EQUITY GOLD TRUST (Form: S-1/A, Received: 09/26/2003 17:18:11)

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, printing and mailing costs, legal and audit fees, 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 30 ^th day following the commencement of trading of the Shares on the NYSE. For the period from the 31 ^st 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 (without deduction of any Trust 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 formation when the NAV of the Trust is less than $350 million. The Trustee may also terminate the Trust upon the agreement of the owners of beneficial interests in the Shares (Shareholders) owning at least 66 2/3% of the outstanding Shares.

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

As filed with the Securities and Exchange Commission on September 26, 2003

Registration No. 333-105202

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO

Form S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EQUITY GOLD TRUST

SPONSORED BY WORLD GOLD TRUST SERVICES, LLC

(Exact name of Registrant as specified in its charter)


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

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

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

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, 3 ^rd 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 (a Basket is 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 for an ounce of gold as set on the date of the formation of the Equity Gold Trust by the afternoon session of the twice daily fix of the price of an ounce of gold which starts at 3:00 pm London, England time and is performed by the five members of the London gold fix. The price of gold used to calculate the proposed maximum offering price per share is based upon the afternoon gold price fix in London 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 (Trust) will issue Equity Gold Shares (Shares) which represent units of fractional undivided beneficial interest in and ownership of the Trust. World Gold Trust Services, LLC is the sponsor of the Trust (Sponsor), The Bank of New York is the trustee of the Trust (Trustee), and HSBC Bank USA is the custodian of the Trust (Custodian). The Trust intends to issue additional Shares on a continuous basis through its Trustee.

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

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 (NYSE) under the symbol "GLD."

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

Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of the securities offered in this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 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 Securities 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 is expected to 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 a price for an ounce of gold of $•. This price is the price for an ounce of gold as set on •, 2003, the date on which the Trust was formed, by the afternoon session of the twice daily fix of the price of an ounce of gold which starts at 3:00 pm London, England time and is performed by the five members of the London gold fix (London PM Fix). See "Operation of the Gold Bullion Market – The London Bullion Market" for a description of the operation of the London gold price fix.

(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 Investment Bank

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
Glossary of Defined Terms		ii
Prospectus Summary		1
Risk Factors		7
Use of Proceeds		13
Overview of the Gold Industry		14
Operation of the Gold Bullion Market		19
Analysis of Movements in the Price of Gold		22
Business of the Trust		24
Description of the Trust		30
The Sponsor		32
The Trustee		33
The Custodian		34
Description of the Shares		35
Custody of the Trust's Gold		37
Description of the Custody Agreements		39
Creation and Redemption of Shares		43
Description of the Trust Indenture		47
United States Federal Tax Consequences		57
ERISA and Related Considerations		61
Plan of Distribution		62
Report of the Independent Auditors		64
Statement of Financial Condition		65
Legal Matters		66
Experts		66
Where You Can Find More Information		66

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.

Glossary of Defined Terms

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

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

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

"Authorized Participant" — A person who (1) is a registered broker-dealer or other securities market participant, (2) is a participant in DTC, (3) has entered into a Participant Agreement with the Trustee and (4) has established an Authorized Participant Unallocated Account with the Custodian. Only Authorized Participants may place orders to create or redeem one or more Baskets.

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

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

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

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

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

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

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

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

"Custodian" — HSBC Bank USA, a New York banking corporation and a market maker, clearer and approved weigher under the rules of the LBMA.

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

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

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

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

"ERISA" — The Employee Retirement Income Security Act of 1974, as amended.

"Evaluation Time" — The time when the Trustee will evaluate the gold held by the Trust and determine both the NAV and the ANAV of the Trust, which is currently 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 New York time on such day. For purposes of making these calculations, a "business day" means any day other than a day when either the NYSE is closed for trading or banks are authorized to close in New York City.

"Exchange Act" — The Securities Exchange Act of 1934, as amended.

"FSA" — The Financial Services Authority, an independent non-governmental body which exercises statutory regulatory power under the FSM Act.

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

"GFMS" — Gold Fields Mineral Services Ltd.

"HSBC" — HSBC Bank USA, a New York banking corporation and a market maker, clearer and approved weigher under the rules of the LBMA. HSBC is the custodian of the Trust's gold.

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

"Initial Purchaser" — UBS Securities LLC, purchaser of the seed Basket and the initial Baskets, as described on the front page of this prospectus.

"IRA" — Individual retirement account.

"IRS" — Internal Revenue Service.

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

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

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

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

"METI" — Japan's Ministry of Economy, Trade and Industry.

"NASD" — National Association of Securities Dealers.

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

"Non-US Shareholder" — A shareholder that is not a US Shareholder.

"NYSE" — The New York Stock Exchange.

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

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

iii

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

"Plans" — 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 section 4975 of the Code.

"SEC" — The Securities and Exchange Commission.

"Securities Act" — The Securities Act of 1933, as amended.

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

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

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

"TOCOM" — The Tokyo Commodity Exchange.

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

"Trust" — The Equity Gold Trust, an investment trust, formed on • , 2003 under New York law pursuant to the Trust Indenture.

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

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

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

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

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

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

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

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

Prospectus Summary

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

TRUST STRUCTURE

The Trust is an investment trust, formed on •, 2003 under New York law pursuant to a Trust Indenture (Trust Indenture). The Trust holds gold and will from time to time issue Baskets in exchange for deposits of gold and distribute gold in connection with redemptions of Baskets. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the Trust's expenses. For many investors, the Shares will represent a cost effective investment in gold. The material terms of the Trust are discussed in greater detail under the section "Description of the Trust Indenture" beginning on page [46]. Shares represent units of fractional undivided beneficial interest in and ownership of the Trust and are expected to be traded under the ticker symbol GLD on the NYSE. The Trust 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. The Sponsor is a Delaware limited liability company and was formed on July 17, 2002. Under the Delaware limited liability law and the governing documents of the Sponsor, the WGC, the sole member of the Sponsor, is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason of being the sole member of the Sponsor.

The Sponsor is responsible for establishing the Trust and for the registration of the Shares. The Sponsor will oversee the Trust's administration and will exercise oversight over the Trust's service providers. The Sponsor will not exercise day-to-day oversight over the Trustee or the Custodian. The Sponsor may remove the Trustee and appoint a successor (1) if the Trustee commits certain willful bad acts in performing its duties, (2) if the Trustee's creditworthiness has materially deteriorated or (3) the Trustee's negligent acts or omissions have had a materially adverse effect on the Trust or the interests of Shareholders and the Trustee has not cured the material adverse effect within a certain period of time and established that such material adverse effect will not recur. See "Description of the Trust Indenture — The Trustee — Resignation, discharge and removal of Trustee; successor trustees" for more information. The Sponsor may remove the Custodian and appoint a successor as long as the removal does not adversely affect the Trustee's ability to perform its duties. The Sponsor will be responsible for and will oversee any marketing of the Shares. 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 general role and responsibilities of the Sponsor are further discussed in "The Sponsor."

The Trustee is The Bank of New York (BNY) and the Custodian is HSBC Bank USA (HSBC).

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

The Custodian is responsible for safekeeping for the Trust gold deposited with it by Authorized Participants in connection with the creation of Baskets. The Custodian also facilitates the transfer of gold

in and out of the Trust through gold accounts it will maintain for Authorized Participants and the Trust. The Custodian is a market maker, clearer and approved weigher under the rules of the London Bullion Market Association (LBMA). The general role and responsibilities of the Custodian are further described in "The Custodian" and "Custody of the Trust's Gold."

A detailed description of certain specific roles and responsibilities of the Trustee and the Custodian are set forth in "Description of the Trust Indenture" and "Description of the Custody Agreements."

TRUST OVERVIEW

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

•

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

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

PRINCIPAL OFFICES

The Trust's office is located at 444 Madison Avenue, 3 ^rd Floor, New York, New York 10022 and its telephone number is (212) 317-3800. The Sponsor's office is located at 444 Madison Avenue, New York, New York 10022. The Trustee has a trust office at 101 Barclay Street, Floor 6E, New York, New York 10286. 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.
Use of proceeds				Proceeds received by the Trust from the issuance and sale of Baskets, including the seed Basket and the initial Baskets (as described on the front page of this prospectus), will consist of gold deposits and, possibly from time to time, cash. Pursuant to the Trust Indenture, during the life of the Trust such proceeds will only be (i) held by the Trust, (ii) distributed to Authorized Participants in connection with the redemption of Baskets or (iii) sold as needed to pay the Trust's ongoing expenses.
New York Stock Exchange symbol				GLD
CUSIP				294686
Creation and redemption				The Trust expects to create and redeem the Shares on a continuous basis but only in one or more Baskets (a Basket equals 100,000 Shares). 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 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 expects to issue additional Shares on a continuous basis in Baskets to Authorized Participants. See "Creation and Redemption of Shares" for more details.
Net Asset Value				The NAV of the Trust is the aggregate value of the Trust's assets less its liabilities (which include accrued expenses). In determining the NAV of the Trust, the Trustee will value the gold held by the Trust based on the London PM Fix price. The Trustee will make this determination on each business day at the earlier of the London PM Fix for the day or 12:00 PM New York time. If no London PM Fix is made on a particular business day or if the London PM Fix has not been announced by 12:00 PM New York time on a particular business day, the next most recent London PM Fix will be used in the determination of the NAV of the Trust. The Trustee will also determine the NAV per Share, which equals the NAV of the Trust, divided by the number of outstanding Shares.

•

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

•

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

•

The NAV of the Trust remains less than • 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.

Summary Financial Condition

As of the opening of business on •, 2003, the NAV of the Trust was $• and the NAV per Share was $•. See "[Form of] Statement of financial condition" elsewhere in this prospectus.

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 Sponsor expects the value of an investment in the Shares 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 irrespective of whether the trading price of the Shares rises or falls in response to changes in the price of gold.

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

Investors should be aware that the gradual decline in the amount of gold represented by the Shares will occur regardless of whether the trading price of the Shares rises or falls in response to changes in the price of gold. In other words, the amount of gold represented by the Shares is independent of the value of the gold held by the Trust.

Expenses of the Trust may be higher than anticipated, thus reducing the NAV of the Trust more rapidly than anticipated and adversely affecting the value of the Shares.

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 of the Trust, if additional or increased expenses arise, or extraordinary expenses occur, the Trust will bear such additional expense, resulting in a decrease in the NAV of the Trust more rapidly than the Sponsor anticipates, which will adversely affect the value of the Shares.

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

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

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

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

The Shares are a new 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 be required to terminate and liquidate at a time that is disadvantageous to Shareholders.

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

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

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

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

The Sponsor 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 30 ^th 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. 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 foreseeable operational costs and expenses are underwritten by the WGC's members through the end of 2003. The Sponsor's current and reasonably foreseeable operational costs and expenses 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 an investment trust, the Shares have none of the statutory rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring "oppression" or "derivative" actions). In addition, Shares have limited voting and distribution rights. 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 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

Risk Factors

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 which, in turn, could adversely affect the price of the Shares.

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

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

The Trust's gold is not insured under an all-risk policy of insurance. Consequently, a loss may be suffered with respect to the gold which is not covered by insurance and for which no person is liable in damages.

The liability of the Custodian for loss to the gold is limited. Under the Allocated Bullion Account Agreement and the Unallocated Bullion Account Agreement (together, the Custody Agreements), the Custodian is not liable for losses that are not the direct result of its own negligence (or, with respect to the Unallocated Bullion Account Agreement, gross negligence), fraud or willful default in the performance of its duties. The Custodian is not liable for losses which are the result of the acts or omissions of its subcustodians if it has selected the subcustodians with reasonable care. Thus, in the event of a loss caused by the failure of a subcustodian to exercise due care in the safekeeping of the Trust's gold, the Trust may not have recourse to the Custodian for damages and may only have recourse to the subcustodian. Generally, subcustodians will be liable for their own failure to exercise due care in the safekeeping of the Trust's gold and for the failure by any of their own subcustodians to exercise due care.

