EQUITY GOLD TRUST (Form: S-1, Received: 05/13/2003 17:01:14)

Trust expenses

The Trust's ordinary operating expenses are accrued daily and are reflected in the NAV of the Trust. In order to pay the Trust's expenses, the Trustee will sell gold held by the Trust on an as needed basis. Expenses include fees and expenses of the Trustee and the Sponsor, expenses of the custody of gold (other than the costs of custody services which are included in the Trustee's fee), printing and mailing costs, legal and audit fees, Securities and Exchange Commission (SEC) registration fees and NYSE listing fees. The Trustee has agreed to forego its fee and bear all ordinary expenses of the Trust through the 30th day following the commencement of trading of the Shares on the NYSE. For the period from the 31st day to the first anniversary of the commencement of trading of the Shares on the NYSE, the Trustee will reduce its fee and assume the ordinary expenses of the Trust to the extent that the aggregate annual ordinary expenses of the Trust exceed 0.30% of the average daily value of the Trust's assets (before expenses). The Trust will pay on an ongoing basis the expenses of its operation, including the fee of its Trustee as described under "Business of the Trust – Trust Expenses" and "Description of the Trust Indenture – Expenses of the Trust."

Termination events

The Sponsor may direct the Trustee to terminate and liquidate the Trust at any time after the first anniversary of the Trust's inception when the NAV of the Trust is less than $350 million and has continuously been less than such amount for a period of at least • consecutive business days. The Trustee may also terminate the Trust upon the agreement of Shareholders owning 66 2/3% of the outstanding Shares.

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

As filed with the Securities and Exchange Commission on May 13, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EQUITY GOLD TRUST

(Exact name of Registrant as specified in its charter)


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

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

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

Mary Joan Hoene, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
(212) 732-3200

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

Copies to:


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

and

Kevin W. Kelley, Esq.
Clifford Chance US LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000

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

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

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

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

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

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

Calculation of Registration Fee




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

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933. The initial Baskets of 100,000 Shares will be offered at a per Share price equal to the value of one-tenth (1/10) of an ounce of gold based on the price of an ounce of gold. The price of gold is based upon the London PM fix of $331.40 per ounce on April 29, 2003.

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

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

PRELIMINARY

Subject to Completion

•, 2003

60,400,000 Shares

Equity Gold Trust [insert logo] ^SM

Equity Gold Shares

The Equity Gold Trust will issue Equity Gold Shares, also called Shares, which represent units of fractional undivided beneficial interest in and ownership of the Trust. World Gold Trust Services, LLC is the Sponsor of the Trust and HSBC Bank USA is the Trustee and the Custodian of the Trust. The Trust will issue additional Shares on a continuous basis only through its Trustee.

The Shares may be purchased from the Trust only by Authorized Participants in Baskets of 100,000 Shares. The Trust will issue Shares in Baskets to Authorized Participants on an ongoing basis as described in "Plan of Distribution." Baskets will be offered continuously at the Net Asset Value for 100,000 Shares on the day that an order to create a Basket is accepted by the Trustee.

Before these issuances, there has been no public market for the Shares. The Sponsor has applied for approval to list the Shares on the New York Stock Exchange under the symbol "GLD."

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

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities offered in this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved.

The Shares are neither interests in nor obligations of either the Sponsor or the Trustee.

"Equity Gold Shares" [insert logo] is a service mark of World Gold Trust Services, LLC.

UBS Warburg LLC, also called the Initial Purchaser, purchased • Shares, which comprised the seed Basket, on •, 2003 at a price of $• per share. The Trust received all proceeds from the offering of the seed Basket in gold bullion, in an amount equal to the full purchase price of the seed Basket. Delivery of the seed Basket will be made on or about •, 2003. The Initial Purchaser has, subject to conditions, also agreed to purchase • Shares, which comprise the initial Baskets, as described in "Plan of Distribution." Delivery of the initial Baskets will be made on or about •, 2003. The Trust will receive all proceeds from the offering of the initial Baskets in gold bullion in an amount equal to the full initial public offering price for the initial Baskets.

Per Share ⁽¹⁾

Per Basket

Initial public offering price for the initial Baskets ⁽²⁾

•

(1)	The initial Baskets will be created at a per Share price equal to the value of one-tenth (1/10) of an ounce of gold based on the price of an ounce of gold set during the afternoon gold price fix in London on •, 2003, the date on which the Trust was formed.

(2)

In connection with the offering and sale of the initial Baskets, the Initial Purchaser will be paid a fee by the Sponsor of $• at the time of its purchase of the initial Baskets which is expected to occur on •, 2003. In addition, the Initial Purchaser may receive commissions/fees from investors who purchase Shares from the initial Baskets through their commission/fee-based brokerage accounts, in an amount between $• and $•.

UBS Warburg

The date of this prospectus is •, 2003.

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

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

TABLE OF CONTENTS



Statement Regarding Forward-Looking Statements	i
Prospectus Summary		1
Report of the Independent Auditors		5
Statement of Financial Condition		6
Risk Factors		7
Overview of the Gold Industry		12
Operation of the Gold Bullion Market		17
Analysis of Movements in the Price of Gold		20
Business of the Trust		22
Description of the Trust		26
The Trustee and the Custodian		27
Description of the Shares		28
Custody of the Trust's Gold		29
Description of the Custody Agreements		31
Creation and Redemption of Shares		35
Description of the Trust Indenture		39
United States Federal Tax Consequences		49
ERISA and Related Considerations		53
Plan of Distribution		54
Legal Matters		55
Experts		55
Where You Can Find More Information		55

Until • , 2003 (25 days after the date of this prospectus), all dealers effecting transactions in the offered Shares, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

Statement Regarding Forward-Looking Statements

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

Prospectus Summary

This is only a summary of the prospectus and does not contain all of the information that may be important to you. You should read this entire prospectus, including "Risk Factors" beginning on page 7, before making an investment decision about the Shares.

TRUST STRUCTURE

The Equity Gold Trust (Trust) is an investment trust, formed on •, 2003 under New York law pursuant to a Trust Indenture. The purpose of the Trust is to hold gold bullion. The material terms of the Trust are discussed in greater detail under the section "Description of the Trust Indenture" beginning on page 39. Shares represent units of fractional undivided beneficial interest in and ownership of the Trust and are expected to be traded under the ticker symbol GLD on the New York Stock Exchange (NYSE). The Trust is not a registered investment company under the Investment Company Act of 1940 and is not required to register under such act.

The Trust's Sponsor is World Gold Trust Services, LLC (WGTS), which is wholly-owned by the World Gold Council (WGC), a not-for-profit association registered under Swiss law. WGTS, a Delaware limited liability company formed July 17, 2002, will exercise oversight over the Trust's service providers and oversee Trust administration.

The Trustee and Custodian is HSBC Bank USA (HSBC). The roles and responsibilities of the Trustee and Custodian are set forth in the Trust Indenture and the Custody Agreements which are discussed in greater detail under the sections "Description of the Trust Indenture" and "Description of the Custody Agreements." The Custodian is an authorized gold depository under the rules of the London Bullion Market Association (LBMA). The Trustee and the Custodian are subject to removal by the Sponsor.

TRUST OVERVIEW

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

•

Ease and Flexibility of Investment. The Shares are exchange-listed equity instruments providing institutional and retail investors with indirect access to the gold bullion market. The Shares may be bought and sold on the NYSE like any other exchange-listed securities.

•

Expenses. For many investors, costs associated with buying and selling the Shares in the secondary market and the payment of the Trust's ongoing expenses are expected to be lower than the costs associated with buying and selling gold bullion and storing and insuring gold bullion in a traditional gold bullion account.

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

PRINCIPAL OFFICES

The Trust's office is located at 444 Madison Avenue, 3rd Floor, New York, New York 10022 and its telephone number is (212) 317-3800. The Sponsor's office is located at 444 Madison Avenue, New York, New York 10022. The Sponsor will maintain a public website on behalf of the Trust, www.equitygoldshares.com, containing information about the Trust and the Shares. The Trust's website address is only provided here as a convenience to you and the information contained on or connected to the website is not considered part of this prospectus. The Trustee is located at 452 Fifth Avenue, New York, New York 10018. The Custodian is located at 8 Canada Square, London, E14 5HQ, United Kingdom.

The Offering


Offering				The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust.
New York Stock Exchange symbol				GLD
CUSIP				•
Creation and redemption				The Trust will create and redeem the Shares on a continuous basis but only in baskets of 100,000 Shares (Baskets). Creation and redemption requires the delivery to or by the Trust of the amount of gold and any cash represented by the Shares being created or redeemed, the amount of which will be determined based on the combined Net Asset Value (NAV) of the number of Shares being created or redeemed. The initial amount of gold required for deposit to create Shares is 10,000 ounces per Basket. The number of ounces of gold required to create a Basket or to be delivered upon the redemption of a Basket will gradually decrease over time, due to the accrual of the Trust's expenses and the sale of the Trust's gold to pay the Trust's expenses. Baskets may be created or redeemed only by an Authorized Participant, who will pay a transaction fee for each order to create or redeem Baskets and may sell the Shares from the Baskets they create to other investors. The Trust will issue additional Shares on a continuous basis in Baskets to Authorized Participants. See "Creation and Redemption of Shares" for more details.
Net Asset Value				NAV, determined by the Trustee at the close of trading on the New York Stock Exchange (NYSE) on each business day, is the aggregate value of the Trust's assets less its liabilities (which include accrued expenses). In determining NAV, the Trustee will value the gold held by the Trust based on the price of an ounce of gold as fixed by the five fixing members of the LBMA at 3:00PM London, England time (London PM Fix). The Trustee will also determine the NAV per Share.

•

The Depository Trust Company (DTC), the securities depository for the Shares, is unwilling or unable to perform its functions under the Trust Indenture and no replacement is available;

•

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

•

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

•

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

•

The Trustee resigns or is removed and no successor Trustee is appointed;

•

The Custodian resigns and no successor Custodian is appointed; or

•

The sale of all of the Trust's assets.

Report of the Independent Auditors

[To be furnished by amendment]

Statement of Financial Condition

(PRO FORMA) OPENING OF BUSINESS •, 2003


Assets
Investment in gold bullion, at value ¹	$	[a]
Total assets		[a]

Liabilities and Interest of Beneficial Owners
Total liabilities ²		—

NET ASSETS
Total net assets (applicable to 100,000 Shares outstanding) ³	$	[a]

Net Asset Value per Equity Gold Share
NAV per Share (comprising [a] / 100,000 Shares outstanding) ³	$	[a/100,000]


(1)	On the date of the formation of the Trust, the Custodian received 10,000 ounces of unallocated gold on behalf of the Trust, from the Initial Purchaser, in exchange for 1 Basket equivalent to 100,000 Shares. The value of gold has been based on the London PM Fix for the date of the formation of the Trust.

(2)

The costs of the Trust's organization and the initial offering of the Shares, estimated at • , will be borne by the Sponsor. The Trustee has agreed to forego its fee and assume all ordinary expenses of the Trust through the 30th day following the commencement of trading of the Shares on the NYSE. For the period from the 31st day to the first anniversary of the commencement of trading of the Shares on the NYSE, the Trustee will reduce its fee and assume the ordinary expenses of the Trust to the extent that the aggregate annual ordinary expenses of the Trust exceed 0.30% of the average daily value of the Trust's assets (before expenses). The Trust will pay on an ongoing basis the expenses of its operation, including the fees of its Trustee, as described under "Business of the Trust — Trust Expenses" and "Description of the Trust Indenture — Expenses of the Trust" in this prospectus.


(3)	The Shares are created and redeemed in Baskets of 100,000 Shares. See "Creation and Redemption of Shares."

Risk Factors

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

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

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

•

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

•

Investors' expectations with respect to the rate of inflation;

•

Currency exchange rates;

•

Interest rates;

•

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

•

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

In the event that the price of gold declines, the value of an investment in the Shares is expected to decline proportionately.

The sale of gold by the Trust to pay expenses will reduce the amount of gold represented by each Share on an ongoing basis.

The expenses of the Trust will be accrued, with ordinary expenses being accrued on a daily basis. The Trust will sell its gold over time to pay for its expenses. As a result, the amount of gold represented by each Share will gradually decline on an ongoing basis. For this reason, the trading price of the Shares is expected to gradually decline relative to the price of gold, as the amount of gold represented by the Shares gradually declines.

The Shares may trade in the secondary market at prices that are lower or higher than the value of the gold held by the Trust.

The Shares may trade at either a discount or premium relative to their NAV per Share. The amount of the discount or premium may be influenced by non-concurrent trading hours between the major gold markets and the NYSE. While the Shares will trade on the NYSE until 4:00 PM New York time, liquidity in the global Over-the-Counter market for gold will be reduced after the close of the COMEX, a division of the New York Mercantile Exchange, at 1:30 PM New York time. As a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may widen.

Expenses of the Trust may be higher than anticipated, thus reducing the NAV.

The expenses of the Trust, which accrue daily, are described in "Business of the Trust — Trust Expenses" and "Description of the Trust Indenture — Expenses of the Trust." While these are the reasonably anticipated expenses, if additional or increased expenses arise, or extraordinary expenses occur, the Trust will bear such additional expense, resulting in a decrease in the NAV.

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

The Trustee will sell gold held by the Trust to pay Trust expenses on an as needed basis irrespective of then current gold prices. The Trust is not actively managed and no attempt will be made to sell gold to

Risk Factors

take advantage of fluctuations in the price of gold. Consequently, gold may be sold at a time when the gold price is low, resulting in a negative effect on the value of the Shares.

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

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

The Sponsor and its management have no history of operating an investment vehicle like the Trust.

The Sponsor was expressly formed to be the sponsor of the Trust and has no history of past performance. The past performances of the Sponsor's management in positions with the WGC are no indication of their ability to manage an investment vehicle such as the Trust.

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

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

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

The termination of the Trust and the liquidation of the Trust's assets may be triggered by events outside of the Sponsor's or the Shareholders' direct control, including:

•

If the Shares are de-listed from the NYSE, unless the Shares are listed for trading on another US national securities exchange or through the Nasdaq Stock Market within five business days from the date the Shares are de-listed; or

•

If the Trust's NAV remains less than $ • for a period of • consecutive days at any time after the first 90 days of the Shares being traded on the NYSE.

The termination of the Trust at a time of lower gold prices could negatively affect Shareholders.

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

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

The operations of the Trust and the Sponsor depend on support from the WGC. This support may not be available in the future.

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

Risk Factors

The ongoing operations of the Trust depend on the financial and management support of the Sponsor. The Trustee's agreement to reduce its fee and bear all ordinary expenses of the Trust through the 30th day following commencement of trading of the Shares on the NYSE and thereafter until the first anniversary of the Trust's inception, to the extent the aggregate annual expenses of the Trust exceed 0.30% of the average daily value of the Trust's assets depends on the financial and management support of the Sponsor. Similarly, the Sponsor's undertaking to indemnify the Trust and the Shareholders against certain claims of infringement of intellectual property rights and contractual entitlement to act as trustee (see the section entitled "Alleged competing intellectual property and trustee claims" below), also depends on the financial and management support of the Sponsor. The operations of the Sponsor, in turn, depend on the financial and management support of the WGC. If the WGC limits or ends its support of the Sponsor for any reason, the operations of the Trust and an investment in the Shares may be adversely affected. As a result, the Trust may be required to terminate.

The WGC's members determine the financial plan of the WGC. The WGC's current and reasonably forseeable liabilities are underwritten by the WGC's members through the end of 2003. The Sponsor's current and reasonably foreseeable liabilities are also underwritten by the WGC's members through the end of 2004. The WGC's members intend that future financial plans of the WGC will cover a three-year prospective period and will be considered on a rolling basis. There is no assurance that the WGC's members will fund the WGC or, indirectly, the Sponsor in the future in the same manner as they have in the past. Lack of such funding could adversely affect the ability of the Sponsor to support the Trust.

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

As interests in a passive investment trust, the Shares have none of the statutory rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring "oppression" or "derivative" actions). See "Description of the Shares" for a description of the limited rights of holders of Shares.

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

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

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

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

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

The official sector consists of central banks, other governmental agencies and multi-lateral institutions which hold gold. The official sector holds a significant amount of gold, most of which is static, meaning that it is held in vaults and is not bought, sold, leased or swapped or otherwise mobilized in the open market. A number of central banks have sold portions of their gold over the past 10 years, with the result that the official sector, taken as a whole, has been a net supplier to the open market. Since 1999, sales have been made in a coordinated manner under the terms of the Central Bank Gold Agreement, under which 15 of the world's major central banks (including the European Central Bank) signed an agreement to limit the level of their gold sales and lending to the market for the following five years. See "Overview of the Gold Industry — Sources of Gold Supply" and "Analysis of Movements in the Price of Gold" for more details. Although the Central Bank Gold Agreement is widely expected to be renewed, probably for

Risk Factors

a further five years, when it expires in September 2004, it is possible that this agreement will not be renewed. In the event that future economic, political or social conditions or pressures require members of the official sector to liquidate their gold assets all at once or in an uncoordinated manner, the demand for gold might not be sufficient to accommodate the sudden increase in the supply of gold to the market. Consequently, the price of gold could decline significantly, which would adversely affect an investment in the Shares.

A widening of interest rate differentials could negatively affect the price of gold.

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

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

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

Gold held by the Trust may be uninsured.

If the Trust's gold is lost, damaged or destroyed, the only recourse of the Trust might be against the Custodian or subcustodians, any of which may not have the financial resources to satisfy a valid claim by the Trust. While the Custodian has agreed to maintain insurance with regard to its business, the Trust will not be a beneficiary of any such insurance and does not have the ability to dictate the nature or amount of coverage.

Gold bullion allocated to the Trust may not meet the London Good Delivery bar standards.

Although the Custodian is responsible for allocating gold bullion which meets the London Good Delivery bar standards to the Trust, neither the Trustee nor the Custodian independently confirms the fineness of the gold allocated to the Trust. The gold bullion allocated to the Trust by the Custodian in connection with the creation of Shares may be of a fineness or weight different from that reported to the Custodian or required by the Trust. If the Trustee nevertheless delivers the Shares, the Trust may suffer a loss. The standards for a London Good Delivery bar are described in "Operation of the Gold Bullion Market – The London Bullion Market."

The Trustee and the Custodian exercise limited or no oversight over the subcustodians who may hold the Trust's gold.

Under the Allocated Bullion Account Agreement described in "Description of the Custody Agreements," the Custodian may appoint from time to time one or more subcustodians to hold the Trust's gold. These subcustodians may in turn appoint their own subcustodians. The Custodian is required by the Custody Agreements to use reasonable care in appointing its subcustodians but has no duty to oversee these subcustodians after they have been appointed. The Custodian also has no responsibility for the appointment of, and exercises no oversight over, subcustodians appointed by a subcustodian which the Custodian has appointed. The Trustee exercises no oversight over any subcustodian.

The ability of the Trustee and the Custodian to take legal action against subcustodians may be limited.

There are expected to be no written contractual arrangements between subcustodians who may hold the Trust's gold and the Trustee or the Custodian. As such, the ability of the Trustee or the Custodian to bring legal action against any subcustodian may be limited or unavailable.

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

Gold which is part of a deposit for a purchase order or part of a redemption distribution will be held for a time in the Trust's unallocated gold account. During that time, the Trust will be an unsecured creditor

Risk Factors

of the Custodian with respect to the amount so held. In the event the Custodian became insolvent, the Custodian's assets might not be adequate to satisfy a claim by the Trust for the amount of gold held in the Trust's unallocated gold account.

Alleged competing intellectual property and trustee claims could adversely affect the Trust and an investment in the Shares.

A major third party financial institution has made allegations to the Sponsor asserting ownership of certain intellectual property which may be connected with the Trust and contractual entitlement to act as the trustee of the Trust. The Sponsor believes these allegations arose in the context of exploratory discussions between the Sponsor, the third party financial institution and various other parties during the very early phases of the Trust's development. No proceedings have been instituted, and the Sponsor does not believe that this third party financial institution has any valid claims. Nevertheless, it is possible that the negotiation, litigation or settlement of such claims, or the ultimate disposition of such claims in a court of law if a suit is brought, could adversely affect the Trust and an investment in the Shares, such as possibly resulting in expenses or damages or the termination of the Trust. The Sponsor has agreed to indemnify the Trust and the Shareholders against any expenses or damages that the Trust may incur as a result of these allegations during the life of the Trust.

In issuing Shares, the Trustee will rely on certain information received from the Custodian which is subject to confirmation after the Trustee has relied on the information.

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

The Trust's obligation to reimburse the Initial Purchaser for certain liabilities in the event the Sponsor fails to indemnify the Initial Purchaser could adversely affect an investment in the Shares

The Sponsor has agreed to indemnify the Initial Purchaser against any loss, damage, expense, liability or claim that may be incurred by the Initial Purchaser in connection with (1) any untrue statement or alleged untrue statement of a material fact contained in this prospectus and the exhibits to the registration statement of which this prospectus is a part, (2) any untrue statement or alleged untrue statement of a material fact made by the Sponsor with respect to any representations and warranties or any covenants under the distribution agreement between the Sponsor and the Initial Purchaser, dated •, 2003, or failure of the Sponsor or the Trust to perform any agreement or covenant therein, [(3) any untrue statement or alleged untrue statement of a material fact contained in any materials used in connection with the marketing of the Shares] and (4) in connection with third party allegations as described in "Alleged competing intellectual property and trustee claims could adversely affect the Trust and an investment in the Shares" below, and to contribute to payments that the Initial Purchaser may be required to make in respect thereof. The Trust has agreed to reimburse the Initial Purchaser in respect of any liabilities arising under (i) of the preceding sentence or under (ii) of the preceding sentence insofar as they relate to statements by or about the Trust or failures of the Trust to perform an agreement or covenant to the extent the Sponsor has not paid such amounts directly when due. In the event the Trust is required to pay any such amounts, the Trustee would be required to sell assets of the Trust to cover the amount of any such payment and the NAV of the Trust would be reduced accordingly.

Overview of the Gold Industry

HOW GOLD TRAVELS FROM THE MINE TO THE CUSTOMER

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

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

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

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

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

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

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

GOLD SUPPLY AND DEMAND

Gold is a physical asset that is accumulated, rather than consumed. As a result, virtually all the gold that has ever been mined still exists today in one form or another. The Gold Fields Mineral Services Ltd. (GFMS) Gold Survey 2003 estimates that existing above-ground stocks of gold amounted to 147,800 tonnes (approximately 4.8 billion ounces) at the end of 2002. These stocks have increased by 2.1% per year on average for the ten years ending December 2002.

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

•

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

•

Gold purchased or held as a raw material or commodity.

Overview of the Gold Industry

The first category, gold held as a store of value or monetary asset, includes the 33,580 tonnes of gold that is estimated to be owned by the official sector (central banks, other governmental agencies and multi-lateral institutions such as the International Monetary Fund). An estimated 4,280 tonnes of this gold has already been mobilized into the market and fabricated into gold products. This reduces to 29,300 (19.8% of the estimated total) the total that could theoretically become available in the unlikely event that all official sector holdings were liquidated. The 22,700 tonnes of gold (15.4% of the estimated total) in the hands of private investors also falls into this first category. While much of the gold in this category exists in bullion form and, in theory, could be mobilized and made available to the market, there are currently no indications that a significantly greater amount of gold will be mobilized in the near future than has been mobilized in recent years.

The second category, gold held as a raw material or commodity, includes the 75,500 tonnes of gold (51.1% of the estimated total) that has been manufactured into jewelry. As all gold jewelry exists as fabricated products, the jewelry would need to be remelted and transformed into bullion bars before being mobilized into the market in an acceptable form. While adornment is the primary motivation behind purchases of gold jewelry in the industrialized world, much of the jewelry in the developing world has an additional store of value element, with this jewelry being held, at least in part, as a means of savings. As such jewelry tends to be of higher purity, the price of an item of jewelry is more closely correlated with the value of the gold contained in it than is the case in the industrialized world. As a result, this jewelry is more susceptible to recycling. Recycled jewelry, primarily from the developing world, is the largest single component of annual gold scrap supply, which has averaged 696 tonnes annually over the last ten years.

The second category also includes the 16,700 tonnes of gold (11.3% of the estimated total) that has been manufactured or incorporated into industrial products. Similar to jewelry, this gold would need to be recovered from the industrial products, remelted and recast into bars before it could be mobilized into the market. Small quantities of remelted gold from industrial products come onto the market each year.

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

World Gold Supply and Demand (1993 – 2002)

The following table sets forth a summary of the world gold supply and demand for the last ten years which is based on information reported in the GFMS Gold Survey 2003 .


	1993		1994			1995			1996			1997			1998		1999		2000			2001			2002
Supply
												(Tonnes) ¹
Mine production		2,291		2,285			2,291			2,375			2,493			2,542		2,574		2,591			2,623			2,587
Old gold scrap		577		621			631			644			626			1,099		608		609			708			835
Official sector sales		468		130			167			279			326			363		477		479			529			556
Net producer hedging		142		105			475			142			504			97		506		(15	)		(151	)		(423	)
Total Reported Supply		3,478		3,141			3,564			3,440			3,949			4,101		4,165		3,664			3,709			3,555
Demand
Gold fabrication in carat jewelry		2,559		2,640			2,812			2,856			3,311			3,182		3,154		3,232			3,038			2,689
Gold fabrication in electronics		178		187			204			207			235			225		247		285			204			210
Gold fabrication in dentistry		63		64			67			68			70			64		66		69			68			69
Gold fabrication in other industrial and decorative applications		100		104			110			113			115			103		99		101			101			82
Retail investment		331		349			465			298			493			337		446		335			359			377
Total Reported Demand		3,232		3,344			3,657			3,541			4,223			3,911		4,011		4,022			3,769			3,427
Supply less Demand ²		246		(203	)		(92	)		(102	)		(275	)		191		154		(357	)		(61	)		128

(1)

"Tonne" refers to one metric tonne. This is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.

(2)

A negative number means that total reported demand exceeded total reported supply. Totals may not add due to independent rounding.

Overview of the Gold Industry

SOURCES OF GOLD SUPPLY

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

Mine production

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

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

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

Since 1984, the amount of new gold that is mined each year has been substantially lower than the level of physical demand. For example, during the five years from 1998 to 2002, new mine production only satisfied 67% of the total demand for fabrication and retail investment. The shortfall in total supply has been met by additional supplies from existing above-ground stocks, predominantly coming from the recycling of fabricated gold products, official sector sales and net producer hedging.

Old gold scrap

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

Official sector sales

Historically, central banks have retained gold as a strategic reserve asset. However, since 1989 the official sector has been a net seller of gold to the private sector, supplying an average of 368 tonnes per year from 1989 to 2002 inclusive. This has resulted in net movements of gold from the official to the private sector. Owing to the prominence given by market commentators to this activity and the size of official sector gold holdings, this area has been one of the more visible sources of supply. The official sector will continue to play an important role in the dynamics of the gold market.

The Central Bank Gold Agreement, also known as the Washington Agreement on Gold (WAG), announced during the IMF meetings in Washington, DC on September 26, 1999, is a voluntary agreement among key central banks to clarify their intentions with respect to their gold holdings. The signatories to the agreement were the European Central Bank and 14 other central banks. These institutions agreed not to enter the gold market as sellers except for already decided sales, which were to be achieved through a five year program that limited annual sales to approximately 400 tonnes and total sales over the period to 2,000 tonnes. The signatories further agreed not to expand their use of gold lending and derivatives over the period. The agreement, unless renewed, expires in 2004. The United States and Japan, while not signatories, agreed to abide by the spirit of the agreement.

Overview of the Gold Industry

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

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

Net producer hedging

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

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

Overview of the Gold Industry

SOURCES OF GOLD DEMAND

As reported by published statistics, the demand for gold was less than 3.0% of total above ground stocks in 2002. Demand for gold is driven primarily by demand for jewelry, which is used for adornment and, in much of the developing world, as an investment. Retail investment and industrial applications represent increasingly important, though relatively small, components of overall demand. Retail investment is measured as customer purchases of bars and coins. Gold bonding wire and gold plated contacts and connectors are the two most frequent uses of gold in industrial applications.

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

Jewelry

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

Electronics, dentistry and other industrial and decorative applications

Gold bonding wire and gold plated contacts and connectors are the two most frequent uses of gold in electronics. Other uses include high-melting point gold alloy solders and gold thick film pastes for hybrid circuits. In conservative and restorative dentistry, gold is generally used alloyed with other noble metals and with base metals, for inlay and onlay fillings, crown and bridgework and porcelain veneered restorations. Increasingly, pure gold electroforming is being used for dental repairs. Other industrial applications of gold include the use of thin gold coatings on table and enamel ware for decorative purposes and on glasses used in the construction and aerospace industries to reflect infra-red rays. Small quantities are also used in various pharmaceutical applications, including the treatment of arthritis, and in medical implants. Future applications for gold catalysts are in pollution control, clean energy generation and fuel cell technology. In addition, work is under way on the use of gold in cancer treatment.

Retail investment

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

Operation of the Gold Bullion Market

GLOBAL OVER-THE-COUNTER MARKET

Gold trading on the global Over-the-Counter (OTC) market consists of transactions in spot, forwards, and options and other derivatives, together with exchange-traded futures and options. The OTC market trades on a 24-hour per day continuous basis and accounts for most global gold trading.

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

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

The main centers of the OTC market are London, New York and Zurich. Mining companies, central banks, manufacturers of jewelry and industrial products, together with investors and speculators, tend to transact their business through one of these market centers. Centers such as Dubai and several cities in the Far East also transact substantial OTC market business, typically involving jewelry and small bars (1 kilogram or less). Bullion dealers have offices around the world and most of the world's major bullion dealers are either members or associate members of the LBMA. Of the 10 market-making members of the LBMA, six offer clearing services. There are a further 44 full members, plus a number of associate members around the world.

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

THE LONDON BULLION MARKET

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

The term "loco London" gold refers to gold physically held in London that meets the specifications for weight, dimensions, fineness (or purity), identifying marks (including the assay stamp of a LBMA acceptable refiner) and appearance set forth in "The Good Delivery Rules for Gold and Silver Bars" published by the LBMA. Gold bars meeting these requirements are described in this prospectus from time

Operation of the Gold Bullion Market

to time as "London Good Delivery bars." The unit of trade in London is the troy ounce, whose conversion between grams is: 1000 grams = 32.1507465 troy ounces and 1 troy ounce = 31.1034768 grams. A London Good Delivery bar is acceptable for delivery in settlement of a transaction on the OTC market. Typically referred to as 400-ounce bars, a London Good Delivery bar must contain between 350 and 430 fine troy ounces of gold, with a minimum fineness (or purity) of 995 parts per 1000 (99.5%), be of good appearance and be easy to handle and stack. The fine gold content of a gold bar is calculated by multiplying the gross weight of the bar (expressed in units of 0.025 troy ounces) by the fineness of the bar. A London Good Delivery bar must also bear the stamp of one of the melters and assayers who are on the LBMA approved list. The gold spot price always refers to that of a London Good Delivery bar. Business is generally conducted over the phone and through a widely used electronic dealing system.

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

Formal participation in the London fix is traditionally limited to five members of the LBMA, each a bullion dealer. The fix is held in London, starting at 10:30 AM and 3:00 PM London time, at the offices of the fixing chairman, N M Rothschild & Sons Limited. The other members of the gold fixing are currently Deutsche Bank AG, HSBC Bank USA, ScotiaMocatta (a subsidiary of the Bank of Nova Scotia), and Société Générale. Any other market participant wishing to participate in trading on the fix is required to do so through one of these five dealers.

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

FUTURES EXCHANGES

The most significant gold futures exchanges are the COMEX, a division of the New York Mercantile Exchange, and the Tokyo Commodity Exchange (TOCOM). The COMEX is the largest exchange in the world for trading of metals futures and options and has been trading gold since 1974. The TOCOM has been trading gold since 1982. Trading on these exchanges is based on fixed delivery dates and transaction sizes for the futures and options contracts traded. Trading costs are negotiable. As a matter of practice, only a small percentage of the futures market turnover ever comes to physical delivery of the gold represented by the contracts traded. Both exchanges permit trading on margin. Margin trading can add to the speculative risk involved given the potential for margin calls if the price moves against the contract holder. COMEX operates through a central clearance system, while TOCOM operates as an intermediary between members for settlement. This is technically different from being a counterparty for each member for clearing (as in the case of COMEX), but in practice the result is very similar.

Operation of the Gold Bullion Market

OTHER EXCHANGES

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

MARKET REGULATION

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

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

Participants in the US OTC market for gold are generally regulated by their existing market regulators. For example, participating banks are regulated by the banking authorities. In the US, Congress created the Commodity Futures Trading Commission (CFTC) in 1974 as an independent agency with the mandate to regulate commodity futures and option markets in the United States. The CFTC regulates market participants and has established rules designed to prevent market manipulation, abusive trade practices and fraud. The CFTC requires that any trader holding an open position of more than 100 lots (i.e., 10,000 ounces) in any one contract month on COMEX must declare his identity, the nature of his business (hedging, speculative, etc.) and the existence and size of his positions.

Market integrity on the TOCOM is preserved by the TOCOM's authority to perform financial and operational surveillance on its members' trading activities, scrutinize positions held by members and large-scale customers, and monitor the price movements of futures markets by comparing them with cash and other derivative markets' prices. To act as a Futures Commission Merchant Broker, a broker must obtain a license from Japan's Ministry of Economy, Trade and Industry (METI). METI establishes the rules for operation of the commodity exchange and administers the exchange and its members through requirements of law and various supervisory functions.

