere in the world, that cover securitized gold products and that exist as of the effective date of the BONY License Agreement or are filed or issued thereafter, including but not limited to U.S. Provisional Application Serial No. [Redacted,] filed on [Redacted], entitled [Redacted].

(f) “ BONY Sublicense ” has the meaning set forth in Section 2(a) .

(g) “Confidential Information” has the meaning set forth in Section 9(b).

(h) “ Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(i) “ Effective Date ” has the meaning set forth in the preamble.

(j) “ Indemnified Party ” has the meaning set forth in Section 7(c) .

(k) “ Indemnifying Party ” has the meaning set forth in Section 7(c) .

(l) “ Licensed Products ” means any securitized gold financial product that is sold, sponsored or issued by Licensor or any Affiliate of Licensor. For the purposes of clarity, the Licensed Products do not include any products involving the securitization of any commodity other than gold.

(m) “ Licensee ” has the meaning set forth in the Preamble.

(n) “ Licenses ” has the meaning set forth in Section 2(c) .

(o) “ Licensor ” has the meaning set forth in the Preamble.

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(p) “ Licensor 1P Rights ” has the meaning set forth in Section 2(d) .

(q) “ Licensor License ” has the meaning set forth in Section 2(b) .

(r) “ Licensor Marks ” has the meaning set forth in the recitals.

(s) “ Losses ” has the meaning set forth in Section 7(a) .

(t) “ Marketing Agent Agreement ” has the meaning set forth in the recitals.

(u) “ Party(ies) ” has the meaning set forth in the recitals.

(v) “ Patent Rights ” has the meaning set forth in Section 5(a) .

(w) “ Person ” shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or another entity, including a Governmental Entity (or any department, agency or political subdivision thereof.

(x) “ Proceeding ” has the meaning set forth in Section 7(c) .

(y) “ Shares ” has the meaning set forth in the recitals.

(z) “ Sublicensee ” has the meaning set forth in Section 2(a) .

(aa) “ Territory ” means worldwide.

(bb) “ Trademark License ” has the meaning set forth in Section 2(c).

(cc) “ Trust ” has the meaning set forth in the recitals.

(dd) “ Trust Agreement ” has the meaning set forth in the recitals.

2. LICENSE.

(a) BONY Patent Rights Sublicense . Pursuant to Section 2 of the BONY License Agreement and subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a worldwide, non-exclusive, and non-transferable (except as provided in Section 10(a) ) sublicense for the term of this Agreement to use the BONY Patent Rights solely in connection with Licensee’s performance of its services as exclusive marketing agent for the Trust pursuant to the Marketing Agent Agreement which includes establishing, operating, and marketing the Licensed Product in the Territory (the “ BONY Sublicense ”). Licensee shall, at Licensor’s expense, fully cooperate with and assist Licensor in the prosecution or maintenance of any patent or other applications and ensuing registrations for the BONY Patent Rights and shall execute or obtain execution of any documents Licensor shall reasonably request in connection therewith, including but not limited to assignment of invention rights.

(b) License to Licensor IP Rights . Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a worldwide, non-exclusive, non-transferable

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(except as provided in Section 10(a)) , royalty-free license for the term of this Agreement to use the Licensor IP Rights (i) in connection with Licensee’s performance of its services as exclusive marketing agent for the Trust pursuant to the Marketing Agent Agreement and/or (ii) for the purpose of establishing, operating and marketing financial products involving the securitization of gold (the “ Licensor License ”). Licensee shall, at Licensor’s expense, fully cooperate with and assist Licensor in the prosecution or maintenance of any patent or other applications and ensuing registrations for the Licensor IP Rights and shall execute or obtain execution of any documents Licensor shall reasonably request in connection therewith, including but not limited to assignment of invention rights.

(c) License to Licensor Marks . Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a worldwide, non-exclusive, non-transferable (except as provided in Section 10(a)) , royalty-free license to use, display and refer to Licensor’s name and the Licensor Marks set forth in Schedule 1 hereto, under the quality control of Licensor, (i) in connection with Licensee’s performance of its services as exclusive marketing agent for the Trust pursuant to the Marketing Agent Agreement and/or (ii) for the purpose of establishing, operating and marketing financial products involving the securitization of gold (the “ Trademark License ” and collectively with the BONY Sublicense and the Licensor License, the “ Licenses ”). All use of the Licensor Marks under the Trademark License and all goodwill associated therewith shall inure to the exclusive benefit of Licensor. Licensee shall, at Licensor’s expense, fully cooperate with and assist Licensor in the prosecution or maintenance of any trademark, service mark, domain name or copyright application and ensuing registration concerning the Licensor Marks and shall execute any documents Licensor shall reasonably request in connection therewith.

(d) Licensee’s Limited Right to Sublicense . Each of the Licenses granted herein shall include the limited right of Licensee to grant sublicenses to its Affiliates, partners, joint venturers, trustees, distributors, custodians and agents (each a “ Sublicensee ”), subject to the restrictions of this Agreement, and solely in connection with such Sublicensee’s performance of its services for Licensee related to the activities of Licensee permitted hereunder. In addition, Licensee shall include provisions in all such sublicenses that: (i) are identical in substance to Sections 3 , 4 and 5 herein (with the references in such sublicenses to “Licensor” in Section 4(c) to continue to signify the Licensor defined herein); (ii) require Licensee to terminate such sublicenses, without penalty, if this Agreement is terminated for any reason; (iii) obligate Licensee to give the Sublicensee notice if this Agreement is terminated for any reason; and (iv) entitle Licensor herein to give such notice in the event that the Licensee fails to do so.

(e) ALL RIGHTS NOT SPECIFICALLY AND EXPRESSLY GRANTED TO LICENSEE IN THIS ARTICLE 2 ARE HEREBY RESERVED TO LICENSOR.

3. ENFORCEMENT.

Licensee shall promptly (a) notify Licensor of any potential or actual infringement by a third party of the BONY Patent Rights, the Licensor IP Rights or the Licensor Marks of which Licensee becomes aware, and (b) provide to Licensor all evidence of such infringement in Licensee’s possession, custody or control. Licensor shall have the sole right, but not the obligation, to initiate any legal action at its own expense against such infringement and to

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recover damages and enforce any injunction granted as a result of any judgment in Licensor’s favor. Licensor shall have sole control over any such action, including, without limitation, the sole right to settle and compromise such action. In the event of a dispute between Licensor and any third party regarding the infringement, validity or enforceability of the BONY Patent Rights, Licensor IP Rights or the Licensor Marks, Licensee agrees, at Licensor’s expense, to do all things reasonably requested by Licensor to assist Licensor in connection with such dispute.