If the Trust's gold is lost, damaged, stolen or destroyed under circumstances rendering a party liable to the Trust, the responsible party may not have the financial resources sufficient to satisfy the Trust's claim. For example, as to a particular event of loss, the only source of recovery for the Trust might be limited to the Custodian or one or more subcustodians or, to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of the Trust. 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. In addition, subcustodians of the Custodian and subcustodians of the Custodian's subcustodians are not required under the customs and practices of the London bullion market, and will not be required by the Custodian or the Trustee, to be insured or bonded with respect to their custodial activities.

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

Although the Custodian is responsible for allocating gold bullion which meets the LBMA's standards for gold bars delivered in settlement of a gold trade (London Good Delivery Standards) to the Trust in connection with the creation of a Basket, 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 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 Basket, the Trust may suffer a loss. The London Good Delivery Standards are described in "Operation of the Gold Bullion Market — The London Bullion Market."

Risk Factors

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

Under the Allocated Bullion Account Agreement described in "Description of the Custody Agreements," the Custodian may appoint from time to time one or more subcustodians to hold the Trust's gold. The subcustodians which the Custodian currently uses are the Bank of England and LBMA market-making members that provide bullion vaulting and clearing services to third parties. The Custodian is required under the Allocated Bullion Account Agreement to use reasonable care in appointing its subcustodians. These subcustodians may in turn appoint further subcustodians but the Custodian is not responsible for their selection of further subcustodians. Beyond using reasonable care in selecting subcustodians and limiting those subcustodians it selects to the Bank of England and the LBMA members described above, the Custodian does not undertake to monitor the performance by subcustodians of their custody functions or their selection of further subcustodians. The Trustee does not undertake to monitor the performance of any subcustodian. See "Custody of the Trust's Gold" for more information about subcustodians that may hold the Trust's gold.

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

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

If the Custodian becomes insolvent, gold held in the Trust's unallocated gold account 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 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.

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. If such information turns out to be incorrect, Shares may be issued in exchange for an amount of gold which is more or less than the amount of gold which is required to be deposited with the Trust.

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

Risk Factors

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 or (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 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.

Use of Proceeds

Proceeds received by the Trust from the issuance and sale of Baskets, including the seed Basket and the initial Baskets (as described on the front page of this prospectus), will consist of gold deposits and, possibly from time to time, cash. Pursuant to the Trust Indenture, during the life of the Trust such proceeds will only be (i) held by the Trust, (ii) distributed to Authorized Participants in connection with the redemption of Baskets or (iii) sold as needed to pay the Trust's ongoing expenses.

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 established by the London Good Delivery Standards, described in "Operation of the Gold Bullion Market — The London Bullion Market."

The gold mining company pays the refinery a fee, and then sells the bars to a bullion dealer. In some cases, the refinery may buy the gold from the mining company, thus effectively operating as a bullion dealer. Bullion dealers in turn sell the gold to manufacturers of jewelry or industrial products containing gold. Both the sale by the mine and the purchase by the manufacturer will frequently be priced with reference to the London gold price fix, which is widely used as the price benchmark for 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 consign gold out to a manufacturer. In these cases, the gold will be stored in a secured vault on the premises of the manufacturer, who will use these consignment stocks for fabrication into products as needed. The actual sale of the gold from the bullion dealer to the manufacturer only takes place at the time the manufacturer sells the product, either to a distributor, a retailer or the customer.

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

GOLD SUPPLY AND DEMAND

Gold is a physical asset that is accumulated, rather than consumed. As a result, virtually all the gold that has ever been mined still exists today in one form or another. 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 1.8% per year on average for the 10 years ending December 2002. When used in this prospectus, "tonne" refers to one metric tonne, which is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.

Existing stocks 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 10 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 10 years which is based on information reported in the GFMS Gold Survey 2003 .


Supply	1993		1994			1995			1996			1997			1998		1999		2000			2001			2002
												(Tonnes)
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 ¹		246		(203	)		(92	)		(102	)		(275	)		191		154		(357	)		(61	)		128

(1)

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 or "WAG", announced during the International Monetary Fund meetings in Washington, DC on September 26, 1999, is a voluntary agreement among key central banks to clarify their intentions with respect to their gold holdings. The signatories to the agreement were the European Central Bank and 14 other central banks. These institutions agreed not to enter the gold market as sellers except for already decided sales, which were to be achieved through a five year program that limited annual sales to approximately 400 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 at December 2002.

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

Net producer hedging

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

The following illustration details a typical 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

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

GLOBAL OVER-THE-COUNTER MARKET

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

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, a division of the New York Mercantile Exchange. 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 10 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"

Operation of the Gold Bullion Market

published by the LBMA. Gold bars meeting these requirements are described in this prospectus from time to time as "London Good Delivery Bars." The unit of trade in London is the troy ounce, whose conversion between grams is: 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 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. On June 6, 2003, TOCOM adopted a similar clearance system. In each case, the exchange acts as a counterparty for each member for clearing purposes.

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 or her 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 also be aware that past movements in the gold price are not indicators of future movements. This section of the prospectus identifies recent trends in the movements of the gold price and discusses some of the important events which have influenced these movements.

The following chart provides historical background on the price of gold. The chart illustrates movements in the price of gold in US dollars per ounce over the period from January 1971 to August 29, 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 August 29, 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). In the beginning of 2003, the gold price rose to a high fix of $385.00 per ounce (the morning fix on February 5, 2003). The price then dipped to a low fix of $319.75 per ounce (the morning fix of April 7, 2003) before rising towards $370 per ounce at the end of May 2003, consolidating and then increasing to trade again near the recent high range of prices, registering a fix of $390.70 per ounce on the afternoon of September 25, 2003.

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 remained influential during the Fall 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 tensions between Pakistan and India 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 also contributed to the increases in the gold price over the period, and the retracement of such increases under bouts of profit taking when tensions appeared to be easing. However, the risk-averse investors have generally not left the market. Volatility in the price also deterred potential jewelry purchasers in price sensitive markets from entering the market, as many of these buyers prefer to wait for stable times. These purchasers have, however, returned to the market each time the price has stabilized and have, as they have been in the past, been prepared to adapt to new price ranges as and when necessary.

Business of the Trust

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

THE CASE FOR INVESTING IN GOLD

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

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

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

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.

Business of the Trust

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

•

Easily Accessible. Investors can access the gold market through a traditional brokerage account 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.

•

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.

SECONDARY MARKET TRADING

While the Trust's investment objective is for the Shares to reflect the performance of gold bullion, less the expenses of the Trust, the Shares may trade in the secondary market on the NYSE at prices that are lower or higher relative to their NAV per Share. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between the major gold markets and the NYSE. While the Shares will trade on the NYSE until 4:00 PM New York time, liquidity in the OTC market for gold will be reduced after the close of the COMEX at 1:30 PM New York time. As a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may widen.

LICENSE AGREEMENT

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

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 including the Custodian's fee, VAT payable with respect to custody services, printing and mailing costs, legal and audit fees, SEC registration fees and the NYSE listing fees. The Sponsor will pay the costs of the Trust's organization and the initial sale of the Shares, including the applicable SEC registration fees. 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

Business of the Trust

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 (without deduction of any Trust 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 31 ^st 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 30 ^th day following the commencement of trading of the Shares on the NYSE.

Anticipated Ordinary Operating Expenses of the Trust


	Adjusted NAV (1)
Expenses	$500m		$1,000m		$5,000m		$10,000m
	(% of Adjusted NAV)
Custody Fee(2)		0.10		0.10		0.10		0.10
Trustee Fee(3)		0.10		0.05		0.04		0.02
Administration Costs (4)		0.10		0.05		0.01		0.005
Sponsor Fees (5)		—		0.05		0.05		0.05
TOTAL		0.30		0.25		0.20		0.175

(1)

Assumed average and end-period amount of Trust assets. The Trustee fees and Sponsor fees are are based on the ANAV of the Trust, calculated and payable at the end of each month. For the calculation of ANAV see "Description of the Trust Indenture — Valuation of Gold Definition of Net Asset Value and Adjusted Net Asset Value". During the first year from the commencement of trading of the Shares on the NYSE, for the first month no expenses will be charged to the Trust and for the remaining 11 months the expenses to be charged to the Trust each month will be capped at 0.025% of the average daily value of the Trust's assets. These reduced fee and expense arrangements are not reflected in the above table.

(2)

Custody fees are (i) with respect to the Allocated Bullion Account Agreement, .05% per annum of the aggregate average daily value of the Trust Allocated Account and Trust Unallocated Account plus value added tax and (ii) with respect to the Unallocated Bullion Account Agreement, .04% per annum of the aggregate average daily value of the Trust Allocated Account and Trust Unallocated Account.

(3)	Trustee fees are 0.02% per annum of the first $10 billion of average daily ANAV, subject to a minimum annual fee of $0.5 million. The cost of custody services is 0.09875% per annum based on the daily value of the gold in the Trust.

(4)

Administration costs are estimated to be approximately $0.5 million. 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. Administration costs will be reduced in the first year, as discussed in note (3).

(5)	Sponsor fees are 0.05% per annum of ANAV but no fee is payable if the ANAV is below $1 billion. Although the Sponsor fee only commences after the 30th day following commencement of trading of the Shares on the NYSE, the table assumes the fee is payable for a full year.

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

Business of the Trust

Pro Forma Impact of Trust Expenses

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

The following tables demonstrate 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) 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."

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

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

Business of the Trust

Calculation of NAV: Constant Price


	Year
	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
Fees and Expenses:
Custodian fees	$	1,309	$	1,306	$	1,303	$	1,300	$	1,297
Trustee fees ¹	$	500	$	500	$	500	$	500	$	500
Administration costs ³	$	510	$	510	$	510	$	510	$	510
Sponsor Fees ⁴	$	663	$	661	$	660	$	658	$	657
Total	$	2,982	$	2,977	$	2,973	$	2,968	$	2,964
Ounces of gold		4,000.000		3,991.003		3,982.020		3,973.049		3,964.093
Ounces of gold to be sold		8.997		8.984		8.970		8.957		8.943
Ending ounces of gold		3,991.003		3,982.020		3,973.049		3,964.093		3,955.149
Ending NAV	$	1,322,618	$	1,319,641	$	1,316,669	$	1,313,700	$	1,310,736
Ending NAV per share	$	33.07	$	32.99	$	32.92	$	32.84	$	32.77

(1)	Trustee fees 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 0.02% per annum of the first $10 billion of ANAV subject to a minimum annual fee of $500,000.

(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

Calculation of NAV: Increasing Price and Decreasing Price

Impact on NAV assuming different gold price movements


	Year
	1			2			3			4			5
Increasing Price Scenario
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
NAV (per share)		34.72			36.38			38.11			39.93			41.84
Decreasing Price Scenario
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	)
NAV (per share)		31.41			29.77			28.21			26.74			25.34

The Description of the Trust

The Trust is an investment trust, formed on • , 2003 under New York law pursuant to the Trust Indenture. The Trust holds gold and will from time to time issue Baskets in exchange for deposits of gold and distribute gold in connection with redemptions of Baskets. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the Trust's expenses. For many investors, the Shares will represent a cost effective investment relative to traditional means of investing in gold. The material terms of the Trust Indenture are discussed under "Description of the Trust Indenture" 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 gold held by the Trust 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; or (3) as otherwise required by law or regulation. The sale of gold by the Trust is a taxable event to Shareholders. See "United States Federal Tax Consequences — Taxation of US Shareholders."

The Trust expects to 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."