Analysis of Movements in the Price of Gold

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

The following chart provides historical background on the price of gold. The chart illustrates movements in the price of gold in US dollars per ounce over the period from January 1971 to May 1, 2003, based on the London PM Fix.

The following chart illustrates the movements in the price of gold in US dollars per ounce over the period from January 1999 to May 1, 2003, which corresponds to the boxed portion of the above chart.

Analysis of Movements in the Price of Gold

After reaching a 20-year low of $252.80 per ounce at the London PM Fix on July 20, 1999, the gold price staged a gradual increase to close the year 2002 at $342.75 per ounce (the morning fix on December 31, 2002). Since the start of 2003, the gold price has risen to a high fix of $385.00 per ounce (the morning fix on February 5, 2003), before falling back into the $330-350 per ounce range.

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

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

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

The continuation of the upward price trend during 2002 reflected concerns over the global economy, equity markets and whether stock prices were discounting over-optimistic earnings streams, along with concerns over banking crises (Argentina, Japan), currency volatility (notably affecting the US dollar), corporate governance issues and growing political tension. Political issues were particularly influential during the early part of 2003. The markets have been attuned to the changing nuances in the political arena, notably with respect to the Middle East. North Korea's recent moves to reactivate its nuclear program have also been a topic of considerable concern, and increasing tensions between Pakistan and India have also fuelled purchases. Buying activity in the gold market as a result of political tensions has come from a full range of market participants. These participants have ranged from the "man in the street," particularly in Asia, through money managers looking to diversify risk, to speculators looking to trade trends. Speculative activity contributed to the gold price's sharp rise in early February and its subsequent retracement as speculators took profits when political risks appeared to lessen. However, the risk-averse investors have generally not left the market. Volatility in the price has also deterred some would-be jewelry purchasers in price sensitive markets, as many of these buyers prefer to wait for stable times.

Business of the Trust

The purpose of the Trust is to hold gold bullion. As the value of the Shares is tied to the value of the gold held by the Trust, it is important in understanding the investment attributes of the Shares to first understand the investment attributes of gold.

THE CASE FOR INVESTING IN GOLD

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

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

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

Gold is often purchased as a hedge against inflation and currency fluctuations because, historically, it has tended to maintain its long-term value in terms of purchasing power. Investors should be aware that past maintenance of gold's long-term value provides no assurance that gold will maintain its long-term value in the future.

STRATEGY BEHIND THE SHARES

The Shares are intended to offer investors a new and different opportunity to participate in the gold market through the securities market. Most pension funds, mutual funds and other investment vehicles do not or cannot hold physical commodities or their derivatives. In addition, the logistics of buying, storing and insuring gold have constituted a barrier to entry for institutional and retail investors alike. The offering of the Shares is intended to overcome these barriers to entry. The logistics of storing and insuring gold are dealt with by the Custodian and the related expenses are built into the price of the Shares. Therefore, the investor does not have any additional tasks or costs over and above those associated with dealing in any other publicly traded security.

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

•

Easily Accessible. Investors can access the gold market through a traditional brokerage account holding the Shares. Investors can more effectively implement strategic and tactical asset allocation strategies that use gold by using the Shares instead of using the traditional means of purchasing, trading and holding gold.

Business of the Trust

•

Relatively Cost Efficient. For many investors, transaction costs related to the Shares will be lower than those associated with the purchase, storage and insurance of physical gold.

•

Exchange Traded. The Shares will trade on the NYSE, providing investors with an efficient means to implement various investment strategies. The Shares will be eligible for margin accounts.

•

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

TRUST EXPENSES

The Trust's ordinary operating expenses are accrued daily and are reflected in the NAV of the Trust. Expenses include fees and expenses of the Trustee and the Sponsor, expenses of the custody of gold other than the Custodian's fee, printing and mailing costs, legal and audit fees, SEC registration fees and the NYSE listing fees. Fees for services provided by the Custodian are included in the Trustee's fee. The Sponsor will pay the costs of the Trust's organization and the initial sale of the Shares, including the applicable SEC registration fees. The Trustee will sell gold held by the Trust on an as needed basis to pay the Trust's expenses. As a result, the amount of gold to be sold will vary from time to time depending on the level of the Trust's expenses and the market price of gold. Cash held by the Trustee pending payment of the Trust's expenses will not bear any interest.

The Trustee will charge no fee and will pay the ordinary expenses of the Trust's operation for the period from the day the Shares commence trading on the NYSE through the 30 ^th day following such commencement. Starting the 31 ^st day after the commencement of the trading of the Shares on the NYSE through the first anniversary of such commencement, the Trustee will reduce its fee and will assume the ordinary expenses of the Trust to the extent that the aggregate annual expenses of the Trust exceed 0.30% of the average daily value of the Trust's assets (before expenses). The Trustee and the Sponsor have a separate agreement concerning payment by the Sponsor of compensation to the Trustee for this period.

After the adjusted NAV (ANAV) of the Trust first reaches $1 billion (but not prior to the 31st day following the commencement of trading of the Shares on the NYSE), the Sponsor will receive an annual fee as compensation for its services to the Trust in an amount equal to 0.05% of the daily ANAV of the Trust. See "Description of the Trust Indenture — Valuation of Gold" for a description of the ANAV of the Trust. The Sponsor's fee, which may not exceed the actual costs to the Sponsor of providing such services, will be payable monthly in arrears. The Sponsor will also receive reimbursement for all of its disbursements and expenses incurred in connection with the Trust exclusive of its ordinary disbursements and expenses incurred through the 30th day following the commencement of trading of the Shares on the NYSE.

Business of the Trust

Pro Forma Impact of Trust Expenses

The table below demonstrates the impact of the Trust's anticipated ordinary operating expenses on the NAV of the Trust, based on the following arbitrary assumptions: (i) a beginning NAV of $1,325.60 million, based on 40 million Shares issued in exchange for 4 million ounces of gold at an initial price of $331.40 per ounce (London PM Fix at April 29, 2003), (ii) the price of gold remaining constant and (iii) no creations or redemptions of Baskets over the five-year period. The Trust may also incur costs of extraordinary services and other expenses not reflected in this table. See "Description of the Trust Indenture — Expenses of the Trust — Other Expenses." These extraordinary expenses include amounts required to be paid from the Trust for the indemnification of the Initial Purchaser to the extent such indemnification is not made by the Sponsor as described under "Risk Factors — The Trust's obligation to reimburse the Initial Purchaser for certain liabilities in the event the Sponsor fails to indemnify the Initial Purchaser could adversely affect an investment in the Shares."


	Year
Constant price	1			2		3		4		5
	(dollars and ounces in 000s, except percentage, per share and per ounce)
Illustrative gold price, at year-end (per ounce)	$	331.40		$	331.40	$	331.40	$	331.40	$	331.40
Year-on-Year (%)		0.0			0.0		0.0		0.0		0.0
Total Expenses
Trustee Fees ¹	$	1,589.06	^⁽²⁾	$	1,585.75	$	1,582.45	$	1,579.15	$	1,575.86
Administration Fees ³		510.00			507.00		507.00		507.00		507.00
Sponsor Fees ⁴		662.11			660.73		659.35		657.98		656.61
Total Expenses		2,761.17			2,753.48		2,748.80		2,744.13		2,739.47
Beginning ounces of gold		4,000.00			3,991.67		3,983.36		3,975.07		3,966.78
less: Ounces sold		8.33			8.31		8.29		8.28		8.27
Ending ounces of gold		3,991.67			3,983.36		3,975.07		3,966.78		3,958.52
Ending Net Asset Value	$	1,322,839		$	1,329,085	$	1,317,337	$	1,314,592	$	1,311,853
Shares outstanding		40,000			40,000		40,000		40,000		40,000
NAV (per share)	$	33.07		$	33.00	$	32.93	$	32.86	$	32.80

(1)

Trustee fees (which include the cost of custody services) are based on the adjusted Net Asset Value (ANAV) of the Trust (described in "Description of the Trust Indenture — Valuation of Gold, Definition of Net Asset Value and Adjusted Net Asset Value") and are 0.12% of the first $10 billion of ANAV and 0.10% of any ANAV amount over $10 billion.

(2)

During the first year of the Trust's operation, the Trustee has agreed to forego or reduce its fees and bear the ordinary expenses of the Trust, as described in "Business of the Trust — Trust Expenses" and in "Description of the Trust Indenture — Expenses of the Trust." To demonstrate the impact of trust expenses over time, this reduction has not been reflected in this table.

(3)

Administrative fees include the following: (i) legal fees of $125,000 per year, (ii) audit fees of $40,000 per year, (iii) Reuters fees of $15,000 per year, (iv) NYSE fees of $5,000 in year 1 and $2,000 thereafter, (v) prospectus distribution center expenses of $125,000 per year, and (vi) printing fees of $200,000 per year. Administrative fees also include registration fees in connection with the registration of additional Shares. However, because the table assumes that no additional creations of Baskets will be made over the five-year period, the table does not reflect the payment of SEC registration fees.

(4)	Sponsor fees are 0.05% of ANAV, but only after the ANAV first equals or exceeds $1 billion after the 30 ^th day following the commencement of trading of the Shares on the NYSE.

Business of the Trust

Pro Forma Impact of Trust Expenses

The table below demonstrates the impact of the Trust's anticipated ordinary operating expenses on the NAV of the Trust, based on the following arbitrary assumptions: (i) a beginning NAV of $1,325.60 million, based on 40 million Shares issued in exchange for 4 million ounces of gold at an initial price of $331.40 per ounce (London PM Fix at April 29, 2003), (ii) the initial gold price increasing or decreasing by 5.0% per year, and (iii) no creations or redemptions over the five-year period. The Trust may also incur costs of extraordinary services and other expenses not reflected in this table. See "Description of the Trust Indenture — Expenses of the Trust — Other Expenses." These extraordinary expenses include amounts required to be paid from the Trust for the indemnification of the Initial Purchaser to the extent such indemnification is not made by the Sponsor as described under "Risk Factors — The Trust's obligation to reimburse the Initial Purchaser for certain liabilities in the event the Sponsor fails to indemnify the Initial Purchaser could adversely affect an investment in the Shares."


	Year
Increasing prices	1			2			3			4			5
	(dollars and ounces in 000s, except percentage, per share and per ounce)
Illustrative gold price, at year-end (per ounce)	$	347.97		$	365.37		$	383.64		$	402.82		$	422.96
Year on Year (%)		5.0			5.0			5.0			5.0			5.0
Total Expenses
Trustee Fees ¹	$	1,628.89	^⁽²⁾	$	1,706.81		$	1,788.49		$	1,874.11		$	1,963.86
Administration Fees ³		510.00			507.00			507.00			507.00			507.00
Sponsor Fees ⁴		678.70			711.17			745.20			780.88			818.27
Total Expenses		2,817.59			2,924.98			3,040.69			3,161.99			3,289.13
Beginning ounces of gold		4,000.00			3,991.72			3,983.54			3,975.43			3,967.41
less: Ounces sold		8.28			8.18			8.10			8.03			7.95
Ending ounces of gold		3,991.72			3,983.54			3,975.43			3,967.41			3,959.46
Ending Net Asset Value	$	1,388,999		$	1,455,459		$	1,525.123		$	1,598,147		$	1,674,692
Shares outstanding		40,000			40,000			40,000			40,000			40,000
NAV (per share)	$	34.72		$	36.39		$	38.13		$	39.95		$	41.87
Decreasing prices
Illustrative gold price, at year-end (per ounce)	$	314.83		$	299.09		$	284.13		$	269.93		$	256.43
Year-on-Year (%)		(5.0	)		(5.0	)		(5.0	)		(5.0	)		(5.0	)
Total Expenses
Trustee Fees ¹	$	1,549.23	^⁽²⁾	$	1,468.67		$	1,392.26		$	1,319.81		$	1,251.09
Administration Fees ³		510.00			507.00			507.00			507.00			507.00
Sponsor Fees ⁴		645.51			611.94			580.11			549.92			521.29
Total Expenses		2,704.74			2,587.61			2,479.38			2,376.73			2,279.37
Beginning ounces of gold		4,000.00			3,991.61			3,983.16			3,974.64			3,966.04
less: Ounces sold		8.39			8.45			8.52			8.60			8.68
Ending ounces of gold		3,991.61			3,983.16			3,974.64			3,966.04			3,957.36
Ending Net Asset Value	$	1,256,679		$	1,191,318		$	1,129,331		$	1,070,544		$	1,014,791
Shares outstanding		40,000			40,000			40,000			40,000			40,000
NAV (per share)	$	31.42		$	29.78		$	28.23		$	26.76		$	25.37

(1)

Trustee fees (which include the cost of custody services) are based on the ANAV of the Trust (described in "Description of the Trust Indenture — Valuation of Gold Definition of Net Asset Value and Adjusted Net Asset Value") and are 0.12% of the first $10 billion of ANAV and 0.10% of any ANAV amount over $10 billion.

(2)

(3)

(4)	Sponsor fees are 0.05% of ANAV, but only after the ANAV equals or exceeds $1 billion after the 30 ^th day following the commencement of trading of the Shares on the NYSE.

The Description of the Trust

The Trust is an investment trust, formed on • , 2003 under New York law pursuant to the Trust Indenture. The material terms of the Trust Indenture are discussed under "Description of the Trust Indenture" in this prospectus. The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust. The Trust is not managed like a corporation or an active investment vehicle. The purpose of the Trust is to hold gold bullion. The Trust's gold will only be sold, on an as needed basis; (1) to pay Trust expenses; (2) in the event the Trust terminates and liquidates its assets; (3) or as otherwise required by law or regulation. The sale of gold by the Trust is a taxable event to Shareholders. See "United States Federal Tax Consequences — Taxation of US Shareholders."

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

At the close of trading on the NYSE on each business day, the Trustee will determine the NAV of the Trust. NAV is the aggregate value of the Trust's assets less its liabilities (which include accrued expenses). In determining NAV, the Trustee will value the gold held by the Trust based on the London PM Fix price for an ounce of gold. The Trustee will also determine the NAV per Share.

For purposes of calculating the Trust's NAV, a business day, as defined in the Trust Indenture, means any day other than a day when either the NYSE is closed for regular trading or banks are authorized to close in New York City. If on a day when NAV is being calculated the London PM Fix gold price is not available, the gold price from the next most recent London Fix (AM or PM) will be used, unless the Trustee determines that such price is inappropriate to use.

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

The number of outstanding Shares will increase and decrease as a result of the creation and redemption of Baskets. The Trust will issue additional Shares on a continuous basis in Baskets when an Authorized Participant deposits the required amount of gold and any cash with the Trustee. The Trust will only redeem Baskets tendered for redemption by an Authorized Participant. Upon redemption, the Trust will deliver to the Authorized Participant the amount of gold and any cash represented by the tendered Shares, net of the Trust's liabilities.

Investors may obtain on a 24-hour basis gold pricing information based on the spot price for an ounce of gold from various financial information service providers. Current spot prices are also generally available with bid/ask spreads from gold bullion dealers. In addition, the Trust's website will provide ongoing pricing information for gold spot prices and the Shares. Market prices for the Shares will be available from a variety of sources including brokerage firms, information websites and other information service providers and the NAV of the Trust will be published by the Sponsor on each business day.

The Trust has no fixed termination date and will terminate when a termination event occurs under the Trust Indenture. See "Description of the Trust Indenture — Termination of the Trust."

The Trustee and the Custodian

HSBC will serve as the Trustee and as the Custodian of the Trust's gold. HSBC is a corporation organized under the laws of New York, with its trust office at 452 Fifth Avenue, New York, New York, 10018. HSBC is subject to supervision by the Federal Reserve Bank of New York, the Federal Deposit Insurance Corporation and the New York State Banking Department. Information regarding creation and redemption Basket composition, NAV, transaction fees and the names of the parties that have each executed a Participant Agreement may be obtained from HSBC's trust office at the following toll free number: • . A copy of the Trust Indenture is available for inspection at HSBC's trust office.

HSBC's London custodian office is located at 8 Canada Square, London, E14 5HQ, United Kingdom. In addition to supervision and examination by the U.S. federal and state banking authorities, HSBC's London custodian operations are subject to supervision by the Bank of England and the Financial Services Authority.

HSBC's parent company is HSBC USA Inc., a Maryland corporation. The global parent of both companies is HSBC Holdings PLC, which is incorporated in England.

Description of the Shares

GENERAL

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

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

DISTRIBUTIONS

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

VOTING AND APPROVALS

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

REDEMPTION OF THE SHARES

The Shares may only be redeemed by or through an Authorized Participant and only in Baskets of 100,000 Shares. See "Creation and Redemption of Shares" for details on the redemption of the Shares.

BOOK-ENTRY FORM

Individual certificates will not be issued for the Shares. Instead, a global certificate will be deposited by the Trustee with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificate will represent all of the Shares outstanding at any time. Under the Trust Indenture, Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies, (DTC Participants), (2) those who maintain a custodial relationship with a DTC Participant (Indirect Participants), and (3) those who hold interests in the Shares through DTC Participants or Indirect Participants. Shares are only transferable through the book-entry system of DTC. Shareholders who are not DTC Participants may transfer their Shares through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity through which their Shares are held) to transfer the Shares. Transfers will be made in accordance with standard securities industry practice.

Custody of the Trust's Gold

Custody of the gold bullion deposited with and held by the Trust will be provided by the Custodian at its London, England vaults, by subcustodians selected by the Custodian and by others acting on behalf of the subcustodians. The Custodian is an authorized gold depository under the rules of the LBMA.

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

The Trustee and the Custodian will enter into gold custody agreements which will establish an unallocated gold account for the Trust (Trust Unallocated Account) and an allocated gold account for the Trust (Trust Allocated Account). The Trust Unallocated Account will be used to facilitate the transfer of gold deposits and gold redemption distributions between Authorized Participants and the Trust in connection with the creation and redemption of Baskets and the sales of gold made by the Trustee for the Trust. Except for when gold is transferred in and out of the Trust or for when a small amount of gold remains in the Trust Unallocated Account at the end of a business day, the gold deposited with the Trust will be held in the Trust Allocated Account.

ALLOCATED ACCOUNTS

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

UNALLOCATED ACCOUNTS

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

TRANSFERS OF GOLD

For each creation of a Basket, gold will be transferred to the Trust in unallocated form by means of a credit to the Trust Unallocated Account from an Authorized Participant's unallocated gold account (Authorized Participant Unallocated Account) maintained with the Custodian. Transfers to or from an unallocated account are made by crediting or debiting the number of ounces of fine gold required to be deposited or withdrawn. Upon a deposit of gold to an Authorized Participant Unallocated Account for the creation of a Basket, the Custodian will transfer the deposited amount from the Authorized Participant Unallocated Account to the Trust Unallocated Account. The Custodian will then allocate specific bars of gold representing the amount of gold credited to the Trust Unallocated Account to the extent such amount is representable by whole bars. The allocated gold bars will be held in the Trust Allocated Account. The bars of gold may be held directly by the Custodian or by or for a subcustodian of the Custodian. The Custodian will create bar lists to identify the specific bars of gold allocated to the Trust.

The process of withdrawing gold from the Trust for a redemption of a Basket will follow the same general procedure as for depositing gold with the Trust for a creation of a Basket, only in reverse. Each

Custody of the Trust's Gold

transfer of gold between the Trust Allocated Account and the Trust Unallocated Account connected with a creation or redemption of a Basket may result in a small amount of gold being held in the Trust Unallocated Account after the completion of the transfer. The Custodian will follow practices in making deposits and withdrawals between the Trust Allocated Account and the Trust Unallocated Account which will minimize the amount of gold held in the Trust Unallocated Account as of the close of each business day. See "Creation and Redemption of Shares."

Description of the Custody Agreements

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

REPORTS

The Custodian will provide the Trustee with reports for each business day, no later than the following business day, identifying the movements of gold in and out of the Trust Allocated Account and the credits and debits of gold to the Trust Unallocated Account. The Custodian will also provide the Trustee with a monthly statement of account for the Trust Allocated Account and the Trust Unallocated Account as of the last business day of each month. The monthly statement will contain sufficient information to identify each bar of gold held in the Trust Allocated Account. Under the Custody Agreements, a business day means a day when commercial banks are generally open for business in London.

SUBCUSTODIANS

Under the Allocated Bullion Account Agreement, the Custodian may select subcustodians to perform any of its duties. These subcustodians may in turn select other subcustodians to perform their duties, but the Custodian is not responsible for the selection of those other subcustodians. The Allocated Bullion Account Agreement requires the Custodian to use reasonable care in selecting any subcustodian and provides that the Custodian will not be liable for the acts or omissions, or for the solvency, of any subcustodian that it selects unless the selection of that subcustodian was made negligently or in bad faith. The subcustodians selected and used by the Custodian as of the date of this prospectus are: the Bank of England, The Bank of Nova Scotia (ScotiaMocatta), Deutsche Bank AG, JPMorganChase Bank, N M Rothschild & Sons Limited and UBS AG. The Allocated Bullion Account Agreement provides that the Custodian will notify the Trustee if it selects any additional subcustodians or stops using any subcustodian it has previously selected.

LOCATION AND SEGREGATION OF GOLD

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

The Custodian will segregate by identification in its books and records the Trust's gold from any other gold which it owns or holds for others and will request subcustodians it selects to so segregate the Trust's gold held by them. The Custodian's books and records will identify every bar of gold held for the Trust Allocated Account in its own vault by refiner, assay, serial number and gross and fine weight. Subcustodians selected by the Custodian are expected to identify in their books and records each bar of gold held for the Custodian by serial number and may use other identifying information.

TRANSFERS INTO THE TRUST UNALLOCATED ACCOUNT

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

TRANSFERS FROM THE TRUST UNALLOCATED ACCOUNT

The Custodian will transfer gold from the Trust Unallocated Account only in accordance with the Trustee's instructions to the Custodian. A transfer of gold from the Trust Unallocated Account may only

Description of the Custody Agreements

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

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

TRANSFERS INTO THE TRUST ALLOCATED ACCOUNT

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

TRANSFERS FROM THE TRUST ALLOCATED ACCOUNT

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

PHYSICAL WITHDRAWALS OF GOLD

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

RIGHT TO REFUSE OR AMEND TRANSFER PROCEDURES

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

Description of the Custody Agreements

INSTRUCTIONS

The Trustee will provide the Custodian in writing the names of the people who are authorized to give instructions on its behalf. Until the Custodian receives written notice to the contrary, it is entitled to assume that any of those people have full and unrestricted authority to give instructions on the Trustee's behalf. The Custodian is also entitled to rely on any instructions which are from, or which purport to be from, any person who appears to have such authority.

The Custodian will use reasonable efforts to obtain clarification of any instructions that are unclear or ambiguous, but, failing that, the Custodian may, without liability, act upon what it believes in good faith such instructions to be or refuse to take any action or execute such instructions until the ambiguity or conflict has been resolved to its satisfaction.

The Custodian reserves the right to refuse to execute instructions if in its opinion the instructions are or may be contrary to the Custody Rules.

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

FEES AND EXPENSES

The Custodian shall charge no fees under the Custody Agreements until such time when neither the Trustee nor another member of the HSBC group is the trustee of the Trust or has the right or power to charge fees for the services provided by the Custodian. At such time, the Custodian may charge such fees as it in good faith and fair dealing determines, provided that, for 180 days or until such earlier time when the successor trustee and the Custodian agree on fees, the Custodian's fees will be determined on the same basis as the Trustee's fees attributable to services under the Custody Agreements charged to the Trust prior to such time, plus any value added tax. The Trust will pay on demand all costs, charges and expenses incurred by the Custodian in connection with the performance of its duties and obligations under the Custody Agreements or otherwise in connection with the gold held in the Trust Allocated Account or the Trust Unallocated Account.

VALUE ADDED TAX

All sums paid by the Trustee to the Custodian shall be deemed inclusive of United Kingdom value added tax and any other tax of a similar fiscal nature, except as described in the preceding paragraph.

TRUST UNALLOCATED ACCOUNT CREDIT AND DEBIT BALANCES

No interest will be paid by the Custodian on any credit balance to the Trust Unallocated Account. Unless otherwise agreed to by the Trustee and the Custodian, the Trustee is not entitled to overdraw the Trust Unallocated Account.

EXCLUSION OF LIABILITY

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

Description of the Custody Agreements

INDEMNITY

The Trust will indemnify the Custodian, its offices, directors, employees and affiliates (on an after tax basis) on demand against all costs and expenses, damages, liabilities and losses which the Custodian may suffer or incur in connection with the Custody Agreements, except to the extent that such sums are due directly to the Custodian's negligence (or, with respect to the Unallocated Bullion Account Agreement, gross negligence), willful default or fraud.

INSURANCE

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

ACCESS

The independent public accountants acting on behalf of the Trust may, upon reasonable prior notice during normal business hours and subject to confidentiality restrictions, examine the Custodian's records relating to the Trust Allocated Account and the Trust Unallocated Account in connection with their audit of the financial statements of the Trust.

TERMINATION

The Trustee and the Custodian may each terminate any Custody Agreement upon 60 business days' prior notice. If either of the Allocated Bullion Account Agreement or the Unallocated Bullion Account Agreement is terminated, the other agreement automatically terminates. If redelivery arrangements for the gold held in the Trust Allocated Account are not made, the Custodian may continue to store the gold and charge storage fees and, after six months from the termination date, the Custodian may sell the gold and account to the Trustee for the proceeds, less any amounts due to the Custodian under the Allocated Account Bullion Agreement. If arrangements for transfer or repayment, as the case may be, of the balance in the Trust Unallocated Account are not made, the Custodian may continue to charge account fees and, after six months from the termination date, the Custodian may close the Trust Unallocated Account and account to the Trustee for the proceeds, less any amounts due to the Custodian under the Unallocated Account Bullion Agreement.

GOVERNING LAW

The Custody Agreements are governed by English law. The Trustee and the Custodian both consent to the jurisdiction of the courts of the State of New York and the federal courts located in the borough of Manhattan in New York City.

Creation and Redemption of Shares

The Trust will create and redeem Shares on a continuous basis, but only in one or more Baskets of 100,000 Shares each. The creation and redemption of Baskets will only be made in exchange for the delivery to or by the Trust of the amount of gold and any cash represented by the Baskets being created or redeemed. The total amount of gold and any cash required for such a delivery will be based on the pro rata amount of the NAV of the Trust represented by the Baskets being created or redeemed determined on the day the order to create or redeem is placed.

Authorized Participants are the only persons that may place orders to create and redeem Shares. Authorized Participants must be registered broker-dealers or other securities market participants who are participants in DTC. To become an Authorized Participant, a person must enter into a Participant Agreement with the Trustee. The Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of the gold and any cash required for such creations and redemptions. Prior to initiating any creation or redemption order, an Authorized Participant must have established an Authorized Participant Unallocated Account with the Custodian in London. An Authorized Participant will bear all credit risk associated with its unallocated account. Authorized Participants will pay a transaction fee to the Trustee for each order they make to create or redeem one or more Baskets.

Certain Authorized Participants are expected to have the facility to participate directly in the gold bullion market and the gold futures market. Authorized Participants may act for their own accounts or as agents for broker-dealers, custodians and other securities market participants that wish to create or redeem Baskets. An order for one or more Baskets may be made by an Authorized Participant on behalf of multiple clients.

Investors should contact the Sponsor or the Trustee for the names of Authorized Participants. Shareholders who are not Authorized Participants will only be able to redeem their Shares through an Authorized Participant.

Creations and redemptions will require the delivery to or by the Trust of gold in the quantity and quality held by the Trust, on a per Basket basis, as of the trade date. All gold will be delivered to and by the Trust in unallocated form through credits and debits to an Authorized Participant Unallocated Account. Gold transferred to the Trust in unallocated form will first be credited to the Trust Unallocated Account. Thereafter, the Custodian will allocate and transfer specific bars of gold to the Trust Allocated Account.

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

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

CREATION PROCEDURES

On any business day, an Authorized Participant may place an order with the Trustee to create one or more Baskets. For purposes of processing both purchase and redemption orders, a business day means any day other than a day when the NYSE is closed for regular trading, banks are authorized to close in New York City or, if the order requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom on a particular day, when banks are authorized to close in the United Kingdom. The day on which the Trustee receives a valid purchase order is the purchase order date, except that if the order is received after the close of trading on the NYSE, the order will be deemed to be received on the next business day.

Creation and Redemption of Shares

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

Determination of required deposits

The total deposit required to create each Basket (Creation Basket Deposit) will represent a proportionate amount of gold and cash, if any, held by the Trust on the purchase order date, net of the proportionate liabilities of the Trust (which include any accrued and unpaid expenses) determined on the basis of the Trust's NAV for such date.

The amount of any required cash deposit is determined as follows. The fees, expenses and liabilities of the Trust are subtracted from the cash held or receivable by the Trust as of the purchase order date. The remaining amount is divided by the number of Baskets outstanding and then multiplied by the number of Baskets being created pursuant to the purchase order. If the resulting amount is positive, this amount is the required cash deposit. If the resulting amount is negative, the amount of the required gold deposit will be reduced by the number of fine ounces of gold equal in value to that resulting amount, determined at the price of gold used in calculating NAV for the purchase order date. Fractions of an ounce of gold smaller than .001 ounce which are included in the gold deposit amount are disregarded. All questions as to the composition of a Creation Basket Deposit will be finally determined by the Trustee in consultation with the Custodian.

Delivery of required deposits

An Authorized Participant who places a purchase order is responsible for crediting its Authorized Participant Unallocated Account with the required gold deposit amount by the end of the second business day following the purchase order date. Upon receipt of the gold deposit amount, the Custodian, after receiving appropriate instructions from the Authorized Participant and the Trustee, will transfer on the third business day following the purchase order date the gold deposit amount from the Authorized Participant Unallocated Account to the Trust Unallocated Account and the Trustee will direct DTC to credit the Basket to the Authorized Participant's DTC account.

Acting on standing instructions given by the Trustee, the Custodian will transfer the gold deposit amount from the Trust Unallocated Account to the Trust Allocated Account by transferring gold bars from its inventory to the Trust Allocated Account. The Custodian shall keep a bar list of the allocated gold bars.

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

Rejection of purchase orders

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

•

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

•

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

•

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

•

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

Neither the Trustee nor the Sponsor will be liable for the rejection of any purchase order.

Creation and Redemption of Shares

REDEMPTION PROCEDURES

The procedures by which an Authorized Participant can redeem one or more Baskets will mirror the procedures for the creation of Baskets. On any business day, an Authorized Participant may place an order with the Trustee to redeem one or more Baskets. A redemption order is effective on the date it is received in satisfactory form by the Trustee, except that a redemption order which is received after the close of trading on the NYSE will be deemed to be received the next following business day. These redemption procedures allow Authorized Participants to redeem Baskets and do not entitle an individual Shareholder to redeem any Shares in an amount less than a Basket, or to redeem Baskets other than through an Authorized Participant.

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

Determination of redemption distribution

The redemption distribution from the Trust will consist of (1) a credit to the redeeming Authorized Participant's Authorized Participant Unallocated Account representing the fractional undivided interest in the gold held by the Trust evidenced by the Shares being redeemed (to the extent of the nearest whole .001 ounce) plus or minus (2) the cash redemption amount. The cash redemption amount is equal to the excess (if any) of all assets of the Trust other than gold over all accrued expenses and other liabilities, divided by the number of Baskets outstanding and multiplied by the number of Baskets included in the Authorized Participant's redemption order. The Trustee will distribute any positive cash redemption amount through DTC to the account of the Authorized Participant as recorded on DTC's book entry system. If the cash redemption amount is negative, the credit to the Authorized Participant's Unallocated Account will be reduced by the number of fine ounces of gold equal in value to the negative cash redemption amount, determined at the price of gold used in calculating NAV for the redemption order date. Fractions of a fine ounce of gold included in the redemption distribution smaller than 0.001 fine ounce are disregarded. Redemption distributions will be subject to the deduction of any applicable tax or other governmental charges which may be due.

Delivery of redemption distribution

The redemption distribution due from the Trust will be delivered to the Authorized Participant on the third business day following the redemption order date if, by 10:00 AM, New York time on such third business day, the Trustee's DTC account has been credited with the Shares to be redeemed and, if the Trustee's DTC account has not been so credited by such time, on the next business day on which by 10:00 AM New York time the Trustee's DTC account is so credited. The Trustee is authorized to deliver the redemption distribution notwithstanding that the Shares to be redeemed have not been credited to the Trustee's DTC account if the Authorized Participant has secured its obligation to deliver the Shares by delivery and maintenance of collateral in the form of US dollars equal to at least •% of the value of the undelivered Shares pursuant to procedures established by the Trustee and the Sponsor.

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

Similar to the allocation of gold to the Trust Allocated Account which occurs upon a purchase order, if in transferring gold from the Trust Allocated Account to the Trust Unallocated Account in connection with a redemption order there is an excess amount of gold transferred to the Trust Unallocated Account, the excess over the gold redemption amount will be held in the Trust Unallocated Account. The Custodian will follow practices designed to minimize the amount of gold held in the Trust Unallocated Account; generally, no more than 430 ounces of gold will be held in the Trust Unallocated Account at the close of each business day.

Suspension or rejection of redemption orders

The Trustee may, in its discretion, and will when directed by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE is

Creation and Redemption of Shares

closed other than customary weekend or holiday closings, or trading on the NYSE is suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders. Neither the Sponsor nor the Trustee will be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

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

CREATION AND REDEMPTION TRANSACTION FEE

To compensate the Trustee for services in processing the creation and redemption of Baskets, an Authorized Participant will be required to pay a transaction fee to the Trustee of $2,000 per order to create or redeem Baskets. An order may include multiple Baskets. The transaction fee may be increased upon 60 day's prior notice by the Trustee with the consent of the Sponsor. A transaction fee may not exceed 0.10% of the value of a Basket at the time the creation and redemption order is accepted.