4. TERM AND TERMINATION.

(a) The term of this Agreement shall commence as of the Effective Date and shall remain in full force and effect until the expiration or termination of the Marketing Agent Agreement, unless earlier terminated pursuant to the terms of this Agreement (the “ Term ”).

(b) Either Party may terminate this Agreement by written notice to the other Party at any time if the other Party materially breaches this Agreement and fails to cure such breach with thirty (30) days following written notice thereof from the non-breaching Party. Upon any termination or expiration of this Agreement, all rights and obligations under this Agreement (including Licensee’s rights under the Licenses granted pursuant to Article 2, will immediately terminate; provided , however , that the provisions of Articles 1 , 5 , 6 , 7 , 8 , 9 and 10 and any other provision that survives by its express terms, shall survive any termination or expiration of this Agreement.

(c) On expiration or termination of this Agreement, Licensee shall immediately cease and desist from all use of the BONY Patent Rights, Licensor IP Rights and the Licensor Marks, and any similar marks, and inventions or works based on or derivative thereof; and shall immediately deliver all products bearing or made in connection with the BONY Patent Rights, Licensor IP Rights, or the Licensor Marks, including without limitation all inventions or works based on or derivative thereof, to Licensor at the address set forth in the notice section below, or destroy them, at the option of Licensor.

5. ACKNOWLEDGMENT OF RIGHTS.

(a) Licensee will not directly or indirectly: (i) challenge or contest the validity or enforceability of the BONY Patent Rights, the Licensor IP Rights or the Licensor Marks; (ii) dispute the validity, enforceability, or BONY’s or Licensor’s ownership of any patent within the BONY Patent Rights or Licensor IP Rights, any inventions or works based thereon or derivative thereof, or any of the claims therein (“ Patent Rights ”), or initiate or participate in any proceeding of any kind opposing the grant of any patent, or challenging any patent application in connection with the Patent Rights; (iii) dispute the validity, enforceability, or Licensor’s exclusive ownership of, any trademark, trade name or domain name application or registration owned by Licensor with respect to the Licensor Marks or initiate or participate in any proceeding of any kind opposing the grant to Licensor of any trademark, trade name, or domain name registration in the Licensor Marks or similar marks; (iv) fail to meet Licensor’s quality control with respect to the Licensor IP Rights or Licensor Marks or make any other use thereof other than as expressly permitted herein; (v) apply to register or otherwise obtain registration of the BONY Patent Rights, Licensor IP Rights, or any inventions or works based thereon or derivative

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thereof, the Licensor Marks, or any marks similar thereto, in the patent and trademark or copyright office of any country or state, or with any business or domain name registrar; or (vi) assist any other Person to do any of the foregoing (except if required by court order or subpoena); provided , however , the foregoing shall in no way limit Licensee’s ability to defend against or to mitigate any claim brought by Licensor or BONY against Licensee.

(b) Any violation of this Article 5 will constitute a material breach of this Agreement.

6. REPRESENTATIONS AND WARRANTIES.

(a) Each Party hereby represents and warrants that (i) it has the power and authority to enter into this Agreement and perform its obligations hereunder; (ii) the execution and delivery of this Agreement have been duly authorized and all necessary actions have been taken to make this Agreement a legal, valid and binding obligation of such Party enforceable in accordance with its terms; and (iii) the execution and delivery of this Agreement and the performance by such Party of its obligations hereunder will not contravene or result in any breach of the Certificate of Incorporation, Bylaws or any other organizational document of such Party or of any agreement, contract, indenture, license, instrument or understanding or, to the best of its knowledge, result in any violation of law, rule, regulation, statute, order or decree to which such Party is bound or by which they or any of their property is subject.

(b) Licensor represents and warrants that it owns and/or has the right to license to Licensee the BONY Patent Rights, Licensor IP Rights and the Licensor Marks in the United States and that to its actual knowledge, the BONY Patent Rights, Licensor IP Rights and the Licensor Marks and Licensee’s use of the foregoing in accordance with this Agreement shall not infringe any copyright, trademark, trade secret or other intellectual property right of any third party.

(c) EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, LICENSOR DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF LICENSOR TO LICENSEE AND ITS AFFILIATES UNDER OR RELATING TO THIS AGREEMENT AT ANY TIME EXCEED THE AGGREGATE AMOUNT OF THE FEES RECEIVED BY LICENSOR PURSUANT TO THIS AGREEMENT AND THE TRUST AGREEMENT PRIOR TO SUCH TIME EXCEPT THAT THIS LIMITATION SHALL NOT BE APPLICABLE TO A CLAIM BY LICENSEE FOR INDEMNIFICATION PURSUANT TO ARTICLE 7 .

7. INDEMNITY.

(a) Each Party shall defend, indemnify and hold harmless the other Party and such other Party’s Affiliates, employees, officers, directors, and agents from and against any liabilities, losses, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “ Losses ”) resulting from or arising in connection with the breach by the Indemnifying Party of any of its representations, warranties, covenants or obligations

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contained in this Agreement.

(b) Licensor shall indemnify, defend and hold harmless Licensee and its permitted Sublicensees and assigns, Affiliates, employees, officers, directors, and agents from and against any Losses resulting or arising from any claim (whether such claim arises under tort, breach of express or implied contract, or otherwise) that (i) Licensee’s establishing, operating or marketing Licensed Products in accordance with the terms of this Agreement and the Marketing Agent Agreement infringes or otherwise violates any intellectual property rights of any Person,(ii) Licensee’s use of the BONY Patent Rights, Licensor IP Rights or the Licensor Marks infringes the copyright, trademark, trade secret or other intellectual property right of any Person or (iii) Licensee allegedly has unauthorized possession of, is making unauthorized use of, or is obtaining/providing unauthorized access to, a Person’s trade secrets, confidential or proprietary information, or service, which acts are allegedly committed in connection with Licensor establishing, operating or marketing a Licensed Product in accordance with this Agreement and the Marketing Agent Agreement.