The Trustee will determine the NAV of the Trust on each business day at the earlier of the London PM Fix for such day or 12:00 PM New York time. The NAV of the Trust is the aggregate value of the Trust's assets less its liabilities (which include accrued expenses). In determining the Trust's NAV, the Trustee will value the gold held by the Trust based on the London PM Fix price for an ounce of gold. The Trustee will also determine the NAV per Share.

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 the Trust's 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 Sponsor expects that secondary market trading price of a Share will fluctuate over time in response to the price of gold. In addition, the Sponsor expects that the trading price will 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

The Description of the Trust

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 Sponsor

The Sponsor is a Delaware limited liability company and was formed on July 17, 2002. The Sponsor's office is located at 444 Madison Avenue, 3 ^rd Floor, New York, New York 10022. Under the Delaware limited liability law and the governing documents of the Sponsor, the WGC, the sole member of the Sponsor, is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason of being the sole member of the Sponsor.

The Sponsor is responsible for establishing the Trust and for the registration of the Shares. The Sponsor will oversee the Trust's administration but will not exercise day-to-day oversight over the Trustee or the Custodian. The Sponsor will regularly communicate with the Trustee to monitor the overall performance of the Trust. The Sponsor will exercise oversight over the Trust's legal, accounting and other professional service providers and, along with the Trustee, will liaise with these service providers as needed. The Sponsor, with assistance and support from the Trustee, will be responsible for preparing and filing certain periodic reports on behalf of the Trust with the SEC. The Sponsor will be responsible for and will oversee any marketing of the Shares. The Sponsor will maintain a public website on behalf of the Trust, which will contain information about the Trust and the Shares, and will oversee certain Shareholders services, such as a call center and prospectus fulfillment.

The Sponsor may direct the Trustee but only as provided in the Trust Indenture. For example, the Sponsor may direct the Trustee to sell the Trust's gold to pay expenses, to suspend a redemption order or postpone a redemption settlement date or to terminate the Trust if certain criteria is met. The Sponsor may remove the Trustee and appoint a successor (1) if the Trustee commits certain willful bad acts in performing its duties, (2) if the Trustee's creditworthiness has materially deteriorated or (3) the Trustee's negligent acts or omissions have had a materially adverse effect on the Trust or the interests of Shareholders and the Trustee has not cured the adverse effect within a certain period of time and established that such adverse effect will not recur. See "Description of the Trust Indenture — The Trustee — Resignation, discharge and removal of Trustee; successor trustees" for more information. The Sponsor may remove the Custodian, as long as the removal does not affect the Trustee's ability to perform its duties.

The Sponsor will pay the costs of the Trust's organization and the initial sale of the Shares, including the applicable SEC registration fees. After the ANAV of the Trust first reaches $1 billion (but not prior to the 31 ^st 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. 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 30 ^th day following the commencement of trading of the Shares on the NYSE.

The Trustee

BNY, a banking corporation organized under the laws of the State of New York with trust powers, will serve as the Trustee. BNY has a trust office at 101 Barclay Street, Floor 6E, New York, New York 10286. BNY is subject to supervision by the New York State Banking Department and the Board of Governors of the Federal Reserve System. Information regarding creation and redemption Basket composition, NAV of the Trust, transaction fees and the names of the parties that have each executed a Participant Agreement may be obtained from BNY by calling the following toll free number: • . A copy of the Trust Indenture is available for inspection at BNY's trust office identified above. BNY had • in capital as of June 30, 2003.

THE TRUSTEE'S ROLE

The Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust's operational records. The Trustee's principal responsibilities include (1) monitoring the Trust's on-going expenses and selling the Trust's gold as needed to pay the Trust's expenses (gold sales are expected to occur approximately monthly in the ordinary course), (2) calculating the NAV of the Trust and NAV per Share, (3) receiving and processing orders from Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Custodian and DTC, and (4) overseeing the Custodian.

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

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 (without deduction of any Trust expenses). The Trustee and the Sponsor have a separate agreement concerning payment by the Sponsor of compensation to the Trustee for this period.

Subject to the periods described above when the Trustee receives no fee or a reduced fee, the Trustee will receive an annual fee which is based on the daily ANAV of the Trust. The annual fee is equal to 0.02% of the first $10 billion of value, provided that the Trustee will not receive less than $500,000 per year. The Trustee's fee is payable monthly in arrears.

Subject to the periods described above when the Trustee will bear all or part of the trust's expenses, the Trustee shall charge the Trust for its expenses and disbursements incurred in connection with the Trust (including the expenses of the Custodian paid by the Trustee) and for any extraordinary services performed by the Trustee for the Trust.

The Trustee and any of its affiliates may from time to time purchase or sell Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

The Custodian

HSBC will serve as the Custodian of the Trust's gold. HSBC is a corporation organized under the laws of New York. 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. 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 had over $7.5 billion in capital as of June 30, 2003.

The global parent company of HSBC is HSBC Holdings plc, a public limited company incorporated in England.

THE CUSTODIAN'S ROLE

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

See "Description of the Custody Agreements – Fees and Expenses" for a description of the fees and expenses of the Custodian.

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

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.

DESCRIPTION OF LIMITED RIGHTS

The Shares do not represent a traditional investment and you should not view them as similar to "shares" of a corporation. 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 at least 66 2/3% of the Shares outstanding may vote to remove the Trustee. The Trustee may terminate the Trust upon the agreement of Shareholders owning at least 66 2/3% of the outstanding Shares. In addition, certain amendments to the Trust Indenture 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, either directly or indirectly, a custodial relationship with a DTC Participant (Indirect Participants), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the Shares through DTC Participants or Indirect Participants. Shares are only

Description of the Shares

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

Custody of the Trust's Gold

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

The Custodian, as instructed by the Trustee, is authorized to accept, on behalf of the Trust, deposits of gold in unallocated form. Acting on standing instructions given by the Trustee, the Custodian will allocate gold deposited in unallocated form with the Trust by selecting bars of gold bullion 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 credited to the Trust Unallocated Account at the end of a business day (which will be no more than 430 ounces), the gold deposited with the Trust will be held in the Trust Allocated Account.

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

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

Under the Allocated Bullion Account Agreement entered into with the Custodian, and under applicable United Kingdom law, the Custodian and any subcustodians are required to exercise reasonable care in their safekeeping of gold. Under applicable United Kingdom common law, the subcustodians employed by the Custodian are liable for the failure to exercise reasonable care by the further subcustodians which they employ. In the event of a loss caused by the failure of the Custodian or a subcustodian to exercise reasonable care, the Trustee, with respect to any failure by the Custodian or a subcustodian, and the Custodian, with respect to any failure by a subcustodian, shall have the right and the obligation to seek recovery with respect to the loss.

Under the customs and practices of the London bullion market, allocated gold is held by custodians and subcustodians under arrangements that permit each entity for which gold is being held (1) to request from the entity's custodian (and a custodian or subcustodian to request from its subcustodian) a list identifying each gold bar being held and a separate advice identifying the particular custodian or subcustodian holding the gold bar and (2) to request the entity's custodian to release the entity's gold within two business days following demand for release. Each custodian or subcustodian is obligated to provide the bar list and advice referred to in (1) above, and each custodian is obligated to release gold as requested. The Custodian will request bar lists from its subcustodians at least once a month. Under United Kingdom law, unless otherwise provided in the applicable custody agreement, if any, a custodian is liable to its customer for failing to release the customer's gold upon demand.

The Custodian, the Bank of England and the other custodians that are LBMA market-making members providing bullion vaulting and clearing services to third parties are not required under the customs and practices of the London bullion market, and will not be required by the Trustee, to be insured or bonded

Custody of the Trust's Gold

with respect to their custodial activities. While the Custodian does maintains insurance with regard to its business, the Trust will not be a beneficiary of such insurance and does not have the ability to dictate the nature or amount of the coverage.

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 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 Bullion Account Agreement (Allocated Bullion Account Agreement) between the Trustee and the Custodian establishes the Trust Allocated Account. The Unallocated Bullion Account Agreement (Unallocated Bullion Account Agreement) between the Trustee and the Custodian establishes the Trust Unallocated Account. The following is a description of the material terms of these 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.

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

SUBCUSTODIANS

Under the Allocated Bullion Account Agreement, the Custodian may select subcustodians to perform any of its duties. 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 require 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.

Description of the Custody Agreements

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 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.

WITHDRAWALS OF GOLD DIRECTLY FROM THE TRUST ALLOCATED ACCOUNT

Upon the Trustee's instruction, the Custodian will debit gold from the Trust Allocated Account and make the gold available for collection by the Trustee or, if separately agreed, for delivery by the Custodian in accordance with its usual practices, 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, such as if the Custodian was replaced or if, for some unforeseen reason, it was not possible to transfer gold in unallocated form. The Custodian will not be obliged to effect any requested delivery if, in its reasonable opinion, 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.

Description of the Custody Agreements

RIGHT TO REFUSE TRANSFERS OR AMEND TRANSFER PROCEDURES

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

FEES AND EXPENSES

For the Custodian's services under the Unallocated Bullion Account Agreement and in connection with the Custodian's processing of orders to create and redeem Baskets, the Custodian shall receive from the Trust an annual fee equal to 0.04% of the average daily aggregate value of the gold held in the Trust Allocated Account and the Trust Unallocated Account.

For the Custodian's services under the Allocated Bullion Account Agreement, the Custodian shall receive from the Trust an annual fee equal to 0.05% of the average daily aggregate value of the gold held in the Trust Allocated Account and the Trust Unallocated Account.

The Trust will pay on demand all costs, charges and expenses (other than any United Kingdom value added tax payable on its fee under the Unallocated Bullion Account Agreement) 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 to the Custodian under the Unallocated Bullion Account Agreement shall be deemed inclusive of United Kingdom value added tax and any other tax of similar fiscal nature, and all sums paid to the Custodian under the Allocated Bullion Account Agreement shall be deemed exclusive of any of the foregoing taxes.

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, 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.

INDEMNITY

The Trust will, solely out of the Trust's assets, indemnify the Custodian, its offices, directors, employees and affiliates (on an after tax basis) on demand against all costs and expenses, damages, liabilities and losses which the Custodian 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, willful default or fraud.

Description of the Custody Agreements

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.

TERMINATION

The Trustee and the Custodian may each terminate any Custody Agreement upon 90 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. Such consent is not required for any person to assert a claim of New York jurisdiction over the Trustee or the Custodian.

Creation and Redemption of Shares

The Trust will create and redeem Shares on a continuous basis, but only in one or more Baskets (a Basket equals 100,000 Shares). 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 Sponsor and the Trustee. The Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of the gold and any cash required for such creations and redemptions. Prior to initiating any creation or redemption order, an Authorized Participant must have entered into an agreement with the Custodian to establish an Authorized Participant Unallocated Account in London (Participant Unallocated Bullion Account Agreement). Authorized Participant Unallocated Accounts may only be used for transactions with the Trust. An Authorized Participant will bear all credit risk associated with its unallocated account. Authorized Participants will pay a transaction fee to the Trustee for each order they place 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. The form of Participant Unallocated Bullion Account Agreement is attached as an attachment to the form of Participant Agreement. See "Where You Can Find More Information" for information about where you can obtain the registration statement.

CREATION PROCEDURES

On any business day, an Authorized Participant may place an order with the Trustee to create one or more Baskets. For purposes of processing both purchase and redemption orders, a business day means any day other than a day (1) when the NYSE is closed for regular trading, (2) when banks are authorized to close in New York City or (3), 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, (A) when banks are authorized to

Creation and Redemption of Shares

close in the United Kingdom or when the London gold market is closed or (B) when banks in the United Kingdom are, or the London gold market is, not open for a full business day and the transaction requires the execution or completion of procedures which cannot be executed by the close of the business day. The day on which the Trustee receives a valid purchase order is the purchase order date.

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

Determination of required deposits

The total deposit required to create each Basket (Creation Basket Deposit) will be an amount of gold and cash, if any, that is in the same proportion to the total assets of the Trust (net of accrued but unpaid expenses) on the date the order to purchase is properly received as the number of Shares to be created in respect of the deposit bears to the total number of Shares outstanding on the date the order is received.