Description of the Trust Indenture

The Trust operates under the terms of the Trust Indenture, dated as of •, 2003, between the Sponsor and the Trustee. A copy of the Trust Indenture is available for inspection at the Trustee's office. The following is a description of the material terms of the Trust Indenture.

THE TRUSTEE

Qualifications of the trustee

The Trustee and any successor trustee must be (1) a bank, trust company, corporation or national banking association organized and doing business under the laws of the United States or any of its states, authorized under such laws to exercise corporate trust powers, (2) a participant in DTC or such other securities depository as shall then be acting and (3), unless counsel to the Sponsor, the appointment of which is acceptable to the Trustee, determines that such requirement is not necessary for the exception under Section 408(m)(3)(B) of the 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 must have, at all times, an aggregate capital, surplus, and undivided profits of not less than $500,000,000.

Trustee's duties and responsibilities

The duties, responsibilities and obligations of the Trustee are limited to those expressly set forth in the Trust Indenture and no other duties, responsibilities or obligations should be inferred or implied against the Trustee.

Indemnity for actions taken to protect the trust

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

Holding of trust property other than gold

The Trustee will hold any money the Trust receives, without interest, as a deposit for the account of the Trust in accordance with the provisions of the Trust Indenture, until it is required to be disbursed. Any Trust assets other than gold or cash will be held by the Trustee either directly or through the Federal Reserve Treasury Book Entry System for United States and federal agency securities (Book Entry System), DTC, or through any other clearing agency or similar system (Clearing Agency). The Trustee will have no responsibility or liability for the actions or omissions of the Book Entry System, DTC or any Clearing Agency.

Official process affecting the property

The Trustee is authorized to comply with any judicial or administrative order, in any manner that it or legal counsel of its own choosing deems appropriate, and will not be liable to any person even though such order may be subsequently modified or vacated.

Limitation on trustee's liability

The Trustee will not be liable for the disposition of gold or moneys, or in respect of any evaluation which it makes under the Trust Indenture or otherwise, or for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties under the Trust Indenture in the absence of gross negligence or willful misconduct on its part. In no event will the Trustee be liable for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Sponsor, an Authorized Participant or any entity acting on their behalf which the Trustee believes is given as authorized by the Trust Indenture. The Trustee will not be liable for

Description of the Trust Indenture

any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, or for an amount in excess of the value of the Trust's assets, but only to the extent of direct money damages.

Protection for amounts due to trustee

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

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 the Trust Indenture. The Trustee will not incur any liability in acting in good faith in accordance with any advice from such counsel.

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 the Trust Indenture by reason of any cause beyond its reasonable control.

Writings, communications and instructions

The Trust Indenture contains provisions governing the Trustee's ability to rely on writings and communications and to request instructions from the Sponsor or any Authorized Participant.

Ambiguity

The Trustee may construe any provision of the Trust Indenture that it believes to be ambiguous or inconsistent with any other provisions of the Trust Indenture, and any reasonable construction of any provision of the Trust Indenture by the Trustee in good faith will be binding upon the parties to the Trust Indenture, each Authorized Participant and all Shareholders.

Taxes

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

General duty of care of trustee

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

Trustee's liability for custodial services and agents

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

Indemnification of the trustee

The Trustee and its directors, shareholders, officers, employees, agents and affiliates will be indemnified from the Trust's assets against any loss, liability or expense incurred without (1) gross negligence, bad

Description of the Trust Indenture

faith, willful misconduct and willful malfeasance on the part of the indemnified party in connection with the acceptance or administration of the Trust and any actions taken in accordance with the Trust Indenture or arising out of the administration of the Trust and without (2) reckless disregard on the part of the indemnified party of its obligations and duties under the Trust Indenture. Such indemnity shall include payment from the Trust of the costs and expenses incurred by the indemnified party in defending itself against any claim or liability. Any amounts payable to an indemnified party may be payable in advance or will be secured by a lien on the Trust.

Resignation, discharge or removal of trustee; successor trustees

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

The Sponsor may, at any time and with or without cause, remove the Trustee and appoint a successor trustee. Shareholders representing 66 2/3% of the Shares then outstanding may at any time remove the Trustee.

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

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

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

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

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

CUSTODIAN

The Trustee has, on behalf of the Trust, entered into gold custody agreements with the Custodian under which the Custodian will maintain the Trust Allocated Account and the Trust Unallocated Account. See "Description of the Custody Agreements" for more detail on the agreements establishing these accounts.

Appointment and removal of custodians

The Sponsor may, with the Trustee's consent (not to be unreasonably withheld), direct the Trustee to employ one or more other custodians in addition to or in lieu of the Custodian. The Trustee may, with the prior approval of the Sponsor, also employ one or more other custodians selected by the Trustee for the safekeeping of gold and services in connection with the deposit and delivery of gold. The Trustee has determined that the Custody Agreements establishing the Trust Allocated Account and Trust Unallocated Account protect the Trust and the interests of the Shareholders. Prior to the initial deposit of gold with a custodian which is in addition to or in lieu of the Custodian, the Trustee will determine that the relevant custody agreement and related custody arrangements include provisions intended to assure the safe custody of the gold held by the custodian. If the cost of such employment would exceed the portion of

Description of the Trust Indenture

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

The Trustee will 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, except a claim for payment of services and expenses by the Trustee in providing services as trustee or, in the case of cash deposits held by the Trustee and credits to the Trust Unallocated Account maintained by the Custodian, liens or rights in favor of creditors of the Trustee or the Custodian, respectively, arising under bankruptcy, insolvency or similar laws.

THE SPONSOR

The Sponsor of the Trust is World Gold Trust Services, LLC, a Delaware limited liability company, which is wholly-owned by the WGC, a not-for-profit association registered under Swiss law.

The Sponsor is responsible for establishing the Trust and for the registration of the Shares. The Sponsor will exercise oversight over certain Trust service providers and oversee the Trust's administration but does not exercise general oversight over the Trustee or the Custodian. The Sponsor may direct the Trustee but only as provided in the Trust Indenture. For example, the Sponsor may direct the Trustee to sell the Trust's gold to pay expenses, suspend a redemption order or postpone a redemption settlement date or terminate the Trust if certain criteria is met. The Sponsor may also remove the Trustee, with or without cause.

The Trust Indenture provides that the Sponsor and the Trustee may or will take certain actions together, such as determining if a distribution of excess cash is required and, subject to certain Shareholder consent restrictions, amending the Trust Indenture. The Sponsor's consent or approval is also required for certain Trustee actions, such as changing the transaction fee charged to Authorized Participants for creation and redemption orders and approving other custodians selected by the Trustee.

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

The Sponsor may resign its position as sponsor at any time by delivering to the Trustee an executed instrument of resignation. The resignation will not become effective until the earlier of when (i) the Trustee appoints a successor sponsor to assume, with appropriate compensation from the Trust, the duties and obligations of the Sponsor, (ii) the Trustee agrees to act as sponsor succeeding to all the rights and duties of the Sponsor without appointing a successor sponsor, or (iii) the Trustee terminates and liquidates the Trust. Any successor sponsor must be satisfactory to the Trustee. Upon effective resignation, the Sponsor will be discharged and will no longer be liable in any manner except as to acts or omissions occurring prior to such resignation, and the new sponsor will then undertake and perform all duties and be entitled to all rights and compensation as sponsor.

If the Sponsor fails to undertake or perform or becomes incapable of undertaking or performing any of its duties required under the Trust Indenture, and the failure is not cured within 15 business days following receipt of notice from the Trustee of the failure, or if the Sponsor is adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Trustee may do any one or more of the following: (1) appoint a successor sponsor to assume, with such compensation from the Trust as the

Description of the Trust Indenture

Trustee may deem reasonable under the circumstances, the duties and obligations of the resigning Sponsor, (2) agree to act as sponsor hereunder without appointing a successor sponsor and without terminating the Trust Indenture, or (3) terminate and liquidate the Trust. The Trustee has no obligation to appoint a successor sponsor or to assume the duties of the Sponsor and will have no liability to any person because the Trust is terminated as described in the preceding sentence.

Liability of sponsor and indemnification

The Sponsor will not be liable to the Trustee or any Shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any gold or other assets of the Trust. However, the Sponsor remains liable for 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 or reckless disregard of its obligations and duties to the Trust.

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

The Sponsor will indemnify the Trust and the Shareholders against any loss, liability, damages or expenses (including certain reasonable attorney's fees) arising out of or based upon a claim that the Trust or its operations infringes intellectual property rights owned by others or that a party other than the Trustee or a successor trustee appointed in accordance with the Trust Indenture has the right to act as trustee of the Trust.

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

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

As of the London PM Fix on each business day or, if there is no London PM Fix on a business day or the London PM Fix has not been announced by 12:00 PM New York time on a business day, as of 12:00 PM on such day (Evaluation Time), the Trustee will evaluate the gold held by the Trust and determine both the ANAV and the NAV of the Trust. For purposes of making these calculations, a business day means any day other than a day when either the NYSE is closed for regular trading or banks are authorized to close in New York City.

On each business day, the Trustee will value the Trust's gold on the basis of that day's London PM Fix for gold or, if no London PM Fix is made on such day or has not been announced by the Evaluation Time, the next most recent London fix (AM or PM) determined prior to the Evaluation Time will be used, unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation. See "Operation of the Gold Bullion Market – The London Bullion Market" for a description of the London PM Fix.

Once the value of the gold has been determined, the Trustee will subtract all accrued fees (other than the fees to be computed by reference to the value of the Trust's assets), expenses and other liabilities of the Trust from the total value of the gold and all other assets of the Trust (other than any amounts credited to the Trust's reserve account, if established). The resulting figure is the ANAV of the Trust. The ANAV is used to compute all fees (including the Trustee's and the Sponsor's fees) which are calculated from the value of the Trust's assets.

Description of the Trust Indenture

To determine the Trust's NAV, the Trustee will subtract the amount of accrued fees computed from the value of the Trust's assets using ANAV from the ANAV amount. The Trustee will also determine the NAV per Share by dividing the NAV by the number of the Shares outstanding as of the close of trading on the NYSE.

The Sponsor and the Shareholders may rely on any evaluation furnished by the Trustee, and the Sponsor will have no responsibility for the evaluation's accuracy. The determinations the Trustee makes will be made in good faith upon the basis of, and the Trustee will not be liable for any errors contained in, information reasonably available to it. The Trustee will not be liable to the Sponsor, or to Shareholders, for errors in judgment, but will be liable for 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.

EXPENSES OF THE TRUST

The Trustee has agreed to forego its fee and assume all ordinary expenses of the Trust through the 30th day following the commencement of trading of the Shares on the NYSE. Thereafter, until the first anniversary of the commencement of trading of the Shares on the NYSE, the Trustee will reduce its fee and bear the ordinary expenses of the Trust to the extent that the aggregate annual ordinary expenses of the Trust exceed 0.30% of the average daily value of the Trust assets (before expenses). The remaining expenses of the Trust during its first year of operation, and all expenses of the Trust after the first year of operation will be paid by the Trust through the sale of the Trust's gold by the Trustee.

Trustee's fee and expenses

The Trustee receives an annual fee which is based on the daily ANAV of the Trust. The annual fee is equal to 0.12% of the first $10 billion of value plus 0.10% of any amount of value over $10 billion. The Trustee's fee is payable monthly in arrears and may be changed by the Trustee and Sponsor in good faith to account for significant changes in the Trust's administration or the Trustee's duties.

The Trustee shall also charge the Trust for its expenses and disbursements incurred in connection with the Trust and for any extraordinary services performed by the Trustee for the Trust.

The fees and expenses of the Custodian are borne by the Trustee and are not paid from the Trust.

Sponsor's fee and expenses

After the ANAV of the Trust first reaches $1 billion (but not prior to the 31st day following commencement of trading of the Shares on the NYSE), the Sponsor will receive an annual fee as compensation for its services to the Trust in the amount of 0.05% of the daily ANAV of the Trust. The fee, which may not exceed the actual costs to the Sponsor of providing such services, will be payable monthly in arrears. The Sponsor will also receive reimbursement for all of its disbursements and expenses incurred in connection with the Trust (exclusive of its ordinary disbursements and expenses incurred through the 30th day following commencement of trading of the Shares on the NYSE).

Other expenses

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

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Expenses of deposit or delivery of gold (other than expenses borne by Authorized Participants), disbursements charged by and indemnification due any Custodian and other expenses of custody of gold exclusive of fees for custody services borne by the Trustee;

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Fees of the Trustee for extraordinary services;

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

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

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Amounts for indemnification of the Trustee or the Sponsor for any losses, liabilities or expenses incurred by them in the administration of the Trust without gross negligence or negligence, as applicable, bad faith, willful misconduct or willful malfeasance on their part or reckless disregard of their obligations and duties under the Trust Indenture;

Description of the Trust Indenture

•

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

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Expenses incurred in contacting Shareholders upon termination of the Trust;

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Legal and auditing expenses, and the compensation paid to agents properly employed by the Trustee;

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Fees paid to DTC for custody of the Shares;

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

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

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

SALES OF GOLD

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

When directed by the Sponsor and with the Trustee's consent, the Trustee will advance amounts out of its own funds to pay the Trust's expenses, with the amount advanced not to exceed $ •. The Trustee will reimburse itself the amount of such advances, plus the cost of meeting Federal Reserve Board requirements, together with interest at the then current overnight federal funds rate, by deducting such amounts from funds subsequently credited to the Trust's cash account. If any advance remains outstanding for more than 45 business days, the Trustee will sell gold to reimburse itself for the advance and any accrued interest due on the advance. All advances shall be secured by a lien on the assets of the Trust which will be prior to the interest of the Shareholders.

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

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

Cash account and reserve account

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

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

Description of the Trust Indenture

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

DTC will act as securities depository for the Shares. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of transactions in such securities among the DTC Participants through electronic book-entry changes. This eliminates the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. DTC agrees with and represents to its participants that it will administer its book-entry system in accordance with its rules and by-laws and requirements of law.

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

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

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

Shareholders may transfer the Shares through DTC by instructing the DTC Participant or Indirect Participant through which the Shareholders hold their Shares to transfer the Shares. Transfers will be made in accordance with standard securities industry practice.

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

SHARE SPLITS

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

BOOKS AND RECORDS

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

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

Description of the Trust Indenture

STATEMENTS, FILINGS AND REPORTS

At the end of each fiscal year, the Trustee will furnish to Authorized Participants for distribution to each person who is a Shareholder at the end of the fiscal year an annual report containing the Trust's audited financial statements and other information about the Trust. The Trustee will also prepare, or cause to be prepared, such annual or other reports on behalf of the Trust and will file such documents as it is advised by counsel or accountants employed by it as are required of the Trust by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or other applicable securities law or regulation, and the cost of such preparation shall be an expense of the Trust.

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

The Trustee will make such elections, file such tax returns, and prepare, disseminate and file such tax reports, as it is advised by its counsel or accountants are from time to time required by any applicable statute, rule or regulation.

TERMINATION OF THE TRUST

The Sponsor may direct the Trustee to terminate and liquidate the Trust at any time after the first anniversary of the Trust's inception when the NAV of the Trust is less than $350 million and has continuously been less than such amount for a period of • consecutive business days. The Trustee may also terminate the Trust upon the agreement of Shareholders owning 66 2/3% of the outstanding Shares.

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

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

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

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

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

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

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

•

The sale of all of the Trust's assets.

The Trustee will give a notice of the termination of the Trust to each Shareholder at least 20 days prior to the termination of the Trust. The Trustee will, within a reasonable time after the termination of the Trust, sell the Trust's gold and, after payment of outstanding liabilities and establishment of any reserves deemed appropriate by the Trustee for applicable taxes, other governmental charges or contingent or future liabilities, distribute the proceeds to Shareholders.

AMENDMENTS

The Trust Indenture can be amended by the Sponsor and the Trustee without the Shareholders' consent in order to (1) correct any ambiguities, defects or inconsistencies in the Trust Indenture or to address other

Description of the Trust Indenture

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

GOVERNING LAW; CONSENT TO NEW YORK JURISDICTION

The Trust Indenture and the Shares are governed by, and the Trust is administered under, the laws of the State of New York. By accepting Shares, a Shareholder consents to the jurisdiction of the courts of the State of New York and any federal courts located in the borough of Manhattan in New York City.

United States Federal Tax Consequences

The following discussion of the material United States federal income tax consequences that generally will apply to the purchase, ownership and disposition of Shares by a US Shareholder (as defined below), and certain United States federal income, gift and estate tax consequences that may apply to an investment in Shares by a Non-US Shareholder (as defined below), represents, insofar as it describes conclusions as to US federal tax law and subject to the limitations and qualifications described therein, the opinion of Carter, Ledyard & Milburn LLP, special United States federal tax counsel to the Sponsor. The discussion below is based on the United States Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated under the Code and judicial and administrative interpretations of the Code, all as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their own particular circumstances. Certain Shareholders (including broker-dealers, traders or other investors with special circumstances) may be subject to special rules not discussed below. In addition, the following discussion applies only to investors who will hold Shares as "capital assets" within the meaning of section 1221 of the Code. Moreover, the discussion below does not address the effect of any state, local or foreign tax law on an owner of Shares. Purchasers of Shares are urged to consult their own tax advisors with respect to all federal, state, local and foreign tax law considerations potentially applicable to their investment in Shares.

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

•

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

•

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

•

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

•

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

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

TAXATION OF THE TRUST

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

TAXATION OF US SHAREHOLDERS

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

United States Federal Tax Consequences

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

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

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

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

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

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

Under current law, gains recognized by individuals from the sale of "collectibles," including gold bullion, held for more than one year are taxed at a maximum rate of 28%, rather than the 20% rate applicable to most other long-term capital gains. For these purposes, gain recognized by an individual upon the sale of an interest in a trust that holds collectibles is treated as gain recognized on the sale of collectibles, to the extent that the gain is attributable to unrealized appreciation in value of the collectibles held by the trust. Therefore, any gain recognized by an individual US Shareholder attributable to a sale of Shares held for more than one year, or attributable to the Trust's sale of any gold bullion which the Shareholder is treated (through its ownership of Shares) as having held for more than one year, generally will be taxed at a maximum rate of 28%. The tax rates for capital gains recognized upon the sale of assets held by an

United States Federal Tax Consequences

individual US Shareholder for one year or less or by a taxpayer other than an individual US taxpayer are generally the same as those at which ordinary income is taxed.

BROKERAGE FEES AND TRUST EXPENSES

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

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

INVESTMENT BY REGULATED INVESTMENT COMPANIES

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

INVESTMENT BY CERTAIN RETIREMENT PLANS

Anyone considering the purchase of Shares as an investment for an individual retirement account (IRA), or for a participant-directed account maintained under any plan that is tax-qualified under section 401(a) of the Code, should consider the potential application of Code section 408(m) to such investment. Under section 408(m), the acquisition of a "collectible" by an account described in the preceding sentence is treated as a taxable distribution from the account to the owner of the IRA, or to the participant for whom the plan account is maintained, of an amount equal to the cost to the account of acquiring the collectible. Under the definition of the term "collectible" in section 408(m)(2), gold bullion would be treated as a collectible unless an exception from such treatment provided in section 408(m)(3) were to apply. Under current law it is uncertain (a) whether an account's purchase of Shares would be treated, for purposes of section 408(m), as the acquisition of an interest in the underlying gold bullion held in the Trust, or (b) if it were so treated, whether the conditions for the exception from treatment as a collectible under section 408(m)(3) would be met in connection with an account's purchase of Shares. The Sponsor has applied to the IRS for a private letter ruling to the effect that the purchase of Shares by an IRA or a participant-directed qualified plan account will not be treated as an acquisition by the account of a "collectible" for purposes of Code section 408(m). However, unless and until the IRS issues such a ruling, there can be no assurance that the purchase of Shares by an IRA, or by a participant-directed account under a Code section 401(a) plan, would not be treated as resulting in a taxable distribution to the IRA owner or plan participant. See also "ERISA and Related Considerations."

TAXATION OF NON-US SHAREHOLDERS

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

United States Federal Tax Consequences

UNITED STATES INFORMATION REPORTING AND BACKUP WITHHOLDING

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

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

ESTATE AND GIFT TAX CONSIDERATIONS FOR NON-US SHAREHOLDERS

Under the US federal tax law, individuals who are neither citizens nor residents (as determined for estate and gift tax purposes) of the United States are subject to estate tax on all property that has a US "situs." Shares may well be considered to have a US situs for these purposes. If they are, then Shares would be includible in the US gross estate of a non-resident alien Shareholder. For the year 2003 US estate tax is imposed at rates of up to 49% of the fair market value of the taxable estate. The US estate tax rate is subject to change in future years. In addition, US federal "generation-skipping transfer tax" may apply in certain circumstances. The estate of a non-resident alien Shareholder who was resident in a country which has an estate tax treaty with the United States may be entitled to benefit from such treaty.

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

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

TAXATION IN JURISDICTIONS OTHER THAN THE UNITED STATES

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

ERISA and Related Considerations

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

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

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

Plan of Distribution

UBS Warburg LLC, also called the Initial Purchaser, purchased • Shares, which comprised the seed Basket, from the Trust. In addition, and subject to conditions, the Initial Purchaser has agreed to purchase • Shares, which comprise the initial Baskets. Pursuant to a distribution agreement between the Sponsor and the Initial Purchaser, dated •, 2003 the Initial Purchaser intends to make a public offering of the Shares. In connection with the offering and sale of the initial Baskets, the Initial Purchaser will be paid a fee by the Sponsor of $• at the time of its purchase of the initial Baskets from the Trust on •, 2003. In addition, the Initial Purchaser may receive commissions/fees from investors who purchase Shares from the initial Basket through their commission/fee-based brokerage amounts, in an amount between $• and $•.

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

The Sponsor has agreed to indemnify the Initial Purchaser against certain liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments that the Initial Purchaser may be required to make in respect thereof, and the Trust has agreed to reimburse the Initial Purchaser in respect of such liabilities to the extent the Sponsor has not paid such amounts directly when due.

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

In addition to, and independent of the initial Baskets purchased by the Initial Purchaser, the Trust will issue Shares in Baskets to Authorized Participants in exchange for deposits of gold and any cash amounts on a continuous basis. Because new Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a "distribution," as such term is used in the Securities Act of 1933 ("1933 Act"), may be occurring. Broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the 1933 Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it purchases a Basket from the Trust, breaks the Basket down into the constituent Shares and sells the Shares directly to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. A determination of whether one is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to categorization as an underwriter.

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

Dealers who are not "underwriters" but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an "unsold allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(3) of the 1933 Act.

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

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

Legal Matters

The validity of the Shares will be passed upon for the Sponsor by Carter Ledyard & Milburn LLP, New York, New York, who, as special US tax counsel to the Trust, will also render an opinion regarding the material federal income tax consequences relating to the Shares. Legal matters regarding the formation of the Trust will be passed upon for the Trustee by Seward & Kissel LLP, New York, New York. Clifford Chance US LLP, New York, New York, will opine on the validity of the Shares for UBS Warburg.

Experts

Deloitte & Touche LLP will audit the Statement of Financial Condition of the Trust as of •, 2003. We will include the Statement of Financial Condition of the Trust in this prospectus in reliance on Deloitte & Touche LLP's report thereon, given on their authority as experts in accounting and auditing.

Where You Can Find More Information

The Sponsor has filed on behalf of the Trust a registration statement on Form S-1 with the SEC under the Securities Act of 1933. This prospectus does not contain all of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information about the Trust or the Shares, please refer to the registration statement, which you may inspect, without charge, at the public reference facilities of the SEC at the below address or online at www.sec.gov, or obtain at prescribed rates from the public reference facilities of the SEC at the below address. Information about the Trust and the Shares can also be obtained from the Trust's website, which is www.equitygoldshares.com. The Trust's website address is only provided here as a convenience to you and the information contained on or connected to the website is not part of this prospectus or the registration statement of which this prospectus is part.

The Trust is subject to the informational requirements of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and the Sponsor on behalf of the Trust will file certain reports and other information with the SEC. The Sponsor will file an updated prospectus annually for the Trust pursuant to the Securities Act. The reports and other information can be inspected at the public reference facilities of the SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549 and online at www.sec.gov. You may also obtain copies of such material from the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may obtain more information concerning the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330 or visiting online at www.sec.gov.

Equity Gold Trust

60,400,000 Equity Gold Shares

PROSPECTUS

•, 2003

Until •, 2003 (25 days after the date of this prospectus), all dealers effecting transactions in the offered Equity Gold Shares, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

TABLE OF CONTENTS

Item 13. Other Expenses of Issuance and Distribution.

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


Securities and Exchange Commission registration fee				$161,933.97
Printing and engraving expenses				$•*
Legal fees and expenses				$•*
Miscellaneous				$•*
Total				$•*

*	To be completed by amendment

Item 14. Indemnification of Directors and Officers.

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

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

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

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

Item 15. Recent Sales of Unregistered Securities.

Not applicable.

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Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits


Exhibit Number								Description
1.1								Form of Distribution Agreement
3.1								Certificate of Formation of World Gold Trust Services, LLC
3.2								Amended and Restated Limited Liability Company Agreement of World Gold Trust Services, LLC
4.1								Form of Trust Indenture
4.2								Form of Participant Agreement (included as Exhibit C to the Form of Trust Indenture filed as Exhibit 4.1)
5.1								Opinion of Carter Ledyard & Milburn LLP as to legality*
5.2								Opinion of Seward & Kissel LLP*
8.1								Opinion of Carter Ledyard & Milburn LLP as to tax matters*
10.1								Form of Allocated Bullion Account Agreement (included as Exhibit A to the Form of Trust Indenture filed as Exhibit 4.1)
10.2								Form of Unallocated Bullion Account Agreement (included as Exhibit B to the Form of Trust Indenture filed as Exhibit 4.1)
23.1								Consent of Deloitte & Touche LLP*
23.2								Consent of Carter Ledyard & Milburn LLP is included in Exhibit 5.1*
23.3								Consent of Seward & Kissel LLP is included in Exhibit 5.2*
24.1								Powers of attorney are included on the signature page to this registration statement
99.1								Balance Sheet of World Gold Trust Services, LLC*
99.2								Additional Exhibits*

(b) Financial Statement Schedules

Not applicable.

* To be furnished by amendment.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

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

(i)

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

(ii)

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

(iii)

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

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

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

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

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this registration statement and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on May 13, 2003.


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

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes J. Stuart Thomas and James Lowe, and each of them singly, his true and lawful attorneys-in-fact with full power to sign on behalf of such person, in the capacities indicated below, any and all amendments to this registration statement and any subsequent related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and generally to do all such things in the name and on behalf of such person, in the capacities indicated below, to enable the Registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission thereunder, hereby ratifying and confirming the signature of such person as it may be signed by said attorneys-in-fact, or any of them, on any and all amendments to this registration statement or any such subsequent related registration statement.

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


Signature	Capacity	Date

/s/ J. Stuart Thomas	Managing Director (Principal executive officer)	May 13, 2003

J. Stuart Thomas

/s/ James Lowe	Chief Financial Officer and Treasurer (Principal financial officer and principal accounting officer)	May 13, 2003

James Lowe

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

II-4

EXHIBIT INDEX


Exhibit Number								Description
1.1								Form of Distribution Agreement
3.1								Certificate of Formation of World Gold Trust Services, LLC
3.2								Amended and Restated Limited Liability Company Agreement of World Gold Trust Services, LLC
4.1								Form of Trust Indenture
4.2								Form of Participant Agreement (included as Exhibit C to the Form of Trust Indenture filed as Exhibit 4.1)
5.1								Opinion of Carter Ledyard & Milburn LLP as to legality*
5.2								Opinion of Seward & Kissel LLP*
8.1								Carter Ledyard & Milburn LLP as to tax matters*
10.1								Form of Allocated Bullion Account Agreement (included as Exhibit A to the Form of Trust Indenture filed as Exhibit 4.1)
10.2								Form of Unallocated Bullion Account Agreement (included as Exhibit B to the Form of Trust Indenture filed as Exhibit 4.1)
23.1								Consent of Deloitte & Touche LLP*
23.2								Consent of Carter Ledyard & Milburn LLP is included in Exhibit 5.1*
23.3								Consent of Seward & Kissel LLP is included in Exhibit 5.2*
24.1								Powers of attorney are included on the signature page to this registration statement
99.1								Balance Sheet of World Gold Trust Services, LLC*
99.2								Additional Exhibits*

* To be furnished by amendment.



                                                                     Exhibit 1.1


                                 [       Shares]


                                EQUITY GOLD TRUST

                             DISTRIBUTION AGREEMENT




_________ __, 2003





                             DISTRIBUTION AGREEMENT

                                                                          , 2003

UBS Warburg LLC
299 Park Avenue
New York, New York  10171-0026

Ladies and Gentlemen:

         World Gold Trust Services, LLC, a Delaware limited liability company
(the "Sponsor"), proposes to sponsor the formation of a trust, known as "Equity
Gold Trust" (the "Trust") pursuant to the laws of the State of New York. The
Trustee will issue to UBS Warburg LLC, a Delaware limited liability company
("UBS Warburg"), an aggregate of ___________ units of fractional undivided
beneficial interest in and ownership of the Trust (the "Shares") upon the
deposit of gold bullion by UBS Warburg with HSBC Bank USA as custodian of the
Trust in an aggregate amount of [ ] ounces of gold bullion, (equal to [ ]
Baskets as described in the Prospectus, the "Initial Deposit"). The Shares are
described in the Prospectus which is referred to below.

         The Sponsor has filed, in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the "Act"), with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (Registration No. ____)
including a prospectus, relating to the Shares. The Sponsor has furnished to
you, for use by UBS Warburg, copies of one or more preliminary prospectuses
(constituting a part of the Registration Statement, each such preliminary
prospectus being herein called a "Preliminary Prospectus") relating to the
Shares and the other shares registered thereby. Except where the context
otherwise requires, the registration statement, as amended when it became or
becomes effective, including all documents filed as a part thereof, and
including any information contained in a prospectus subsequently filed with the
Commission pursuant to Rule 424(b) under the Act and also including any
registration statement filed pursuant to Rule 462(b) under the Act, is herein
called the "Registration Statement," 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, is
herein called the "Prospectus." As used herein, "business day" shall mean a day
on which the NYSE is open for trading.

         The Sponsor, on its own behalf and in its capacity as sponsor of the
Trust, and UBS Warburg agree as follows:

     1. Sale and Purchase. Upon the basis of the representations and warranties
and subject to the terms and conditions herein set forth, the Trust agrees to
issue and sell to UBS Warburg and UBS Warburg agrees to purchase from the Trust
the number of Shares set forth above at a purchase price equal to the Initial
Deposit. The Sponsor and the Trust are advised by UBS Warburg that UBS Warburg
intends to make a public offering of its Shares as soon after the effective date
of the Registration Statement, and on such terms, as in its judgment is
advisable.

         In connection with its purchase of the Shares as provided in this
Agreement, the Sponsor agrees to pay UBS Warburg a fee of $_________ at the time
of purchase (as defined below).

     2. Payment and Delivery. Pursuant to the Trust Indenture of Equity Gold
Trust between the Sponsor and HSBC Bank USA, as trustee (the "Trust Indenture"),
dated the date hereof, delivery of the


Initial Deposit shall be made to the account of the Trust, against delivery of
the certificates for the Shares to UBS Warburg through the facilities of The
Depository Trust Company ("DTC") for the account of UBS Warburg. The Initial
Deposit shall be made at [ ], New York City time, on _______________, 2003
(unless another time shall be agreed to by UBS Warburg and the Sponsor). The
time of such payment and delivery is hereinafter sometimes called "the time of
purchase." Electronic transfer of the Shares shall be made to UBS Warburg at the
time of purchase in such names and in such denominations as it shall specify.

         Deliveries of the documents described in Section 6 hereof with respect
to the purchase of Shares shall be made at the offices of Capital Printing
Systems, Two Grand Central Tower, 140 East 45th Street, New York, New York
10017, at [ ], New York City time, on the date of the closing.