(c) If any action, suit, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “ Proceeding ”) is brought or asserted against a Party for which indemnification is sought under this Agreement, the Party seeking indemnification (the “ Indemnified Party ”) shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the Party obligated to provide such indemnification (the “ Indemnifying Party ”) of such Proceeding. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party’s ability to obtain indemnification from the Indemnifying Party unless such failure adversely affects the Indemnifying Party’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in such Proceeding at its own expense. Provided no conflict of interest exists as specified in clause (ii) below and there are no other defenses available to the Indemnified Party as specified in clause (iv) below, the Indemnifying Party, to the extent that it shall so desire, shall be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, in which case all attorney’s fees and expenses shall be borne by the Indemnifying Party (except as specified below) and the Indemnifying Party shall in good faith defend the Indemnified Party. After receiving written notice from the Indemnifying Party of its election to assume the defense of the Proceeding, the Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, provided that the fees and expenses of such counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Party expressly agrees in writing to pay such fees and expenses, (ii) there is such a conflict of interest between the Indemnifying Party and the Indemnified Party as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both Parties simultaneously, (iii) the Indemnifying Party fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnified Party or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or (iv) there are legal defenses available to the Indemnified Party that are different from or are in addition to those available to the Indemnifying Party. In each of cases (i) through (iv), the fees and expenses of counsel shall be borne by the Indemnifying Party. No compromise or settlement of such Proceeding may be

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effected by either Party without the other Party’s consent unless (m) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other Party and (n) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. Neither Party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnifying Party shall have no obligation to indemnify and hold harmless the Indemnified Party from any loss, expense or liability incurred by the Indemnified Party as a result of a default judgment entered against the Indemnified Party unless such judgment was entered after the Indemnifying Party agreed, in writing, to assume the defense of such Proceeding.

8. LIMITATION OF LIABILITY.

EXCEPT FOR EACH PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY FOR LOSSES PURSUANT TO ARTICLE 7, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT DAMAGES, HOWSOEVER CAUSED, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. CONFIDENTIALITY.

(a) Public Statements . Except as consented to by the other Party (such consent not to be unreasonably withheld or delayed) or as otherwise specifically set forth herein, neither Party will issue any public statement relating to or in any way disclosing any aspect of the matter contemplated by this Agreement, including the scope and the specific terms hereof. The obligations of the Parties under this Section 9(a) are in addition to their respective obligations pursuant to Section 9(b) but shall not limit the exceptions to public disclosure specifically referred to in Section 9(b) paragraphs (i) through (v). This Section 9(a) will in no way limit either Party’s ability to (i) respond to customary press inquiries or otherwise make public or private statements not otherwise disclosing the Confidential Information (as defined below) or the specific terms of this Agreement in the normal course of its business and/or in connection with the obligations hereunder, or (ii) provide necessary information to prospective Sublicensees and Authorized Participants and such Party’s personnel, agents, representatives and consultants.

(b) Confidentiality . Except as provided below, all information concerning the BONY Patent Rights, the Licensor IP Rights, and all other business, financial, marketing and product information disclosed to the other Party orally or in writing is deemed confidential, restricted and proprietary to the disclosing Party (the “ Confidential Information ”). Each Party agrees to use the Confidential Information received from the other Party only for the purpose of this Agreement. The Confidential Information disclosed or supplied is not to be reproduced in any form except as required to accomplish the intent of, and in accordance with the terms of, this Agreement. The receiving Party must provide the same degree of care to avoid disclosure or unauthorized use of the Confidential Information as it accords to protect its own similar proprietary information, but in no event less than reasonable care under the circumstances. All Confidential Information must be retained by the receiving Party in a secure place with access limited to only such of its employees, subcontractors, suppliers or agents who need to know such information for purposes of this Agreement and to such third parties as the disclosing Party has consented to by prior

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written approval. All Confidential Information, unless otherwise specified in writing (x) remains the property of the disclosing Party, (y) must be used by the receiving Party only for the purpose for which it was intended, and (z) including all copies thereof, must be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon request of the disclosing Party, and, in any event, upon expiration or termination of this Agreement. At the request of the disclosing Party, the receiving Party will furnish a certificate of an officer of the receiving Party certifying that the Confidential Information not returned to the disclosing Party has been destroyed. The obligation of confidentiality set forth in this Section 9(b) shall survive expiration or termination of this Agreement for a period of three (3) years. For the purpose hereof, the Confidential Information shall not include information, to the extent evidenced by reasonable documentation, that:

	(i)		is published or is otherwise in the public domain through no fault of the receiving Party at the time of any claimed unauthorized disclosure or use by the receiving Party;

	(ii)		prior to disclosure pursuant to this Agreement, is properly within the legitimate possession of the receiving Party;

	(iii)		subsequent to disclosure pursuant to this Agreement, is lawfully received from a third party having rights in the information without restriction of the third party’s right to disseminate the information and without notice of any restriction against its further disclosure;

	(iv)		is obligated to be produced under order of a court or other similar requirement, rule or regulation of any governmental authorities, so long as the Party required to disclose the information provides the disclosing Party with prior notice of such order or requirement and its cooperation to the extent reasonable in preserving its confidentiality; or

	(v)		the disclosing Party agrees in writing is free of such restrictions.

The Parties agree that, without limiting any other rights and remedies specified herein, an injunction may be sought against the Party who has breached or threatened to breach this Section 9(b) . Each Party represents and warrants that it has the right to disclose all Confidential Information which it has disclosed to the other Party pursuant to this Agreement, and each Party agrees to indemnify and hold harmless the other from all claims by a third party related to the wrongful disclosure of such third party’s proprietary information. Otherwise, neither Party makes any representation or warranty, express or implied, in respect of any Confidential Information.

10. MISCELLANEOUS PROVISIONS.

(a) Assignment . Licensee may not assign or otherwise transfer (whether by operation of law or otherwise) any right or obligation under this Agreement without the prior written consent of Licensor; provided, however , that Licensee may grant sublicenses as provided herein. Such consent shall be deemed given with respect to an assignment or transfer (whether by operation of law or otherwise) of the entire Agreement, including all rights and obligations

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hereunder, to a successor in interest or assignee of substantially all of the assets of Licensee, provided that Licensee has given prompt written notice thereof to Licensor. This Agreement is binding on and inures to the benefit of the Parties and their permitted successors and assigns. Any attempted assignment or other transfer of rights under this Agreement in violation of this Section 10(a) will be void.

(b) Governing Law . This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of New York without reference to or inclusion of the principles of choice of law or conflicts of law of that jurisdiction (except that questions affecting the construction and effect of any patent will be determined by the law of the country in which the patent was granted). It is the intent of the Parties that the substantive law of the State of New York govern this Agreement and not the law of any other jurisdiction incorporated through choice of law or conflicts of law principles. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in the United States District Court for the Southern District of New York or, if that Court lacks or declines to exercise subject matter jurisdiction, in the Supreme Court of the State of New York in and for New York County, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum. Each Party hereto waives any right it may have to a jury trial in connection with any legal action, proceeding, controversy or claim between the Parties arising out of or relating to the Agreement.

(c) Exclusive Jurisdiction and Venue . Any action brought by either Party that arises out of or relates to this Agreement will be filed only in the state or federal courts located in New York County, New York. Each Party irrevocably submits to the jurisdiction of those courts. Each Party waives any objections that it may have now or in the future to the jurisdiction of those courts, and also waives any claim that it may have now or in the future that litigation brought in those courts has been brought in an inconvenient forum.