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

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 0.001 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 will use best efforts to complete the transfer of gold to the Trust Allocated Account prior to the time by which the Trustee is to credit the Basket to the Authorized Participant's DTC account; if, however, such transfers have not been completed by such time, the Basket will be delivered against receipt of the gold deposit amount by the Trust Unallocated Account. See the Risk Factor entitled "If the Custodian becomes insolvent, gold held in the Trust's unallocated account would represent an unsecured claim..."

Because gold is allocated only in multiples of whole bars, the amount of gold allocated from the Trust Unallocated Account to the Trust Allocated Account may be less than the total fine ounces of gold credited to the Trust Unallocated Account. Any balance will be held in the Trust Unallocated Account. The Custodian will 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.

Creation and Redemption of Shares

Rejection of purchase orders

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

•

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

•

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

•

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

•

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

Neither the Trustee nor the Sponsor will be liable for the rejection of any purchase order or Creation Basket Deposit.

REDEMPTION PROCEDURES

The procedures by which an Authorized Participant can redeem one or more Baskets will mirror the procedures for the creation of Baskets. On any business day, an Authorized Participant may place an 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. 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 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 9:00 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, the redemption distribution will be delivered on the next business day if the Trustee receives the fee applicable to the extension of the redemption distribution date as the Trustee may, from time to time, determine and the Shares to be redeemed are credited to the Trustee's DTC account by 9:00 AM New York time on such next business day, otherwise the redemption order shall be cancelled. The Trustee is also authorized to deliver the redemption distribution notwithstanding that the Shares to be redeemed are not credited to the Trustee's

Creation and Redemption of Shares

DTC account by 9:00 AM New York time on the third business day following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Shares on such terms as the Sponsor and the Trustee may from time to time agree upon.

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

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 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 reduced, increased or otherwise changed upon 60 day's prior notice by the Trustee with the consent of the Sponsor. The Trustee shall notify DTC of any agreement to change the transaction fee and will not implement the change for the redemption of Baskets until 30 days after the date of the notice. A transaction fee may not exceed 0.10% of the value of a Basket at the time the creation and redemption order is accepted.

TAX RESPONSIBILITY

Authorized Participants are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of Baskets and agree to indemnify the Sponsor, the Trustee and the Trust if they are required by law to pay any such tax.

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 United States Internal Revenue Code of 1986, as amended (Code), to apply, a banking institution as defined in Section 408(n) of the 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 or desirable 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), if available. The Trustee will have no responsibility or liability for the actions or omissions of the Book Entry System, DTC or any Clearing Agency.

Limitation on trustee's liability

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

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

Description of the Trust Indenture

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.

Taxes

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

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 custodians for the custody of gold and related services, agents, attorneys, accountants, auditors or other professionals, and expenses reimbursable to any custodian under a custody agreement authorized by the Trust Indenture, exclusive of fees for services to be performed by the Trustee, will be expenses of the Trust. Fees paid for 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 (1) incurred without (A) gross negligence, bad 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 the administration of the Trust or related to any offer or sale of Shares and without (B) reckless disregard on the part of the indemnified party of its obligations and duties under the Trust Indenture or (2) related to any filings or submissions, or the failure to make any filings or submissions to the SEC concerning the Shares, except where the loss, liability or expense arises out of any written information provided by the Trustee to the Sponsor for any such filings or submissions. Such indemnity shall include payment from the Trust of the costs and expenses incurred by the indemnified party in investigating or defending itself against any claim or liability. Any amounts payable to an indemnified party may be payable in advance or will be secured by a lien on the Trust.

Resignation, discharge or removal of trustee; successor trustees

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

The Sponsor may remove the Trustee and appoint a successor Trustee if it determines that (1) the Trustee is guilty of willful misconduct or malfeasance or willful disregard of its duties under the Trust Indenture, (2) the Trustee has acted in bad faith in performing its duties under the Trust Indenture, (3) there has occurred a material deterioration in the creditworthiness of the Trustee or (4) there has occurred one or more negligent acts or omissions on the part of the Trustee which have a material adverse effect, either singly or together, on the Trust or the interests of the Shareholders and the Trustee has not, within 15 days of receipt of the Sponsor's notice of such material adverse effect, (A) cured such adverse effect or responded to the notice explaining the steps it will take to cure such material adverse effect and cures such adverse effect within 30 days from the date of the notice and (B) established, to the Sponsor's satisfaction, that such act or omission (or acts or omissions) will not recur. Shareholders representing at least 66 2/3% of the Shares then outstanding may at any time remove the Trustee.

Description of the Trust Indenture

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 DTC Participants for distribution to the Shareholders.

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

If the Trustee is removed or resigns and no successor trustee is appointed within 60 days after the date notice of removal is received by the Trustee or the 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 direct the Trustee to employ one or more other custodians in addition to or in replacement of the Custodian, provided that the Sponsor may not direct the employment of a successor custodian (unless in replacement of the initial custodian) or an additional custodian if the employment would materially affect the Trustee's ability to perform its duties. 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 fees payable to the Custodian under the Custody Agreements, 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 reasonable action as the Sponsor will direct, or, if the Sponsor has not given direction within one business day, the Trustee will initiate action to remove the gold from the custody of such custodian or 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 in favor of the Trustee or its creditors, except a claim for payment of services, advances, indemnities and expenses by the Trustee in providing services as trustee or, in the case of cash deposits held by the Trustee, liens or rights in favor of creditors of the Trustee arising under bankruptcy, insolvency or similar laws.

Description of the Trust Indenture

THE SPONSOR

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 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 (1) the Trustee appoints a successor sponsor to assume, with appropriate compensation from the Trust, the duties and obligations of the Sponsor, (2) the Trustee agrees to act as sponsor succeeding to all the rights and duties of the Sponsor without appointing a successor sponsor, or (3) 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 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

Description of the Trust Indenture

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 New York time on such day (Evaluation Time), the Trustee will evaluate the gold held by the Trust and determine both the ANAV and the NAV of the Trust. 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 of the Trust 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.

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 of the Trust 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, DTC, the Shareholders or any other person 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 30 ^th 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 (without deduction of any Trust 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.

Description of the Trust Indenture

Trustee's fee and expenses

Subject to the periods described above when the Trustee will bear all or part of the Trust's expenses, the Trustee shall also charge the Trust for its expenses and disbursements incurred in connection with the Trust (including the expenses of the Custodian paid by the Trustee), exclusive of fees of agents for services to be performed by the Trustee, and for any extraordinary services performed by the Trustee for the Trust.

Sponsor's fee and expenses

After the ANAV of the Trust first reaches $1 billion (but not prior to the 31 ^st 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 30 ^th 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:

•

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

•

Fees of the Trustee for extraordinary services;

•

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

•

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

•

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

•

Amounts for indemnification of the 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."

•

Expenses incurred in contacting Shareholders upon termination of the Trust;

•

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

•

Fees paid to DTC for custody of the Shares;

•

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

•

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

•

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

Description of 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.

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 (Exchange Act). 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 and the Sponsor on behalf of the Trust, registered in the name of Cede & Co., as nominee for

Description of the Trust Indenture

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 or the Sponsor individually.

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

The rights of the Shareholders generally must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC.

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.

STATEMENTS, FILINGS AND REPORTS

At the end of each fiscal year, the Trustee will furnish to DTC Participants for distribution to each person who is a Shareholder at the end of the fiscal year an annual report containing the Trust's audited financial statements and other information about the Trust. The Trustee will also prepare, or cause to be prepared, such periodic reports of sales of the Trust's gold, on Forms 8-K or otherwise, as are required of the Trust by the Securities Act of 1933, as amended (Securities Act), the Exchange Act or other applicable securities law or regulation, and the cost of such preparation shall be an expense of the Trust. The Sponsor is responsible for the registration and qualification of the Shares under the federal securities laws and any other securities and blue sky laws of the US or any other jurisdiction as the Sponsor may select. The Sponsor will also prepare, or cause to be prepared, and file any periodic reports or updates required

Description of the Trust Indenture

under the Exchange Act other than the reports to be prepared and filed by the Trustee. The registration and qualification costs and the costs of the periodic reports prepared and filed by the Sponsor 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.

FISCAL YEAR

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

TERMINATION OF THE TRUST

The Sponsor may 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. The Trustee may also terminate the Trust upon the agreement of Shareholders owning at least 66 2/3% of the outstanding Shares.

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

•

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

•

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

•

The 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;

•

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

•

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

•

The sale of all of the Trust's assets.

The Trustee will give a notice of the termination of the Trust to DTC Participants for distribution to the Shareholders at least 20 days prior to the termination of the Trust. The Trustee will, within a reasonable time after the termination of the Trust, sell the Trust's gold and, after payment of outstanding liabilities and establishment of any reserves deemed appropriate by the Trustee for applicable taxes, other governmental charges or contingent or future liabilities, distribute the proceeds to Shareholders. The Trustee is not required to invest any proceeds it holds for distribution to the Shareholders, unless the Sponsor directs that the proceeds will be invested pending distribution.

AMENDMENTS

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

Description of the Trust Indenture

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

GOVERNING LAW; CONSENT TO NEW YORK JURISDICTION

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

United States Federal Tax Consequences

The following discussion of the material United States federal income tax consequences that generally will apply to the purchase, ownership and disposition of Shares by a US Shareholder (as defined below), and certain United States federal income, gift and estate tax consequences that may apply to an investment in Shares by a Non-US Shareholder (as defined below), represents, insofar as it describes conclusions as to US federal tax law and subject to the limitations and qualifications described therein, the opinion of Carter, Ledyard & Milburn LLP, special United States federal tax counsel to the Sponsor. The discussion below is based on the Code, Treasury Regulations promulgated under the Code and judicial and administrative interpretations of the Code, all as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their own particular circumstances. Certain Shareholders (including broker-dealers, traders or other investors with special circumstances) may be subject to special rules not discussed below. In addition, the following discussion applies only to investors who will hold Shares as "capital assets" within the meaning of 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 15% rate applicable to most other long-term capital gains. For these purposes, gain recognized by an individual upon the sale of an interest in a trust that holds collectibles is treated as gain recognized on the sale of collectibles, to the extent that the gain is attributable to unrealized appreciation in value of the collectibles held by the trust. Therefore, any gain recognized by an individual US Shareholder attributable to a sale of Shares held for more than one year, or attributable to the Trust's sale of any gold bullion which the Shareholder is treated (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 Tax Consequences — Investment by Certain Retirement Plans."

Plan of Distribution

UBS Securities LLC, also called the Initial Purchaser, purchased • Shares, which comprised the seed Basket, from the Trust. In addition, pursuant to a distribution agreement between the Sponsor and the Initial Purchaser, dated •, 2003, the Initial Purchaser has agreed to purchase • Shares which comprise the initial Baskets and intends to make a public offering of the seed Basket and the initial Baskets. 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 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, 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 connection with this offering, the Initial Purchaser may engage in activities that stabilize, maintain or otherwise affect the price of the Shares, including:

•

stabilizing transactions;

•

short sales; and

•

purchases to cover positions created by short sales.

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

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

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, may be occurring. Broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it purchases a Basket from the Trust, breaks the Basket down into the constituent Shares and sells the Shares directly to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. A determination of whether one is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to categorization as an underwriter.

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

Plan of Distribution

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

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

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

Report of the Independent Auditors

[To be furnished by amendment]

Form of Statement of Financial Condition

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 the gold deposited with the Trust has been based on a price for an ounce of gold of $•. This price is the price for an ounce of gold as set by the London PM Fix on the date of the formation of the Trust.