     3. 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 UBS Warburg that:

          (a) at the time of purchase, the Registration Statement shall have
     become effective and no stop order of the Commission with respect thereto
     shall have been issued and no proceedings for such purpose shall have been
     instituted or, to the Sponsor's knowledge after due inquiry, will then be
     contemplated by the Commission; each Prospectus, 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 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, 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,
     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 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 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, 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
     UBS Warburg and furnished in writing by or on behalf of UBS Warburg to the
     Sponsor expressly for use in the Registration Statement or such Prospectus;
     and the Sponsor and the Trust have not distributed and will not distribute
     any offering material in connection with the offering or creation of the
     Shares other than the Registration Statement or the then most recent
     Prospectus;

          (b) [as of the time of purchase,] the statement of financial position is
     as set forth in the section of the Registration Statement and the Prospectus
     entitled ["Statement of Financial Condition"];

          (c) as of the time of purchase, 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

                                      -2-


     Statement and the Prospectus, and has all power and authority to issue and
     deliver the Shares as contemplated herein and to execute and deliver this
     Agreement;

          (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;

          (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 UBS Warburg, and no changes
     thereto have been made subsequent to the date hereof and prior to the time
     of purchase;

          (g) at the time of purchase, the Shares will have been duly and
     validly authorized and, when issued and delivered against payment therefor
     as provided herein, 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;

          (h) at the time of purchase, 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;

          (j) 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, 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 Trust is a party or by which either 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 the Shares 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 Trust
     is a party or by which either of them or any of their respective properties
     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 or the Trust;

          (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 or the consummation by the Sponsor and the
     Trust of the transactions contemplated hereby other than registration of
     the Shares under the Act, which has been or will be effected, and any
     necessary qualification under


                                      -3-


     the securities or blue sky laws of the various jurisdictions in which the
     Shares are being offered by UBS Warburg 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 [, or as disclosed in writing to UBS Warburg prior to the date
     hereof,] (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 to 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 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 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 or the Trust, or (to the extent
     that is or could be material in the context of the offering and sale of the
     Shares) any of their respective 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;

                                      -4-


          (r) subsequent to the respective dates as of which information is
     given in the Registration Statement and the Prospectus, 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 or the Trust, which is material to
     the Trust, (iv) any change in the Shares or outstanding indebtedness of the
     Sponsor or the Trust or (v) any dividend or distribution of any kind
     declared, paid or made on the 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) there
     are no third parties who have or, to the Sponsor's or the Trust's knowledge
     after due inquiry, 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) there is no
     infringement by third parties of any Intellectual Property; (iii) there is
     no pending or 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 threatened action, suit, proceeding or claim by others challenging the
     validity or scope of any Intellectual Property, 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 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)
     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) there is no prior art that may render any patent
     application owned by the Sponsor or the Trust of the Intellectual Property
     unpatentable that has not been disclosed to the U.S. Patent and Trademark
     Office];

          (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 the Trust is not subject to any such filing or
     payment obligations;

          (v) neither the Sponsor nor the Trust have 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 or the Trust or, to the Sponsor's or the
     Trust's knowledge, any other party to any such contract or agreement;

                                      -5-


          [(w) the Sponsor maintains a system of internal accounting controls
     sufficient to provide reasonable assurance that (i) transactions are
     executed in accordance with management's general or specific authorization;
     (ii) transactions 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) access to
     assets is permitted only in accordance with management's general or
     specific authorization;]

          (x) [on behalf of the Trust, the Sponsor has established and maintains
     disclosure controls and procedures (as such term is defined in Rule 13a-14
     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;] [SUBJECT TO DISCUSSION WITH SEC
     STAFF]

          (aa) 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;

          (bb) neither the Sponsor, nor the Trust, 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) 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, [except as
     disclosed in writing to UBS prior to the date hereof,] 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. [CONFIRM
     CONCEPT OF NASD]

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

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

          (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 as UBS Warburg may reasonably
     designate and to maintain such qualifications in effect so long as UBS
     Warburg may request for the distribution of the Shares not to exceed 90
     days; 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


                                      -6-


     offering and sale of the Shares); and to promptly advise UBS Warburg 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 make available to UBS Warburg, as soon as practicable after the
     Registration Statement becomes effective, and thereafter from time to time
     to furnish to UBS Warburg, as many copies of the Prospectus (or of the
     Prospectus as amended or supplemented if the Sponsor or the Trust shall
     have made any amendments or supplements thereto after the effective date of
     the Registration Statement) as UBS Warburg may request for the purposes
     contemplated by the Act; in case UBS Warburg is required to deliver a
     prospectus after the nine-month period referred to in Section 10(a)(3) of
     the Act in connection with the sale of the Shares, the Trust will prepare,
     at its expense, 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 Act;

          (c) the Sponsor and the Trust will endeavor to cause the
     Registration Statement to become effective (i) on the next business day
     following the date hereof and (ii) on or before the time of purchase and
     the Sponsor will advise UBS Warburg promptly and, if requested by UBS
     Warburg, will confirm such advice in writing when the Registration
     Statement and any post-effective amendment thereto has become effective,
     and (iii) upon receipt of request from UBS Warburg therefor, to file a
     post-effective amendment removing any reference to UBS Warburg thereunder;

          (d) to advise UBS Warburg 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 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; to advise
     UBS Warburg promptly of any proposal to amend or supplement the
     Registration Statement or the Prospectus and to provide UBS Warburg and UBS
     Warburg's counsel copies of any such documents for review and comment a
     reasonable amount of time prior to any proposed filing and to file no such
     amendment or supplement to which UBS Warburg shall object in writing;

          (e) subject to Section 4(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 Exchange Act subsequent to the date
     of the Prospectus and for so long as the delivery of a prospectus is
     required in connection with the offering or sale of the Shares; and to
     provide UBS Warburg 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 Exchange Act during such period within a reasonable amount of time prior
     to any proposed filing, and to promptly notify UBS Warburg of such filing;

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

          (g) to advise UBS Warburg promptly of the happening of any event
     within the time during which a prospectus relating to the Shares is
     required to be delivered under the Act which could require the making of
     any change in the Prospectus then being used so that the Prospectus would
     not include an untrue statement of material fact or omit to state a
     material fact necessary to


                                      -7-


     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(d) hereof, to prepare and furnish, at the Sponsor's expense, to UBS
     Warburg promptly such amendments or supplements to such Prospectus as may
     be necessary to reflect any such change;

          (h) [to make generally available to its shareholders, and to deliver
     to UBS Warburg, an [earnings statement] of the Trust (which will satisfy
     the provisions of Section 11(a) of the Act) covering a period of twelve
     months beginning after the effective date of the Registration Statement (as
     defined in Rule 158(c) under the Act) as soon as is reasonably practicable
     after the termination of such twelve-month period but not later than ,
     2004;] [SUBJECT TO DISCUSSIONS WITH SEC STAFF]

          (i) [to furnish to its shareholders 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 each of the
     Trust and the Sponsor for such fiscal year, accompanied by a copy of the
     certificate or report thereon of nationally recognized independent
     certified public accountants);] [SUBJECT TO DISCUSSIONS WITH SEC STAFF]

          (j) to furnish to UBS Warburg two copies of the Registration
     Statement, as initially filed with the Commission, and of all amendments
     thereto (including all exhibits thereto);

          (k) [to furnish to UBS Warburg promptly for a period of one year from
     the date of this Agreement (i) copies of any reports, proxy statements, or
     other communications which the Trust shall send to its shareholders 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 UBS Warburg may reasonably
     request regarding the Trust;] [SUBJECT TO DISCUSSIONS WITH SEC STAFF]

          (l) to pay all costs, expenses, fees and taxes in connection with (i)
     the preparation and filing of the Registration Statement, each Preliminary
     Prospectus, the Prospectus, and any amendments or supplements thereto, and
     the printing and furnishing of copies of each thereof to UBS Warburg
     (including costs of mailing and shipment), (ii) the registration, issue,
     sale and delivery of the Shares including any stock or transfer taxes and
     stamp or similar duties payable upon the sale, issuance or delivery of the
     Shares to UBS Warburg, (iii) the producing, word processing and/or printing
     of this Agreement, any Powers of Attorney and any closing documents
     (including compilations thereof) and the reproduction and/or printing and
     furnishing of copies of each thereof to UBS Warburg and (except closing
     documents) to dealers (including costs of mailing and shipment), (iv) the
     qualification of the Shares for offering and sale under state or foreign
     laws and the determination of their eligibility for investment under state
     law as aforesaid (including the legal fees and filing fees and other
     disbursements of counsel for UBS Warburg) and the printing and furnishing
     of copies of any blue sky surveys or legal investment surveys to UBS
     Warburg, (v) any listing of the Shares on any securities exchange or
     qualification of the Shares for quotation on the NYSE and any registration
     thereof under the Exchange Act, (vi) any filing for review of the public
     offering of the Shares by the NASD, including the legal fees and filing
     fees and other disbursements of counsel to UBS Warburg, (vii) the fees and
     disbursements of the Custodian (as defined in the Trust Indenture),
     transfer agent or registrar for the Shares, (viii) the costs and expenses
     of the Trust relating to presentations or meetings undertaken in connection
     with the marketing of the offering and sale of the Shares to prospective
     investors and UBS Warburg's sales forces, including, without limitation,
     expenses associated with the


                                      -8-


     production of road show slides and graphics, fees and expenses of any
     consultants engaged in connection with the road show presentations, travel,
     lodging and other expenses incurred by the officers of the Sponsor or the
     Trust and any such consultants, and the cost of any aircraft chartered in
     connection with the road show, and (ix) the performance of the Sponsor's
     other obligations hereunder;

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

          (n) to maintain a Custodian (as defined in the Trust Indenture) and an
     orderly procedure for the transfer and register of the Shares.

     5. Reimbursement of Underwriter's Expenses. The Sponsor shall, in addition
to paying the amounts described in Section 4(l) hereof, reimburse UBS Warburg
for all of its out-of-pocket expenses, including the fees and disbursements of
its counsel, up to $[ ].

     6. Conditions of UBS Warburg's Obligations. The obligations of UBS Warburg
hereunder are subject to the accuracy of the representations and warranties
contained herein on the date hereof, at the time of purchase, and the
performance by the Sponsor of its obligations hereunder and to the following
additional conditions precedent:

          (a) The Sponsor shall furnish to UBS Warburg at the time of purchase
     an opinion of Carter Ledyard & Milburn LLP, counsel for the Sponsor,
     addressed to UBS Warburg, and dated the time of purchase and in form and
     substance satisfactory to Clifford Chance US LLP, counsel for UBS Warburg,
     stating that:

               (i) 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 has all power and authority to issue
          and deliver the Shares as contemplated herein and to execute and
          deliver this Agreement;

               (ii) 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;

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

               (iv) this Agreement has been duly authorized, executed and
          delivered by the Sponsor;

               (v) the Shares issuable hereunder, when issued in accordance with
          the terms hereof will have been duly authorized and validly issued and
          fully paid and non-assessable;

               (vi) the Shares conform to the description thereof contained in
          the Registration Statement and the Prospectus;

               (vii) the Registration Statement and the Prospectus (except
          as to the financial statements and schedules and other financial and
          statistical information


                                      -9-


          contained therein, as to which such counsel need express no opinion)
          comply as to form in all material respects with the requirements of
          the Act;

               (viii) the Registration Statement has become effective under the
          Act and, to such counsel's knowledge, no stop order proceedings with
          respect thereto are pending or threatened under the Act and any
          required filing of the Prospectus and any supplement thereto pursuant
          to Rule 424 under the Act has been made in the manner and within the
          time period required by such Rule 424;

               (ix) 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 hereby other than
          registration of the Shares under the 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);

               (x) 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 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 (based on a certificate of an officer of the Sponsor)
          investigation to which the Sponsor or the Trust 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;

               (xi) 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 its respective constitutive
          documents, or any federal or New York State law, regulation or rule
          applicable to the Sponsor or the Trust;

               (xii) 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;

               (xiii) to such counsel's knowledge, there are no actions, suits,
          claims, investigations or proceedings pending, or threatened to which
          the Sponsor or the Trust 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 are not so described;

                                      -10-


               (xiv) [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;]

               (xv) the information in the Registration Statement and the
          Prospectus under the headings ["Description of the Shares," "United
          States Federal Tax Consequences," "Description of the Trust Indenture"
          and "Description of the Custody Agreements"] 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 Warburg 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 (vi) and (xv)
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,
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 and statistical
information included in the Registration Statement or the Prospectus).

          (b) UBS Warburg shall have received from Deloitte & Touche LLP letters
     dated, respectively, the date of this Agreement and the time of purchase
     and addressed to UBS Warburg in the forms heretofore approved by UBS
     Warburg.

          (c) UBS Warburg shall have received at the time of purchase, the
     favorable opinion of Clifford Chance US LLP, counsel for UBS Warburg, dated
     the time of purchase, as to the matters referred to in subparagraphs (iv),
     (v), (vi), (viii)(A), (ix) and the last subparagraph of Section 6(a).

          (d) UBS Warburg shall have received at the time of purchase, the
     favorable opinion of Seward & Kissel, counsel for the Trustee, addressed to
     UBS Warburg, and dated the time of purchase and in form and substance
     satisfactory to Clifford Chance US LLP, counsel for UBS Warburg, stating
     that [the Trust has been duly organized and is validly existing as a trust
     in good standing under the laws of the State of New York, with full trust
     power and authority to conduct its business as described in the
     Registration Statement and the Prospectus, to issue and deliver the Shares
     as contemplated herein and to execute and deliver this Agreement.]

          (e) No Prospectus or amendment or supplement to the Registration
     Statement or the Prospectus shall have been filed to which UBS Warburg
     objects in writing.

          (f) The Registration Statement shall become effective not later than
     [ ] New York City time, on [the first business day following the date of
     this Agreement]


                                      -11-


          (g) Prior to the time of purchase, (i) no stop order with respect to
     the effectiveness of the Registration Statement shall have been issued
     under the Act or proceedings initiated under Section 8(d) or 8(e) of the
     Act; (ii) the Registration Statement and all amendments thereto shall 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 not misleading; and (iii) the Prospectus and all amendments or
     supplements thereto shall 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 the light of the circumstances
     under which they are made, not misleading.

          (h) Between the time of execution of this Agreement and the time of
     purchase, no material adverse change or any development involving a
     prospective material adverse change in the management or financial
     condition of the Sponsor shall occur or become known.

          (i) the Sponsor will, at the time of purchase, deliver to UBS Warburg
     a certificate of [the Chief Executive Officer and its Chief Financial
     Officer] in the form attached as Exhibit A hereto.

          (j) The Sponsor and the Trust shall have furnished to UBS Warburg such
     other documents and certificates as to the accuracy and completeness of any
     statement in the Registration Statement and the Prospectus as of the time
     of purchase, as UBS Warburg may reasonably request.

          (k) The Shares shall have been approved for listing on the NYSE,
     subject only to notice of issuance at or prior to the time of purchase.

     7. Effective Date of Agreement; Termination. This Agreement shall become
effective when UBS Warburg shall have received notification of the effectiveness
of the Registration Statement.

         The obligations of UBS Warburg hereunder shall be subject to
termination in the absolute discretion of UBS Warburg, if (x) since the time of
execution of this Agreement or the earlier respective dates as of which
information is given in the Registration Statement and the Prospectus, there has
been any material adverse change or any development involving a prospective
material adverse change affecting the Sponsor or the Trust which would, in UBS
Warburg's judgment, make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Shares on the terms and in the manner
contemplated in the Registration Statement and the Prospectus, or (y) since the time
of execution of this Agreement, there shall have occurred: (i) a suspension or
material limitation in trading in securities generally on the NYSE, the American
Stock Exchange or the NASDAQ; (ii) a suspension or material limitation in
trading in the Trust's securities on the NYSE; (iii) a general moratorium on
commercial banking activities declared by either federal or New York State
authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United States; (iv) an outbreak or
escalation of hostilities or acts of terrorism involving the United States or a
declaration by the United States of a national emergency or war; or (v) any
other calamity or crisis or any change in financial, political or economic
conditions in the United States or elsewhere, if the effect of any such event
specified in clause (iv) or (v) in UBS Warburg's judgment makes it impracticable
or inadvisable to proceed with the public offering or the delivery of the Shares
on the terms and in the manner contemplated in the Registration Statement and
the Prospectus.

                                      -12-


         If UBS Warburg elects to terminate this Agreement as provided in this
Section 6, the Sponsor shall be notified promptly in writing.

         If the sale to UBS Warburg of the Shares, as contemplated by this
Agreement, is not carried out by UBS Warburg for any reason permitted under this
Agreement or if such sale is not carried out because the Sponsor shall be unable
to comply with any of the terms of this Agreement, the Sponsor and the Trust
shall not be under any obligation or liability under this Agreement (except to
the extent provided in Sections 4(m) and 7 hereof), and UBS Warburg shall be
under no obligation or liability to the Sponsor or the Trust under this
Agreement (except to the extent provided in Section 7 hereof) or to one another
hereunder.

     8. Indemnity and Contribution.

          (a) The Sponsor agrees to indemnify, defend and hold harmless UBS
     Warburg, its partners, directors and officers, and any person who controls
     it within the meaning of Section 15 of the Act or Section 20 of the
     Exchange 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 UBS Warburg or any
     such person may incur under the Act, the Exchange Act, the common law or
     otherwise, insofar as such loss, damage, expense, liability or claim arises
     out of or is based upon (i) any untrue statement or alleged untrue
     statement of a material fact contained in the Registration Statement (or in
     the Registration Statement as amended by any post-effective amendment
     thereof by the Trust) 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 by
     the Sponsor), 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 UBS Warburg furnished in
     writing by or on behalf of UBS Warburg to the Sponsor expressly for use in
     such Registration Statement or such 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, (ii) any untrue statement or alleged untrue statement made by
     the Sponsor in Section 3 hereof or the failure by the Sponsor to perform
     when and as required any agreement or covenant contained herein, [(iii) 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 Trust
     including, without limitation, slides, videos, films or tape recordings
     used in connection with the marketing of the Shares,] or (iv) circumstances
     surrounding the third party allegations relating to patent and contract
     disputes as described in the section of the Prospectus and the Registration
     Statement entitled "Risk Factors;" provided, however, that the indemnity
     agreement contained in this subsection (a) with respect to any Preliminary
     Prospectus or amended Preliminary Prospectus shall not inure to the benefit
     of UBS Warburg (or to the benefit of any person controlling UBS Warburg)
     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 and if such
     Underwriter failed to send or give a copy of the Prospectus to such person
     at or prior to the written confirmation of the sale of such Shares to such
     person, unles the failure is the result of noncompliance by the Sponsor
     with paragraph (b) of Section 4 hereof.

          If any action, suit or proceeding (each, a "Proceeding") is brought
     against UBS Warburg or any such person in respect of which indemnity may be
     sought against the Sponsor or the Trust pursuant to the foregoing
     paragraph, UBS Warburg 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,


                                      -13-


     however, that the omission to so notify the Sponsor shall not relieve the
     Sponsor from any liability which the Sponsor may have to UBS Warburg or any
     such person except to the extent that the Sponsor has been materially
     prejudiced by such failure and has not otherwise learned of such
     Proceeding. UBS Warburg 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 UBS Warburg 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 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 or the Trust (in which case the Sponsor or the Trust 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 or the Trust and paid as incurred
     (it being understood, however, that the Sponsor and the Trust 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 its written consent but if
     settled with the written consent of the Sponsor or the Trust, the Sponsor
     and the Trust agree to indemnify and hold harmless UBS Warburg 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 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.

          (b) UBS Warburg agrees to indemnify, defend and hold harmless each of
     the Sponsor, its directors and officers, and any person who controls the
     Sponsor or the Trust within the meaning of Section 15 of the Act or Section
     20 of the Exchange 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, jointly or
     severally, the Sponsor, the Trust or any such person may incur under the
     Act, the Exchange 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 UBS Warburg to the Sponsor or the Trust expressly for use in the
     Registration Statement (or in the Registration Statement as amended by any
     post-effective amendment thereof by the Sponsor or 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.

                                      -14-


         If any Proceeding is brought against the Sponsor or the Trust or any
such person in respect of which indemnity may be sought against UBS Warburg
pursuant to the foregoing paragraph, the Sponsor, the Trust or such person shall
promptly notify UBS Warburg in writing of the institution of such Proceeding and
UBS Warburg 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 UBS Warburg shall not relieve UBS Warburg from any liability which UBS
Warburg may have to the Sponsor, the Trust or any such person or otherwise. The
Sponsor, the Trust or such person shall have the right to employ its own counsel
in any such case, but the fees and expenses of such counsel shall be at the
expense of the Sponsor, the Trust or such person unless the employment of such
counsel shall have been authorized in writing by UBS Warburg in connection with
the defense of such Proceeding or UBS Warburg 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 UBS
Warburg (in which case UBS Warburg shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but
UBS Warburg may employ counsel and participate in the defense thereof but the
fees and expenses of such counsel shall be at the expense of UBS Warburg), in
any of which events such fees and expenses shall be borne by UBS Warburg and
paid as incurred (it being understood, however, that UBS Warburg 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). UBS Warburg shall not be liable for any settlement of any such
Proceeding effected without the written consent of UBS Warburg but if settled
with the written consent of UBS Warburg, UBS Warburg agrees to indemnify and
hold harmless the Sponsor, the Trust 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 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.

          (c) If the indemnification provided for in this Section 7 is
     unavailable to an indemnified party under subsections (a) and (b) of this
     Section 7 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 UBS Warburg on the other hand from the
     offering of the Shares 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) above but also the relative fault of the Sponsor and the Trust on the
     one hand and of UBS


                                      -15-


     Warburg 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 UBS Warburg 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 Sponsor and the
     Trust and the total underwriting discounts and commissions received by UBS
     Warburg, 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 UBS
     Warburg 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 and the Trust or by UBS Warburg 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 subsection 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.

          (d) The Sponsor and UBS Warburg 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 subsection (c)
     above. Notwithstanding the provisions of this Section 7, UBS Warburg shall
     not be required to contribute any amount [in excess of the amount by which
     the total price at which the Shares created by UBS Warburg and distributed
     to the public were offered to the public] exceeds the amount of any damage
     which UBS Warburg has otherwise been required to pay by reason of such
     untrue statement or alleged untrue statement or omission or alleged
     omission. No person guilty of fraudulent misrepresentation (within the
     meaning of Section 11(f) of the Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation.

          (e) 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 UBS Warburg, its
     partners, directors or officers or any person (including each partner,
     officer or director of such person) who controls UBS Warburg within the
     meaning of Section 15 of the Act or Section 20 of the Exchange Act, or by
     or on behalf of each of the Sponsor, its directors or officers or any
     person who controls the Sponsor or the Trust within the meaning of Section
     15 of the Act or Section 20 of the Exchange Act, and shall survive any
     termination of this Agreement or the issuance and delivery of the Shares.
     The Sponsor and the Trust and UBS Warburg agree promptly to notify each
     other of the commencement of any Proceeding against it and, in the case of
     the Sponsor and the Trust, against any of the Sponsor's or the Trust's
     officers or directors in connection with the issuance and sale of the
     Shares, or in connection with the Registration Statement or the Prospectus.

     9. Information Furnished by UBS Warburg. The statements set forth [in the
last paragraph on the cover page of the Prospectus and the statements set forth]
in the [_____ and _____] paragraphs under the caption ["Plan of Distribution"]
in the Prospectus constitute the only information furnished by or on behalf of
UBS Warburg as such information is referred to in Sections 3 and 8 hereof.

     10. Notices. Except as otherwise herein provided, all statements, requests,
notices and agreements shall be in writing or by telegram and, if to UBS
Warburg, shall be sufficient in all respects if delivered or sent to UBS Warburg
LLC, 299 Park Avenue, New York, N.Y. 10171-0026, Attention:


                                      -16-


Syndicate Department and, if to the Sponsor or the Trust, shall be sufficient in
all respects if delivered or sent to the Sponsor at the offices of the Sponsor
at World Gold Trust Services, LLC, 444 Madison Avenue, 3rd Floor, New York, NY
10022, Attention: J. Stuart Thomas, Managing Director.

     11. Governing Law; Construction. This Agreement and any claim, counterclaim
or dispute of any kind or nature whatsoever arising out of or in any way
relating to this Agreement ("Claim"), directly or indirectly, shall be governed
by, and construed in accordance with, the laws of the State of New York. The
Section headings in this Agreement have been inserted as a matter of convenience
of reference and are not a part of this Agreement.

     12. Submission to Jurisdiction. The Sponsor irrevocably agrees that any
Claim may be instituted in the courts of the State of New York located in the
City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the
adjudication of such matters, and the Sponsor consents to the jurisdiction of
such courts and personal service with respect thereto. Each of UBS Warburg and the
Sponsor waives all right to trial by jury in any action, proceeding or
counterclaim (whether based upon contract, tort or otherwise) in any way arising
out of or relating to this Agreement. The Sponsor agrees that a final judgment
in any such action, proceeding or counterclaim brought in any such court shall
be conclusive and binding upon the Sponsor and may be enforced in any other
courts to the jurisdiction of which the Sponsor is or may be subject, by suit
upon such judgment.

     13. Parties at Interest. The Agreement herein set forth has been and is
made solely for the benefit of UBS Warburg and the Sponsor and to the extent
provided in Section 8 hereof the controlling persons, partners, directors and
officers referred to in such Section, and their respective successors, permitted
assigns, heirs, personal representatives and executors and administrators. No
other person, partnership, association or corporation (including a purchaser, as
such purchaser, from UBS Warburg) shall acquire or have any right under or by
virtue of this Agreement.

     14. Counterparts. This Agreement may be signed by the parties in one or
more counterparts which together shall constitute one and the same agreement
among the parties.

     15. Successors and Assigns. This Agreement may be assigned only with the
written consent of the parties hereunder and shall be binding upon UBS Warburg
and the Sponsor and the Trust and their successors and permitted assigns and any
successor or assign of any substantial portion of the Sponsor's and the Trust's
and any of UBS Warburg's respective businesses and/or assets.

     16. Miscellaneous. UBS Warburg, an indirect, wholly owned subsidiary of UBS
AG, is not a bank and is separate from any affiliated bank, including any U.S.
branch or agency of UBS AG. Because UBS Warburg is a separately incorporated
entity, it is solely responsible for its own contractual obligations and
commitments, including obligations with respect to sales and purchases of
securities. Securities sold, offered or recommended by UBS Warburg are not
deposits, are not insured by the Federal Deposit Insurance Corporation, are not
guaranteed by a branch or agency, and are not otherwise an obligation or
responsibility of a branch or agency.



                                      -17-




     If the foregoing correctly sets forth the understanding between the Sponsor
and UBS Warburg, please so indicate in the space provided below for that
purpose, whereupon this agreement and your acceptance shall constitute a binding
agreement between the Sponsor and UBS Warburg.

                                  Very truly yours,

                                  WORLD GOLD TRUST SERVICES, LLC

                                  By:
                                     -------------------------------------
                                     Title:













                                      -18-



Accepted and agreed to as of the
date first above written, on
behalf of itself

UBS WARBURG LLC



By:  __________________________
       Title:


By:  __________________________
      Title:




                                      -19-




                                    EXHIBIT A

                              Officers' Certificate

     1. I have reviewed the Registration Statement and the Prospectus.

     2. The representations and warranties of the Sponsor and the Trust as set
forth in this Agreement are true and correct as of the date hereof and as of the
time of purchase.

     3. Each of the Sponsor and the Trust has performed all of its obligations
under this Agreement as are to be performed at or before the time of purchase.

     4. The conditions set forth in paragraphs (g) and (h) of Section 6 of this
Agreement have been met.

     5. The financial statements and other financial information included in the
Registration Statement and the Prospectus fairly present in all material
respects the financial condition, results of operations, and cash flows of the
Trust as of, and for, the periods presented in the Registration Statement.




                                                                     Exhibit 3.1
                            CERTIFICATE OF FORMATION

                                       OF

                         WORLD GOLD TRUST SERVICES, LLC

         The undersigned, an authorized natural person, for the purpose of
forming a limited liability company under the provisions and subject to the
requirements of Chapter 18, Title 6 of the Delaware Code (the "Delaware Limited
Liability Company Act") and the acts amendatory thereof and supplemental
thereto, hereby certifies that:

         FIRST: The name of the limited liability company is World Gold Trust
Services, LLC (the "Company").

         SECOND: The address, including street, number, city and county, of the
registered office of the Company in the State of Delaware is 2711 Centerville
Road, Suite 400, City of Wilmington 19808, County of New Castle; and the name of
the registered agent of the Company in the State of Delaware at such address is
Corporation Service Company.

         THIRD: The name and mailing address of the authorized person (as that
term is defined in the Delaware Limited Liability Company Act) is as follows:



            Name                    Mailing Address
            ----                    ---------------

            Jasen Kisber, Esq.      c/o Carter, Ledyard & Milburn
                                    2 Wall Street
                                    New York, New York 10005




         FOURTH: The powers of the authorized person are to terminate upon the
filing of this certificate and at such time the Member, as defined in the
Limited Liability Company Agreement of World Gold Trust Services, LLC,
thereafter shall be designated as an authorized person within the meaning of the
Delaware Limited Liability Company Act.

         IN WITNESS WHEREOF, the undersigned, constituting an authorized natural
person of Company, has duly executed this Certificate as of the 17th day of
July, 2002.


                                                /s/ Jasen Kisber
                                                --------------------------------
                                                Name: Jasen Kisber, Esq.
                                                Title: Authorized Person

Exhibit 3.2
AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

WORLD GOLD TRUST SERVICES, LLC

This Amended and Restated Limited Liability Company Agreement (the
"Agreement") of World Gold Trust Services, LLC (the "Company") is entered into
as of May 9, 2003 by the World Gold Council, a not-for-profit association
registered under Swiss law (the "Initial Member").

WHEREAS, the Initial Member (i) caused the Company to be formed as a
Delaware limited liability company pursuant to the Delaware Limited Liability
Company Act, as amended from time to time (the "Act"), by filing a Certificate
of Formation of the Company (the "Certificate of Formation") with the Delaware
Secretary of State on July 17, 2002 and (ii) entered into a Limited Liability
Company Agreement, made effective as of the same date; and

WHEREAS, the Initial Member now wishes to amend and restate the Limited
Liability Company Agreement, effective as of the date first set forth above.

NOW, THEREFORE, the Initial Member agrees as follows:

1. Name. The name of the limited liability company is World Gold Trust
Services, LLC or such other name as may be selected by the Members (as defined
in Section 23(b)) from time to time that is acceptable to the appropriate
recording officials of the State of Delaware.

2. Certificates. Jasen P. Kisber, as an authorized person within the
meaning of the Act, executed, delivered and filed the Certificate of Formation
with the Delaware Secretary of State. Upon the filing of the Certificate of
Formation with the Delaware Secretary of State, his powers as an authorized
person ceased and the Initial Member was designated as an authorized person
within the meaning of the Act. Any Member or officer of the Company shall
execute, deliver and file any certificates or documents (and any amendments
and/or restatements thereof) as may be necessary for the Company to qualify to
do business in such jurisdictions in which the Company may wish to conduct
business.

3. Purpose. The Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Company shall possess and may exercise all the
powers and

privileges granted by the Act, by any other law and by this Agreement, together
with any powers incidental thereto, including, without limitation, such powers
and privileges as are necessary or convenient to the conduct, promotion or
attainment of the business purposes or activities of the Company.

5. Principal Business Office. The principal business office of the
Company shall be located at 444 Madison Avenue, 3rd Floor, New York, New York
10022 or at such other place as the Members may select from time to time.

6. Registered Office. The address of the registered office of the
Company in the State of Delaware shall be c/o the Corporation Service Company,
2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle
or such other address as the Members may select from time to time.

7. Registered Agent. The name and address of the registered agent of
the Company for service of process on the Company in the State of Delaware shall
be the Corporation Service Company, 2711 Centerville Road, Suite 400, City of
Wilmington 19808, County of New Castle or such other name and address as the
Members may select from time to time.

8. Members. The name and mailing address of the Initial Member and the
Initial Member's percentage interest in the Company are set forth on Schedule A
attached hereto. Schedule A shall be amended as necessary to reflect any changes
in the membership or ownership of the Company.

9. Term. The term of the Company commenced on the date of its formation
under the Act and shall continue until terminated in accordance with the
provisions of the Act or this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and no Member or officer of the Company shall be obligated personally
for any such debt, obligation or liability of the Company solely by reason of
being a Member or officer of the Company.

11. Capital Contributions. The Initial Member will contribute to the
Company the amount of United States Dollars as set forth on Schedule A.

12. Additional Contributions. No Member shall be required to make any
additional capital contribution to the Company. However, any Member may make
additional capital contributions to the Company with the written consent of the
Members.

13. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated to the Members in accordance with their respective percentage
interests in the Company.

14. Distributions. Distributions shall be made to the Members at the
times and in the aggregate amounts as may be determined by the Members, provided
that, with respect to any fiscal year, the Company shall distribute, if
available, to the Members an amount of cash reasonably estimated to be
sufficient to enable the Members to pay taxes on their distributive share of
Company income for such fiscal year. Notwithstanding any provision to the
contrary contained in this Agreement, the Company shall not make a distribution
to any Member on account of its interest in the Company if such distribution
would violate Section 18-607 of the Act or other applicable law.

15. Meetings of Members.

(a) Meetings. Meetings of the Members, for any purpose or
purposes, may be called by any Member.

(b) Place of Meetings. The Members may designate any place, either
within or outside the State of Delaware, as the place of meeting for any meeting
of the Members. If no designation is made, the place of meeting shall be the
principal business office of the Company.

(c) Notice of Meetings. Written notice stating the place, day and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be delivered not less than five (5) nor more than thirty (30) days before
the date of the meeting, by or at the direction of the Member or Members calling
the meeting, to each Member entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered three (3) calendar days after being
deposited in the United States mail, addressed to each Member at its address as
set forth on Schedule A, with postage thereon prepaid.

(d) Record Date. For the purpose of identifying the Members who
are entitled to notice of or to vote at any meeting of the Members or any
adjournment thereof, to receive payment of any distribution or to make a
determination of the Members for any other purpose, the date on which notice of
the meeting is mailed or a vote of the Members is taken, the date on which the
resolution declaring such distribution is adopted or the date on which any such
determination of the Members is made, as the case may be, shall be the record
date for such identification of the Members.

(e) Quorum. The Members owning a majority of the percentage
interests in the Company, represented in person or by proxy, shall constitute a
quorum at any meeting of the Members. In the absence of a quorum at any such
meeting, the Members owning a majority of the percentage interests in the
Company so represented may adjourn the meeting from time to time for a period
not to exceed sixty (60) days without further notice. However, if the
adjournment is for more than sixty (60) days, or, if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each Member of record entitled to vote at the meeting.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The Members present at a duly organized meeting may continue

to transact business until adjournment, notwithstanding the withdrawal during
such meeting of that number of percentage interests in the Company whose absence
would cause less than a quorum to be present.