(d) Entire Agreement . This Agreement sets forth the entire agreement of the Parties as to its subject matter and supercedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter.

(e) Unenforceable Provisions . If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, the other provisions will remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the Parties’ intent.

(f) Relationship of the Parties . Each Party is an independent contractor of the other Party. Nothing in this Agreement creates a partnership, joint venture or agency relationship between the Parties.

(g) Notices . A notice under this Agreement is not sufficient unless it is: (i) in writing; (ii) addressed using the contact information listed below for the Party to which the notice is being given (or using updated contact information which that Party has specified by written notice in accordance with this Article); and (iii) sent by hand delivery, facsimile transmission, registered or certified mail (return receipt requested), or reputable express delivery service with

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tracking capabilities (such as Federal Express).

Contact Information for Licensor:
World Gold Council
45 Pall Mall
London, SW1Y 5JG
Attn: James Burton
Telephone: 011 44 207826 4700
Facsimile: 011 44 207826 4799

World Gold Trust Services, LLC:
444 Madison Avenue
New York, New York 10022
Telephone: (212) 317-3800
Facsimile: (212) 688-0410

Contact Information for Licensee:
State Street Global Markets, LLC One
Lincoln Street
Boston, Massachusetts 02111
Attn: Gus Fleites
Telephone: (617) 664-4489
Facsimile: (617) 664-2669

State Street Global Markets, LLC
One Lincoln Street
Boston, Massachusetts 02111
Attn: Bob Guerin
Telephone: (617) 664-5028
Facsimile: (617) 664-2669

(h) Amendments . This Agreement may not be amended unless the amendment is in writing and signed by authorized representatives of both Parties.

(i) Waivers . A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the Party that is waiving the rights.

(j) Counterparts . The Parties may execute this Agreement by signing separate copies of the signature page. A facsimile copy of the signature page will have the same effect as the original.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.


		WORLD GOLD COUNCIL

		By: Name:		/s/ James E. Burton James E. Burton
		Title:		Chief Executive Officer

		WORLD GOLD TRUST SERVICES, LLC

		By: Name:		/s/ J. Stuart Thomas J. Stuart Thomas
		Title:		Managing Director

		STATE STREET GLOBAL MARKETS, LLC

		By: Name:		/s/ Catherine R. Norcott Catherine R. Norcott
		Title:		Managing Director

[Signature Page to License Agreement]

Schedule 1

LICENSOR MARKS

TRADEMARKS/SERVICE MARKS


Mark	Country	U.S. Serial No.		U.S. Registration No.
GOLD (with design)	United States		78086724		2369750
GLD	United States		76493581	Pending
GLD	United States		76493582	Pending

TRADE NAMES

	(k)		World Gold Trust Services, LLC

	(l)		World Gold Council

Exhibit 10.9

EXECUTION COPY

MARKETING AGENT LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “ Agreement ”), entered into as of November 16, 2004 (the “ Effective Date ”), is made by and among State Street Corporation, a Massachusetts domestic corporation, State Street Global Markets, LLC, a Delaware limited liability company and an affiliate of State Street Corporation (together, “ Licensor ”), World Gold Council , a not - for-profit association organized under Swiss law, and World Gold Trust Services, LLC , a Delaware corporation and wholly owned subsidiary of World Gold Council (together, “ Licensee ”).

WHEREAS, the streetTRACKS ^® Gold Trust (the “ Trust ”) was established pursuant to the Trust Agreement entered into by and between Licensee and The Bank of New York (“ BONY ”) dated as of the date hereof (the “ Trust Agreement ”), pursuant to which the Trust will issue streetTRACKS ^® Gold Shares (the “ Shares ”) which represent units of fractional undivided beneficial interest in and ownership of the Trust upon the deposit of gold bullion by Authorized Participants (as defined in the Trust Agreement) with HSBC Bank USA, as custodian of the Trust;

WHEREAS, Licensor and Licensee entered into a Marketing Agent Agreement dated as of the date hereof (the “ Marketing Agent Agreement ”) whereby Licensee designated Licensor as the exclusive marketing agent of the Trust;

WHEREAS, Licensor desires to grant Licensee certain rights to the Licensor Marks solely for use in connection with the Trust.

1. DEFINITIONS.

For the purposes of this Agreement, the following terms have the following meanings:

(b) “ Agreement ” has the meaning set forth in the preamble.

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(d) “Confidential Information” has the meaning set forth in Section 9(b).

(e) “ Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(f) “ Effective Date ” has the meaning set forth in the preamble.

(g) “ Indemnified Party ” has the meaning set forth in Section 7(b) .

(h) “ Indemnifying Party ” has the meaning set forth in Section 7(b) .

(i) “ License ” has the meaning set forth in Section 2(a) .

(j) “ Licensee ” has the meaning set forth in the Preamble.

(k) “ Licensor ” has the meaning set forth in the Preamble.

(l) “ Licensor Marks ” has the meaning set forth in the recitals.

(m) “ Losses ” has the meaning set forth in Section 7(a) .

(n) “ Marketing Agent Agreement ” has the meaning set forth in the recitals.

(o) “ Party(ies) ” has the meaning set forth in the recitals.

(p) “ Person ” shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or another entity, including a Governmental Entity (or any department, agency or political subdivision thereof.)

(q) “ Proceeding ” has the meaning set forth in Section 7(b) .

(r) “ Shares ” has the meaning set forth in the recitals.

(s) “ Sublicensee ” has the meaning set forth in Section 2(d) .

(t) “ Trust ” has the meaning set forth in the recitals.

(u) “ Trust Agreement ” has the meaning set forth in the recitals.

2. LICENSE.

(a) License to Licensor Marks . Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a worldwide, non-exclusive, non-transferable (except as provided in Section 10(a) ), royalty-free license to use, display and refer to Licensor’s name and the Licensor Marks set forth in Schedule 1 hereto, under the quality control of Licensor, for the purpose of establishing and operating the Trust, issuing and distributing the Shares and listing the Shares on the New York Stock Exchange (the “ License ”). All use of the Licensor Marks

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under the Trademark License and all goodwill associated therewith shall inure to the exclusive benefit of Licensor. Licensee shall, at Licensor’s expense, fully cooperate with and assist Licensor in the prosecution or maintenance of any trademark, service mark, domain name or copyright application and ensuing registration concerning the Licensor Marks and shall execute any documents Licensor shall reasonably request in connection therewith.