(2)

The costs of the Trust's organization and the initial offering of the Shares, estimated at • , will be borne by the Sponsor. The Trustee has agreed to forego its fee and assume all ordinary expenses of the Trust through the 30 ^th day following the commencement of trading of the Shares on the NYSE. For the period from the 31 ^st 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."

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 Emmet, Marvin & Martin, LLP, New York, New York. Clifford Chance US LLP, New York, New York, will opine on the validity of the Shares for UBS Securities LLC.

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. 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 Exchange Act and the Sponsor and the Trustee will each, on behalf of the Trust, 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*
1.2								Form of Reimbursement Agreement
3.1								Certificate of Formation of World Gold Trust Services, LLC*
3.2								Amended and Restated Limited Liability Company Agreement of World Gold Trust Services, LLC*
4.1								Form of Trust Indenture
4.2								Form of Participant Agreement (included as Exhibit C to the Form of Trust Indenture filed as Exhibit 4.1)
4.3								Form of Payment and Reimbursement Agreement
5.1								Form of Opinion of Carter Ledyard & Milburn LLP as to legality
8.1								Form of Opinion of Carter Ledyard & Milburn LLP as to tax matters
10.1								Form of Allocated Bullion Account Agreement (included as Exhibit A to the Form of Trust Indenture filed as Exhibit 4.1)
10.2								Form of Unallocated Bullion Account Agreement (included as Exhibit B to the Form of Trust Indenture filed as Exhibit 4.1)
10.3								Form of Participant Unallocated Bullion Account Agreement (included as Attachment B to the Form of Participant Agreement included as Exhibit C to the Form of Trust Indenture filed as Exhibit 4.1)
10.4								Depository Agreement**
10.5								License Agreement
23.1								Consent of Deloitte & Touche LLP**
23.2								Consents of Carter Ledyard & Milburn LLP are included in Exhibits 5.1 and 8.1
24.1								Powers of attorney are included on the signature page to the Trust's registration statement filed with the Securities and Exchange Commission on May 13, 2003*
99.1								Balance Sheet of World Gold Trust Services, LLC**
99.2								Additional Exhibits**

* Previously filed.

** To be furnished by amendment.

(b) Financial Statement Schedules

Not applicable.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

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

(i)

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

(ii)

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

II-2

changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)

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

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

(3) 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.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on September 26, 2003.


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

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


Signature	Capacity	Date

/s/ J. Stuart Thomas	Managing Director (Principal executive officer)	September 26, 2003

J. Stuart Thomas

/s/ James Lowe	Chief Financial Officer and Treasurer (Principal financial officer and principal accounting officer)**	September 26, 2003

James Lowe


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

*	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.

**	Executed copies of the powers of attorney have been previously filed with the Securities and Exchange Commission in connection with the Registration Statement on Form S-1, filed on May 13, 2003.

II-4

EXHIBIT INDEX


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

* Previously filed.

** To be furnished by amendment.



                             REIMBURSEMENT AGREEMENT



         REIMBURSEMENT AGREEMENT (this "Agreement"), dated as of [ ], 2003,
between (i) The Bank of New York, not in its individual capacity, but solely as
trustee of the Equity Gold Trust (the "Trust"), a trust established pursuant to
that certain Trust Indenture, effective [ ], 2003 (the "Indenture"), and (ii)
UBS Securities LLC, a Delaware limited liability company ("UBS").

         Pursuant to the Indenture, the Trust hereby agrees to reimburse UBS and
such other persons as are specified in Section 8(a) of the distribution
agreement (the "Distribution Agreement"), between the Sponsor and UBS, dated [
], 2003 (the "Indemnified Persons"), to the extent the World Gold Trust
Services, LLC, a Delaware limited liability company (the "Sponsor"), does not
pay such amounts when due under Section 8(a)(i), (ii), and (iii) of the
Distribution Agreement (including any amount in contribution thereof that may be
owed to any of the Indemnified Persons pursuant to Section 8(c) thereof) (the
"Obligation"), and the Trust agrees to pay any and all expenses (including
reasonable and documented counsel fees and expenses) incurred by UBS in
enforcing its rights under this Agreement.

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

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

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

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

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

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




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

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

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

         UBS agrees to indemnify, defend and hold harmless the Trust from and
against any loss, damage, expense, liability or claim (including the reasonable
cost of investigation) which, jointly or severally, the Trust may incur under
the Securities Act of 1933, as amended, the Exchange Act of 1934, 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 to the Trust expressly for use in the
Registration Statement (as defined in the Distribution Agreement) (or in the
Registration Statement as amended by any post-effective amendment thereof by the
Trust) or in a Prospectus (as defined in the Distribution Agreement), 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.

         All notices and communications provided for hereunder shall be in
writing (including telegraphic or telecopy) and mailed, telecopied or delivered
by hand to it, if to the Trust, addressed to it at The Bank of New York,
[address], Attention: [ ] if to UBS, at UBS Securities LLC, 299 Park Avenue, New
York, NY, 10171-0026, Attention: [ ].

         This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York. The Trust hereby irrevocably and
unconditionally submits to the nonexclusive jurisdiction of any New York State
court or federal court of the United State of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement. Any amendment to this Agreement must be
agreed in writing and signed by both parties hereto.




         IN WITNESS WHEREOF, the Trust has caused this Agreement to be duly
executed and delivered as of the date first above written.


                                         The Bank of New York, as Trustee for
                                         the EQUITY GOLD TRUST

                                         By:
                                         Name:
                                         Title:


ACKNOWLEDGED:

UBS Securities LLC
By:
Name:
Title:



                                                                     Exhibit 4.1



                                    [Form of]



                                 TRUST INDENTURE
                                       OF
                                EQUITY GOLD TRUST




                          DATED AS OF __________, 2003


                                     between

                         WORLD GOLD TRUST SERVICES, LLC,
                                   as Sponsor

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee


                            EFFECTIVE ________, 2003







                                TABLE OF CONTENTS



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

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.................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.....12
     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...........................................16
     Section 3.03.  Cash Account.............................................19
     Section 3.04.  Reserve Account..........................................20
     Section 3.05.  Certain Deductions and Distributions.....................20
     Section 3.06.  Statements and Reports...................................22
     Section 3.07.  Sale of Gold or other Property...........................22
     Section 3.08.  Counsel..................................................23
     Section 3.09.  Notice to Sponsor........................................23
     Section 3.10.  Book-Entry-Only System, Global Security..................23
     Section 3.11.  Trust to be administered as Grantor Trust................26

ARTICLE IV Evaluation of Gold................................................26

     Section 4.01. Evaluation of Gold........................................26
     Section 4.02.  Responsibility of the Trustee for Evaluations............27

ARTICLE V Trust Evaluation and Redemption of Creation Baskets................27

     Section 5.01.  Trust Evaluation.........................................27
     Section 5.02. Redemption of Redemption Baskets..........................27
     Section 5.03.  Other Redemption Procedures..............................29

ARTICLE VI Transfer of Equity Gold Shares....................................29

     Section 6.01.  Transfer of Equity Gold Shares...........................29

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
     Section 7.04.  Compensation of the Sponsor..............................30

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

     Section 8.01.  General Definition of Trustee's Rights, Duties and
                      Responsibilities.......................................32

                                       i


     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...............................38
     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; Certain Securities Law Filings................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...........................44
     Section 10.05.  Indemnification of Underwriter..........................44
     Section 10.06.  Certain Matters Relating to Beneficial Owners...........45
     Section 10.07.  Prospectus Delivery.....................................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............................................46
     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 The Bank of New York, 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.

Adjusted Net Asset Value



                                      -1-


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

Agreement

         This Trust Indenture and all amendments and supplements hereto.

Allocated Bullion Account Agreement

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

Authorized Officer

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

Basket

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

Beneficial Owner

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

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, (Y) a day on which banking institutions in the United
         Kingdom or in such other jurisdiction, as the case may be, are
         authorized by law to close or a day on which the London gold market is
         closed or (z) a day on which banking institutions in the United Kingdom
         or in such other jurisdiction, as the case may be, are authorized to be
         open for less than a full business day or the London gold market is
         open for trading for less than a full business day and transaction
         procedures required to be executed or completed before the close of the
         business day may not be so executed or completed.

Cash Account

         The account created pursuant to Section 3.03.



                                      -2-


Cash Deposit

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

Cash Redemption Amount

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

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.

Custody Agreements



                                      -3-


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

Discretionary Termination Amount

         The amount specified in Section 9.01(a).

Distribution 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 interest 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, and increased or
         decreased pursuant to any split or reverse split directed by the
         Sponsor pursuant to Section 10.04.

Evaluation Time



                                      -4-


         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.

Fiscal Year

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

Global Security

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

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



                                      -5-


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

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 at or about 3:00 p.m. London, England time.

Net Asset Value

         The value of the Trust determined under Section 5.01.



                                      -6-


Net Asset Value per Equity Gold Share

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

Purchase Order

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

Purchase Order Date



                                      -7-


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

Record Date

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

Redemption Basket

         The minimum number of 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

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

Trustee Indemnified Party

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

Trust Unallocated Account

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

Unallocated Basis

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


                                      -9-


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
                  Custodian indicating, among other things, that the Custodian
                  has received Gold from Participants for the credit of the
                  Trust and has allocated such Gold to the Trust Allocated
                  Account, as described in Section 2.03(a)(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);



                                      -10-


         (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 (as described in Section 3.02(c)) and enforce
                  each Custody 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);

         (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;



                                      -11-


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

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

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

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

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

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

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

         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 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


                                      -12-


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

         Section 2.03. Subsequent Creations and Issuance of Creation Baskets.

         (a) After the Initial Deposit, the following procedures, as
supplemented by the Participant Agreement as amended from time to time, will
govern the Trustee in the creation and issuance of additional Creation Baskets.

                  (i) On any Business Day, a Participant may submit a request to
         the Trustee to create one or more Creation Baskets (such request by a
         Participant, a "Purchase Order") in the manner provided in the
         Participant Agreement. Purchase Orders must be received by the Order
         Cut-Off Time on a Business Day (the "Purchase Order Date"). The Trustee
         will process Purchase Orders only from Participants with respect to
         which the Participant Agreement is in full force and effect. The
         Trustee and the Sponsor will each maintain and make available at their
         respective offices specified in Section 10.09 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 at or shortly after 9:00 a.m. New York time on the third
         Business Day after the Purchase Order Date, but only if by such time
         the Trustee has received (A) for its own account, the Transaction Fee,
         (B) for the account of the Trust the Cash Deposit (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 (i) the
         Custodian has received for the account of the Trust to the credit of
         the Trust Unallocated Account (or other Custody Account provided for in
         the relevant Custody Agreement), from the Participant Unallocated
         Account (or other account of the Participant from which Gold may be
         transferred to the Trust in accordance with the relevant Custody
         Agreement) the Creation Basket Gold Deposit Amount of Gold due from the
         Participant submitting the Purchase Order and (ii) that the Custodian
         has transferred such Gold to the Trust Allocated Account leaving a
         balance in the Trust Unallocated Account not exceeding the maximum fine
         weight of the standard measure of


                                      -13-


         Gold used by the Custodian for Good Delivery in the market in which it
         operates, for example, 430 Fine Ounces in the London market. If the
         Custodian informs the Trustee that the Custodian has received for the
         account of the Trust to the credit of the Trust Unallocated Account (or
         other Custody Account provided in the relevant Custody Agreement), from
         the Participant Unallocated Account (or other account of the
         Participant from which Gold may be transferred to the Trust in
         accordance with the relevant Custody Agreement) the Creation Basket
         Gold Deposit Amount due from the Participant but the transfers of such
         Gold to the Trust Allocated Account have not been completed as of 9:00
         a.m., New York time, on the third Business Day after the Purchase Order
         Date, the Trustee will so inform the Participant, and the Trustee will
         issue and deliver Creation Baskets to fill the Participant's Purchase
         Order not later than 11:00 a.m., New York time, on such day.
         Notwithstanding the foregoing, if the Custodian determines and advises
         the Trustee that there has occurred an extraordinary condition in the
         gold market such that the customary settlement of gold sales or
         delivery of gold is disrupted, the Trustee may accept in satisfaction
         of the Creation Basket Gold Deposit Amount of Gold due from a
         Participant such Participant's undertaking to deliver not later than
         the Custodian's close of business on the fourth Business Day following
         the Purchase Order Date any shortfall in the amount of Gold received
         for the account of the Trust Unallocated Account (or other Custody
         Account provided for in the relevant Custody Agreement) on account of
         such Creation Basket Gold Deposit Amount as of 11:00 a.m. New York time
         on the third Business Day after the Purchase Order Date, provided,
         however, that such undertaking shall be secured by the Participant's
         delivery of an irrevocable stand-by letter of credit in form and amount
         satisfactory to the Trustee. In the event the Participant fails to
         deliver the amount of the shortfall by the Custodian's close of
         business on such fourth Business Day, the Trustee shall immediately
         draw upon the letter of credit in full, apply the proceeds to the
         purchase of Gold in the shortfall amount and cause such Gold to be
         delivered to the Custodian for credit to the Trust Unallocated Account.
         Any balance of funds thereafter remaining shall be refunded to the
         Participant. The Trustee shall have no liability to the Participant or
         any other person for any loss or depreciation arising from any purchase
         of Gold made pursuant to the preceding sentence.