(f) Manner of Acting. If a quorum is present, the affirmative vote
of the Members owning a majority of the percentage interests in the Company
shall be the act of the Members, unless the vote of a greater or lesser
proportion or number is otherwise required by the Act, by the Certificate of
Formation or by this Agreement. For the avoidance of doubt, any required or
permitted approval, consent, act or determination of the Members provided for in
this Agreement shall be given, taken or made by the Members owning a majority of
the percentage interests in the Company, unless a greater or lesser proportion
or number is otherwise required by the Act, by the Certificate of Formation or
by this Agreement.

(g) Proxies. At all meetings of the Members, any Member may vote
in person or by proxy executed in writing by such Member or by a duly authorized
attorney-in-fact. Proxies shall be delivered to the principal business office of
the Company before the meeting or presented at the meeting. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy.

(h) Conference Telephone. Any Member may participate in a meeting
of the Members by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each other,
and participation in the meeting by means of such equipment shall constitute
presence in person at such meeting.

(i) Action by Members Without a Meeting. Action required or
permitted to be taken at a meeting of the Members may be taken without a
meeting, without notice and without a vote if the action is evidenced by one or
more written consents describing the action taken, signed by the Members owning
not less than the minimum percentage interests in the Company that would be
necessary to authorize such action at a meeting where all Members entitled to
vote thereon were present and voted. All written consents shall be delivered to
the principal business office of the Company for inclusion in the Company
records.

(j) Waiver of Notice. When any notice is required to be given to
any Member, a waiver thereof in writing signed by the Member entitled to such
notice, whether signed before, at or after the time such notice was required,
shall be equivalent to the giving of such notice.

(k) Management. In accordance with Section 18-402 of the Act,
management of the Company shall be vested in the Members. The Members shall have
the power to do any and all acts necessary, convenient or incidental to or for
the furtherance of the purposes described herein, including, without limitation,
all powers, statutory or otherwise, possessed by members of a limited liability
company under the laws of the State of Delaware.

16. Officers.

(a) Appointment of Officers. The Members may, from time to time as
they deem advisable, appoint officers of the Company and assign in writing
titles (including, without limitation, Chief Executive Officer, Managing
Director, President, Vice President, Secretary, and Treasurer) to any person so
appointed. Unless the Members decide otherwise, if the title is one commonly
used for officers of a business corporation formed under the General Corporation
Law of the State of Delaware, the assignment of such title shall constitute the
delegation to such person of the authorities and duties that are normally
associated with that office. Any delegation pursuant to this Section 16(a) may
be revoked at any time by the Members. The Members shall resolve any questions
as to the type and scope of the authorities and duties delegated to any officer.
Any two or more offices may be held by the same person.

(b) Election and Term of Office. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified or
until his earlier death, resignation or removal. Vacancies may be filled or new
offices created and filled at any meeting of the Members.

(c) Removal. Any officer may be removed by the Members at any
time, with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

(d) Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Members
for the unexpired portion of the term.

(e) Salaries. The salaries and other compensation of the officers
and other employees of the Company, if any, shall be fixed from time to time by
the Members, and no officer or employee shall be prevented from receiving any
such salary or other compensation by reason of the fact that he is also a Member
of the Company.

17. Other Business. The Members may engage in or possess an interest in
other business ventures (unconnected with the Company) of every kind and
description, independently or with others. The Company shall not have any rights
in or to such business ventures or the income or profits derived therefrom by
virtue of this Agreement.

18. Exculpation and Indemnification. No Member or officer shall be
liable to the Company, or any other person or entity who has an interest in the
Company, for any loss, damage or claim incurred by the Company by reason of any
act or omission

performed or omitted by such Member or officer in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Member or officer by this Agreement, except that a
Member or officer shall be liable for any such loss, damage or claim incurred by
the Company by reason of such Member's or officer's fraud or willful misconduct.
To the fullest extent permitted by applicable law, a Member or officer shall be
entitled to indemnification from the Company for any loss, damage or claim
incurred by such Member or officer by reason of any act or omission performed or
omitted by such Member or officer in good faith on behalf of the Company and in
a manner reasonably believed to be within the scope of the authority conferred
on such Member or officer by this Agreement, except that no Member or officer
shall be entitled to be indemnified for any such loss, damage or claim incurred
by such Member or officer by reason of such Member's or officer's fraud or
willful misconduct; provided, however, that any indemnity or advancement of
expenses under this Section 18 shall be provided out of and to the extent of
Company assets only, and no Member shall have personal liability on account
thereof. The costs and expenses of any Member or officer reasonably incurred in
defending any threatened or pending action, suit or proceeding, whether civil,
criminal, administrative or investigative, shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the Member or officer to repay such amount
if it shall ultimately be determined that such Member or officer is not entitled
to be indemnified by the Company as authorized by this Section 18.

19. Assignments. A Member may assign all or part of its percentage
interest in the Company with the written consent of the Members. If a Member
transfers all or part of its interest in the Company pursuant to this Section
19, the transferee shall be admitted as a Member of the Company with the written
consent of the Members and upon its execution of an instrument, in form and
substance satisfactory to the Members, transferring to the transferee all or
part of the transferring Member's percentage interest in the Company and
signifying the transferee's agreement to be bound by the terms and conditions of
this Agreement. Such admission shall be deemed effective immediately prior to
the transfer, and, immediately following such admission, the transferring Member
shall cease to be a Member of the Company with respect to the percentage
interest in the Company transferred.

20. Resignation. A Member may resign from the Company with the written
consent of the Members. If a Member is permitted to resign pursuant to this
Section 20 and there are no other Members, an additional Member shall be
admitted to the Company, subject to Section 21. Such admission shall be deemed
effective immediately prior to the resignation, and, immediately following such
admission, the resigning Member shall cease to be a Member of the Company.

21. Admission of Additional Members. Upon the written consent of the
Members, one or more persons or entities may be admitted as a Member of the
Company upon such terms and conditions, including, without limitation, the
number of additional interests in the Company to be issued and the consideration
therefor, as the Members shall determine. The new Member shall be admitted upon
the execution of an instrument,

in form and substance satisfactory to the Members, signifying its agreement to
be bound by the terms and conditions of this Agreement.

22. Dissolution.

(a) The Company shall dissolve, and its affairs shall be wound up
upon the first to occur of the following: (i) the written consent of the
Members, (ii) if there is only one Member, the retirement, resignation or
dissolution of such Member or the occurrence of any other event which terminates
the continued membership of such Member in the Company, unless the business of
the Company is continued in a manner permitted by the Act, or (iii) the entry of
a decree of judicial dissolution under Section 18-802 of the Act.

(b) The bankruptcy of any Member will not cause such Member to
cease to be a Member of the Company and, upon the occurrence of such an event,
the business of the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only
such activities as are necessary to wind up its affairs (including the sale of
the assets of the Company in an orderly manner), and the assets of the Company
shall be distributed in the manner, and in the order of priority, as set forth
in Section 18-804 of the Act.

23. Miscellaneous.

(a) Notices. Any notice, demand or communication required or
permitted to be given by any provision of this Agreement to the Members or to
the Company shall be in writing and, except as otherwise set forth in this
Agreement, shall be deemed to have been given when actually received. Any such
notice, demand or communication may be given by mail, express courier service,
telex or facsimile and shall be addressed to each Member at their respective
address set forth on Schedule A or to the Company at its principal business
office, as the case may be, or to such other address as a party may from time to
time designate by notice to the other parties.

(b) Construction. When used in this Agreement, the masculine,
feminine or neuter gender and the singular or plural number shall each be deemed
to include the others where the context so requires, indicates or permits. As
used in this Agreement, the term "Member" shall mean a person or entity who has
been admitted as a member of the Company pursuant to this Agreement and shall
include, where the context so requires, indicates or permits, the Initial Member
(as long as it is a Member).

(c) Headings. The headings in this Agreement are inserted for
convenience only and are in no way intended to describe, interpret, define, or
to limit the scope, extent or intent of, this Agreement or any provision hereof.

(d) Waivers. Any failure of any of the parties to comply with any
obligation, covenant, agreement or condition in this Agreement may be waived by
the party or parties entitled to the benefits thereof only by a written
instrument signed by the

party or parties 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.

(e) Heirs, Successors and Assigns. Each and all of the covenants,
terms, provisions and agreements in this Agreement shall be binding upon and
inure to the benefit of the parties hereto and, to the extent permitted by this
Agreement, their respective heirs, legal representatives, successors and
assigns.

(f) Separability of Provisions. Each provision of this Agreement
shall be considered separable and, if for any reason any provision or provisions
herein are determined to be invalid, unenforceable or illegal under any existing
or future law, such invalidity, unenforceability or illegality shall not impair
the operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

(g) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

(h) Entire Agreement. This Agreement constitutes the entire
agreement of the Members with respect to the subject matter hereof.

(i) Governing Law. This Agreement shall be governed by, and
construed under, the laws of the State of Delaware (without regard to conflict
of laws principles), with all rights and remedies under this Agreement being
governed by said laws.

(j) Amendments. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and
delivered by the Members.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the date first set forth above.

WORLD GOLD COUNCIL

By: /s/ David A.J. Pointet
-----------------------------
Name: David A.J. Pointet
Title: Company Secretary

SCHEDULE A

TO THE

WORLD GOLD TRUST SERVICES, LLC

LIMITED LIABILITY COMPANY AGREEMENT

MEMBER
------

Agreed Value of Capital Percentage
Name Mailing Address Contribution Interest
---- --------------- ------------ --------
World Gold Council 45 Pall Mall $3,000,000 100%
London SW1Y 5JG England

A-1





                                                                     Exhibit 4.1



                                    [Form of]



                                 TRUST INDENTURE
                                       OF
                                EQUITY GOLD TRUST




                          DATED AS OF __________, 2003


                                     between

                         WORLD GOLD TRUST SERVICES, LLC,
                                   as Sponsor

                                       and

                                 HSBC BANK USA,
                                   as Trustee


                            EFFECTIVE ________, 2003





                                TABLE OF CONTENTS

ARTICLE I Definitions...........................................................................................1

ARTICLE II Scope of Trustee's Duties, Initial Deposit and Declaration of Trust,................................10

Subsequent Creations and Issuance  of Creation Baskets, Requirements for Delivery of Gold......................10

   Section 2.01. Scope of Trustee's Duties.....................................................................10
   Section 2.02. Initial Deposit, Declaration of Trust and Issuance of Initial Creation Baskets................12
   Section 2.03. Subsequent Creations and Issuance of Creation Baskets.........................................13
   Section 2.04. Requirements for Deposits of Gold.............................................................15
   Section 2.05. Creation Basket Gold Deposit Amount...........................................................15

ARTICLE III Administration of the Trust........................................................................16

   Section 3.01. Initial Expense...............................................................................16
   Section 3.02. Custody of Gold: Allocated and Unallocated Accounts, Additional and Successor Custodians,
                 Certain Provisions to be Included in Custody Agreements, Duty to Allocate Gold, Trust
                 Assets to be Free of Liens, etc. .............................................................16
   Section 3.03. Cash Account..................................................................................20
   Section 3.04. Reserve Account...............................................................................20
   Section 3.05. Certain Deductions and Distributions..........................................................20
   Section 3.06. Statements and Reports........................................................................23
   Section 3.07. Sale of Gold or other Property................................................................23
   Section 3.08. Counsel.......................................................................................23
   Section 3.09. Notice to Sponsor.............................................................................23
   Section 3.10. Book-Entry-Only System, Global Security.......................................................24
   Section 3.11. Trust to be administered as Grantor Trust.....................................................27

ARTICLE IV Evaluation of Gold..................................................................................27

   Section 4.01. Evaluation of Gold............................................................................27
   Section 4.02. Responsibility of the Trustee for Evaluations.................................................27

ARTICLE V Trust Evaluation and Redemption of Creation Baskets..................................................28

   Section 5.01. Trust Evaluation..............................................................................28
   Section 5.02. Redemption of Redemption Baskets..............................................................28
   Section 5.03. Other Redemption Procedures...................................................................29

ARTICLE VI Transfer of Equity Gold Shares......................................................................30

   Section 6.01. Transfer of Equity Gold Shares................................................................30

ARTICLE VII Sponsor............................................................................................30

   Section 7.01. Responsibility and Duties.....................................................................30
   Section 7.02. Certain Matters Regarding Successor Sponsor...................................................30
   Section 7.03. Resignation of Sponsor; Successors............................................................30


                                        i




   Section 7.04. Compensation of the Sponsor...................................................................31
   Section 7.05. Liability of Sponsor and Indemnification......................................................31

ARTICLE VIII Trustee...........................................................................................32

   Section 8.01. General Definition of Trustee's Rights, Duties and Responsibilities...........................32
   Section 8.02. Books, Records and Reports; Audit.............................................................37
   Section 8.03. Agreement on File.............................................................................38
   Section 8.04. Compensation of Trustee.......................................................................38
   Section 8.05. Indemnification of Trustee....................................................................39
   Section 8.06. Resignation, Discharge or Removal of Trustee; Successors......................................39
   Section 8.07. Qualifications of Trustee.....................................................................41

ARTICLE IX Termination.........................................................................................41

   Section 9.01. Procedure Upon Termination....................................................................41
   Section 9.02. Moneys to Be Held Without Interest to Beneficial Owners.......................................43
   Section 9.03. Dissolution of Sponsor Not to Terminate Trust.................................................43

ARTICLE X Miscellaneous Provisions.............................................................................43

   Section 10.01. Amendment and Waiver.........................................................................43
   Section 10.02. Registration (Initial and Continuing) of Equity Gold Shares..................................44
   Section 10.03. License Agreement with the Licensor..........................................................44
   Section 10.04. Right of Sponsor to Direct Trustee to Declare a Split of Equity Gold Shares..................45
   Section 10.05. Indemnification of the Trust by the Sponsor against certain contingent liabilities...........45
   Section 10.06. Indemnification of Underwriter...............................................................45
   Section 10.07. Certain Matters Relating to Beneficial Owners................................................45
   Section 10.08. New York Law to Govern.......................................................................45
   Section 10.09. Consent to Jurisdiction......................................................................45
   Section 10.10. Merger.......................................................................................46
   Section 10.11. Notices......................................................................................46
   Section 10.12. Severability.................................................................................47
   Section 10.13. Headings.....................................................................................47
   Section 10.14. Counterparts.................................................................................47





                                       ii




                                 TRUST INDENTURE

                                       OF

                                EQUITY GOLD TRUST

                            Effective _________, 2003


         This Trust Indenture, dated as of _________, 2003, between World Gold
Trust Services, LLC, as Sponsor, and HSBC Bank USA, as Trustee,


                                WITNESSETH, THAT:

         WHEREAS the Sponsor desires to establish a trust, to be known as
"EQUITY 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 Equity 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.



                                      -1-



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
------------------

         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.

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).

Business Day
------------

         Any day other than (i) a day on which the Exchange is closed for
         regular trading or (ii) a day on which banking institutions are
         authorized by law to close in the City of New York or (iii) if the
         transaction involves the receipt or delivery of Gold or confirmation
         thereof by a Custodian in the United Kingdom or in some other
         jurisdiction, 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.

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).




                                      -2-



Cash Redemption Amount
----------------------

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



                                      -3-



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 (c) 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 Equity Gold Shares as may be selected by the Sponsor and
         Trustee as specified herein.

Depository Agreement
--------------------

         The Letter of Representation or other written agreement among the
         Sponsor, the Trustee and the Depository, dated as of         , as the
         same may be from time to time amended in accordance with its terms.

Discretionary Termination Amount
--------------------------------

         The amount specified in Section 9.01(a).

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).

Equity Gold Share
-----------------

         Each unit of fractional undivided beneficial interest in and ownership
         of the Trust, which initially shall equal a fraction whose numerator is
         1 and whose denominator is the number of Equity 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 Equity Gold
         Shares redeemed as provided in Sections 5.02 and 5.03, and shall be
         increased by the number of any Equity Gold Shares created and issued
         pursuant to Section 2.03.



                                      -4-



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 Equity 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 Equity 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.

Global Security
---------------

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

Gold
----

         (a) Gold bullion meeting the requirements of London Good Delivery, (b)
         credit to an Unallocated Account 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




                                      -5-



         and delivery, provided that any gold bullion permitted to be delivered
         to an Allocated Account in such market shall meet the definition of
         Gold under this Agreement.

HBUS London Branch
------------------

         HSBC Bank USA, acting by its London branch.

HBUS New York
-------------

         HSBC Bank USA, acting by its Issuer Services group in New York, New
         York.

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.

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 fixing members of
         the LBMA on or about 3:00 p.m. London, England time.

Net Asset Value
---------------

         The value of the Trust determined under Section 5.01.

Net Asset Value per Equity Gold Share
-------------------------------------



                                      -6-



         The value of a Equity 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 A 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 filed with the SEC pursuant to
         Rule 424 of 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).



                                      -7-



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 Equity 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.



                                      -8-


Sponsor Indemnified Party
-------------------------

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

Successor Custodian
-------------------

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

Transaction Fee
---------------

         Shall have the meaning assigned to such term in Section 2.02(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
-------

         HBUS 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.




                                      -9-


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 call
         on the Custodian to deliver in accordance with the Rules 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.

Other Usages.
-------------

         The following usages shall apply in interpreting this agreement.

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

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

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


                                   ARTICLE II

      Scope of Trustee's Duties, Initial Deposit and Declaration of Trust,
                        Subsequent Creations and Issuance
             of Creation Baskets, Requirements for Delivery of Gold
             ------------------------------------------------------

         Section 2.01. Scope of Trustee's Duties. Subject to the terms and
conditions of this Agreement, the Trustee is hereby authorized to and shall
perform only the following services for the Trust as its Trustee:

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

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

         (3)    in connection with Purchase Orders, (i) receive Cash Deposits
                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




                                      -10-



                Custodian indicating, among other things, receipt of 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)(iv), 3.02(d) and as provided in the Custody
                Agreements under which such Gold is received;

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

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

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

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

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

         (9)    determine on each Business Day (i) the Creation Basket Gold
                Deposit Amount, as described in Sections 2.03 and 2.05, (ii)
                the valuation of Gold 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
                Equity Gold Share, as described in Section 5.01;

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

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



                                      -11-



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

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

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

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

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

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

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

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

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

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

         (22)   undertake such actions, in the Trustee's discretion, as the
                Trustee shall deem necessary 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 has received (i) from the
Initial Custodian confirmation that the Initial Custodian has credited the
Initial Deposit to the Trust Unallocated Account, and (ii) the Transaction
Fee(s) 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



                                      -12-



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 Equity Gold Shares being
declared effective, the Trustee will direct the Depository to credit to the
Depositor identified in Schedule A the Equity Gold Shares constituting the
number of Creation Baskets identified in such Schedule A.

         (c) Pursuant to the Distribution Agreement (the "Distribution
Agreement") between the Sponsor and UBS Warburg LLC (the "Underwriter"), 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 will govern the
Trustee in the creation and issuance of additional Creation Baskets, except to
the extent otherwise provided in the Participant Agreement as it may be amended
from time to time.

               (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 submitted after the Order Cut-
         Off Time on a Business Day shall be held and deemed to be received by
         the Trustee on the next following Business Day (the Business Day on
         which the Purchase Order is or is deemed to be received, 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 10.09
         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 as of 11:00 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 (defined below), 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)



                                      -13-



         the Creation Basket Gold Deposit Amount of Gold 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 Equity Gold Shares outstanding immediately before the Purchase
Order Date, and then multiplied by the number of Equity 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) otherwise 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
and upon 60 days' prior



                                      -14-



notice, 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 such notification 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 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 Equity
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 Equity 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 and the Trustee, from time to time, may agree and 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 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 determine 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



                                      -15-



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 .001 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, plus the Cash Deposit per outstanding Equity Gold
Share. 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 Equity 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 Equity Gold Shares shall be borne by the Sponsor,
provided, however, that the liability of the Sponsor under this Section
3.01shall not include any fees or other expenses incurred in connection with the
administration of the Trust subsequent to the commencement of trading of Equity
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 or before 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 Allocated Account
to which the Initial Custodian will credit Gold held for the Trust on an
allocated basis and (ii) the 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 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 lieu 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 (other than a successor which



                                      -16-



is in lieu of the Initial Custodian) or an Additional Custodian without the
Trustee's consent, which shall not be unreasonably withheld. 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. If the cost of
the employment of a Successor Custodian or Additional Custodian would exceed the
fees attributable to the Initial Custodian's services under the Allocated
Bullion Account Agreement and the Unallocated Bullion Account Agreement (in the
event HSBC Bank USA or a HSBC Entity, as defined in the Allocated Bullion
Account Agreement and the Unallocated Bullion Account Agreement, were not acting
as trustee hereunder), the Sponsor and the Trustee shall make an appropriate
adjustment to the Trustee's compensation in accordance with Section 8.04.

         (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 action as the
Sponsor shall direct, or if the Sponsor has not given direction within one
Business Day, shall 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 (and the requirements of clause (viii) shall apply also
to the Initial Custodian), 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, at such times, and for such purposes,
         as specified in written instructions furnished to it by the Trustee,
         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.



                                      -17-


               (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 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 recovery in accordance with the Custody Agreement 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 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 Trust will be adequately indemnified in the
         event of the negligence, fraud or willful mistake by the relevant
         Custodian, (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 Equity Gold Shares, in each case subject to appropriate
         confidentiality agreements.

               (viii) That (A) 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 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 that (B) the Custodian,
         will, as requested by the Trustee, provide an opinion of counsel,



                                      -18-



         satisfactory to the Trustee and the Sponsor, to the foregoing effect
         with respect to assets held by the Custodian.

               (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, other than (1) a claim for payment
of services, 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 (2) a
claim against assets held by a Custodian permitted by Section 3.02(d)(viii), 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, and will cause each
Custodian,



                                      -19-



at such Custodian's expense, to deliver the opinion specified in Section
3.02(d)(viii) with respect to the assets held by the Custodian.

         (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 Indenture, (iii) to effect a
redemption of Equity 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.

         (h) The fees and expenses of the Custodian shall be borne by the
Trustee.

         Section 3.03. Cash Account. The Trustee shall open and maintain a
separate non-interest bearing account with HSBC Bank USA in the name, and for
the benefit, of the Trust, subject only to draft or order by the Trustee acting
pursuant to the terms of this Agreement, and shall hold in such account all cash
received by it from or for the account of the Trust. Such account shall be known
as the "Cash Account." On each Business Day, the Trustee shall notify the
Sponsor, in writing, of the balance of the Cash Account.

         Section 3.04. Reserve Account. The Trustee shall open and maintain a
separate non-interest bearing account with HSBC Bank USA 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:



                                      -20-



               (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 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), disbursements charged by and
         indemnification due any Custodian and other expenses of custody of Gold
         exclusive of fees for custody services borne by the Trustee;

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

               (4) various 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 for any losses,
         liabilities or expenses incurred by it in the administration of the
         Trust without gross negligence or negligence, as applicable, bad faith,
         willful misconduct or willful malfeasance on their part or reckless
         disregard of their obligations and duties;

               (8) expenses incurred in contacting Beneficial Owners of Equity
         Gold Shares upon termination of the Trust;

               (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 Equity Gold
         Shares;

               (11) federal and state annual fees in keeping the registration of
         Equity 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 Equity
         Gold Shares (including but not limited to, associated legal,
         consulting, advertising and marketing costs and other out-of-pocket
         expenses); and

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



                                      -21-



         (c) The Trustee will charge no fee and will assume the expense of
operation (other than extraordinary expenses) of the Trust accrued through and
including the 30th day following commencement of trading of Equity Gold Shares on
the Exchange. For the period commencing with the 31st day following the commencement
of trading on the Exchange and expiring on the first anniversary of the
commencement of trading on the Exchange, the Trustee will reduce its fee and
will assume expenses of the Trust to the extent that the aggregate annual
expenses (other than extraordinary expenses) of the Trust exceed 0.30% of the
average daily value of the Trust assets (before expenses) computed under Section
5.01. 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 two preceding sentences. 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.

         (d) 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.
Notwithstanding the foregoing, only when directed by the Sponsor and agreed to
by the Trustee, the Trustee will advance amounts out of its own funds for the
payment of expenses, provided that the amount advanced at any time shall not
exceed $[ ]. The Trustee will reimburse itself the amount of such advances, plus
the cost of meeting reserve requirements imposed by the Board of Governors of
the Federal Reserve System, together with interest thereon at a percentage rate
equal to then current overnight federal funds rate, by deducting such amounts
from funds subsequently credited to the Cash Account. In the event any such
advance remains outstanding for more than forty-five (45) Business Days, the
Trustee shall sell Gold to reimburse itself for such advance and any accrued
interest thereon. The Trustee shall have a lien on the balances on hand in the
Cash Account and the Gold credited to the Allocated Account and Unallocated
Account of the Trust as provided in Section 8.01(g) to the extent of all amounts
advanced by it pursuant to this Section 3.05 which lien shall be superior to the
interest of the Beneficial Owners. 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. 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 or
otherwise in accordance with this Section.

         (e) 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 $.01 will be ignored. Notwithstanding
the foregoing, no distribution shall be made if the amount distributable will be
less than $0.010 per Equity Gold Share outstanding. The Trustee shall make
distributions under this



                                      -22-



paragraph solely to the Depository as the registered holder of all Equity Gold
Shares in accordance with Section 3.10(g) and the Trustee shall have no
liability to any person in respect of any distribution so made.

         Section 3.06. Statements and Reports. After the end of each fiscal year
and within the time period required by applicable laws, rules and regulations,
the Trustee will furnish to the Participants for distribution to each person who
was a Beneficial Owner of Equity Gold Shares at the end of such fiscal year, an
annual report of the Trust containing financial statements audited by
independent accountants of nationally recognized standing and such other
information as may be required by such laws, rules and regulations or otherwise,
or which the Sponsor determines shall be included. The Trustee may distribute
the annual report by any means acceptable to the Depository and the
Participants.

         Section 3.07. Sale of Gold or other Property. In addition to selling
Gold in accordance with Section 3.05(d), the Trustee shall sell or liquidate
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.

         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. 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.

         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



                                      -23-



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 Equity Gold Shares. Equity Gold
Shares will be represented by a single Global Security, which will be
registered, as the Depository shall direct, in the name of Cede & Co., as
nominee for the Depository and deposited with, or on behalf of, the Depository.
Certificates will not be issued for Equity Gold Shares. The Global Security
shall be in the form attached hereto as Exhibit D and shall represent such
Equity Gold Shares as shall be specified therein, and may provide that it shall
represent the aggregate amount of outstanding Equity Gold Shares from time to
time endorsed thereon and that the aggregate amount of outstanding Equity Gold
Shares represented thereby may from time to time be increased or reduced to
reflect deposits or redemptions. Any endorsement of a Global Security to reflect
the amount, or any increase or decrease in the amount, of outstanding Equity
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 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 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



                                      -24-



directly or indirectly ("Indirect Participants"). The Depository agrees with and
represents to the DTC Participants that it will administer its book-entry system
in accordance with its rules and by-laws and requirements of law.

         (d) As provided in the Depository Agreement, upon the settlement date
of any creation, transfer or redemption of Equity Gold Shares, the Depository
will credit or debit, on its book-entry registration and transfer system, the
amount of Equity 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. Ownership of beneficial interest in Equity 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 Equity 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 Equity Gold Shares a
written confirmation relating to their purchase of Equity Gold Shares.

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

         (f) As described above, the Trustee will recognize the Depository or
its nominee as the owner of all Equity Gold Shares for all purposes except as
expressly set forth in this



                                      -25-



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 Equity Gold
Share holdings of each DTC Participant. The Trustee shall inquire of each such
DTC Participant as to the number of Beneficial Owners holding Equity 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 Equity 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 Equity Gold Shares. The Trustee and the Sponsor expect that the
Depository or its nominee, upon receipt of any payment of distributions in
respect of Equity Gold Shares, shall credit immediately DTC Participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in Equity 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 Equity
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 Equity Gold Shares.

         (h) Limitation of Liability. The Global Security to be issued hereunder
is executed and delivered solely on behalf of the Trust by HSBC Bank USA as the
Trustee of the Trust, in the exercise of the powers and authority conferred and
vested in it 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 HSBC Bank USA, 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 HSBC Bank USA,
individually or personally, to fulfill any representation, undertaking or
agreement other than as provided in this Agreement.



                                      -26-


         (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 "fixing"
(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 "fixing" 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 "fixing" 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, or to Beneficial Owners, 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.




                                      -27-



                                    ARTICLE V

               Trust Evaluation and Redemption of Creation Baskets
               ---------------------------------------------------

         Section 5.01. Trust Evaluation. As of the Evaluation Time on each
Business Day, the Trustee shall subtract all accrued fees (other than the fees
computed by reference to the value of the Trust or its assets), 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. All fees computed by reference to the
value of the Trust or its assets shall be calculated on the Adjusted Net Asset
Value. The Trustee shall subtract from the Adjusted Net Asset Value the amount
of accrued fees so computed 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 Equity Gold Shares outstanding as of the Evaluation Time on the date
of the evaluation then being made, which figure is the "Net Asset Value per
Equity Gold Share."

         Adjusted Net Asset Value, Net Asset Value and Net Asset Value per Share
shall be computed in accordance with generally accepted accounting principles
in the United States.

         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 in kind by
delivering a request for redemption to the Trustee (such request, a "Redemption
Order") in the manner specified in the Participant Agreement.

         (b) A Redemption Order shall be effective upon the Business Day it is
received by the Trustee in form satisfactory to the Trustee, provided, however,
that a Redemption Order received after the Order Cut-Off Time on any Business
Day shall be held and deemed to be received by the Trustee on the next following
Business Day (the Business Day on which the Redemption Order is or is deemed to
be received, "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 the
excess (if any) of all assets of the Trust other than Gold over 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



                                      -28-



Amount is negative, then it shall reduce the credit to the Participant's
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 .001 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 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 such time 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 Participant Unallocated Account, provided, however,
that the Trustee is authorized to pay 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 prescribe. Subject to
the proviso in the preceding sentence, if the Redemption Basket is credited to
Trustee's account at the Depository after 10:00 a.m. New York Time on the
Redemption Settlement Date, the Redemption Distribution shall be paid, in the
manner provided in the preceding sentence, on the first Business Day following
the Redemption Settlement Date on which the Trustee's account at the Depository
has been credited with the Redemption Basket by 10:00 a.m. New York time.
Notwithstanding the foregoing, 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.

         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 Equity 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.




                                      -29-



                                   ARTICLE VI

                         Transfer of Equity Gold Shares
                         ------------------------------

         Section 6.01. Transfer of Equity Gold Shares. Beneficial Owners have
the rights accorded to holders of "book-entry" securities under applicable law.
Beneficial Owners that are not DTC Participants may transfer Equity Gold Shares
by instructing the DTC Participant or Indirect Participant holding the Equity
Gold Shares for such Beneficial Owner in accordance with standard securities
industry practice. Beneficial Owners that are DTC Participants may transfer
Equity 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; or (ii) 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 Trustee shall have terminated and liquidated the Trust
and distributed all remaining assets to Participants, which action the Trustee
shall have taken 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 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



                                      -30-



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 for distribution to Beneficial Owners as provided in Section
3.10.

         Section 7.04. Compensation of the Sponsor. As compensation for
performing services under this Agreement and services provided in connection
with facilitation of the creation of Creation Baskets and redemption of
Redemption Baskets and the maintenance of a market in Equity Gold Shares,
including costs related to maintaining a web site for the Trust and licensing
costs, the Sponsor shall receive a fee, payable monthly in arrears, in an amount
per annum equal to .05% of the daily Adjusted Net Asset Value of the Trust,
provided that the amount received by the Sponsor shall not exceed the Sponsor's
actual expenses, without profit, actually paid by the Sponsor attributable to
providing such services during such year, increased by the cost of services
provided directly by the Sponsor as determined in accordance with generally
accepted accounting principles consistently applied, and provided that no fee
shall be payable until the later of (i) the 31st day following the commencement
of trading of Equity Gold Shares on the Exchange and (ii) such time as the
Adjusted Net Asset Value of the Trust first equals or exceeds one billion dollars.
The Sponsor shall also receive reimbursement for any and all disbursements and
expenses incurred hereunder other than disbursements and expenses of the Sponsor
which accrue prior to the 31st day following the commencement of trading of Equity
Gold Shares on the Exchange (exclusive of extraordinary expenses). 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.



                                      -31-


         (b) The Sponsor and its shareholders, members, directors, officers,
employees, affiliates (as such term is defined in Regulation S-X) and
subsidiaries (each a "Sponsor Indemnified Party") shall be indemnified from the
Trust and held harmless against any loss, liability or expense incurred without
(1) gross negligence, bad faith, willful misconduct or willful malfeasance on
the part of such Sponsor Indemnified Party arising out of or in connection with
the performance of its obligations hereunder or any actions taken in accordance
with the provisions of this Agreement or (2) reckless disregard on the part of
such Sponsor Indemnified Party of its obligations and duties under this
Agreement. Such indemnity shall include payment from the Trust of the costs and
expenses incurred by such Sponsor Indemnified Party in defending itself against
any claim or liability in its capacity as Sponsor hereunder. Any amounts payable
to a Sponsor Indemnified Party under this Section 7.05 may be payable in advance
or shall be secured by a lien on the Trust. The Sponsor shall not be under any
obligation to appear in, prosecute or defend any legal action which in its
opinion may involve it in any expense or liability; provided, however, that the
Sponsor may, in its discretion, undertake any action which it may deem necessary
or desirable in respect of this Agreement and the rights and duties of the
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, the duties, rights, privileges and liabilities of
the Trustee 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



                                      -32-



such expense or liability. Any pecuniary cost of the Trustee resulting from the
Trustee's appearance in, prosecution of or defense of any such actions 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"). 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, DTC 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



                                      -33-



         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, but only to the extent of direct money damages.

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, 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.