(b) Licensee’s Limited Right to Sublicense . The License granted herein shall include the limited right of Licensee to grant sublicenses to its Affiliates, partners, joint venturers, trustees, distributors, custodians and agents (each a “ Sublicensee ”), subject to the restrictions of this Agreement, and solely in connection with such Sublicensee’s performance of its services for Licensee related to the activities of Licensee permitted hereunder. In addition, Licensee shall include provisions in all such sublicenses that: (i) are identical in substance to Sections 3, 4 and 5 herein (with the references in such sublicenses to “Licensor” in Section 4(c) to continue to signify the Licensor defined herein); (ii) require Licensee to terminate such sublicenses, without penalty, if this Agreement is terminated for any reason; (iii) obligate Licensee to give the Sublicensee notice if this Agreement is terminated for any reason; and(iv) entitle Licensor herein to give such notice in the event that the Licensee fails to do so.

3. ENFORCEMENT.

Licensee shall promptly (a) notify Licensor of any potential or actual infringement by a third party of the Licensor Marks of which Licensee becomes aware, and (b) provide to Licensor all evidence of such infringement in Licensee’s possession, custody or control. Licensor shall have the sole right, but not the obligation, to initiate any legal action at its own expense against such infringement and to recover damages and enforce any injunction granted as a result of any judgment in Licensor’s favor. Licensor shall have sole control over any such action, including, without limitation, the sole right to settle and compromise such action. In the event of a dispute between Licensor and any third party regarding the infringement, validity or enforceability of the Licensor Marks, Licensee agrees, at Licensor’s expense, to do all things reasonably requested by Licensor to assist Licensor in connection with such dispute.

4. TERM AND TERMINATION.

(b) Either Party may terminate this Agreement by written notice to the other Party at any time if the other Party materially breaches this Agreement and fails to cure such breach with thirty (30) days following written notice thereof from the non-breaching Party. Upon any termination or expiration of this Agreement, all rights and obligations under this Agreement (including Licensee’s rights under the License granted pursuant to Article 2, will immediately terminate; provided , however , that the provisions of Articles 1 , 5 , 6 , 7 , 8 , 9 and 10 , and any other provision that survives by its express terms, shall survive any termination or expiration of this Agreement.

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(c) On expiration or termination of this Agreement, Licensee shall immediately cease and desist from all use of the Licensor Marks, and any similar marks, and inventions or works based on or derivative thereof; and shall immediately deliver all products bearing or made in connection with the Licensor Marks, including without limitation all inventions or works based on or derivative thereof, to Licensor at the address set forth in the notice section below, or destroy them, at the option of Licensor.

5. ACKNOWLEDGMENT OF RIGHTS.

(a) Licensee will not directly or indirectly: (i) challenge or contest the validity or enforceability of the Licensor Marks; (ii) dispute the validity, enforceability, or Licensor’s exclusive ownership of, any trademark, trade name or domain name application or registration owned by Licensor with respect to the Licensor Marks or initiate or participate in any proceeding of any kind opposing the grant to Licensor of any trademark, trade name, or domain name registration in the Licensor Marks or similar marks; (iii) fail to meet Licensor’s quality control with respect to the Licensor Marks or make any other use thereof other than as expressly permitted herein; (iv) apply to register or otherwise obtain registration of the Licensor Marks, or any marks similar thereto, in the patent and trademark or copyright office of any country or state, or with any business or domain name registrar; or (v) assist any other Person to do any of the foregoing (except if required by court order or subpoena); provided , however , the foregoing shall in no way limit Licensee’s ability to defend against or to mitigate any claim brought by Licensor against Licensee.

(b) Any violation of this Article 5 will constitute a material breach of this Agreement.

6. REPRESENTATIONS AND WARRANTIES.

(b) Licensor represents and warrants that it owns and/or has the right to license to Licensee the Licensor Marks in the United States and that to its actual knowledge, the Licensor Marks and Licensee’s use of the foregoing in accordance with this Agreement shall not infringe any copyright, trademark, trade secret or other intellectual property right of any third party.

(c) EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, LICENSOR DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING

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THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF LICENSOR TO LICENSEE AND ITS AFFILIATES UNDER OR RELATING TO THIS AGREEMENT AT ANY TIME EXCEED THE AGGREGATE AMOUNT OF THE FEES RECEIVED BY LICENSOR PURSUANT TO THIS AGREEMENT AND THE TRUST AGREEMENT PRIOR TO SUCH TIME EXCEPT THAT THIS LIMITATION SHALL NOT BE APPLICABLE TO A CLAIM BY LICENSEE FOR INDEMNIFICATION PURSUANT TO ARTICLE 7 .

7. INDEMNITY.

(b) If any action, suit, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “ Proceeding ”) is brought or asserted against a Party for which indemnification is sought under this Agreement, the Party seeking indemnification (the “ Indemnified Party ”) shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the Party obligated to provide such indemnification (the “ Indemnifying Party ”) of such Proceeding. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party’s ability to obtain indemnification from the Indemnifying Party unless such failure adversely affects the Indemnifying Party’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in such Proceeding at its own expense. Provided no conflict of interest exists as specified in clause (ii) below and there are no other defenses available to the Indemnified Party as specified in clause (iv) below, the Indemnifying Party, to the extent that it shall so desire, shall be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, in which case all attorney’s fees and expenses shall be borne by the Indemnifying Party (except as specified below) and the Indemnifying Party shall in good faith defend the Indemnified Party. After receiving written notice from the Indemnifying Party of its election to assume the defense of the Proceeding, the Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, provided that the fees and expenses of such counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Party expressly agrees in writing to pay such fees and expenses, (ii) there is such a conflict of interest between the Indemnifying Party and the Indemnified Party as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both Parties simultaneously, (iii) the Indemnifying Party fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnified Party or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or (iv) there are legal defenses available to the Indemnified Party that are different from or are in addition to those available to the Indemnifying

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Party. In each of cases (i) through (iv), the fees and expenses of counsel shall be borne by the Indemnifying Party. No compromise or settlement of such Proceeding may be effected by either Party without the other Party’s consent unless (m) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other Party and (n) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. Neither Party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnifying Party shall have no obligation to indemnify and hold harmless the Indemnified Party from any loss, expense or liability incurred by the Indemnified Party as a result of a default judgment entered against the Indemnified Party unless such judgment was entered after the Indemnifying Party agreed, in writing, to assume the defense of such Proceeding.