         (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


                                      -14-


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 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 agreeing to and prior to implementing such change,
the Sponsor shall cause the current Prospectus for the Trust to be amended to
reflect any such changes in the Transaction Fee. The Trustee shall notify the
Depository of any agreement to change the Transaction Fee and shall not
implement that increase for redemptions of outstanding Gold Equity Shares until
30 days after the date of that notice. The amount of the Transaction Fee in
effect at any given time shall be made available by the Trustee upon request.

         (h) Certificates for Creation Baskets will not be issued, other than
the Global Security issued to the Depository. So long as the Depository
Agreement is in effect, Creation Baskets will be issued and redeemed and 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.



                                      -15-


         Section 2.04. Requirements for Deposits of Gold.

         (a) Except as provided in paragraph (b) of this Section, Gold may be
delivered for deposit to the Trust only by transfer to the Trust Unallocated
Account maintained by the Custodian on behalf of the Trust from a Participant
Unallocated Account pursuant to the procedures specified in the Participant
Agreement. The expense and risk of delivery, ownership and safekeeping of Gold
until such Gold has been received by the Trust shall be borne solely by the
Depositor.

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

         Section 2.05. Creation Basket Gold Deposit Amount. The Trustee will
adjust the quantity of Gold included in the Creation Basket Gold Deposit Amount
as appropriate to reflect sales or other disposition of Gold for payment of
Trust expenses or otherwise and as may be required to reflect accrued expenses
in excess of the value of assets of the Trust other than Gold, as computed under
Section 5.01. In general, in order to effectuate the foregoing, the Trustee
shall first determine the excess (if any) of accrued expenses and other
liabilities over the value of all assets of the Trust other than Gold, utilizing
the Net Asset Value for the date of the adjustment. The Trustee shall determine
the quantity of Gold equal in value to such excess, at the price of Gold
determined under Section 4.01 hereof for such date. The Trustee shall subtract
that number of Fine Ounces of Gold from the total number of Fine Ounces of Gold
then held by the Trust, and divide the resulting Gold amount by the number of
Baskets then outstanding. Fractions of a Fine Ounce of Gold included in the
Creation Basket Gold Deposit Amount smaller than .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.


                                      -16-


                                   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 3.01
shall not include any fees or other expenses incurred in connection with the
administration of the Trust subsequent to the commencement of trading of 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 replacement of the Initial Custodian or any
Successor Custodian or Additional Custodian for the safekeeping of Gold and
services in connection with its deposit and delivery, provided that the Sponsor
may not direct the employment of a Successor Custodian or an Additional
Custodian without the Trustee's consent, if such employment would have a
materially adverse effect on the Trustee's performance of its duties hereunder.
The Trustee may also, with the prior approval of the Sponsor, employ one or more
other Successor Custodians or Additional Custodians selected by the Trustee for
the safekeeping of Gold and services in connection with its deposit and
delivery. If the cost of the employment of a Successor Custodian or Additional
Custodian would exceed the fees payable to the Initial Custodian under the
Allocated Bullion Account Agreement and the Unallocated Bullion Account
Agreement, 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


                                      -17-


of the Beneficial Owners, the Trustee shall so advise the Sponsor and thereafter
take such reasonable action as the Sponsor shall direct, or if the Sponsor has
not given direction within one Business Day, shall initiate action to remove the
Gold from the custody of the Custodian or take such other action as the Trustee
determines appropriate to safeguard the interests of the Beneficial Owners. The
Trustee shall have no liability for any such action taken at the direction of
the Sponsor or, in the absence of such direction, any action taken by it in good
faith.

         (d) Before entering into the Custody Agreements attached hereto as
Exhibits A and B with the Initial Custodian, the Trustee has determined that
these agreements protect the Trust and the rights and interests of the
Beneficial Owners. Before initially placing Gold with an Additional Custodian or
a Successor Custodian, the Trustee shall have determined that the relevant
Custody Agreement and any related custody arrangements satisfy substantially the
following requirements (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 and at such times as specified in
         instructions furnished to it by the Trustee in a writing signed by an
         authorized person or by authenticated electronic transmission, or any
         substantial equivalent, and each Custody Agreement shall contain an
         explicit undertaking by the Custodian to this effect.

                  (iii) That as of the close the business on any Business Day,
         the balance of any Custody Account maintained by a Custodian for the
         Trust on an Unallocated Basis shall not exceed the maximum fine weight
         of the standard measure of Gold used by the Custodian for Good Delivery
         in the market in which it operates, for example, 430 Fine Ounces in the
         London market.

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


                                      -18-


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


                                      -19-


         clause (iii) of this paragraph (d) relating to the intended maximum
         amount of Gold to be held in a Custody Account maintained by the
         Custodian for the Trust on an Unallocated Basis and (2) periodic
         reports (not less than quarterly) with respect to the safekeeping of
         the Trust's assets which shall identify separately the assets held by
         the Custodian and the assets held by each sub-custodian used by the
         Custodian and the assets held by each other party holding assets of the
         Trust on behalf of the Custodian or a sub-custodian.

                  (xii) That the Custodian irrevocably consents to the
         jurisdiction of the courts of the State of New York and of any Federal
         Court located in the Borough of Manhattan in such State in connection
         with any action, suit or other proceeding arising out of or relating to
         the custody agreement or any action taken or omitted thereunder, and
         waives any claim of forum non conveniens and any objections as to
         laying of venue, and further waives personal service of any summons,
         complaint or other process and agrees that service thereof may be made
         by certified or registered mail directed to the Custodian at its
         address for purposes of notices specified in the relevant Custody
         Agreement.

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

         (f) The Trustee shall hold and record the ownership of the Trust's
assets in such manner that they will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the Trustee or its
creditors, other than a claim for payment of services, advances, indemnities and
expenses by the Trustee in providing services as trustee or, in the case of cash
deposits, liens or rights in favor of creditors of the Trustee arising under
bankruptcy, insolvency or similar laws and the Trustee, will, as requested by
the Sponsor and at the Trustee's expense, provide an opinion of counsel,
satisfactory to the Sponsor, to the foregoing effect with respect to assets held
by the Trustee, and will cause each Custodian, 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.

         Section 3.03. Cash Account. The Trustee shall open and maintain a
separate non-interest bearing account with the Trustee or such other banking
institution specified by the Sponsor, or if the Sponsor fails so to specify, as
selected by the Trustee, in the name, and for the benefit, of the Trust, subject
only to draft or order by the Trustee acting pursuant to the terms of this
Agreement, and shall hold in such account all cash received by it from or for
the account of the


                                      -20-


Trust. Such account shall be known as the "Cash Account." On each Business Day,
the Trustee shall notify the Sponsor, in writing, of the balance of the Cash
Account.

         Section 3.04. Reserve Account. The Trustee shall open and maintain a
separate non-interest bearing account with the Trustee or such other banking
institution specified by the Sponsor, or if the Sponsor fails so to specify, as
selected by the Trustee, in the name, and for the benefit, of the Trust, subject
only to draft or order by the Trustee acting pursuant to the terms of this
Agreement, and shall hold in such account all cash which it has credited to such
account from the Cash Account to reflect the reserves for taxes or other
governmental charges and other contingent liabilities payable out of the Trust
that the Trustee has established from time to time as required by generally
accepted accounting principles. Such account shall be known as the "Reserve
Account." The Trustee shall not be required to transmit to the Depository for
distribution to Beneficial Owners any of the amounts held in such reserves;
provided, however, that if the Trustee, in its sole discretion, determines that
such amounts are no longer necessary for payment of any applicable taxes or
other governmental charges, then it shall promptly deposit such amounts in the
Cash Account or, if the Trust shall have terminated or shall be in the process
of termination, the Trustee shall transfer such amounts to the Depository for
distribution to Beneficial Owners such Beneficial Owners' interest in the
amounts previously reserved in accordance with Section 9.01.

         Section 3.05.  Certain Deductions and Distributions.

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

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

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

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

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

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

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



                                      -21-


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

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

                  (8) expenses incurred in contacting Beneficial Owners in the
         manner described in Section 3.10 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, the Sponsor or
         the Custodian or any Additional Custodian or Successor Custodian
         pursuant to actions permitted or required under this Agreement.

         (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
including any of the expenses enumerated in


                                      -22-


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

         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 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



                                      -23-


         (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
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.
No other certificates evidencing Equity Gold Shares will be issued. 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.



                                      -24-


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

         (c) The Depository has advised the Sponsor and the Trustee as follows:
The Depository is a limited-purpose trust company organized under the laws of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. The Depository was created to hold
securities of its participants (the "DTC Participants") and to facilitate the
clearance and settlement of securities transactions among the DTC Participants
in such securities through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations, some of
whom (and/or their representatives) own the Depository. Access to the
Depository's system is also available to others such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a DTC Participant, either directly or indirectly ("Indirect Participants"). 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


                                      -25-


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 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


                                      -26-


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

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

         Section 3.11. Trust to be administered as Grantor Trust. Nothing in
this Agreement, any Custody Agreement with any Custodian, or otherwise, shall be
construed to give the Trustee the power to vary the investment of the Beneficial
Owners within the meaning of Treasury Regulation Section 301.7701-4(c) or
similar or successor provisions of United States Treasury Regulations under the
Internal Revenue Code, nor shall the Sponsor give the Trustee any direction that
would vary the investment of the Beneficial Owners. The Trustee shall not be
liable to any person for the failure of the Trust to qualify as a grantor trust
under the Internal Revenue Code or any comparable provision of the laws of any
State or other jurisdiction where such treatment is sought, provided that this
sentence shall not limit the Trustee's responsibility for the administration of
the Trust in accordance with this Agreement.

                                   ARTICLE IV

                               Evaluation of Gold


         Section 4.01. Evaluation of Gold. As of the Evaluation Time on each
Business Day, the Trustee shall determine the value of the Gold held or
receivable by the Trust on the basis of the London P.M. Fix for the day on which
the evaluation is made, or if no London P.M. Fix is made on such day or has not
been announced by the Evaluation Time, on the basis of the last London "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


                                      -27-


"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, the Depository, Beneficial Owners or any other person,
for errors in judgment, provided, however, that this provision shall not protect
the Trustee against any liability to which it would otherwise be subject by
reason of willful misfeasance, willful misconduct, bad faith or gross negligence
in the performance of its duties or by reason of its reckless disregard of its
obligations and duties hereunder.