         (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 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, each Participant 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



                                      -34-



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, security or endorsement. 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 Equity 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.



                                      -35-



         (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, and Trust assets or any Equity 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 upon it as Trustee hereunder or upon or in respect of the
Trust or the Equity 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.
The Trustee represents that no sales or value added tax is applicable to the
services it provides hereunder or the services provided by the Custodian; if,
however, applicable law shall hereafter be amended to impose such tax, the
resulting liability shall be considered a tax covered by the first sentence of
this paragraph. 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 Additional Custodians or Successor Custodians,
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
agents, attorneys, accountants, auditors or other professionals, and expenses
reimbursable to a Custodian pursuant to a Custody Agreement, shall constitute an
expense of the Trust. Fees paid to any Custodian for custody of Gold and fees
paid for custody of assets other than Gold shall be an expense of the Trustee.



                                      -36-



         (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, 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 10.01.

         (u) The Trustee in its individual or any other capacity may own or hold
gold and Equity Gold Shares, or be an underwriter or dealer in respect of,
Equity 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 Equity 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 Equity 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



                                      -37-



by the Trustee shall be open to inspection by any 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 prepare, or cause to be prepared, such annual or
other reports on behalf of the Trust and shall file such documents as it is
advised by counsel or accountants employed by it as are required of the Trust by
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, or other applicable securities law or regulation, and the cost of such
preparation shall be an expense of the Trust. 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.

         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:

             0.12%         on the first        $10 billion of value

             0.10%         on any excess



                                      -38-



         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 and for any extraordinary services
performed by the Trustee hereunder relating to the Trust.

         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 incurred without (1) gross negligence,
bad faith, willful misconduct and willful malfeasance on the part of such
Trustee Indemnified Party 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 arising out of the administration of any Section
of this Agreement and without (2) reckless disregard on the part of such Trustee
Indemnified Party of its obligations and duties under this Agreement. Such
indemnity shall include payment from the Trust of the costs and expenses
incurred by such Trustee Indemnified Party in 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 to the Trustee given by the Sponsor or counsel to the Trust 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
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 Participants
pursuant to the Depository Agreement. The Sponsor may, at any time and with or
without cause, remove the Trustee and appoint a successor as hereinafter
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






                                      -39-



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 all Participants for
distribution to Beneficial Owners as provided in Section 3.10. Beneficial Owners
of sixty-six and two thirds percent (66 2/3 %) of the Equity 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 hereunder, the resigning 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, 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 it 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 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 hereof shall survive any resignation, discharge or removal of the Trustee
hereunder.



                                      -40-


         (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, 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 notwithstanding.

         (e) If, while a HSBC Entity (as defined in the Allocated Bullion
Account Agreement and Unallocated Bullion Account Agreement) is acting as
Trustee, a claim of liability arises against a Custodian on behalf of the Trust
which is a HSBC Entity, the Trustee will immediately inform the Sponsor thereof,
and if the claim is not promptly resolved to the satisfaction of the Sponsor,
the Trustee will either commence litigation to enforce the Trust's rights
against the Custodian or resign and inform the successor Trustee of the claim.

         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 if, at any time after the first anniversary of the
Initial Date of Deposit, the Net Asset Value of the Trust remains less than
$350,000,000 for a period of [ ] consecutive Business Days, 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"). Any termination pursuant to the
preceding



                                      -41-



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 Beneficial Owners of 66-2/3% of outstanding Equity Gold Shares and (ii)
under the circumstances specified in Section 8.01(s).

         (b) Mandatory Termination Events. The Trust shall be terminated (i) if,
within [  ] Business Days after the date of this Agreement, the registration
statement for the sale of the Equity Gold Shares has not been declared effective;
(ii) in the event that Equity Gold Shares are de-listed from the Exchange and are
not listed for trading on another United States national securities exchange or
through the NASDAQ Stock Market within five Business Days from the date the
shares are de-listed from the Exchange1; (iii) if the Depository is unable or
unwilling to continue to perform its functions as set forth herein and the
Sponsor determines in its sole discretion that a comparable replacement is
unavailable; (iv) upon the disposition of all assets (including Gold) held by
the Trust; (v) in the event any sole Custodian then acting resigns and no
Successor Custodian has been employeed 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 $[ ] for a
period of [ ] consecutive Business Days; or (vii) upon the circumstances specified
in Section 8.06(b). 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 each Beneficial Owner 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


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





                                      -42-



not limited to, a suspension in trading of gold. Upon receipt of proceeds from
the sale of the last Gold held hereunder, the Trustee shall:

               (i) pay to itself individually from the Trust an amount equal to
         the sum of (1) its accrued compensation for its ordinary services, (2)
         any compensation due it for extraordinary services, (3) any advances
         made but not yet repaid and (4) reimbursement of any other
         disbursements as provided herein;

               (ii) deduct any and all other fees and expenses from the Trust in
         accordance with the provisions of Section 3.05 hereof;

               (iii) deduct from the Trust any amounts which it, in its sole
         discretion, shall deem requisite to be added to the Reserve Account for
         any applicable taxes or other governmental charges that may be payable
         out of the Trust and any other contingent or future liabilities;

               (iv) transmit 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.
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
adversely affect the interests of Beneficial Owners; 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
Beneficial Owners of 51% of the



                                      -43-



outstanding Equity 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 the Beneficial Owners of all outstanding Equity 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 Beneficial Owners required to consent to any such amendment. The
Trustee and Sponsor may from time to time alter the administrative provisions of
the Participant Agreement 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, pursuant to the terms of the Depository
Agreement, a list of all DTC Participants holding Equity Gold Shares. The
Trustee shall inquire of each such DTC Participant as to the number of
Beneficial Owners for whom such DTC Participant holds Equity 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 Equity Gold
Shares. The Sponsor agrees and undertakes on its own part to register or appoint
an agent, which may include the Trustee, to register Equity Gold Shares with the
SEC and under the blue sky laws of such states as the Sponsor may select and as
may be required. If, and to the extent permitted by applicable law and
regulations, the registration of Equity Gold Shares with the SEC and under the
applicable securities laws of such states shall be payable out of the Trust.
Registration charges, blue sky fees, printing costs, mailing costs, attorney's
fees, and other miscellaneous out-of-pocket expenses incurred pursuant to this
Section and related to all Equity Gold Shares 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 a license agreement with the
Licensor under which the Trust may use the trademarks and service marks
to the extent deemed necessary by the Sponsor under federal and state securities
laws.

         (b) The Trust shall pay to the Licensor or shall reimburse the Sponsor
for its payment to the Licensor, in accordance with Section 3.05, a licensing
fee as set forth in an exhibit to the License Agreement.



                                      -44-


         Section 10.04. Right of Sponsor to Direct Trustee to Declare a Split of
Equity Gold Shares. The Sponsor reserves the right to direct the Trustee to
declare a split or reverse split in the number of Equity Gold Shares outstanding
and a corresponding change in the number of Equity Gold Shares constituting a
Creation Basket whenever the Sponsor believes that the per Equity Gold Share
price in the secondary market falls outside a desirable trading price.

         Section 10.05. Indemnification of the Trust by the Sponsor against
Certain Contingent Liabilities. The Sponsor agrees to indemnify the Trust and its
Beneficial Owners from and against any loss, liability, damages, or expense
(including reasonable fees of attorneys employed by the Trustee at the Sponsor's
direction, which direction the Sponsor is authorized to make, and disbursements
of such attorneys) arising out of or based upon a claim that the Trust or its
operation infringes intellectual property rights owned by others or that a
party other than the Trustee or a successor Trustee appointed pursuant to the
provisions of this Agreement has a right to act as trustee of the Trust.

         Section 10.06. Indemnification of Underwriter. Acting on behalf of the
Trust, the Trustee has entered, or concurrently with the execution of this
Agreement shall enter, into an agreement with UBS Warburg LLC, the Underwriter
of the initial sale of the Equity Gold Shares, in which the Trust agrees to
reimburse UBS Warburg LLC, to the extent the Sponsor has not directly paid
such amounts when due, for potential liabilities that may be incurred by
UBS Warburg LLC as specified in Sections 8(a)(i) and (ii) of the Distribution
Agreement between the Sponsor and UBS Warburg LLC of even date with this
Agreement.

         Section 10.07. Certain Matters Relating to Beneficial Owners. (a) By
the purchase and acceptance or other lawful delivery and acceptance of Equity
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 Equity Gold Shares owned beneficially
by such Beneficial Owner, subject to the terms and conditions of this Agreement.

         (b) Subject to and in accordance with Section 5.02 and 5.03, Equity
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 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.

         Section 10.08. 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 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 10.09. Consent to Jurisdiction. Each party hereto, each
Participant and each Beneficial Owner by the acceptance of an 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



                                      -45-



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 10.10. Merger. This agreement embodies the entire agreement and
understanding between the parties relating to the subject matter hereof.

         Section 10.11. 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, L.L.C.
                         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
                         2 Wall Street
                         New York, New York 10005
                         Attention: Mary Joan Hoene, Esq.
                         Facsimile: (212) 732-3232

If to the Trustee, to:   HSBC Bank U.S.A.
                         10 East 40th Street
                         New York, New York 10016
                         Attention: Eli Shaashua
                         Facsimile: (212) 525-1300

with a copy to:          Seward & Kissel LLP
                         One Battery Park Plaza
                         New York, New York 10004
                         Attention: Kalyan Das, Esq.
                         Facsimile: (212) 480-8421


Any notice to be given to a Beneficial Owner shall be duly given if mailed or
delivered to DTC Participants for delivery to Beneficial Owners.



                                      -46-



         Section 10.12. 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 10.13. 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 10.14. 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 dated
as of ________, 2003 to be duly executed.


                                                World Gold Trust Services, LLC




                                                By _____________________________
                                                   Title:

                                                             Sponsor




                                                HSBC Bank USA



                                                By _____________________________
                                                   Title:

                                                             Trustee


Effective Date: _________, 2003



                                      -47-





STATE OF NEW YORK    )
                         : ss.:
COUNTY OF NEW YORK   )



         On the ______ day of _____________ in the year 2003 before me the
undersigned, a Notary Public in and for said State, personally appeared
________________, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.



                                            ------------------------------------
                                                          Notary Public


         (Notarial Seal)






                                      -48-





STATE OF NEW YORK     )
                         : ss.:
COUNTY OF NEW YORK    )



         On the _____ day of _________________ in the year 2003 before me the
undersigned, a Notary Public in and for said State, personally appeared
_____________, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.



                                            ------------------------------------
                                                         Notary Public


      (Notarial Seal)









                                      -49-



                                                                      SCHEDULE A


                                 Initial Deposit



Depositor                     Creation Basket Deposit              Shares Issued














                                  Schedule A-1



                                                                       EXHIBIT A


                   Form of Allocated Bullion Account Agreement






                                  HSBC BANK USA

                                       AND

                            HSBC BANK USA, NOT IN ITS
                         INDIVIDUAL CAPACITY, BUT SOLELY
                       AS TRUSTEE OF THE EQUITY GOLD TRUST








              -----------------------------------------------------

                       ALLOCATED BULLION ACCOUNT AGREEMENT

              -----------------------------------------------------





                                      A-1


THIS AGREEMENT  is made on [DATE]

BETWEEN

(1)      HSBC BANK USA, a state banking association organized under the laws of
         the State of New York, United States of America, whose principal place
         of business in England is at 8 Canada Square, London E14 5HQ ("WE" or
         "US"); and

(2)      HSBC BANK USA, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
         (THE "TRUSTEE") OF EQUITY GOLD TRUST (THE "EQUITY 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 (excluding Saturdays, Sundays and public
         holidays) on which commercial banks generally are open for business in
         London.

         "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, the Sponsor 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.



                                      A-2


         "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 or any successor Sponsor
         of the Equity Gold Trust.

         "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 Equity Gold Trust.

         "TRUST INDENTURE" means that certain Trust Indenture of Equity Gold
         Trust dated as of [ ], 2003, between World Gold Trust Services, LLC, as
         Sponsor, and HSBC Bank USA, as Trustee, effective [ ], 2003.

         "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 call on us to deliver in accordance with the Rules an
         amount of Precious Metal equal to the amount of Precious Metal standing
         to the credit of the person's account but has no ownership interest in
         any Precious Metal that we own or hold.

         "UNALLOCATED BULLION ACCOUNT AGREEMENT" means that certain Unallocated
         Bullion Account Agreement between you and us dated on or about the date
         of this agreement.

         "VAT" means value added tax as provided for in the Value Added Tax Act
         1994 (as amended or re-enacted from time to time) and legislation
         supplemental thereto and any other tax (whether imposed in the United
         Kingdom in substitution thereof or in addition thereto or elsewhere) of
         a similar fiscal nature.

         "WITHDRAWAL DATE" means the Business Day on which you wish to withdraw
         Bullion from your Allocated Account.

1.2      HEADINGS: The headings in this agreement do not affect its
         interpretation.

1.3      SINGULAR AND PLURAL; OTHER USAGES:



                                      A-3


              (a)  References to the singular include the plural and vice versa.

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

              (c)  "Including" means "including but not limited to."

2.       ALLOCATED ACCOUNT

2.1      OPENING THE ALLOCATED ACCOUNT: We shall open and maintain the Allocated
         Account for you in respect of Bullion.

2.2      DEPOSITS AND WITHDRAWALS: The Allocated Account shall evidence and
         record the holdings of Bullion in, and the movements of Bullion into
         and out of the Allocated Account.

2.3      DENOMINATION OF THE ALLOCATED ACCOUNT: The Allocated Account shall be
         denominated in fine ounces of gold to three decimal places.

2.4      REPORTS: For each Business Day, by no later than the following
         Business Day, we will transmit to you by authenticated SWIFT message(s)
         information showing the movement of Bullion into and out of your
         Allocated Account, and identifying separately each transaction and the
         Business Day on which it occurred. In addition, we will provide you
         such information about the movement of Bullion into and out of your
         Allocated Account on a same-day basis at such other times and in such
         other form as you and we shall agree. In the case of any difference
         between the information provided by authenticated SWIFT message and the
         information we provide you pursuant to the immediately preceding
         sentence, the SWIFT message will be controlling, and we shall not be
         liable for your or any third party's reliance on the information we
         provide to you by means other than SWIFT message. For each calendar
         month, we will provide you within a reasonable time after the end of
         the month a statement of account for your Allocated Account,
         accompanied by one or more weight lists in respect of the Bullion in
         your Allocated Account as of the last Business Day of the calendar
         month, containing information sufficient to identify each bar of
         Bullion held in your Allocated Account and the party having physical
         possession thereof. We also will provide you additional weight lists in
         respect of the Bullion in your Allocated Account from time to time upon
         your request, but only on the condition that you may not request weight
         lists as a way to obtain them routinely on a more frequent basis than
         the monthly basis on which we are undertaking to provide them.

2.5      REVERSAL OF ENTRIES: In order to maintain the accuracy of our books and
         records, but without limiting our responsibilities or liability under
         this agreement, we shall reverse or amend any entries to your Allocated
         Account to correct errors that we discover or of which we are notified
         with, if we deem it necessary, effect back-valued to the date upon
         which the correct entry (or no entry) should have been made. Without
         limiting the foregoing, if Bullion delivered to your Allocated Account
         upon withdrawal from your Unallocated Account is determined to be of a
         fineness or weight different from the fineness or weight we have
         reported to you, (i) we shall debit your Allocated Account and credit
         your Unallocated Account with the requisite amount of Bullion if the
         determination



                                      A-4


         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 independent public accountants 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 in connection with their audit of the financial statements of
         the Equity Gold Trust. 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.

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 only to such persons and at such times as specified
         in your instructions to us. Unless you instruct us otherwise, we will
         transfer Bullion from your Allocated Account only by debiting Bullion
         from your Allocated Account and crediting the Bullion to your
         Unallocated Account. When you instruct us in accordance with clause
         4.4, we will transfer Bullion from your Allocated Account by debiting
         Bullion from your Allocated Account and making such Bullion available
         for collection or delivery as provided in clause 4.4. All instructions
         to transfer Bullion from your Allocated Account must:

         (a)  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 we
              otherwise agree, and such instruction may be subject to a
              confirmatory instruction to be received by us no later than 3:00
              p.m. London time on the Withdrawal Date in which case we will make
              no transfer unless we have received the confirmatory instruction
              by such time; and

         (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.



                                      A-5


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.

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, and in
         either case at your expense and risk. You and we agree nevertheless
         that you expect to withdraw Bullion physically from your Allocated
         Account (rather than by crediting it to your Unallocated Account) only
         in exceptional circumstances, as for example when we are unable to
         transfer Precious Metal on an Unallocated Basis. In the case of all
         physical withdrawals of Bullion from your Allocated Account, unless we
         agree to undertake delivery, you must collect, or arrange for the
         collection of, the Bullion being withdrawn from us, the Sub-Custodian
         or other party having physical possession thereof. We will advise you
         of the location from which the Bullion may be collected no later than
         one Business Day prior to the Withdrawal Date. When we have agreed
         separately to deliver Bullion in connection with a physical withdrawal,
         we shall make transportation and insurance arrangements on your behalf
         in accordance with our usual practice unless we have agreed in writing
         to other arrangements, with which we shall use commercially reasonable
         efforts to comply. Anything in this agreement to the contrary
         notwithstanding, and without limiting your right to withdraw Bullion
         physically, we shall not be obliged to effect any requested delivery
         if, in our reasonable opinion, this would cause us or our agents to be
         in breach of the Rules or other applicable law, court order or
         regulation, the costs incurred would be excessive or delivery is
         impracticable for any reason. When pursuant to your instruction Bullion
         is physically withdrawn from your Allocated Account, all risk in and to
         the Bullion withdrawn shall pass at the Point of Delivery to the person
         to whom or to or for whose account such Bullion is transferred,
         delivered or collected. If you instruct us as to the serial number of
         one or more whole bars of Bullion to be debited, the Bullion you
         specify will be made available for collection or delivery as soon as
         reasonably practicable.

5.       INSTRUCTIONS

5.1      YOUR REPRESENTATIVES: We will act only on instructions given in
         accordance with this clause 5.1 and will not otherwise act on
         instructions given by any person claiming to have a beneficial interest
         in the Equity 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



                                      A-6


         receive written notice to the contrary, we are entitled to assume that
         any of those people have full and unrestricted power to give us
         instructions on your behalf. We are also entitled to rely on any
         instructions which are from, or which purport to emanate from, any
         person who appears to have such authority.

5.2      AMENDMENTS: Once given, instructions continue in full force and effect
         until we receive further instructions that they are cancelled, amended
         or superseded. We must receive an instruction cancelling, amending or
         superseding a prior instruction before the time the prior instruction
         is acted upon. Instructions shall have effect only after actual receipt
         by us.

5.3      UNCLEAR OR AMBIGUOUS INSTRUCTIONS: If, in our opinion, any instructions
         are unclear or ambiguous, we shall use reasonable endeavours (taking
         into account any relevant time constraints) to obtain clarification of
         those instructions but, failing that, we may in our absolute discretion
         and without any liability on our part, act upon what we believe in good
         faith such instructions to be or refuse to take any action or execute
         such instructions until any ambiguity or conflict has been resolved to
         our satisfaction.

5.4      REFUSAL TO EXECUTE: We will, where practicable, refuse to execute
         instructions if in our opinion they are or may be contrary to the Rules
         or any applicable law.

6.       CONFIDENTIALITY

6.1      DISCLOSURE TO OTHERS: Subject to clause 6.2, we shall treat as
         confidential and will not, without your consent, disclose to any other
         person any transaction or other information we acquire about you or
         your business pursuant to this agreement. Subject to clause 6.2, you
         shall treat as confidential and will not, without our consent, disclose
         to any other person any information that we provide to you about us or
         our business pursuant to this agreement and that we tell you, at or
         before the time we provide it, we are providing to you on a
         confidential basis.

6.2      PERMITTED DISCLOSURES: Each party accepts that from time to time the
         other party may be required by law or the Rules, or requested by or
         required in connection with filings made with a government department
         or agency, fiscal body or regulatory or self-regulatory authority, to
         disclose information acquired under this agreement. In addition, the
         disclosure of such information may be required by a party's auditors,
         by its legal or other advisors, by a company which is in the same group
         of companies as a party (i.e. a subsidiary or holding company of a
         party) or by a Sub-Custodian. Subject to the agreement of the party to
         which information is disclosed to maintain it in confidence in
         accordance with clause 6.1, each party irrevocably authorises the other
         to make such disclosures without further reference to such party.

7.       CUSTODY SERVICES

7.1      APPOINTMENT: You hereby appoint us to act as custodian of the Bullion
         in accordance with this agreement and any Rules which apply to us.

7.2      SEGREGATION OF BULLION: We will 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



                                      A-7


         request Sub-Custodians to segregate Bullion held by them for us from
         any Precious Metal which they own or hold for others by making entries
         in their books and records to identify such Bullion as being held for
         us. It is understood that our undertaking to request 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 made such request 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 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, N M
         Rothschild & Sons Limited 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: We shall not be liable for any act or omission, or for the
         solvency, of any Sub-Custodian unless the selection of that
         Sub-Custodian was made by us negligently or in bad faith.

9.       REPRESENTATIONS

9.1      YOUR REPRESENTATIONS: You represent and warrant to us that (such
         representations and warranties being deemed to be repeated upon each
         occasion Bullion is credited to or debited from your Allocated Account
         under this agreement):

         (a)      you have all necessary authority, powers, consents, licences
                  and authorizations (which have not been revoked) and have
                  taken all necessary action to enable you



                                      A-8


                  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 order, charge or agreement by which you are bound.



10.      FEES AND EXPENSES

10.1     FEES: While HSBC Bank USA or any company which is a member of a group
         of companies of which HSBC Bank USA is also a member (each such entity,
         an "HSBC Entity") is the Trustee of the Equity Gold Trust, we shall
         charge no fees to you, such HSBC Entity or to the Equity Gold Trust for
         our services under this agreement separate from the fees you or such
         other HSBC Entity charge to the Equity Gold Trust as Trustee. Should
         you or such other HSBC Entity cease to be the Trustee of the Equity
         Gold Trust, or should you or such other HSBC Entity cease (for any
         reason other than your or its own agreement) to have the right or power
         to charge fees reflecting the custody services provided to or on behalf
         of the Equity Gold Trust, then, commencing as of the date of such
         cessation, we shall be entitled to such fees as we in the exercise of
         good faith and fair dealing from time to time determine and notify to
         you or the Equity Gold Trust, provided that until the earlier of the
         expiration of 180 days after such cessation and the date on which we
         and any successor trustee shall agree on our fees, we shall determine
         our fees on the same basis as the fees attributable to services under
         this agreement, plus VAT (if applicable), that you or such other HSBC
         Entity charged to the Equity Gold Trust as Trustee prior to the
         cessation. This paragraph shall not limit our right to reimbursement of
         our expenses pursuant to clause 10.2.

10.2     EXPENSES: You must pay us on demand all costs, charges and expenses
         (including any relevant taxes, duties and reasonable legal fees but not
         including fees of Sub-Custodians) incurred by us in connection with the
         performance of our duties and obligations under this agreement or
         otherwise in connection with the Bullion.

10.3     DEFAULT INTEREST: If you fail to pay us any amount when it is due, we
         reserve the right to charge you interest (both before and after any
         judgement) on any such unpaid amount calculated at a rate equal to 1%
         above the overnight London Interbank Offered Rate (LIBOR) for the
         currency in which the amount is due. Interest will accrue on a daily
         basis and will be due and payable by you as a separate debt.

11.      VALUE ADDED TAX

11.1     VAT INCLUSIVE: All sums payable under this agreement by you to us shall
         be deemed to be inclusive of VAT except in the circumstances described
         in the penultimate sentence of clause 10.1.




                                      A-9




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 Equity Gold Trust, we will allow our
         insurance to be reviewed by you, by the Sponsor and by UBS Warburg 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 Warburg to review our insurance shall cease when the Sponsor or
         UBS Warburg, as the case may be, ceases to serve the Equity Gold Trust
         as such Sponsor or underwriter.

12.4     FORCE MAJEURE: We shall not be liable to you for any delay in
         performance, or for the non-performance of any of our obligations under
         this agreement by reason of any cause beyond our reasonable control.
         This includes any act of God or war or terrorism, any breakdown,
         malfunction or failure of transmission in connection with or other
         unavailability of any wire, communication or computer facilities, any
         transport, port, or airport disruption, industrial action, acts and
         regulations and rules of any governmental or supra national bodies or
         authorities or regulatory or self-regulatory organisations or failure
         of any such body, authority, or organisation for any reason, to perform
         its obligations.

12.5     INDEMNITY: You shall 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




                                      A-10




         "Custodian Indemnified Person" for purposes of this clause 12.5)
         indemnified (on an after tax basis) on demand against all costs and
         expenses, damages, liabilities and losses which we or such Custodian
         Indemnified Party may suffer or incur, directly or indirectly in
         connection with this agreement except to the extent that such sums are
         due directly to the negligence, wilful default or fraud of such
         Custodian Indemnified Party.

12.6     THIRD PARTIES: You are our sole customer under this agreement and we do
         not owe any duty or obligation or have any liability towards any person
         who is not a party to this agreement. This agreement does not confer a
         benefit on any person who is not a party to it. The parties to this
         agreement do not intend that any term of this agreement shall be
         enforceable by any person who is not a party to it and do intend that
         the Contracts (Rights of Third Parties) 1999 Act shall not apply to
         this Agreement.

13.      TERMINATION

13.1     METHOD: Either party may terminate this agreement by giving not less
         than 60 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.

13.2     REDELIVERY ARRANGEMENTS: 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.

13.3     EXISTING RIGHTS: Termination shall not affect rights and obligations
         then outstanding under this agreement which shall continue to be
         governed by this agreement until all obligations have been fully
         performed.

14.      NOTICES

14.1     FORM: Subject to clause 14.5, any notice, 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, 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.




                                      A-11




14.3     DEEMED RECEIPT ON NOTICE: A notice or other communication under or in
         connection with this agreement will be deemed received only if actually
         received or delivered.

14.4     RECORDING OF CALLS: We may record telephone conversations without use
         of a warning tone. Such records will be our sole property and accepted
         by you as evidence of the orders or instructions given.

14.5     INSTRUCTIONS RELATING TO BULLION: All instructions 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
         8 Canada Square
         London E14 5HQ
         Tested Telex:
         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 Accounts, 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, an 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 and any lien or other rights we may have to
         set-off, combine or consolidate any of your accounts.

15.3     ASSIGNMENT: This agreement is for the benefit of and binding upon us
         both and our respective successors and assigns. You may not assign any
         part of the Bullion or any right or obligation under this agreement
         unless we otherwise agree in writing. For the avoidance of doubt, this
         clause is not intended to restrict the free transferability of the
         Bullion. This clause shall not restrict the power of HSBC Bank USA (or
         any other HSBC Entity which may be trustee of the Equity Gold Trust
         from time to time), to merge or consolidate with any party, or to
         dispose of all or part of its corporate trust 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.




                                      A-12




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 Allocated Bullion Account Agreement, occur on a Business Day and
         (ii) all end of Business Day account balances in the Allocated Account
         and the Unallocated Account are prepared overnight as at the close of
         our business (usually 4:00 p.m. London time) on that Business Day. For
         avoidance of doubt, the foregoing sentence is illustrated by the
         following examples, which are not intended to create any separate
         obligations on our part:

                Reports of a transfer of Precious Metal from a Third Party
                Unallocated Account for credit to your Unallocated Account on a
                Business Day and a debit of Bullion from your Unallocated
                Account for credit to your Allocated Account on that Business
                Day pursuant to the standing instruction contained in the
                Unallocated Bullion Account Agreement and of the balances in
                your Allocated Account and your Unallocated Account for that
                Business Day shall be prepared overnight as at the close of our
                business on that Business Day.

                Reports of a transfer of Bullion which we debit from your
                Allocated Account for credit to your Unallocated Account on a
                Business Day and a transfer of Bullion which we debit from your
                Unallocated Account for credit to a Third Party Unallocated
                Account on that Business Day and of the balances in your
                Allocated Account and Unallocated Account for that Business Day
                shall be prepared overnight as at the close of our business on
                that Business Day.

         When you instruct us to debit Bullion from your Allocated Account for
         credit to your Unallocated Account and direct us to execute such
         instruction on the same Business Day as and in connection with one or
         more instructions that you give to us to debit Bullion from your
         Unallocated Account, we will use commercially reasonable efforts to
         execute the instructions in a manner that minimizes the time the
         Bullion to be debited from your Allocated Account stands to your credit
         in your Unallocated Account, save that we shall not be responsible for
         any delay caused by late, incorrect or garbled instructions or
         information from you or any third party.

15.11    MAINTENANCE OF THIS AGREEMENT. Concurrently with this agreement, we and
         you are entering into the Unallocated Bullion Account Agreement.




                                      A-13




         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.

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     [Omitted]

16.4     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.

16.5     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                      Your address for service
         of process:                                   of process

         HSBC Bank USA, London Branch                 HSBC Bank USA
         8 Canada Square                              452 Fifth Avenue
         London, E14 5HQ, United Kingdom              New York, New York 10018

         Attention:   Precious Metals Department      Attention: Issuer Services
                      Legal Department


EXECUTED by the parties as follows


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      A-14


Signed on behalf of
HSBC BANK USA
by

         Signature   ........................................
         Name        ........................................
         Title       ........................................



Signed on behalf of
HSBC BANK USA,
NOT IN ITS INDIVIDUAL CAPACITY,
BUT SOLELY AS TRUSTEE OF THE EQUITY GOLD TRUST,
by



Signature ........................................
Name      ........................................
Title     ........................................







                                                                       EXHIBIT B


                  Form of Unallocated Bullion Account Agreement



                                  HSBC BANK USA

                                       AND

                            HSBC BANK USA, NOT IN ITS
                         INDIVIDUAL CAPACITY, BUT SOLELY
                       AS TRUSTEE OF THE EQUITY GOLD TRUST








              -----------------------------------------------------

                      UNALLOCATED BULLION ACCOUNT AGREEMENT

              -----------------------------------------------------




                                      B-1


THIS AGREEMENT  is made on [DATE]

BETWEEN

(1)      HSBC BANK USA, a state banking association organized under the laws of
         the State of New York, United States of America, whose principal place
         of business in England is at 8 Canada Square, London E14 5HQ ("WE" or
         "US"); and

(2)      HSBC BANK USA, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
         (THE "TRUSTEE") OF EQUITY GOLD TRUST (THE "EQUITY 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 (excluding Saturdays, Sundays and public
         holidays) on which commercial banks generally are open for business in
         London.

         "LBMA" means The London Bullion Market Association or its successors.

         "PARTICIPANT" means a Participant as defined in the Trust Indenture.



                                      B-2


         "PARTICIPANT AGREEMENT" means that certain Participant Agreement in
         effect from time to time among the Trustee, the Sponsor 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.

         "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 or any successor Sponsor
         of the Equity Gold Trust.

         "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 Equity Gold Trust.

         "TRUST INDENTURE" means that certain Trust Indenture of Equity Gold
         Trust dated as of [ ], 2003, between World Gold Trust Services, LLC, as
         Sponsor, and HSBC Bank USA, as Trustee, effective [ ], 2003.

         "UNALLOCATED ACCOUNT" means the account maintained by us in your name
         on an Unallocated Basis pursuant to this agreement.

         "UNALLOCATED BASIS" means, with respect to a Precious Metal account
         maintained with us, that the person in whose name the account is held
         is entitled to call on us to deliver in accordance with the Rules an
         amount of Precious Metal equal to the amount of Precious Metal standing
         to the credit of the person's account but has no ownership interest in
         any Precious Metal that we own or hold.

         "VAT" means value added tax as provided for in the Value Added Tax Act
         1994 (as amended or re-enacted from time to time) and legislation
         supplemental thereto and any other tax (whether imposed in the United
         Kingdom in substitution thereof or in addition thereto or elsewhere) of
         a similar fiscal nature.

         "WITHDRAWAL DATE" means the Business Day on which you wish to 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.



                                      B-3


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. In
         addition, we will provide you such information about the increases and
         decreases to the Bullion standing to your credit in your Unallocated
         Account on a same-day basis at such other times and in such other form
         as you and we shall agree. In the case of any difference between the
         information provided 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 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.



                                      B-4


2.6      Access: Upon reasonable prior written notice, we will, during our
         normal business hours, allow your independent public accountants to
         visit our premises and examine such records maintained by us in
         relation to your Unallocated Account as they may reasonably require in
         connection with their audit of the financial statements of the Equity
         Gold Trust. 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.

3.       TRANSFERS INTO THE UNALLOCATED ACCOUNT

3.1      Procedure: 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 Availability Date, you will notify us regarding each amount of
         Bullion or Precious Metal that you are expecting to be credited to your
         Unallocated Account from a Participant Unallocated Account, and the
         identity of the Participant Unallocated Account from which such credit
         will be made. If the amount of Bullion we have received for credit to
         your Unallocated Account exceeds the amount of Bullion you have
         notified us to expect to receive from a Participant Unallocated
         Account, or if we receive no such notice from you, we will treat such
         excess as not being subject to the standing instruction given in clause
         4.5 unless and until we determine that such excess should correctly be
         credited to your Unallocated Account. If on a Business Day we receive
         from a Participant Unallocated Account for credit to your Unallocated
         Account Bullion that was not (a) standing to the credit of that
         Participant Unallocated Account as at the close of business on the
         prior Business Day, or (b) subject to an instruction received by us as
         at the close of that prior Business Day that such Bullion be
         transferred to the Trust Unallocated Account, we will treat that
         Bullion as not being subject on the Business Day it is received, to the
         standing instruction given in clause 4.5.