8. LIMITATION OF LIABILITY.

9. CONFIDENTIALITY.

(b) Confidentiality . Except as provided below, all business, financial, marketing and product information disclosed to the other Party orally or in writing is deemed confidential, restricted and proprietary to the disclosing Party (the “ Confidential Information ”). Each Party agrees to use the Confidential Information received from the other Party only for the purpose of this Agreement. The Confidential Information disclosed or supplied is not to be reproduced in any form except as required to accomplish the intent of, and in accordance with the terms of, this Agreement. The receiving Party must provide the same degree of care to avoid disclosure or unauthorized use of the Confidential Information as it accords to protect its own similar proprietary information, but in no event less than reasonable care under the circumstances. All Confidential Information must be retained by the receiving Party in a secure place with access limited to only such of its employees, subcontractors, suppliers or agents who need to know such

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information for purposes of this Agreement and to such third parties as the disclosing Party has consented to by prior written approval. All Confidential Information, unless otherwise specified in writing (x) remains the property of the disclosing Party, (y) must be used by the receiving Party only for the purpose for which it was intended, and (z) including all copies thereof, must be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon request of the disclosing Party, and, in any event, upon expiration or termination of this Agreement. At the request of the disclosing Party, the receiving Party will furnish a certificate of an officer of the receiving Party certifying that the Confidential Information not returned to the disclosing Party has been destroyed. The obligation of confidentiality set forth in this Section 9(b) shall survive expiration or termination of this Agreement for a period of three (3) years. For the purpose hereof, the Confidential Information shall not include information, to the extent evidenced by reasonable documentation, that:

	(i)		is published or is otherwise in the public domain through no fault of the receiving Party at the time of any claimed unauthorized disclosure or use by the receiving Party;

	(ii)		prior to disclosure pursuant to this Agreement, is properly within the legitimate possession of the receiving Party;

	(iii)		subsequent to disclosure pursuant to this Agreement, is lawfully received from a third party having rights in the information without restriction of the third party’s right to disseminate the information and without notice of any restriction against its further disclosure;

	(iv)		is obligated to be produced under order of a court or other similar requirement, rule or regulation of any governmental authorities, so long as the Party required to disclose the information provides the disclosing Party with prior notice of such order or requirement and its cooperation to the extent reasonable in preserving its confidentiality; or

	(v)		the disclosing Party agrees in writing is free of such restrictions.

10. MISCELLANEOUS PROVISIONS.

(a) Assignment . Licensee may not assign or otherwise transfer (whether by operation of law or otherwise) any right or obligation under this Agreement without the prior written consent of Licensor; provided , however, that Licensee may grant sublicenses as provided herein. Such consent shall be deemed given with respect to an assignment or transfer (whether by

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operation of law or otherwise) of the entire Agreement, including all rights and obligations hereunder, to a successor in interest or assignee of substantially all of the assets of Licensee, provided that Licensee has given prompt written notice thereof to Licensor. This Agreement is binding on and inures to the benefit of the Parties and their permitted successors and assigns. Any attempted assignment or other transfer of rights under this Agreement in violation of this Section 10(a) will be void.

(g) Notices . A notice under this Agreement is not sufficient unless it is: (i) in writing; (ii) addressed using the contact information listed below for the Party to which the notice is being given (or using updated contact information which that Party has specified by written notice in accordance with this Article); and (iii) sent by hand delivery, facsimile transmission,

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registered or certified mail (return receipt requested), or reputable express delivery service with tracking capabilities (such as Federal Express).

Contact Information for Licensor:

State Street Corporation
225 Franklin Street
Boston, Massachusetts 02110
Attn: General Counsel
Telephone: (617) 786-3000

State Street Global Markets, LLC
One Lincoln Street
Boston, Massachusetts 02111
Attn: Gus Fleites
Telephone: (617) 664-4489
Facsimile: (617) 664-2669
and to:
State Street Global Markets, LLC
One Lincoln Street
Boston, Massachusetts 02111
Attn: Bob Guerin
Telephone: (617) 664-5028
Facsimile: (617) 664-2669

Contact Information for Licensee:

World Gold Council
45 Pall Mall
London, MY 5JG
Attn: James Burton
Telephone: 011 44 207826 4700
Facsimile: 011 44 207826 4799

World Gold Trust Services, LLC:
444 Madison Avenue
New York, New York 10022
Telephone: (212) 317-3800
Facsimile: (212) 688-0410

(h) Amendments . This Agreement may not be amended unless the amendment is in writing and signed by authorized representatives of both Parties.

(i) Waivers . A waiver of rights under this Agreement will not be effective unless it

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is in writing and signed by an authorized representative of the Party that is waiving the rights.

(j) Counterparts . The Parties may execute this Agreement by signing separate copies of the signature page. A facsimile copy of the signature page will have the same effect as the original.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.


		STATE STREET CORPORATION

		By: Name:		/s/ Charles C. Cutrell, III Charles C. Cutrell, III
		Title:		EVP, General Counsel and Secretary

		STATE STREET GLOBAL MARKETS, LLC

		By: Name:		/s/ Catherine R. Norcott Catherine R. Norcott
		Title:		Managing Director

		WORLD GOLD COUNCIL

		By: Name:		/s/ James E. Burton James E. Burton
		Title:		Chief Executive Officer

		WORLD GOLD TRUST SERVICES, LLC

		By: Name:		/s/ J. Stuart Thomas J. Stuart Thomas
		Title:		Managing Director

[Signature Page to License Agreement]

Schedule 1

LICENSOR MARKS

streetTRACKS ^® is a registered service mark of State Street Corporation, an affiliate of State Street Global Markets, LLC, the marketing agent of the Trust.

The registration number for streetTRACKS ^® is #2,489,489 as registered on September 11, 2001.

Exhibit 10.10

EXECUTION COPY

REIMBURSEMENT AGREEMENT

REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of November 16, 2004, between (i) The Bank of New York, not in its individual capacity, but solely as trustee (the “Trustee”) of the streetTRACKS ^® Gold Trust (the “Trust”), a trust established pursuant to that Trust Indenture dated as of the date hereof (the “Indenture”) between the Trustee and World Gold Trust Services, LLC (the “Sponsor”), and (ii) State Streets Global Markets, LLC, a Delaware limited liability company (the “Marketing Agent”).

WITNESSETH:

WHEREAS, the Trustee is party to the Indenture pursuant to which the Trust will issue streetTRACKS ^® Gold Shares (the “Shares”), which represent units of fractional undivided beneficial interest in and ownership of the Trust, upon the deposit of gold with HSBC Bank USA, N.A., as custodian of the Trust;

WHEREAS, the Sponsor has filed with the US. Securities and Exchange Commission a registration statement on Form S-1 (Registration No. 333-105202) and amendments thereto (the “Registration Statement”), including as part thereof a Prospectus under the Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, the Sponsor and the Marketing Agent have entered into a Marketing Agent Agreement dated as of the date hereof (the “Marketing Agent Agreement”), pursuant to which the Sponsor has retained the Marketing Agent to provide certain assistance with respect to the marketing of the Shares and the development of other gold related exchange-traded funds;

WHEREAS, pursuant to the Marketing Agent Agreement, the Sponsor has agreed to indemnify, defend and hold harmless the Marketing Agent, its partners, stockholders, members, directors, officers and employees and any Affiliates of the foregoing (collectively, “Indemnified Persons”) from any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Marketing Agent or any such other Indemnified Person may incur under the 1933 Act, the 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon the circumstances set forth in Section 7.1 of the Marketing Agent Agreement, and to contribute to the amount paid or payable by such Indemnified Person in the event such indemnification is unavailable;

WHEREAS, the Indenture directs the Trustee to enter into this Agreement to provide for the reimbursement of the Marketing Agent and the other Indemnified Parties to the extent the Sponsor has not directly paid the indemnification or contribution amounts required to be paid by the Sponsor pursuant to Section 7 of the Marketing Agent Agreement;

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Marketing Agent and the Trustee hereby agree as follows:

Section 1
Definitions

1.1 Definitions . In addition to the other terms which are defined in this Agreement, the following term shall have the meaning assigned to it below. All other capitalized terms used herein, but not otherwise defined herein, shall have the meanings assigned to such terms in the Trust Indenture.