                                    ARTICLE V

               Trust Evaluation and Redemption of 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 standing to the
credit of the Participant on the records of the Depository in kind by delivering
a request for redemption to the Trustee (such request, a "Redemption Order") in
the manner specified in the Participant Agreement.

         (b) To be effective, a Redemption Order must be submitted on a Business
Day by the Order Cut-Off Time in form satisfactory to the Trustee

                                      -28-


(the Business Day on which the Redemption Order is so submitted, "Redemption
Order Date"). The Trustee shall reject any Redemption Order the fulfillment of
which its counsel advises may be illegal under applicable laws and regulations,
and the Trustee shall have no liability to any person for rejecting a Redemption
Order in such circumstances.

         (c) Subject to deduction of any tax or other governmental charges due
thereon, the Redemption Distribution ("Redemption Distribution") shall consist
of the portion of the Net Asset Value of the Trust, determined pursuant to
Section 5.01 for the Redemption Order Date, attributable to the Redemption
Basket(s). In general, such distribution shall consist of (A) credit to a
Participant Unallocated Account of the redeeming Participant maintained with the
Custodian of the amount of Gold representing the fractional undivided interest
in the Gold held by the Trust evidenced by the Redemption Baskets subject to the
redeeming Participant's Redemption Order plus or minus (B) a cash amount (the
"Cash Redemption Amount"). The Cash Redemption Amount shall be equal to 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 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 9:00 a.m. New York
Time on such day been credited with the Redemption Baskets being tendered for
redemption and the Trustee has by such time received the Transaction Fee, the
Trustee shall deliver the Cash Redemption Amount (if any) and shall direct the
Custodian to deliver Gold included in the Redemption Distribution by effecting
the necessary transfers of the Gold to the redeeming Participant's Participant
Unallocated Account, provided, however, that, when and under such conditions as
the Sponsor and the Trustee may from time to time determine, the Trustee shall
be 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 agree. Subject to the proviso in the
preceding sentence, if the Redemption Basket is credited to Trustee's account at
the Depository after 9:00 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 if the Trustee's account at the Depository has been credited
with the Redemption Basket by 9:00


                                      -29-


a.m. New York time on such day and the Trustee has received such fee for the
custody of the Gold included in the Redemption Distribution for the period
subsequent to the Redemption Settlement Date as the Trustee may, from time to
time, determine. If the Redemption Basket is not credited to the Trustee's
account at the Depository by 9:00 a.m. on the first Business Day following the
Redemption Settlement Date, the Redemption Order shall, as of such time, be
cancelled. 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.

         (f) Redemption Baskets effectively redeemed pursuant to the provisions
of this section or as may be otherwise provided pursuant to Section 5.03 shall
be cancelled by the Trustee in accordance with the Depository's procedures.

         Section 5.03. Other Redemption Procedures. The Sponsor and the Trustee
from time to time may, but shall have no obligation to, establish procedures
with respect to redemption of 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.

                                   ARTICLE VI

                         Transfer of Equity Gold Shares


         Section 6.01. Transfer of Equity Gold Shares. 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.


                                      -30-


                                   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 the Depository for distribution to DTC
Participants who are then owners of Equity Gold Shares on the records of the
Depository, which action the Trustee shall take if, within sixty (60) days
following the date on which a notice of resignation shall have been delivered by
the Sponsor, a successor Sponsor has not been appointed and the Trustee has not
agreed to act as Sponsor hereunder. The Trustee shall have no obligation to
appoint a successor Sponsor or to assume the duties of the Sponsor and shall
have no liability to any person because the Trust is terminated by reason of the
Sponsor's resignation. If the Sponsor shall fail to undertake or perform or
become incapable of undertaking or performing its duties hereunder or shall
become bankrupt or its affairs shall be taken over by public authorities, the
Trustee shall act in accordance with the provisions set forth in Section
8.01(s). Any successor Sponsor shall be satisfactory to the Trustee. Upon its
resignation becoming effective, the resigning Sponsor shall be discharged and
shall no longer be liable in any manner hereunder except as to acts or omissions
occurring before its resignation became effective, and the successor Sponsor
shall thereupon undertake and perform all duties and be entitled to all rights
and compensation as Sponsor under this Agreement. The successor Sponsor shall
not be under any liability hereunder for acts or omissions occurring prior to
the effective date stated in the instrument appointing it successor Sponsor.
Notice of appointment of successor Sponsor shall be mailed promptly after
acceptance of appointment by the Trustee to all DTC Participants who are then
owners of Equity Gold Shares on the records of the Depository for distribution
to Beneficial Owners as provided in Section 3.10.

         Section 7.04. Compensation of the Sponsor. As compensation for
performing services under this Agreement and services provided in connection
with facilitation of the creation of


                                      -31-


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, however, 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, further, 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.

         (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


                                      -32-


it may deem necessary or desirable in respect of this Agreement and the rights
and duties of the parties hereto and the interests of the Beneficial Owners and,
in such event, the legal expenses and costs of any such action shall be expenses
and costs of the Trust and the Sponsor shall be entitled to be reimbursed
therefor by the Trust.


                                  ARTICLE VIII

                                     Trustee


         Section 8.01. General Definition of Trustee's Rights, Duties and
Responsibilities. All duties, rights, privileges and liabilities of the Trustee
set forth in this Agreement are subject to the following:

         (a) Duties Limited to Those Specified. The duties, responsibilities and
obligations of the Trustee shall be limited to those expressly set forth in this
Agreement and no duties, responsibilities or obligations shall be inferred or
implied against the Trustee. The Trustee shall not be subject to, nor required
to comply with, any other agreement to which the Sponsor or a Participant is a
party and to which the Trustee is not a party, even though this Agreement may
refer to that agreement; nor shall it be required to comply with any direction
or instruction from the Sponsor, a Participant or an entity acting on behalf of
either other than directions or instructions contained in or delivered in
accordance with, this Agreement. The Trustee shall not be required to expend or
risk any of its own funds or otherwise incur any liability, financial or
otherwise, in the performance of any of its duties under this agreement, except
as specifically provided herein.

         (b) Indemnity for Actions Taken to Protect the Trust. The Trustee shall
not be under any obligation to appear in, prosecute or defend any action that in
its opinion may involve it in expense or liability, unless it shall be furnished
with reasonable security and indemnity against such expense or liability. Any
pecuniary cost of the Trustee resulting from the Trustee's appearance in,
prosecution of or defense of any such 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"), if available.
The Trustee shall have no responsibility and shall not be liable for
ascertaining or acting upon any calls, conversions, exchange offers, tenders,
interest rates changes, or similar matters relating to securities held at the
Depository or with any Clearing Agency unless the Trustee shall have received
actual and timely written notice of the same, nor shall the Trustee have any
responsibility or liability for the actions or omissions to act of the Book
Entry System, 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


                                      -33-


the Trust in accordance with the provisions of Section 3.03 and 3.04, until
disbursed in accordance with the provisions of this Agreement. Such monies held
hereunder shall be deemed segregated by maintaining such monies in an account or
accounts for the exclusive benefit of the Trust in accordance with the
provisions of Sections 3.03 and 3.04.

         (d) Official Process Affecting the Property. If at any time the Trustee
is served with any judicial or administrative order, judgment, decree, writ or
other form of judicial or administrative process that in any way affects the
Trust or its property (including but not limited to orders of attachment or
garnishment or other forms of levies or injunctions or stays relating to the
transfer of any assets of the Trust), the Trustee is authorized to comply
therewith in any manner that it or legal counsel of its own choosing deems
appropriate; and if the Trustee complies with any such judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process, the Trustee shall not be liable to any of the parties
hereto or to any other person or entity even though such order, judgment,
decree, writ or process may be subsequently modified or vacated or otherwise
determined to have been without legal force or effect.

         (e) Limitation on Trustee's Liability. The Trustee shall not be liable
for the disposition of Gold or moneys, or in respect of any evaluation which it
makes under this Agreement or otherwise, or for any action taken or omitted or
for any loss or injury resulting from its actions or its performance or lack of
performance of its duties hereunder in the absence of gross negligence or
willful misconduct on its part. In no event shall the Trustee be liable

                  (i) for acting in accordance with or conclusively relying upon
         any instruction, notice, demand, certificate or document from the
         Sponsor, a Participant or any entity acting on behalf of the Sponsor or
         a Participant which the Trustee believes is given pursuant to or is
         authorized by this Agreement;

                  (ii) for any indirect, consequential, punitive or special
         damages, regardless of the form of action and whether or not any such
         damages were foreseeable or contemplated; or

                  (iii) for an amount in excess of the value of the assets of
         the Trust.

         Whenever in this Agreement it is stated that the Trustee is not or
shall not be liable or shall have no liability (or words of like effect) for
some matter or thing, such statement shall mean that the Trustee is not and
shall not be liable to any person, including the Trust, the Depository, any
Beneficial Owner, the Sponsor, a Participant or prospective Participant or a
Custodian, with regard to that matter or thing, and in each such case, the
Trustee shall be indemnified by the Trust against any loss, liability or expense
in connection with the matter or thing for which it was stated the Trustee would
not be liable. Such indemnity shall include payment by the Trust of the costs
and expenses set forth in the second sentence of Section 8.05, and shall be
considered amounts payable under Section 8.05. Such indemnity shall survive the
resignation or removal of the Trustee and the termination of the Trust (but not
the final distribution of the Trust assets), and shall inure to the benefit of
any entity which is successor to the indemnified party as provided in 8.05.



                                      -34-


         (f) Protection for Amounts Due to Trustee. If any fees, expenses or
costs incurred by, or any obligations owed to, the Trustee under this agreement
are not promptly paid when due, the Trustee may reimburse itself therefor from
the assets of the Trust and may sell, liquidate, convey or otherwise dispose of
any assets (including Gold) for such purpose. The Trustee may in its sole
discretion withhold from any distribution an amount (in kind or in cash, as the
case may be) that it believes would, upon sale or liquidation, produce proceeds
equal to any unpaid amounts to which the Trustee is entitled to hereunder.

         (g) Security Interest in Property for Obligations To Trustee. As
security for the due and punctual performance of any and all obligations owed to
the Trustee under this Agreement, now or hereafter arising, the Sponsor, each
Participant, the Depository, and each Beneficial Owner hereby pledges, assigns
and grants to the Trustee a continuing security interest in, and a lien on, the
assets of the Trust and all distributions thereon or additions thereto. The
security interest of the Trustee shall at all times be valid, perfected and
enforceable by the Trustee against the Sponsor, the Depository, each DTC
Participant who is an owner of Equity Gold Shares on the records of the
Depository, and each Beneficial Owner and all third parties in accordance with
the terms of this Agreement.

         (h) Advice of Counsel. The Trustee may consult with legal counsel of
its own choosing, at the expense of the Trust, as to any matter relating to this
Agreement, and the Trustee shall not incur any liability in acting in good faith
in accordance with any advice from such counsel.

         (i) Force Majeure. The Trustee shall not incur any liability for any
delay in performance, or for the non-performance, of any of its obligations
under this Agreement by reason of any cause beyond its reasonable control. This
includes any act of God or war or terrorism, any breakdown, malfunction or
failure of transmission in connection with or other unavailability of any wire,
communication or computer facilities, any transport, port, or airport
disruption, industrial action, acts and regulations and rules of any
governmental or supra national bodies or authorities or regulatory or
self-regulatory organization or failure of any such body, authority or
organization for any reason, to perform its obligations.

         (j) Reliance on Writings. The Trustee shall be entitled to conclusively
rely upon any order, judgment, certification, demand, notice, instrument or
other writing delivered to it under this Agreement without being required to
determine the authenticity or the correctness of any fact stated therein or the
propriety or validity or the service thereof. The Trustee may act in conclusive
reliance upon any instrument or signature believed by it to be genuine and may
assume that any person purporting to give receipt or advice or to make any
statement or execute any document in connection with the provisions of this
Agreement has been duly authorized to do so, provided, however that where a list
of authorized officials of a person and their signatures are on file with the
Trustee, the Trustee shall compare such manual signatures to the signature on
any such documents. Such requirement shall not apply to "personal identification
numbers" or "PINS" or other forms of electronic security devices which function
as a proxy for a manual signature.