3.2      Timing: A transfer (if any) of Precious Metal from an unallocated
         account of a third party with another clearing member of the LBMA will
         not be credited to your Unallocated Account until an unallocated
         account of ours with such clearing member of the LBMA has been credited
         with an amount equal to the amount of such transfer.

3.3      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


                                      B-5


         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 only
         to such persons and at such times and on such terms as specified in
         your instructions to us. 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, in either case at your expense and risk.

         Any Bullion to be made available in physical form pursuant to clause
         4.1(b) or (c) will be in a form which complies with the Rules or in
         such other form as may be agreed between us, and in all cases will
         comprise one or more whole bars selected by us (or other form as
         agreed), the combined fine weight of which will not exceed the number
         of fine ounces of Bullion you have instructed us to debit.

4.2      Instruction requirements: You may at any time instruct us to transfer
         Bullion standing to the credit of your Unallocated Account. Any
         instruction relating to a transfer of Bullion other than pursuant to a
         standing instruction must:

         (a)  if it relates to a transfer pursuant to clause 4.1(a), be received
              by us no later than 9:00 a.m. (London time) on the Withdrawal Date
              unless otherwise agreed, and specify the details of the Third
              Party Unallocated Account(s) to which the Bullion is to be
              transferred, and such instruction may be subject to a confirmatory
              instruction to be received by us no later than 3:00 p.m. London
              time on the Withdrawal Date in which case we will make no transfer
              unless we have received the confirmatory instruction by such time;

         (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, and such instruction may be
              subject to a confirmatory instruction to be received by us no
              later than 3:00 p.m. London time on the Withdrawal Date in which
              case we will make no transfer unless we have received the
              confirmatory instruction by such time;

         (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



                                      B-6


         (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: 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.

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, and
         in either case at your expense and risk. You and we agree nevertheless
         that you expect to withdraw Bullion physically from your Unallocated
         Account (rather than by crediting it to a Third Party Unallocated
         Account) only in exceptional circumstances, as for example when we are
         unable to transfer Precious Metal on an Unallocated Basis. In the case
         of all physical withdrawals of Bullion from your Unallocated Account,
         unless we agree to undertake delivery, you must collect, or arrange for
         the collection of, the Bullion being withdrawn from us, the
         Sub-Custodian or other party having physical possession thereof. We
         will advise you of the location from which the Bullion may be collected
         no later than one Business Day prior to the Withdrawal Date. When we
         have agreed separately to deliver Bullion in connection with a physical
         withdrawal, we shall make transportation and insurance arrangements on
         your behalf in accordance with our usual practice unless we have agreed
         in writing to other arrangements, with which we shall use commercially
         reasonable efforts to comply. Anything in this agreement to the
         contrary notwithstanding, and without limiting your right to withdraw
         Bullion, we shall not be obliged to effect any requested delivery if,
         in our reasonable opinion, this would cause us or our agents to be in
         breach of the Rules or other applicable law, court order or regulation,
         the costs incurred would be excessive or 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


                                      B-7


         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 if requested by you, will purchase for cash the
         remainder of the Bullion in your Unallocated Account comprising less
         than a whole bar based on the London A.M. Fixing for Gold on the date
         you are withdrawing the Bullion physically, or if there is no London
         A.M. Fixing for Gold for such date, then the London A.M. Fixing 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 and will not otherwise act on instructions
         given by any person claiming to have a beneficial interest in the
         Equity Gold Trust. You shall notify us promptly in writing of the names
         of the people who are authorised to give instructions on your behalf.
         Until we receive written notice to the contrary, we are entitled to
         assume that any of those people have full and unrestricted power to
         give us instructions on your behalf. We are also entitled to rely on
         any instructions which are from, or which purport to emanate from, any
         person who appears to have such authority.

5.2      Amendments: Once given, instructions continue in full force and effect
         until 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



                                      B-8


         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 authorises 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
              authorizations 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 order, charge or
              agreement by which you are bound.

8.       FEES AND EXPENSES

8.1      Fees: While HSBC Bank USA or any company which is a member of a group
         of companies of which HSBC Bank USA is also a member (each such entity,
         an "HSBC Entity") is the Trustee of the Equity Gold Trust, we shall
         charge no fees to you, such HSBC Entity or to the Equity Gold Trust for
         our services under this agreement separate from the fees you or such
         other HSBC Entity charge to the Equity Gold Trust as Trustee. Should
         you or such other HSBC Entity cease to be the Trustee of the Equity
         Gold Trust, or should you or such other HSBC Entity cease (for any
         reason other than your or its own agreement) to have the right or power
         to charge fees reflecting the services provided to or on behalf of the
         Equity Gold Trust pursuant to this agreement, then, commencing as of
         the date of such cessation, we shall be entitled to such fees as we in
         the exercise of good faith and fair dealing from time to time determine
         and notify to you or the Equity Gold Trust, provided that until the
         earlier of the expiration of 180 days after such cessation and the date
         on which we and any successor trustee shall agree on our fees, we shall
         determine our fees on the same basis as the fees attributable to
         services under this agreement that you or such other HSBC Entity
         charged to the Equity Gold Trust as Trustee prior to the cessation.
         This paragraph shall not limit our right to reimbursement of our
         expenses pursuant to clause 8.2.


                                       B-9


8.2      Expenses: You must pay us on demand all costs, charges and expenses
         (including any relevant taxes, 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).

8.3      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.

8.4      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.

8.5      Default interest: If you fail to pay us any amount when it is due, we
         reserve the right to charge you interest (both before and after any
         judgement) on any such unpaid amount calculated at a rate equal to 1%
         above the overnight London Interbank Offered Rate (LIBOR) for the
         currency in which the amount is due. Both overdraft and default
         interest will accrue on a daily basis and will be due and payable by
         you as a separate debt. In the event of any inconsistency between this
         agreement and an overdraft facility agreement between you and us, the
         terms of the overdraft facility shall govern.

9.       SCOPE OF RESPONSIBILITY

9.1      Exclusion of liability: We will use reasonable care in the performance
         of our duties under this agreement and will only be responsible for any
         loss or damage suffered by you as a direct result of any gross
         negligence, fraud or wilful default on our part in the performance of
         our duties, and in which case our liability will not exceed the
         aggregate of the Account Balance at the time such gross 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



                                      B-10


         breakdown, malfunction or failure of transmission in connection with or
         other unavailability of any wire, communication or computer facilities,
         any transport, port, or airport disruption, industrial action, acts and
         regulations and rules of any governmental or supra national bodies or
         authorities or regulatory or self-regulatory organisations or failure
         of any such body, authority, or organisation for any reason, to perform
         its obligations.

9.4      Indemnity: You shall indemnify and keep us and each of our directors,
         shareholders, officers, employees, agents, affiliates (as such term is
         defined in Regulation S-X adopted by the United States Securities and
         Exchange Commission under the United States federal Securities Act of
         1933, as amended) and subsidiaries (us and each such person a
         "Custodian Indemnified Person" for purposes of this clause 9.4)
         indemnified (on an after tax basis) on demand against all costs and
         expenses, damages, liabilities and losses which we or such Custodian
         Indemnified Party may suffer or incur, directly or indirectly in
         connection with this agreement except to the extent that such sums are
         due directly to the gross negligence, wilful default or fraud of such
         Custodian Indemnified Party.

9.5      Third Parties: You are our sole customer under this agreement and we do
         not owe any duty or obligation or have any liability towards any person
         who is not a party to this agreement. This agreement does not confer a
         benefit on any person who is not a party to it. The parties to this
         agreement do not intend that any term of this agreement shall be
         enforceable by any person who is not a party to it and do intend that
         the Contracts (Rights of Third Parties) 1999 Act shall not apply to
         this Agreement.



10.      TERMINATION

10.1     Method: Either party may terminate this agreement by giving not less
         than 60 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.

10.2     Redelivery arrangements: If you do not make arrangements acceptable to
         us for the transfer or repayment, as the case may be, of any Account
         Balance we may continue to maintain that Unallocated Account, in which
         case we will continue to charge the fees and expenses payable under
         clause 8. If you have not made arrangements acceptable to us for the
         transfer or repayment of any Account Balance within 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.

10.3     Existing rights: Termination shall not affect rights and obligations
         then outstanding under this agreement which shall continue to be
         governed by this agreement until all obligations have been fully
         performed.



                                      B-11




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.      NOTICES

12.1     Form: Subject to clause 12.5, any notice, instruction or other
         communication under or in connection with this agreement shall be given
         in writing. References to writing include electronic transmissions that
         are of the kind specified in clause 12.2.

12.2     Method of transmission: Any notice, 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.

12.3     Deemed receipt on notice: A notice, instruction or other communication
         under or in connection with this agreement will be deemed received only
         if actually received or delivered.

12.4     Recording of calls: We may record telephone conversations without use
         of a warning tone. Such recordings will be our sole property and
         accepted by you as evidence of the orders or instructions given.

12.5     Instructions relating to Bullion: All instructions 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
         8 Canada Square
         London E14 5HQ
         Tested Telex:
         SWIFT: BLIC GB2L

13.      GENERAL

13.1     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.

13.2     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




                                      B-12




         Unallocated Accounts and any lien or other rights we may have to set-
         off, combine or consolidate any of your accounts.

13.3     Assignment: This agreement is for the benefit of and binding upon us
         both and our respective successors and assigns. You may not assign,
         transfer or encumber, or purport to assign, transfer or encumber, your
         right, title or interest in relation to any Unallocated Account or any
         right or obligation under this agreement unless we otherwise agree in
         writing. This clause shall not restrict the power of HSBC Bank USA (or
         any other HSBC Entity which may be trustee of the Equity Gold Trust
         from time to time), to merge or consolidate with any party, or to
         dispose of all or part of its corporate trust business.

13.4     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.

13.5     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.

13.6     Entire agreement: This document represents the entire agreement, and
         supersedes any previous agreements between us relating to the subject
         matter of this agreement.

13.7     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.

13.8     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.

13.9     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.

13.10    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



                                      B-13




                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.

13.11    Maintenance of this agreement. Concurrently with this agreement, we and
         you are entering into the Allocated Bullion Account Agreement. If that
         agreement is terminated, this agreement terminates with immediate
         effect.

13.12    Prior Agreements: The Agreement supersedes and replaces any prior
         existing agreement between you and us relating to the same subject
         matter.

14.      GOVERNING LAW AND JURISDICTION

14.1     Governing law: This agreement is governed by, and will be construed in
         accordance with, English law.

14.2     Jurisdiction: 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.

14.3     [omitted]:

14.4     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




                                      B-14




         permitted by the laws of such jurisdiction.

14.5     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                     Your address for service
         of process:                                 of process:

         HSBC Bank USA, London Branch                HSBC Bank USA
         8 Canada Square                             452 Fifth Avenue
         London, E14 5HQ, United Kingdom             New York, New York 10018

         Attention:   Precious Metals Department     Attention: Issuer Services
                      Legal Department


EXECUTED by the parties as follows

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      B-15




Signed on behalf of
HSBC BANK USA
by
         Signature         ..................................
         Name              ..................................
         Title             ..................................


Signed on behalf of
HSBC Bank USA,
NOT IN ITS INDIVIDUAL CAPACITY,
BUT SOLELY AS TRUSTEE OF THE EQUITY GOLD TRUST,
by

Signature         .............................
Name              .............................
Title             .............................







                                      B-16




                                                                       EXHIBIT C

                          Form of Participant Agreement


                                     FORM OF
                                EQUITY GOLD TRUST
                              PARTICIPANT AGREEMENT

         This Equity Gold Trust Participant Agreement (the "Agreement"), dated
as of _____, 2003, is entered into by and between __________ (the "Authorized
Participant"), HSBC Bank USA, not in its individual capacity but solely as
Trustee (the "Trustee") of the Equity Gold Trust, as defined below, and World
Gold Trust Services, LLC, as Sponsor of the Equity Gold Trust.

                                     SUMMARY

         The Trustee serves as the trustee of the Equity Gold Trust (the
"Trust") pursuant to the Trust Indenture of the Equity Gold Trust dated
__________ 2003 between World Gold Trust Services, LLC, as Sponsor (the
"Sponsor") and the Trustee (the "Trust Indenture"). As specified in the Trust
Indenture, units of fractional undivided interest in and ownership of the Trust
(the "Shares") may be created or redeemed by the Trustee for the Authorized
Participant in aggregations of one hundred thousand (100,000) Shares (each
aggregation, a "Basket"). Baskets are offered pursuant to the registration
statement of the Trust on Form S-1, as amended (Registration No.: ________),
which includes the current Prospectus of the Trust (the "Prospectus"). Under the
Trust Indenture, the Trustee is authorized to issue Baskets to, and redeem
Baskets from, the Authorized Participant in exchange for an amount of Gold that
is transferred between the Authorized Participant and the Trust through the
Participant Unallocated Account (defined below) and the Trust Unallocated
Account. Under the Trust Indenture, when the Trustee creates Baskets in exchange
for Gold, the Gold transferred by the Authorized Participant to the Trust
Unallocated Account is to be transferred every Business Day to the Trust
Allocated Account by HSBC Bank USA, London Branch (the "Custodian"), pursuant to
the Allocated Bullion Account Agreement and the Unallocated Bullion Account
Agreement (together, the "Custody Agreements"), and when the Trustee redeems
Baskets in exchange for Gold, the Gold held in the Trust Allocated Account is to
be deallocated and transferred to the Trust Unallocated Account and transferred
from the Trust Unallocated Account to the Participant Unallocated Account by the
Custodian acting on the instructions of the Trustee. This Agreement sets forth
certain procedures by which the Authorized Participant may create or redeem
Baskets.

         Capitalized terms used but not defined in this Agreement shall have the
meanings assigned to such terms in the Trust Indenture. To the extent there is a
conflict between any provision of this Agreement and the provisions of the Trust
Indenture, the provisions of the Trust Indenture shall control.

         To give effect to the foregoing premises and in consideration of the
mutual covenants and agreements set forth below, the parties hereto agree as
follows:

         Section 1. Order Placement. The Authorized Participant may place orders
for the Trustee to create or redeem Baskets subject to the procedures for creation
and redemption referred to in Section 3 of this Agreement ("Execution of Orders")
and the procedures described in Attachment A hereto, as each may be amended
modified or supplemented from time to time.

         Section 2. Status of Authorized Participant. The Authorized Participant
represents and warrants and covenants the following:

         (a) The Authorized Participant is a participant of the Depository Trust
Company ("DTC," and such participant, a "DTC Participant"). If the Authorized
Participant ceases to be a DTC Participant, the Authorized Participant shall
give immediate notice to the Trustee of such event, and this Agreement shall
terminate immediately.



                                      C-1



         (b) unless Section 2(c) applies, the Authorized Participant either (i)
is registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended, and is a member in good standing of the National Association of Securities
Dealers, Inc. (the "NASD"), or (ii) is exempt from being, or otherwise is not
required to be, licensed as a broker-dealer or a member of the NASD, and in either
case is qualified to act as a broker or dealer in the states or other jurisdictions
where the nature of its business so requires. The Authorized Participant will
maintain any such registrations, qualifications and membership in good standing
and in full force and effect throughout the term of this Agreement. The Authorized
Participant will comply with all applicable Federal laws, the laws of the states
or other jurisdictions concerned, and the rules and regulations promulgated
thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD
(if it is a NASD member), and will not offer or sell Shares in any state or
jurisdiction where they may not lawfully be offered and/or sold.

         (c) If the Authorized Participant is offering or selling Shares in
jurisdictions outside the several states, territories and possessions of the
United States and is not otherwise required to be registered, qualified or a
member of the NASD as set forth above, the Authorized Participant will (i) observe
the applicable laws of the jurisdiction in which such offer and/or sale is made,
(ii) comply with the full disclosure requirements of the Securities Act of 1933,
as amended (the "1933 Act"), and the regulations promulgated thereunder, and
(iii) conduct its business in accordance with the spirit of the NASD Conduct Rules.

         (d) The Authorized Participant is in compliance with the money laundering
and related provisions of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT)
Act of 2001, and the regulations promulgated thereunder, if the Authorized
Participant is subject to the requirements of the USA PATRIOT ACT.

        (e) With respect to the transfer of gold contemplated by this Agreement,
the Authorized Participant (i) shall establish an Unallocated Bullion Account with
the Participant's Custodian in London or at such other location as the Sponsor and
the Trustee agree (the "Participant Unallocated Account") which is specifically
dedicated to transactions with the Trust; and (ii) shall confirm to the
satisfaction of the Trustee that the Authorized Participant has the capability
to send and receive communications via authenticated telecommunication facility
to and from the Trustee, the Custodian and the Participant's Custodian.

        Section 3. (a) Execution of Orders. All orders to create or redeem
Baskets shall be made in accordance with the terms of the Trust Indenture and
the Custody Agreements, this Agreement and the procedures described in
Attachment A hereto. Each party will comply with such foregoing terms and
procedures to the extent applicable to it. If the procedures to create or redeem
Baskets include the use of recorded telephone lines, the Authorized Participant
hereby consents to such use subject to section 15(a). The Trustee and Sponsor
may issue additional or other procedures from time to time relating to the
manner of creating or redeeming Baskets, and the Authorized Participant will
comply with such procedures.

         (b) The Authorized Participant acknowledges and agrees on behalf of
itself and any party for which it is acting (whether as a customer or otherwise)
that delivery to the Trustee of an order to create a Basket (a "Purchase Order")
or delivery to the Trustee of an order to redeem a Basket (a "Redemption Order",
and each Purchase Order and Redemption Order, an "Order") shall be irrevocable,
provided that (i) the Trustee reserves the absolute right to, but shall have
no obligation to, reject any Order (i) that is not in proper form as described in
Attachment A, (ii) that the Sponsor has determined would have adverse tax
consequences to the Trust or the Beneficial Owners, (iii) whose acceptance
would, in the opinion of counsel to the Sponsor, be illegal or (iv) if
circumstances beyond the control of the Trustee, the Sponsor or the Custodian
render not feasible the processing of creations of Creation Baskets.

                                      C-2


         Section 4. Gold Transfers. (a) Any Gold to be delivered in connection
with any Order shall be transferred between the Participant Unallocated Account
and the Trust Unallocated Account in accordance with the procedures set
forth in Attachment A. The Authorized Participant shall be responsible for all
costs and expenses relating to or connected with any transfer of Gold between
the Participant Unallocated Account and the Trust Unallocated Account.

         (b) The Trust, the Trustee and the Custodian shall not in any way be
responsible or liable for any loss or damage related to, arising from or connected
with the delivery, storage or safekeeping of the Gold transferred in connection
with a redemption to the Participant Unallocated Account (the "Gold Redemption
Amount") at and after such time as the Gold Redemption Amount is transferred to
the Participant Unallocated Account.

         Section 5. Gold Standards. All Gold transferred between the Trust and
the Participant shall meet the applicable requirements of The Good Delivery Rules
for Gold and Silver Bars promulgated by the London Bullion Market Association
(the "LBMA") (the "Good Delivery Rules"), which include standards for fineness. All
credits to the Participant Unallocated Account or to the Trust Unallocated Account
shall mean that the Participant or the Trust, as the case may be, is entitled to call
on the Participant's Custodian or the Custodian, as the case may be, to deliver
in accordance with the Good Delivery Rules an amount of Gold equal to the amount
of Gold standing to the credit of the Participant's or the Trust's account, as
the case may be, but has no ownership interest in any Gold that the
Participant's Custodian or the Custodian, as the case may be, owns or holds. The
Sponsor and the Trustee may, from time to time, pursuant to the Trust Indenture
and as disclosed in the Prospectus, specify other gold bullion to be held by the
Trust and which therefore may be transferred between the Trust and a
Participant, provided that such other gold bullion must meet the standard of
fineness specified under the Good Delivery Rules. A copy of the Good Delivery
Rules may be obtained from the LBMA.

         Section 6. Fees. In connection with the creation or redemption of
Baskets, the Trustee shall charge, and the Authorized Participant shall pay
to the Trustee, the Transaction Fee prescribed in the Trust Indenture applicable
to such creation or redemption. The initial Transaction Fee shall be two
thousand dollars ($2,000). The Transaction Fee may be waived or otherwise
adjusted from time to time as set forth in the Trust Indenture and the
Prospectus.

         Section 7. Authorized Persons. Concurrently with the execution of this
Agreement and from time to time thereafter, the Authorized Participant shall
deliver to the Trustee notarized and duly certified as appropriate by its
secretary or other duly authorized official, a certificate in the form of
Exhibit A setting forth the names and signatures of all persons authorized to
give instructions relating to activity contemplated hereby or any other notice,
request or instruction on behalf of the Authorized Participant (each, an
"Authorized Person"). The Trustee may accept and rely upon such certificate as
conclusive evidence of the facts set forth therein and shall consider such
certificate to be in full force and effect until the Trustee receives a
superseding certificate bearing a subsequent date. Upon the termination or
revocation of authority of any Authorized Person by the Authorized Participant,
the Authorized Participant shall give



                                      C-3


immediate written notice of such fact to the Trustee and such notice shall be
effective upon receipt by the Trustee. The Trustee shall issue to each
Authorized Person a unique personal identification number (the "PIN Number") by
which such Authorized Person shall be identified and by which instructions
issued by the Authorized Participant hereunder shall be authenticated. The PIN
Number shall be kept confidential by the Authorized Participant and shall only
be provided to the Authorized Person. If, after issuance, the Authorized
Participant's PIN Number is changed, the new PIN Number shall become effective
on a date mutually agreed upon by the Authorized Participant and the Trustee.

         Section 8. Redemption. The Authorized Participant represents and
warrants that it will not obtain an order number (as described in Attachment
A) from the Trustee for the purpose of redeeming a Basket unless it first
ascertains that (i) it or its customer, as the case may be, owns outright or has
full legal authority and legal and beneficial right to tender for redemption the
Baskets to be redeemed and to receive the entire proceeds of the redemption, and
(ii) such Baskets have not been loaned or pledged to another party and are not
the subject of a repurchase agreement, securities lending agreement or any other
arrangement which would preclude the delivery of such Baskets to the Trustee on
a "regular way" basis.

         Section 9. Role of Authorized Participant. (a) The Authorized
Participant acknowledges that, for all purposes of this Agreement and the Trust
Indenture, the Authorized Participant is and shall be deemed to be an independent
contractor and has and shall have no authority to act as agent for the Trust,
the Sponsor, the Trustee, the Custodian, or the Participant's Custodian in any
matter or in any respect.

         (b) The Authorized Participant will make itself and its employees
available, upon request, during normal business hours to consult with the
Trustee, the Custodian, the Participant's Custodian or their designees
concerning the performance of the Authorized Participant's responsibilities
under this Agreement.

         (c) With respect to any creation or redemption transaction made by the
Authorized Participant pursuant to this Agreement for the benefit of any
customer or any other DTC Participant or Indirect Participant, or any other
Beneficial Owner, the Authorized Participant shall extend to any such party all
of the rights, and shall be bound by all of the obligations, of a DTC
Participant in addition to any obligations that it undertakes hereunder or in
accordance with the Trust Indenture.

         (d) The Authorized Participant will maintain records of all sales of
Shares made by or through it and will furnish copies of such records to the
Sponsor upon the request of the Sponsor.

         Section 10. Indemnification. The Authorized Participant hereby
indemnifies and holds harmless the Trustee, the Custodian, the Participant's
Custodian, the Trust, the Sponsor and their respective direct or indirect
affiliates, and the directors, officers, employees and agents of each of the
foregoing, (each, an "Indemnified Party") from and against any loss, liability,
damages, costs and expenses(including attorney's fees) incurred by such Indemnified
Party as a result of or in connection with: (i) any breach by the Authorized
Participant of any provisions of this Agreement, including its representations
and warranties; (ii) any failure on the part of the Authorized Participant to
perform any of its obligations set forth in this Agreement; (iii) any failure
by the Authorized Participant to comply with applicable laws and the rules
and regulations of self-regulatory organizations; (iv) any



                                      C-4


actions of such Indemnified Party in reliance upon any instructions issued in
accordance with Attachment A believed by the Indemnified Party to be genuine and
to have been given by the Authorized Participant, or (v) any representations by
the Authorized Participant, its employees or its agents or other representatives
about the Shares, any Indemnified Party or the Trust that are not consistent with
the Trust's then current Prospectus made in connection with the offer or the
solicitation of an offer to buy or sell Shares and any untrue statement or alleged
untrue statement of a material fact relating to the Shares, any Indemnified Party
or the Trust or any alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading contained
in any marketing material or research of the Authorized Participant to the extent
that such statement or omission relates to the Shares, any Indemnified Party or the
Trust, unless, in either case, such representation, statement or omission was
included by the Authorized Participant at the written direction of the Sponsor. This
Section 10 shall not apply to the extent any such loss, liability, damages, costs and
expenses are incurred as a result or in connection with any gross negligence, bad faith
or willful misconduct on the part of such Indemnified Party. The term "affiliate" in
the foregoing sentence shall include, with respect to any person, entity or
organization, any other person, entity or organization which directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under common
control with such person, entity or organization.

         Section 11. Limitation of Liability. None of the Sponsor, the Trustee, the
Participant's Custodian and the Custodian shall be liable to the Authorized
Participant, or to any party claiming by, through or on behalf of such Authorized
Participant, for any loss, liability, damages, costs or expenses arising out of any
mistake or error in data or other information provided to any of them.

         Section 12. Acknowledgment. The Authorized Participant acknowledges
receipt of a copy of the Trust Indenture and the current Prospectus of the Trust
and represents that it has reviewed and understands such documents.

         Section 13. Effectiveness and Termination. This Agreement shall become
effective in this form as of the date accepted by the Trustee, which is set
forth on the signature page hereto, and may be terminated at any time by any
party upon thirty (30) days prior written notice to the other parties unless
earlier terminated: (i) in accordance with Section 2; (ii) upon notice to the
Authorized Participant by the Trustee in the event of a breach by the Authorized
Participant of this Agreement or the procedures described or incorporated
herein; or (iii) at such time as the Trust is terminated pursuant to the Trust
Agreement.

         Section 14. Marketing Materials; Representations Regarding Shares.

         (a) The Authorized Participant represents, warrants and covenants that
it will not make, or permit any of its representatives to make, any
representations concerning Shares other than those contained in the then current
Prospectus of the Trust, in printed information approved by the Sponsor as
information supplemental to such Prospectus or in any promotional materials or
sales literature furnished to the Authorized Participant by the Sponsor. The
Authorized Participant represents, warrants and covenants that it will not furnish
or cause to be furnished to any person or display or publish any information or
material relating to the Shares, any Indemnified Person or the Trust that are not
consistent with the Trust's then current Prospectus. Copies of the then current
Prospectus of the Trust and any such printed supplemental information will be
supplied by the Sponsor to the Authorized Participant in reasonable quantities
upon request.

         (b) Notwithstanding the foregoing, the Authorized Participant may
without the written approval of the Sponsor prepare and circulate in the regular
course of its business research reports, marketing



                                      C-5


material and sales literature that includes information, opinions or
recommendations relating to the Shares (i) for public dissemination, provided that
such research reports, marketing material or sales literature, compare the
relative merits and benefits of Shares with other products; and (ii) for
internal use by the Authorized Participant. The Authorized Participant agrees to
file all marketing materials related to the Shares with the NASD to the extent
required by the NASD Conduct Rules.

         (c) The Authorized Participant and its affiliates may prepare and
circulate in the regular course of their businesses, without reference to the
Shares or the Trust's then current Prospectus, data and information relating to
the price of gold.

         Section 15. Title To Gold. The Authorized Participant represents and
warrants on behalf of itself and any party for which it acts that upon delivery
of a Creation Basket Deposit to the Trustee in accordance with the terms of the Trust
Agreement and this Agreement, the Trust will acquire good and unencumbered title
to the gold bullion which is the subject of such Creation Basket Deposit free and clear
of all pledges, security interests, liens, charges, taxes, assessments,
encumbrances, equities, claims, options or limitations of any kind or nature,
fixed or contingent, and not subject to any adverse claims, including any
restriction upon the sale or transfer of all or any part of such gold bullion
which is imposed by any agreement or arrangement entered into by the Authorized
Participant or any party for which it is acting in connection with a Purchase
Order.

         Section 16. Third Party Beneficiaries. The Authorized Participant
understands and agrees that each of the Custodian and the Participant's
Custodian is a third-party beneficiary of this Agreement (each, a "Third Party
Beneficiary") and that each Third Party Beneficiary may proceed directly
against the Authorized Participant (including by bringing proceedings against the
Authorized Participant in its own name) to enforce any obligation of the Authorized
Participant under this Agreement which directly or indirectly benefits such Third
Party Beneficiary.

         Section 17. Force Majeure. None of the Trustee, the Sponsor or the
Authorized Participant shall incur any liability for any delay in performance,
or for the non-performance, of any of its obligations under this Agreement by reason
of any cause beyond its reasonable control. This includes any act of God or war or
terrorism, any breakdown, malfunction or failure of transmission in connection with
or other unavailability of any wire, communication or computer facilities, any
transport, port, or airport disruption, industrial action, acts and regulations and
rules of any governmental or supra national bodies or authorities or regulatory or
self-regulatory organization or failure of any such body, authority or
organization for any reason, to perform its obligations.


         Section 18. Ambiguous Instructions. In the event that a Purchase Order
Form or a Redemption Order Form otherwise in good form contains order terms that
differ from the information provided in the telephone call at the time of
issuance of the applicable Submission Number, the Trustee will attempt to
contact the Authorized Participant to request confirmation of the terms of the
Order. If an Authorized Person confirms the terms as they appear in the Order,
then the Order will be accepted and processed. If an Authorized Person
contradicts the Order terms, the Order will be deemed invalid, and a corrected
Order must be received by the Trustee, as the case may be, not later than the
earlier of: (i) within [15 minutes] of such contact with the Authorized
Participant; or (ii) [45 minutes] after the Order Cut-Off Time. If the Trustee,
is not able to contact an Authorized Person, then the Order shall be accepted
and processed in accordance with its terms notwithstanding any inconsistency
from the terms of the telephone information. In the event that an Order contains
terms that are illegible, the Order will be deemed invalid and the Trustee, will
attempt to contact the Authorized Participant to request retransmission of the
Order. A corrected Order must be received by the Trustee, not later than the
earlier of (i) within [15 minutes] of such contact with the Authorized
Participant or (ii) [45 minutes] after the Order Cut-Off Time, as the case may
be.

         Section 19. Miscellaneous.

         (a) Amendment and Modification. This Agreement, and the Attachments and
Exhibits hereto, may be amended, modified or supplemented by the Trustee and the
Sponsor, without consent of any Beneficial Owner from time to time by the following
procedure. After the Sponsor and the Trustee have agreed upon the amendment,
modification or supplement, the Trustee will mail a copy of the proposed amendment
modification or supplement to the Authorized Participant. For the purposes of this
Agreement, mail will be deemed received by the recipient thereof on the third (3rd)
day following the deposit of such mail into the United States postal system. If
the Authorized Participant does not object in writing to the amendment within
ten (10) calendar days after its deemed receipt, the amendment modification or
supplement will become part of this Agreement, the Attachments or the Exhibits, as
the case may be, in accordance with its terms.

         (b) Waiver of Compliance. Any failure of any of the parties to comply
with any obligation, covenant, agreement or condition herein may be waived by
the party entitled to the benefits thereof only by a written instrument signed
by the party granting such waiver, but



                                      C-6


any such written waiver, or the failure to insist upon strict compliance with any
obligation, covenant, agreement or condition herein, shall not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure.

         (c) Notices. Except as otherwise specifically provided in this
Agreement, all notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery, by
postage prepaid registered or certified United States first class mail, return
receipt requested, by nationally recognized overnight courier (delivery
confirmation received) or by telex, telegram or facsimile or similar means of
same day delivery (transmission confirmation received), with a confirming copy
by mail as provided herein. For avoidance of doubt, notices may not be given by
electronic mail. Unless otherwise notified in writing, all notices to the Trust
shall be given or sent to the Trustee. All notices shall be directed to the address
or telephone or facsimile numbers indicated below the signature line of the parties
on the signature page hereof.

         (d) Successors and Assigns. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns.

         (e) Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any party without the prior
written consent of the other parties, except that any entity into which a party
hereto may be merged or converted or with which it may be consolidated or any entity
resulting from any merger, conversion, or consolidation to which such party hereunder
shall be a party, or any entity succeeding to all or substantially all of the business
of the party, shall be the successor of the party under this Agreement without the
execution or filing of any paper, instrument or futher act to be done on the part of
the parties hereto, anything in this Agreement, or in any agreement relating to such
merger, consolidation, conversion or succession, by which any such party may seek to
retain certain powers, rights, and privileges theretofore obtaining for any period of
time following such merger, consolidation, conversion or succession, to the contrary
notwithstanding. The party resulting from any such merger, conversion, consolidation or
succession shall notify the other parties hereto of the change. Any purported assignment
in violation of the provisions hereof shall be null and void. Notwithstanding the
foregoing, this Agreement shall be automatically assigned to any successor Trustee
at such time such successor qualifies as a successor Trustee under the terms of the
Trust Indenture.

         (f) Governing Law; Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
(regardless of the laws that might otherwise govern under applicable New York
conflict of laws principles) as to all matters, including matters of validity,
construction, effect, performance and remedies. Each party hereto irrevocably
consents to the jurisdiction of the courts of the State of New York and of any
federal court located in the Borough of Manhattan in such State in connection
with any action, suit or other proceeding arising out of or relating to this
Agreement or any action taken or omitted hereunder, and waives any claim of
forum non conveniens and any objections as to laying of venue. Each party
further waives personal service of any summons, complaint or other process and
agrees that service thereof may be made by certified or registered mail directed
to such party at such party's address for purposes of notices hereunder.