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

“ Prospectus ” shall mean, as context may require, any preliminary prospectus included as part of the Registration Statement, the prospectus subsequently filed with the SEC pursuant to Rule 424(b) under the Act and the prospectus, in the form filed by the Sponsor on behalf of the Trust with the Commission on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, and any amendment or supplement thereto from time to time.

Section 2
Representations and Warranties

2.1 Representations and Warranties . The Trustee represents and warrants to the Marketing
Agent that:

(a) the Trustee has full power and authority to enter into the Indenture and this Agreement and to perform its obligations hereunder and thereunder;

(b) each of the Indenture and this Agreement has been duly authorized, executed and delivered by the Trustee and constitutes the valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms except as enforcement of it may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general application relating to or affecting creditors’ rights, (ii) general principles of equity and (iii) the effect of public policy considerations or court decisions that may limit rights to obtain indemnification or contribution;

(c) upon delivery by the Trustee of Shares against the deposit of Gold in accordance with the provisions of the Indenture, those Shares will be validly issued and will entitle the registered holders of those Shares to the rights specified in the Indenture; and

Section 3
Reimbursement

3.1 Trustee Reimbursement . As authorized by the Indenture, the Trustee on behalf of the Trust hereby agrees to reimburse each Indemnified Person, solely from and to the extent of the assets of the Trust, for any and all amounts payable by the Sponsor pursuant to Section 7 of the Marketing Agent Agreement (including any amount in contribution thereof that may be owed to any of the Indemnified Persons pursuant to Section 7.4 thereof), to the extent the Sponsor has not

directly paid such amounts when due under Article 7 of the Marketing Agent Agreement (the “Obligation”) within thirty (30) days after such amounts have become due and the Marketing Agent has made demand to the Sponsor for payment of them, and to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Marketing Agent in enforcing its rights under this Agreement.

3.2 Unconditional Obligations . The obligations of the Trust under this Agreement are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the Marketing Agent Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any guarantee of the Obligation, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this clause that the obligations of the Trust hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Trust hereunder which shall remain absolute and unconditional as described above:

(a) at any time or from time to time, without notice to Trust, the time for any performance of or compliance with the Obligation shall be extended, or such performance or compliance shall be waived;

(b) any act taken by any party to any other agreement or instrument referred to herein pursuant to the provisions thereof;

(c) the Obligation shall be modified, supplemented or amended in any respect, or any right under the Marketing Agent Agreement or any other agreement or instrument referred to herein shall be waived or any guarantee of the Obligation shall be released or exchanged in whole or in part or otherwise dealt with; or

(d) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Sponsor, the Trust or any other Person, including any discharge of, or bar or stay against collecting, all or any part of the Obligation in or as a result of any such proceeding.

Except as set forth above, the Trust hereby expressly waives promptness, diligence, presentment, demand of payment, protest, notice of acceptance and any other notices whatsoever, and any requirement that the Marketing Agent exhausts any right, power or remedy or proceed or take any other action against (i) the Sponsor under the Marketing Agent Agreement or in respect of any claim for payment against the Sponsor or any of its assets or under any other agreement or instrument referred to herein or (ii) any other Person under any other guarantee of or claim for payment of the Obligation.

The obligations of the Trust under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Sponsor in respect of the Obligation is rescinded or must be otherwise restored by the Marketing Agent, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Until final payment and satisfaction in full of the Obligation, the Trust hereby waives all rights of subrogation or contribution, whether arising by contract as set forth in Section 10.05 of the Indenture or operation of law (including, without limitation, any such right arising under any bankruptcy, insolvency or similar law) or otherwise by reason of any payment by it pursuant to the provisions of this Agreement and further agrees with the Marketing Agent that the Marketing Agent shall have no obligation whatsoever in respect of any such payment by the Trust under this Agreement (including any obligation to repay to the Trust any portion of such payment), and the Trust hereby irrevocably releases the Marketing Agent from any such obligation.

The undertaking in this Agreement is a continuing undertaking, and shall apply to the Obligation whenever arising.

3.3 Marketing Agent Indemnification . The Marketing Agent agrees to indemnify, defend and hold harmless the Trust from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Trust may incur under the 1933 Act, the 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of the Marketing Agent to the Trust expressly for use in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Trust) or in a Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading. As of the date hereof, the statements set forth in the first paragraph under the caption “The Marketing Agent” in the Prospectus constitute the only information furnished by or on behalf of the Marketing Agent for use in the Registration Statement or the Prospectus.

Section 4
Miscellaneous

4.1 Amendment and Modification . This Agreement may be amended, modified or supplemented only by a written instrument executed by each of the parties hereto.

4.2 Successors and Assigns; Assignment . All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement shall not be assigned by any party without the prior written consent of the other parties, and any assignment without such consent shall be null and void.

4.3 Waiver of Compliance . Except as otherwise provided in this Agreement, any failure of either 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 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 or breach.

4.4 Severability . The parties hereto desire that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

4.5 Notices . All notices, waivers, or other communications pursuant to this Agreement shall be in writing and shall be deemed to be sufficient if delivered personally, by facsimile (and, if sent by facsimile, followed by delivery by nationally-recognized express courier), sent by nationally-recognized express courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Trustee, to:

The Bank of New York
2 Hanson Place
Brooklyn, New York 11217
Attention: ADR Administration
Telephone: (718) 315-4493
Facsimile: (718) 315-4881

if to the Marketing Agent, to:

State Street Global Markets, LLC
One Lincoln Street
Boston, Massachusetts 02111
Attention: Gus Fleites
Telephone: 617 664 4489
Facsimile: 617 664 2669

and

State Street Global Markets, LLC
One Lincoln Street
Boston, Massachusetts 02111
Attention: Bob Guerin
Telephone: 617 664 5028
Facsimile: 617 664 2669

All such notices and other communications shall be deemed to have been delivered and received (i) in the case of personal delivery or delivery by facsimile or e-mail, on the date of such delivery if delivered during business hours on a Business Day or, if not delivered during business hours on a Business Day, the first Business Day thereafter, (ii) in the case of delivery by nationally recognized express courier, on the first Business Day following dispatch, and (iii) in the case of mailing, on the third Business Day following such mailing.

4.6 Governing Law; Jurisdiction .

(b) Each party irrevocably consents and agrees, for the benefit of the other parties, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or any Related Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in the Borough of Manhattan, The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam , generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues. Each party irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to prejudgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or any Related Agreement or the transactions contemplated hereby or thereby which is instituted in any court of the State of New York or any court of the United States of America located in the Borough of Manhattan, The City of New York.

The provisions of this Section 4.6 shall survive any termination of this Agreement and the Related Agreements, in whole or in part.

4.7 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.

4.8 Counterparts; Facsimile Signatures . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile counterpart signatures to this Agreement shall be acceptable and binding.

[Signature Page Follows ]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above.


		THE BANK OF NEW YORK, not in its individual capacity, but solely as trustee of the streetTRACKS ^® GOLD TRUST

		By: Name:		/s/ Alfred Irving Alfred Irving
		Title:		Vice-President

		STATE STREET GLOBAL MARKETS, LLC

		By: Name:		/s/ Catherine R. Norcott Catherine R. Norcott
		Title:		Managing Director

Exhibit 10.11

Amendment No. 1
dated December 5, 2005
to
Allocated Bullion Account Agreement
dated November 12, 2004
between
HSBC Bank USA, National Association
and
The Bank of New York, not in its individual capacity,
but solely as trustee of the streetTRACKS ^{^®} Gold Trust

This Amendment No. 1 (this “ Amendment ”), dated as of December 5, 2005, to the Allocated Bullion Account Agreement dated November 12, 2004 (the “ Allocated Bullion Account Agreement ”) between HSBC Bank USA, National Association (the “ Custodian ”) and The Bank of New York, not in its individual capacity, but solely as trustee (in such capacity, hereafter the “ Trustee ”) of the streetTRACKS ^® Gold Trust (the “ Trust ”)

WITNESSES, that

WHEREAS the Trustee and the Custodian have hitherto entered in the Allocated Bullion Account Agreement and the same is currently in full force and effect, and

WHEREAS clause 15.4 of the Allocated Bullion Account Agreement provides that any amendment thereto shall be in writing signed by the Trustee and the Custodian, and

WHEREAS the Trustee and the Custodian wish to amend clause 7.4 and clause 10.1 of the Allocated Bullion Account Agreement as provided herein,

NOW, THEREFORE, the Trustee and Custodian agree that the Allocated Bullion Account Agreement shall be amended as follows:

1. Clause 7.4 of the Allocated Bullion Account Agreement shall be amended to read in its entirety as follows:

7.4 Location of Bullion: Unless otherwise agreed between us, the Bullion held for you in your Allocated Account must be held by us at our London vault premises or, when Bullion has been allocated in a vault other than our London vault premises, by or for any Sub-Custodian employed by us as permitted by clause 8.1. We agree that we shall use commercially reasonable efforts promptly to transport any Bullion held for you by or for a Sub-Custodian to our London vault premises and such transport shall be at our cost and risk. We agree that all delivery and packing shall be in accordance with the Rules and LBMA good market practices.

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2. Clause 8.1 of the Allocated Bullion Account Agreement shall be amended to read in its entirety as follows:

8.1 Sub-Custodians: We may employ Sub-Custodians solely for the temporary custody and safekeeping of Bullion until transported to our London vault premises as provided in clause 7.4, unless otherwise agreed between us with the consent of the Sponsor. The Sub-Custodians we select may themselves select subcustodians to provide such temporary custody and safekeeping of Bullion, but such subcustodians shall not by such selection or otherwise be, or be considered to be, a Sub-Custodian as such term is used herein. We will use reasonable care in selecting any Sub-Custodian. As of the date of Amendment No. 1 to this Agreement, the Sub-Custodians that we use are: the Bank of England, The Bank of Nova Scotia (ScotiaMocatta), Deustche Bank AG, JPMorganChase Bank, N.A., UBS AG and Barclays Bank PLC. We will notify you if we select any additional Sub-Custodian, or stop using any Sub-Custodian for such purpose. Your receipt of notice that we have selected a Sub-Custodian (including those named in this clause 8.1) shall not be deemed to limit our responsibility in selecting such Sub-Custodian. Not more frequently than annually, upon your request, we shall confirm to you that from time to time we may hold Precious Metal for own account with one or more of each of the Sub-Custodians, provided that this confirmation shall not constitute a representation by us regarding the solvency or creditworthiness of any Sub-Custodian.

3. Clause 10.1 of the Allocated Bullion Account Agreement shall be amended to read in its entirety as follows:

10.1 Fees: For our services under this agreement you shall pay us an annual fee equal to 0.10% of the average daily aggregate value of the first 4.5 million ounces of Gold held in the Allocated Account and the Unallocated Account, and 0.06% of the average daily aggregate value of the Gold held in the Allocated Account and the Unallocated Account in excess of 4.5 million ounces. The gold held in the Allocated Account and the Unallocated Account shall be determined based on our end of Business Day balances, and the value of the Gold shall be computed on the basis of the price of an ounce of gold as fixed by the five members of the London gold fix at or about 3:00 p.m. London time (the “London P.M. Fix”), or if no London P.M. Fix is made on such day, on the basis of the last prior London “fix” (A.M. or P.M.). Our fee shall be paid in monthly installments in arrears.

The foregoing amendments to clause 7.4 and 8.1 of the Allocated Bullion Account Agreement shall be effective on and after the date hereof.

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The foregoing amendment to clause 10.1 of the Allocated Bullion Account Agreement shall be effective as of April 1, 2006.

Except as modified by this Amendment, the Allocated Bullion Account Agreement shall remain unmodified and in full force and effect, and is hereby ratified and confirmed in all respects.

This Amendment is governed by, and will be construed in accordance with, English law.

This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but together shall constitute one and the same agreement. Facsimile signatures shall be acceptable and binding.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the day and year first above written.


		Signed on behalf of HSBC Bank USA, National Association

		By: Name:		/s/ Chris W. Heyliger Chris W. Heyliger
		Title:		Authorised Signatory

		Signed on behalf of The Bank of New York, not in its individual capacity, but solely as trustee of the streetTRACKS ^® Gold Trust

		By: Name:		/s/ Jarvis J. Joseph Jarvis J. Joseph
		Title:		Vice President

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