         (g) Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement, and it shall not be necessary in making proof of
this Agreement as to any party hereto to produce or account for more than one
such counterpart executed and delivered by such party.

         (h) Interpretation. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or interpretation of
this Agreement.


                                      C-7


         (i) Entire Agreement. This Agreement and the Trust Indenture, along
with any other agreement or instrument delivered pursuant to this Agreement and
the Trust Indenture, supersede all prior agreements and understandings between
the parties with respect to the subject matter hereof, provided, however, that
the Authorized Participant shall not be deemed by this provision to be a party
to the Trust Indenture.

         (j) Severance. If any provision of this Agreement is held invalid,
illegal or unenforceable for any reason, it shall be invalid, illegal or
unenforceable only to the extent so held and shall not affect the validity,
legality or enforceability of the other provisions of this Agreement and this
Agreement will be construed as if such invalid, illegal, or unenforceable provision
had never been contained herein.

         (k) No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rule of strict construction will be applied against any party.

         (l) Survival. Sections 10 (Indemnity) and 16 (Third Party
Beneficiaries) hereof shall survive the termination of this Agreement.

         (m) Other Usages. The following usages shall apply in interpreting this
Agreement: (i) references to a governmental or quasigovernmental agency,
authority or instrumentality shall also refer to a regulatory body that succeeds
to the functions of the agency, authority or instrumentality; and (ii)
"including" means "including, but not limited to."





                            [Signature Page Follows]




                                      C-8



         IN WITNESS WHEREOF, the Authorized Participant, the Sponsor and the
Trustee have caused this Agreement to be executed by their duly authorized
representatives as of the date first set forth above.



HSBC Bank USA, not in its individual capacity,
but solely as Trustee of the Equity Gold Trust      [Name of Authorized Participant]

By:                                                 By:
              ----------------------------------               ------------------------------
Name:                                               Name:
              ----------------------------------               ------------------------------
Title:                                              Title:
              ----------------------------------               ------------------------------
Address:      452 Fifth Avenue                      Address:
              New York, New York                               ------------------------------
              Attention:  Mr. Eli Shaashua
Telephone:    (212) 525-1320                                   ------------------------------
Facsimile:    (212) 525-1300
                                                               ------------------------------
                                                    Telephone:
                                                               ------------------------------
                                                    Facsimile:
Dated:                                                         ------------------------------
              ----------------------------------





World Gold Trust Services, LLC
Sponsor of the Equity Gold Trust

By:
              ----------------------------------
Name:
              ----------------------------------
Title:
              ----------------------------------
Address:      444 Madison Avenue, 3rd Floor
              New York, New York 10022

Telephone:    (212) 317-3800

Facsimile:


                                      C-9




                                     FORM OF
                                EQUITY GOLD TRUST
                              PARTICIPANT AGREEMENT

                                  ATTACHMENT A

EQUITY GOLD TRUST PROCEDURES

CREATION AND REDEMPTION OF EQUITY GOLD SHARES (THE << SHARES >>) AND RELATED
GOLD TRANSACTIONS


OVERVIEW

Scope of Procedures

These Equity Gold Trust Procedures (the "Procedures") attached as Attachment A
to the Participant Agreement describe the processes by which one or more Baskets
of Equity Gold Trust shares (the "Shares") issuable by HSBC Bank USA, not in its
individual capacity but solely as Trustee (the "Trustee") of the Equity Gold Trust
(the "Trust"), may be purchased or, once Shares have been issued, redeemed by an
Authorized Participant ("Participant").

These Procedures relate only to Shares issued with respect to Gold transferred
to and held in the Trust's Custody Accounts maintained in London, England by
HSBC Bank USA, London Branch ("HBUS London") as custodian (in such capacity, the
"Custodian"). Supplemental procedures will be provided to account for the
handling of situations not addressed by these Procedures including the following:

o    the transfer of cash, to the extent cash must be transferred between a
     Participant and the Trust in connection with any creation or redemption;

o    the cash collateralization of Shares owned by a redeeming Participant in
     connection with the Participant's Redemption Order when the Participant is
     unable to deliver the Shares on time to the Trustee on REDEMPTION T+3; and

o    the status of Purchase Orders and of Gold received from Participants on
     CREATION T+3 when the Purchase Order has been rejected or the Trustee has
     not received the Transaction Fee.

Capitalized terms used in these Procedures without further definition have the
meanings assigned to them in the Indenture or the Participant Agreement (both
defined below). Under the Indenture, Business Day is defined as any day other
than (i) a day on which the New York Stock Exchange ("NYSE") is closed for
regular trading, (ii) a day on which banking institutions are authorized by
law to close in the city of New York, or (iii) if the transaction involves
the receipt or delivery of gold or confirmation thereof by a Custodian in the
U.K., a day on which banking institutions in the U.K. are authorized by law
to close. The Business Day on which a Purchase Order or a Redemption Order
is placed with the Trustee is referred to in these Procedures as "CREATION T"
or "REDEMPTION T," with each subsequent Business Day being "CREATION T+" or
"REDEMPTION T+" as appropriate.

The Procedures are divided into two sections, entitled respectively "Creation
Process" and "Redemption Process." Because the issuance and redemption of

                                      A-1



Shares also involves the transfer of Gold between the Participants and the
Trust, certain processes relating to the underlying Gold transfers also are
described.

Overview of Structure and Transaction

Shares are issued pursuant to the Prospectus, which will be delivered to each
Participant prior to its execution of the Participant Agreement, and are issued
and redeemed in accordance with the Indenture and the Participant Agreement.
Baskets of Shares may be issued and redeemed on any Business Day by the Trustee
in exchange for Gold which the Trustee receives from Participants or transfers
to Participants, in each case on behalf of the Trust. Participants will be
required to pay a nonrefundable per order transaction fee of $2,000 to the
Trustee ("Transaction Fee").

Under the Indenture and the Custody Agreements (referred to below), all of the
Trust's Gold in excess of 430 fine ounces (the maximum size of one Gold bar as
set forth in "The Good Delivery Rules for Gold and Silver Bars ("Good Delivery
Rules")," which is published by the London Bullion Market Association ("LBMA"))
must be held in the Trust Allocated Account, thereby providing the Trust with
ownership of specific bars of Gold.

To allow Participants to acquire and redeem Shares without the burdens and delay
entailed in the delivery of specific bars of Gold, the Indenture and
Custody Agreements also provide that Participants and the Trust in general are
to transfer Gold between each other using the unallocated bullion account system
of the London bullion market.

For the Trust, Gold is transferred between the Trust and Participants through
the Trust Unallocated Account. When Gold is to be transferred to the Trust from
a Participant (in exchange for the issuance of Shares), the Gold is received in
the Trust Unallocated Account and then transferred from there to the Trust
Allocated Account. When Gold is to be transferred to a Participant (in
redemption of Shares), it is transferred from the Trust Allocated Account to the
Trust Unallocated Account, and is transferred from there to the Participant
Unallocated Account described below. The Trust Unallocated Account has been
established along with the Trust Allocated Account to hold all of the Trust's
Gold pursuant to the Custody Agreements which have been entered into by the
Trustee on behalf of the Trust with the Custodian.

                                      A-2



For Participants, the transfers of Gold between them and the Trust are carried
out through the Participant Unallocated Account that each Participant must have
established separately with HBUS London (for this purpose, the "Participant's
Custodian") for the sole purpose of creating and redeeming with the Trust.
HBUS London is a clearing member of the LBMA and a market maker in the London
gold market.

Having the same LBMA member (HBUS London) be the party that maintains both the
Participant Unallocated Account and the Trust Unallocated Account is intended to
simplify for both the Participants and the Trustee the processes by which Gold
is exchanged for Shares on both Creations and Redemptions. Use of the
Participant Unallocated Account for transferring Gold to the Trust does not
require Participants to acquire Gold from HBUS London or to maintain it with
HBUS London longer than the time required to effect the Creation and Redemption
transactions described in these Procedures.

Other Documentation Relating to Procedures Affecting Shares and Gold Transfers

The processes relating to the issuance and redemption of Baskets of Shares, and
the related transfers of Gold to and from the Trust are governed by the
following documents, of which these Procedures form an integral part:

o    the Trust Indenture of Equity Gold Trust ("Indenture") dated as of [Date],
     2003, between the Trustee and World Gold Trust Services, LLC (the
     "Sponsor");

o    the Participant Agreement entered into by each Participant with the
     Trustee; and

o    the Unallocated Bullion Account Agreement and the Allocated Bullion Account
     Agreement (the "Custody Agreements") both between the Trustee on behalf of
     the Trust and the Custodian.

A Participant's ability to transfer Gold to and receive Gold from the Trust
depends also on the account agreement governing the Participant's Participant
Unallocated Account (described above).

Each Participant is responsible for ensuring that the Gold it intends to
transfer to the Trust in exchange for Shares is available for transfer at HBUS
London as described in these Procedures.

Upon acceptance of the Participant Agreement by the Participant, the Trustee will
assign a personal identification number ("PIN number") to each Authorized Person
authorized to act for the Participant. This will allow the Participant through its
Authorized Person(s) to place Purchase Order(s) or Redemption Order(s) for the
purchase or redemption of Baskets of Shares.

                                      A-3



CREATION PROCESS

OVERVIEW

The "Creation Process" portion of these Procedures describes the process by
which an order to purchase one or more Baskets of Shares placed by a Participant
with the Trustee by 4:00 p.m. N.Y. time on a Business Day (such day, the
"Purchase Order Date" or "CREATION T"), results in the following taking place by
11:00 a.m. N.Y. time/4:00 p.m. London time on CREATION T+3:

o    transfer to the Trust of Gold satisfying the Good Delivery Rules
     in the amount corresponding to the Shares to be issued, and

o    transfer to the Participant's account at Depository Trust Company ("DTC")
     of Shares corresponding to the Gold the Participant has transferred to
     the Trust.

Important Notes:

o    Any Order is subject to rejection by the Trustee for the reasons set forth
     in the Indenture or the Participant Agreement.

o    All Orders are subject to the provisions of the Indenture and the
     Participant Agreement relating to unclear or ambiguous instructions.

o    Incoming telephone calls are queued and will be handled in the sequence
     received. Calls placed before the Order Cut-off Time will be processed even
     if the call is taken after that time. Accordingly, do not hang up and
     redial. Purchase Orders that are attempted later than the Order Cut-off
     Time will be held until the following Business Day.

                                      A-4





C1 CREATION T (PURCHASE ORDER TRADE DATE)

C1.1      By the Order Cut-off Time (close of regular trading on the NYSE, usually
          4:00 p.m. N.Y. time), the Participant submits to the Trustee the
          Participant's order to create one or more Baskets of Shares
          in accordance with the following process (a "Purchase Order").

C1.1.1    By the Order Cut-off Time, an Authorized Person of the Participant
          calls the Trustee at [phone number] notifying the Trustee that the Participant
          wishes to place a Purchase Order for the Trustee to create an identified
          number of Baskets of Shares and requesting that the Trustee provide an
          order number. The Authorized Person provides a PIN number as identification
          to the Trustee.

C1.1.2    The Trustee will process Purchase Orders initiated by the Authorized
          Person's phone call placed before the Order Cut-off Time even though
          the remainder of the order process is not completed until after the Order
          Cut-off Time.

C1.1.3    Purchase Orders initiated after the Order Cut-off Time are held until
          the following Business Day.

C1.1.4    Within 15 minutes after receiving a phone call from the Authorized Person
          of the Participant to initiate a Purchase Order, the Trustee places a phone
          call back to the Participant, giving an order number for the Participant's
          Purchase Order.

C1.1.5    Within 15 minutes after receiving the Trustee's phone call giving the
          order number, the Participant faxes the Purchase Order to the Trustee using
          the Purchase Order Form included as part of the Participant Agreement.

C1.1.6    The Purchase Order Form provides, among other things, for the number of
          Creation Baskets that the Participant is ordering and the condition that
          the Purchase Order is subject to the Trustee's receipt of the Transaction
          Fee by FedWire prior to delivery of the Creation Baskets on CREATION T+3.


                                      A-5





C1.1.7    If the Trustee has not received the Purchase Order Form from the
          Participant within 15 minutes after the Trustee placed the phone call
          to the Participant, the Trustee places another phone call to the
          Participant to enquire about the status of the order. If the Participant
          does not fax the Purchase Order Form to the Trustee within 15 minutes
          after the Trustee's additional phone call, the Participant's order is
          cancelled.

C1.2      If the Trustee has received back the Participant's Purchase Order Form on
          time in accordance with the preceding timing rules, then by 5:00 p.m.
          N.Y. time on CREATION T, the Trustee returns to the Participant a copy
          of the Purchase Order Form submitted, marking it "Affirmed subject
          to receipt of the Transaction Fee prior to delivery of Creation Baskets on
          CREATION T+3" and indicating how much Gold the Participant must transfer
          in exchange for the Creation Basket(s).

C1.3      The Participant ensures that by close of business in London on CREATION T+2
          there will be sufficient Gold in the Participant Unallocated Account.

C1.4      NOTES FOR PARTICIPANT (CREATION T)

C1.4.1    The Participant must be a participating member of DTC.

C1.4.2    The Participant must be able to communicate with HBUS London via
          authenticated electronic messaging.

C1.4.3    The Participant must have signed the Participant Agreement with the
          Trustee. The Trustee will accept a Participant based on the
          representations made by the Participant in the Participant Agreement.
          The Trustee will not perform other due diligence or investigation of
          Participants.

C1.4.4    The Participant must have in place, before a Purchase Order can be processed,
          a Participant Unallocated Account set up with the Participant's Custodian
          for the sole purpose of creating and redeeming Baskets with the Trustee.
          Participants that are not already customers of HBUS London are subject to
          the account opening procedures of HBUS London.


                                      A-6






C1.4.5    By 4:00 p.m. London time on CREATION T+2, Gold in the amount needed
          to acquire the Shares must be standing to the credit of the
          Participant Unallocated Account of each Participant scheduled to
          receive Shares on CREATION T+3.

C1.4.6    A Participant delivering physical Gold for credit to its Participant
          Unallocated Account is subject to physical delivery constraints detailed
          in the HBUS Unallocated Bullion Account Agreement (e.g., no credit until
          Gold has been received, verified for compliance with the Good Delivery
          Rules, and weighed in accordance with the Good Delivery Rules to
          determine it is of the required weight).

C1.4.7    Prior to the delivery of the Creation Baskets on CREATION T+3, the
          Participant must have wired a nonrefundable Transaction Fee to the Trustee.
          Purchase Orders for which the Trustee has not received the Transaction Fee will
          be cancelled subject to handling pursuant to supplemental procedures to be
          issued.

C1.5      NOTES FOR TRUSTEE (CREATION T)

C1.5.1    Based on the Purchase Orders placed with it on CREATION T, the Trustee sends
          an authenticated electronic message to HBUS London indicating the total
          ounces of Gold for which the Trustee will require an allocation into
          the Trust Allocated Account on CREATION T+3.



                                       A-7




C2         CREATION T+1

C2.1      The Purchase Orders and instructions given on CREATION T are all
          pending with the Trustee, the Participant and HBUS London who may
          discuss with each other to confirm.

C2.2      HBUS London receives the Trustee's message about the total ounces of Gold
          for which the Trustee will require an allocation into the Trust Allocated
          Account on CREATION T+3.

C2.3      HBUS London reviews its unallocated Gold inventory to co-ordinate the
          allocation process into the Trust Allocated Account on CREATION T+3 in
          anticipation of other customer demand for allocated Gold.



                                      A-8





C3        CREATION T+2

C3.1      By the close of business (usually, 5:00 p.m. N.Y. time), each
          Participant acquiring Baskets on CREATION T+3 sends an authenticated
          electronic message to HBUS London to transfer on CREATION T+3 from
          its Participant Unallocated Account Gold in the relevant amount(s) to
          the Trust Unallocated Account.

C3.2      By 5:00 p.m. N.Y. time, the Trustee sends an authenticated electronic
          message to HBUS London:

          o    to receive into the Trust Unallocated Account on CREATION T+3 Gold
               in the relevant amount(s) due from each Participant, including
               the account number of each Participant Unallocated Account from
               which the Gold is to be received; and

          o    to deliver from the Trust Unallocated Account and receive into
               the Trust Allocated Account the allocated Gold.

C3.3      NOTES FOR PARTICIPANT (CREATION T+2)

C3.3.1    The Participant sends to the Trustee a copy of the Participant's
          authenticated electronic message to HBUS London affecting the
          Participant Unallocated Account.

C3.3.2    The Participant is responsible for ensuring that Gold in the relevant
          amount(s) has been credited to the Participant Unallocated Account by close
          of business in London on CREATION T+2.


                                      A-9





C4        CREATION T+3

C4.1      By HBUS London's opening of business (usually 9:00 a.m. London time),
          HBUS London has received

          o    each Participant's authenticated electronic message to transfer Gold
               in the relevant amount(s) from the Participant Unallocated Account to
               the Trust Unallocated Account; and

          o    the Trustee's authenticated electronic message to receive Gold in the
               relevant amount(s) from each Participant Unallocated Account into the
               Trust Unallocated Account.


                                      A-10





C4.2      As of 4:00 p.m. London time/11:00 a.m. N.Y. time, HBUS London
          transfers unallocated Gold in the relevant amount(s) from the Participant
          Unallocated Account of each Participant scheduled to receive Baskets
          on CREATION T+3, to the Trust Unallocated Account.

C4.3      As of 4:00 p.m. London time/11:00 a.m. N.Y. time, HBUS London notifies
          the Trustee that the relevant amount(s) of Gold has been transferred
          into the Trust Unallocated Account from the Participant Unallocated
          Account. This notice does not reflect the official transfer record of
          HBUS London.

C4.4      As of 4:00 p.m. London time/11:00 a.m. N.Y. time, HBUS London notifies
          the Trustee that the relevant amount(s) of Gold has been transferred
          into the Trust Allocated Account from the Trust Unallocated Account.
          This notice does not reflect the official transfer record of HBUS
          London.

C4.5      Prior to the delivery of the Creation Baskets on CREATION T+3, the
          Trustee must have received the Transaction Fee from the Participant.

C4.6      At 11:00 a.m. N.Y. time, following receipt of the notice from HBUS
          London confirming the transfer of the relevant amount(s) of Gold to
          the Trust Unallocated Account, the Trustee authorizes the creation and
          issuance of the Baskets ordered by each Participant on CREATION T
          for which the Trustee has received confirmation from HBUS London
          of receipt of the relevant amount(s) of Gold.

C4.7      At 11:00 a.m. N.Y. time, following receipt of the notice from HBUS
          London confirming the transfer of the relevant amount(s) of Gold to the
          Trust Unallocated Account, the Trustee notifies its transfer agent
          service desk that it has authorized the creation and issuance of Baskets
          in the number specified, and to increase the number of Shares outstanding
          accordingly. At 11:00 a.m. N.Y. time, following receipt of the
          notice from the Trustee that it has authorized the creation and issuance
          of Shares in the number specified, the Trustee's transfer agent service
          desk increases the number of Shares outstanding, and notifies the Trustee
          and the Trustee's DTC operations desk that an increased number of Shares
          is now outstanding and available for release in accordance with the
          Trustee's instructions.

                                      A-11


C4.8      At 11:00 a.m. N.Y. time, following receipt of notice from the Trustee's
          transfer agent service desk that the number of Shares now outstanding has
          been increased, the Trustee notifies its DTC operations desk to release the
          increased number of Shares through DTC to the DTC participant accounts
          of the Participants scheduled to receive Baskets on CREATION T+3 for whom
          the Trustee has received confirmation from HBUS London that Gold in the
          relevant amount(s) has moved from their Participant Unallocated Account to
          the Trust Unallocated Account.

C4.9      Overnight as of the close of business (usually 4:00 p.m. London time)
          on CREATION T+3, HBUS London completes the process of assembling Gold in the
          relevant amount(s) to be allocated to the Trust Allocated Account, and
          makes appropriate entries in its books and records to reflect the same.

C4.10     Overnight after the close of business (usually 4:00 p.m. London time) on
          CREATION T+3, the HBUS London gold system updates allocated and
          unallocated account records, recording the movements of Gold
          between the Participant Unallocated Account, the Trust Unallocated Account and
          the Trust Allocated Account and providing updated balances in the affected
          accounts as of the close of business (usually 4:00 p.m. London time)
          on CREATION T+3.


C4.11     Overnight after the close of business (usually 4:00 p.m. London time) on
          CREATION T+3, the HBUS London gold system automatically generates
          authenticated electronic messages constituting a statement of the activity
          affecting the Participant Unallocated Account (received only by the
          Participant), and the Trust Unallocated Account and the Trust Allocated
          Account (received only by the Trustee).


                                      A-12



REDEMPTION PROCESS

OVERVIEW

The "Redemption Process" portion of these Procedures describes the process by which an
order to redeem one or more Baskets of Shares placed by a Participant with the Trustee by
4:00 p.m. N.Y. time on a Business Day (the date of such order, "REDEMPTION T"), results
in the following taking place by 10:00 a.m. N.Y. time/3:00 p.m. London time on REDEMPTION T+3:


o    the transfer to the Trustee's account at DTC and withdrawal of the Participant's Shares
     corresponding to Gold in the relevant amount(s) that the Trust is to transfer to the
     Participant by credit to the Participant Unallocated Account; and

o    the transfer to the Participant by credit to the Participant Unallocated Account of
     Gold in the relevant the amount(s) corresponding to the Shares delivered for redemption.



Important Notes:

o    Any Order is subject to rejection by the Trustee for the reasons set forth
     in the Indenture or the Participant Agreement.

o    All Orders are subject to the provisions of the Indenture and the
     Participant Agreement relating to unclear or ambiguous instructions.

o    Incoming telephone calls are queued and will be handled in the sequence
     received. Calls placed before the Order Cut-off Time will be processed even
     if the call is taken after that time. Accordingly, do not hang up and
     redial. Redemption Orders that are attempted later than the Order Cut-off
     Time will be held until the following Business Day.

                                      A-13





R1        REDEMPTION T (REDEMPTION ORDER TRADE DATE)

R1.1      By the Order-Cut-off Time (close of regular trading on the NYSE,
          usually 4:00 p.m. N.Y. time), the Participant places an order to
          redeem Shares with the Trustee in accordance with the following
          process (such order, a "Redemption Order").

R1.1.1    By the Order Cut-off Time, an Authorized Person of the Participant
          calls the Trustee at [phone number] notifying the Trustee that the
          Participant wishes to place a Redemption Order for the Trustee to redeem an
          identified number of Baskets of Shares and requesting that the Trustee
          provide an order number. The Authorized Person provides a PIN number
          as identification to the Trustee.

R1.1.2    The Trustee will process the Redemption Order(s) initiated by the
          Authorized Person's phone call placed before the Order Cut-off Time even
          though the remainder of the order process is not completed until after
          the Order Cut-off Time.

R1.1.3    Redemption Orders initiated after the Order Cut-off Time are held until
          the following Business Day.

R1.1.4    Within 15 minutes after receiving a phone call from the Authorized
          Person of the Participant to initiate a Redemption Order, the Trustee
          places a phone call back to the Participant, giving an order number for
          the Participant's Redemption Order.

R1.1.5    Within 15 minutes after receiving the Trustee's phone call giving the
          order number, the Participant faxes the Redemption Order to the Trustee
          using the Redemption Order Form included as part of the Participant
          Agreement.

R1.1.6    The Redemption Order Form provides, among other things, for the number of
          Redemption Baskets that the Participant is redeeming and the condition that the
          Redemption Order is subject to Trustee's receipt of the Transaction Fee by
          FedWire prior to the delivery of the Gold in the relevant amount(s) on
          REDEMPTION T+3.


                                      A-14





R1.1.7    If the Trustee has not received the Redemption Order Form from the
          Participant within 15 minutes after the Trustee placed a phone
          call to the Participant, the Trustee places another phone call to
          the Participant to enquire about the status of the order. If the
          Participant does not fax a Redemption Order Form to the Trustee within
          15 minutes after the Trustee's additional phone call, the Participant's
          order is cancelled.

R1.2      If the Trustee has received back the Participant's Redemption Order
          Form on time in accordance with the preceding timing rules, then by
          5:00 p.m. N.Y. time on REDEMPTION T, the Trustee returns to the
          Participant a copy of the Redemption Order Form submitted, marking it
          "Affirmed subject to receipt of Transaction Fee prior to delivery of
          the Gold on REDEMPTION T+3" and indicating the Baskets of Shares the
          Participant is redeeming for Gold.

R1.3      For each Redemption Order, the Trustee sends an authenticated electronic
          message containing provisional instructions to HBUS London to do the
          following by 10:00 a.m. N.Y. time on REDEMPTION T+3 (usually, 3:00 p.m.
          London time):

          o    transfer from the Trust Allocated Account to the Trust
               Unallocated Account ("deallocate") an amount of Gold
               sufficient to permit the Trustee to transfer to the Participant in
               its Participant Unallocated Account an amount of Gold equal to
               the Basket on REDEMPTION T.

          o    transfer from the Trust Unallocated Account to the Participant's
               Unallocated Account an amount of Gold equal to the Basket on
               REDEMPTION T.

R1.4      NOTES FOR TRUSTEE AND HBUS LONDON (REDEMPTION T)

R1.4.1    The Trustee issues an authenticated electronic message containing
          provisional instructions on REDEMPTION T specifying REDEMPTION T+3
          as the value date on which the instructions will be executed,
          subject to the Custodian's receipt of a confirmatory authenticated
          electronic message.


                                      A-15





R1.4.2    The Trustee's authenticated electronic message containing provisional
          instructions instructs the Custodian not to execute the provisional
          instructions unless the Custodian receives a further authenticated
          electronic message confirming the Trustee's receipt of Shares from the
          Participant through DTC.


                                      A-16





R2        REDEMPTION T+1

R2.1      HBUS London receives the authenticated electronic message containing the
          Trustee's provisional instructions notifying HBUS London to deallocate
          on REDEMPTION T+3 Gold in the relevant amount(s) for each Participant
          redemption order, and to transfer Gold in the relevant amount(s) from the
          Trust Unallocated Account to the Participant Unallocated Account.



                                      A-17





R3        REDEMPTION T+2

R3.1      Redemption orders and related instructions are in process.

                                      A-18


R4        REDEMPTION T+3

R4.1      Prior to the delivery of Gold on REDEMPTION T+3, the Trustee must have
          received the Transaction Fee from the Participant.

R4.2      By 10:00 a.m. N.Y. time, the Participant delivers free to the Trustee's
          participant account at DTC (#2439) the Shares to be redeemed. The
          Participant telephones the Trustee's DTC operations desk [phone number]
          to expect the Participant's Shares through DTC.

R4.2.1    By 10:00 a.m. N.Y. time, the Trustee's DTC operations desk notifies the
          Trustee whether the Shares of the redeeming Participant have been received
          into the Trustee's participant account at DTC.

R4.2.2    By 10:00 a.m. N.Y. time, if the Shares of the redeeming Participant
          have been received into the Trustee's participant account at DTC, the
          Trustee's DTC operations desk accepts the Shares to be redeemed,
          notifies the Trustee that the Trustee has received the Participant's
          Shares and identifies the Participant from whom the Shares have been
          received.

R4.2.3    By 10:00 a.m. N.Y. time, if the Shares of a redeeming Participant
          have not been received into the Trustee's participant account at DTC, the
          Trustee's operations desk notifies the Trustee that the Trustee has
          not received the Shares from the Participant, and identifies the
          Participant from whom Shares have not been received.

R4.3      By 11:00 a.m. N.Y. time (4:00 p.m. London time), in relation to the
          Participants from whom the Trustee has received Shares, the Trustee sends
          an authenticated electronic message to the Custodian directing the
          Custodian to execute the provisional instructions previously issued by
          the Trustee on REDEMPTION T. If the Trustee has received no Shares from
          any Participant, the Trustee will send an authenticated
          electronic message to the Custodian instructing the Custodian to cancel
          the previously issued provisional instructions; those provisional
          instructions expire by their own terms and Gold will not be
          transferred to the Participant Unallocated Account if the Custodian does

                                      A-19


          not receive the Trustee's authenticated electronic message cancelling
          the previously issued provisional instructions.

R4.4      As of 4:00 p.m. London time/11:00 a.m. N.Y. time, following the receipt
          of the authenticated confirmatory electronic message from the Trustee,
          HBUS London will have executed the previously issued provisional
          instructions from the Trustee to deallocate Gold in the relevant amount(s)
          from the Trust Allocated Account to the Trust Unallocated Account, and to
          transfer Gold in the relevant amount(s) to the Participant Unallocated
          Account.

R4.4.1    By DTC free delivery cut-off time (usually 2:00 p.m. N.Y. time),
          the Trustee's DTC operations desk instructs the Trustee's transfer agent
          services desk to cancel Shares received for redemption.

R4.4.2    By DTC free delivery cut-off time (usually 2:00 p.m. N.Y. time),
          the Trustee's transfer agent services desk cancels the Participant's
          Shares received for redemption and reduces the numbers of the Shares
          outstanding.

R4.5      Overnight as of the close of business (usually 4:00 p.m. London time)
          on REDEMPTION T+3, HBUS London completes the process of assembling Gold
          in the relevant amount(s) to be deallocated from the Trust Allocated
          Account, and makes the appropriate entries in its books and records
          to reflect the same.

R4.6      Overnight after the close of business (usually 4:00 p.m. London time) on
          REDEMPTION T+3, the HBUS London gold system updates its allocated and
          unallocated account records, recording the movements of Gold
          between the Participant Unallocated Account, the Trust Unallocated
          Account and the Trust Allocated Account and providing updated balances
          in the affected accounts as of the close of business (usually 4:00 p.m.
          London time) on REDEMPTION T+3.

R4.7      Overnight after the close of business (usually 4:00 p.m. London time) on
          REDEMPTION T+3, the HBUS London gold system automatically generates an
          authenticated electronic message constituting a statement of the activity
          affecting the Participant Unallocated Account (received only by the
          Participant), and the Trust Unallocated Account and the Trust Allocated
          Account (received only by the Trustee).


                                      A-20






                                    EXHIBIT A



                                EQUITY GOLD TRUST



     FORM OF CERTIFICATE AS TO AUTHORIZED PERSONS OF AUTHORIZED PARTICIPANT


         The following are the names, titles and signatures of all persons (each
an "Authorized Person") authorized to give instructions relating to any activity
contemplated by the Participant Agreement or any other notice, request or
instruction on behalf of the Authorized Participant pursuant to the Equity Gold
Trust Participant Agreement.

Authorized Participant:    _______________________




Name:        _______________________     Name:         _______________________

Title:       _______________________     Title:        _______________________

Signature:   _______________________     Signature:    _______________________


Name:        _______________________     Name:         _______________________

Title:       _______________________     Title:        _______________________

Signature:   _______________________     Signature:    _______________________



         The undersigned, [name], [title] of [company], does hereby certify that
the persons listed above have been duly elected to the offices set forth beneath
their names, that they presently hold such offices, that they have been duly
authorized to act as Authorized Persons pursuant to the Equity Gold Trust
Participant Agreement by and between [Authorized Participant] and the Trustee
and the Sponsor of the Equity Gold Trust, dated [date], and that their
signatures set forth above are their own true and genuine signatures.

         In Witness Whereof, the undersigned has hereby set his/her hand and the
seal of [company] on the date set forth below.



Subscribed and sworn to before me             By: _____________________________
this ___ day of ____________, 20___           Name:
                                              Title:

                                              Date:
--------------------------------------------        --------------
Notary Public




                                      A-1




                                    EXHIBIT B



                                EQUITY GOLD TRUST


                             FORM OF PURCHASE ORDER

Authorized Participant:    ___________________

Date:             ___________________

Submission
Number:  ___________________

PIN Number:  ___________________



Number of Fine Gold Ounces to be Delivered:
                                            -------------------------------

Number of Shares to be Issued:
                               ----------------------------------


[Additional Information Required for Purchase Order]







All Purchase Orders are subject to the terms and conditions of the Trust
Indenture of the Equity Gold Trust as currently in effect and the Equity Gold
Trust Participant Agreement between the Authorized Participant, and the Trustee
and the Sponsor named therein. All representations and warranties of the
Authorized Participant set forth in such Equity Gold Trust Participant Agreement
are incorporated herein by reference.

The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Person under the Equity Gold Trust Participant Agreement and
that he/she is authorized to deliver this Purchase Order Form to the Trustee on
behalf of the Authorized Participant.


Date: _________________              By: _____________________________
                                     Name:
                                     Title:



                                      B-1




                                    EXHIBIT C

                                EQUITY GOLD TRUST


                            FORM OF REDEMPTION ORDER


Authorized Participant:    ___________________

Date:             ___________________

Submission
Number:  ___________________

PIN Number:  ___________________




Number of Shares to be Redeemed:
                                 ------------------------------------------


Number of Fine Gold Ounces to be Returned:
                                           --------------------------------


[Additional Information Required for Redemption Order]





All Redemption Orders are subject to the terms and conditions of the Trust
Indenture of the Equity Gold Trust as currently in effect and the Equity Gold
Trust Participant Agreement between the Authorized Participant and the Trustee
and the Sponsor named therein. All representations and warranties of the
Authorized Participant set forth in such Equity Gold Trust Participant Agreement
are incorporated herein by reference.

The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Person under the Equity Gold Trust Participant Agreement and
that he/she is authorized to deliver this Redemption Order Form to the Trustee
on behalf of the Authorized Participant.


Date: _________________                   By: _____________________________
                                          Name:
`                                         Title:






                                       C-1