                                      -35-


         (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.

         (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.



                                      -36-


         (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 the sale or proceeds of sale thereof, 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. This paragraph shall survive
notwithstanding any termination of this Agreement and the Trust or the
resignation or removal of the Trustee.

         (r) Trustee's Liability for Custodial Services and Agents. Subject to
Section 3.02 hereof, the Trustee shall not be answerable for the default of the
Initial Custodian or any Custodian employed at the direction of the Sponsor or
selected by the Trustee with reasonable care. The Trustee may also employ
custodians for Trust assets other than Gold, agents, attorneys, accountants,
auditors and other professionals and shall not be answerable for the default or
misconduct of any such custodians, agents, attorneys, accountants, auditors and
other professionals if such custodians, agents, attorneys, accountants, auditors
or other professionals shall have been selected with reasonable care. The fees
and expenses charged by Custodians for custody of Gold and services related to
the custody and safekeeping of Gold (including, for avoidance of doubt, the fees
paid to the Initial Custodian under the Allocated Bullion Account Agreement and
Unallocated Bullion Account Agreement), agents, attorneys, accountants, auditors
or other professionals, and expenses reimbursable to a Custodian pursuant to a
Custody Agreement, exclusive of fees for services to be performed by the
Trustee, shall constitute an expense of the Trust. Fees paid for custody of
assets other than Gold shall be an expense of the Trustee.

         (s) If the Sponsor shall fail to undertake or perform or shall become
incapable of undertaking or performing any of the duties which by the terms of
this Agreement are required to be undertaken or performed by it, and such
failure shall not be cured within fifteen (15) Business Days following receipt
of notice from the Trustee of such failure, or the Sponsor shall be adjudged
bankrupt or insolvent, or a receiver of the Sponsor or of its property shall be
appointed, or a trustee or liquidator or any public officer shall take charge or
control of the Sponsor or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then in any such case, the Sponsor
shall be deemed conclusively to have resigned with such resignation being
effective immediately upon the occurrence of any of the specified events, and
the Trustee may do any one or more of the following: (1) appoint a successor
Sponsor to assume, with such compensation from the Trust as the Trustee may deem
reasonable under the circumstances, the


                                      -37-


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 by the Trustee shall be open to
inspection by any person establishing to the Trustee's reasonable satisfaction
that such person is a Beneficial Owner upon reasonable advance notice at all
reasonable times during the usual business hours of the Trustee. The Trustee
shall keep proper record of the creation of Creation Baskets and redemption of
Redemption Baskets at its New York office. Such records shall be open to
inspection upon reasonable advance notice at all reasonable times during the
usual business hours of the Trustee. Such records shall be preserved for such
time as the Sponsor may direct.

         (b) The Trustee shall prepare, or cause to be prepared, and file such
periodic reports of sales of Gold by the Trust, on Forms 8-K or otherwise, as
are required of the Trust by the Securities Exchange Act of 1934, as amended,
and the cost of such preparation and filing shall be an expense of the Trust.
The Trustee shall provide the Sponsor such financial and other information
regarding the operation of the Trust as may be required for the Sponsor to
prepare


                                      -38-


such other reports and filings required under the federal securities laws as
provided in Section 10.02. Unless otherwise required by applicable law or
regulation, the Sponsor shall be responsible for any certification of any such
reports or the contents thereof and shall receive from the Trustee such
representations with respect to information within the Trustee's control as
shall be required for the Sponsor to make such certification.

         (c) The Trustee shall make such elections, file such tax returns, and
prepare, disseminate and file such tax reports, as it is advised by its counsel
or accountants are from time to time required by any statute, rule or regulation
of the United States, any State or political subdivision thereof, or other
jurisdiction having taxing authority in respect of the Trust or its
administration. The expense of accountants employed to prepare tax returns and
tax reports shall be an expense of the Trust.

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

         Section 8.03. Agreement on File. The Trustee shall keep a certified
copy or duplicate original of this Agreement on file in its office and available
for inspection on reasonable advance notice at all reasonable times during its
usual business hours by any Beneficial Owner.


         Section 8.04.  Compensation of Trustee.

         (a) The Trustee shall receive at the times provided in Section 3.05 as
compensation for performing its services under this Agreement an amount per
annum computed on the daily Adjusted Net Asset Value of the Trust under the
following schedule, payable monthly in arrears:

                  0.02%            on the first          $10 billion of value

                  0.00%            on any excess

provided, however, that the Trustee shall receive not less that $500,000 per
annum. The Trustee's annual compensation (including the minimum fee) shall be
pro rated on a daily basis for any year in which the Trustee acts less than the
entire year.

         The Trustee's fee is subject to modification as determined by the
Trustee and Sponsor in good faith to reflect significant changes in the
administration of the Trust or the Trustee's duties from those contemplated
herein.

         (b) The Trustee shall also charge the Trust for any and all expenses
and disbursements incurred hereunder, exclusive of fees of agents for services
to be performed by the Trustee, and for any extraordinary services performed by
the Trustee hereunder relating to the Trust.

         (c) If the Trustee resigns or is removed, it shall be entitled to
compensation at a per diem rate through the effective date of its resignation or
removal, and its right to receive those


                                      -39-


fees and to reimbursement for expenses and disbursements incurred hereunder
prior to its resignation or removal shall survive such resignation or removal.

         Section 8.05. Indemnification of Trustee. The Trustee and its
directors, shareholders, officers, employees, agents, affiliates (as such term
is defined in Regulation S-X) and subsidiaries (each a "Trustee Indemnified
Party") shall be indemnified from the assets of the Trust and held harmless
against any loss, liability or expense incurred (a) 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 the administration of any Section of
this Agreement or that arises out of or is related to any offer or sale of
Equity Gold Shares and without (2) reckless disregard on the part of such
Trustee Indemnified Party of its obligations and duties under this Agreement, or
(b) that arises out of or is related to any filings with or submissions to the
SEC in connection with or with respect to the Equity Gold Shares (which by way
of illustration and not by way of limitation, include any registration statement
and any amendments to supplements thereto filed with the SEC or any periodic
reports or updates that may be filed under the Securities Exchange Act of 1934,
as amended) or any failure to make any filings with or submissions to the SEC
that are required to be made in connection with or with respect to the Equity
Gold Shares, except for any loss, liability or expense that arises out of any
report that the Trustee files on behalf of the Trust under the Securities
Exchange Act of 1934, as amended, or out of any information provided in writing
by the Trustee to the Sponsor for use in any registration statement or annual or
other periodic report filed on behalf of the Trust that is not materially
altered by the Sponsor or omissions from that information, if provided. Such
indemnity shall include payment from the Trust of the costs and expenses
incurred by such Trustee Indemnified Party in investigating or defending itself
against any claim or liability relating to this Agreement or the Trust,
including any loss, liability or expense incurred in acting pursuant to written
directions or instructions 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
DTC Participants for distribution to Beneficial Owners as provided in Section
3.10 not less than sixty (60) days before the date specified in such instrument
when, subject to Section 8.06(c), such resignation is to take effect. The
Trustee shall be advised by the Depository as to the holdings of all DTC
Participants pursuant to the Depository Agreement. If the Sponsor shall
determine that (1) the Trustee is guilty of willful misconduct or malfeasance or
willful disregard of its duties hereunder, (2) the Trustee has acted in bad
faith in performing its duties hereunder, (3) there has occurred a material
deterioration in the creditworthiness of the Trustee or (4) there has occurred
one or more negligent acts or omissions on the part of the Trustee having a
materially adverse effect, either singly or in the aggregate, on the Trust or
the interests of the Beneficial Owners, and the Trustee has not, within fifteen
(15) days of receipt of the Sponsor's notice thereof that specifies in
reasonable detail the conduct, omissions or


                                      -40-


circumstances upon which the Sponsor's determination is based, either (i) cured
such adverse effect and established, to the Sponsor's satisfaction, that such
act or omission (or acts or omissions) will not recur, or (ii) responded to that
notice explaining the steps it will take to cure such adverse effect and shall
have cured such adverse effect within 30 days from the date of the Sponsor's
notice and shall have established, to the Sponsor's satisfaction, that such act
or omission (or acts or omissions) will not recur, the Sponsor may remove the
Trustee and appoint a successor as herein provided. In case at any time the
Trustee shall not meet the requirements set forth in Section 8.07 hereof, shall
fail to undertake or perform or shall become incapable of undertaking or
performing any of the duties which by the terms of this Agreement are required
to be undertaken or performed by it, and such failure shall not be cured within
fifteen (15) Business Days following receipt of notice from the Sponsor of such
failure, or shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or a trustee or liquidator or any
public officer shall take charge or control of such Trustee or of its property
or affairs for the purposes of rehabilitation, conservation or liquidation, then
in any such case, the Sponsor shall, subject to the requirements of Section
8.06(b) and (c), remove such Trustee and appoint a successor Trustee by written
instrument or instruments delivered to the Trustee so removed and to the
successor Trustee. Upon receiving notice of resignation or upon the removal of
the Trustee, the Sponsor shall use its best efforts promptly to appoint a
successor Trustee in the manner and meeting the qualifications hereinafter
provided, by written instrument or instruments delivered to such resigning
Trustee and the successor Trustee. Notice of such appointment of a successor
Trustee shall be mailed promptly after acceptance of such appointment by the
successor Trustee to DTC Participants for distribution to Beneficial Owners as
provided in Section 3.10. DTC Participants acting on the direction of Beneficial
Owners of at least sixty-six and two thirds percent (66 2/3 %) of the 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 or removal hereunder, the
resigning or removed Trustee shall be discharged and shall no longer be liable
in any manner hereunder except as to acts or omissions occurring prior to such
resignation or removal, and the new Trustee shall thereupon undertake and
perform all duties and be entitled to all rights and compensation as Trustee
under this Agreement. The successor Trustee shall not be under any liability
hereunder for acts or omissions occurring prior to execution of an instrument
accepting its appointment as Trustee.

         (b) In case at any time the Trustee shall be removed or shall resign
and no successor Trustee shall have been appointed within sixty (60) days after
the date notice of removal has been received by the Trustee or the Trustee has
issued its notice of resignation, the Trustee shall terminate and liquidate the
Trust and distribute its remaining assets pursuant to Section 9.01.

         (c) Any successor Trustee appointed hereunder shall execute and
acknowledge to the Sponsor and to the retiring Trustee an instrument accepting
such appointment hereunder, and such successor Trustee without any further act,
deed or conveyance shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder with like effect as if originally named
a Trustee herein and shall be bound by all the terms and conditions of this
Agreement. Upon the request of such successor Trustee the retiring Trustee and
the Sponsor shall, upon payment of all amounts due the retiring Trustee, execute
and deliver an instrument


                                      -41-


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
or any other Section of this Agreement hereof and the lien securing payment of
such indemnification shall survive any resignation or removal of the Trustee
hereunder and the termination of the Trust (but not the distribution of Trust
assets) and inure to the benefit of any successor to the Trustee or a Trustee
Indemnified Person.

         (d) Any bank, trust company, corporation or national banking
association into which a Trustee hereunder may be merged or converted or with
which it may be consolidated, or any bank, trust company, corporation or
national banking association resulting from any merger, conversion or
consolidation to which such Trustee hereunder shall be a party, or any bank,
trust company, corporation or national banking association succeeding to all or
substantially all of the business of the Trustee, shall be the successor Trustee
under this Agreement without the execution or filing of any paper, instrument or
further act to be done on the part of the parties hereto, 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.

         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 is less than
$350,000,000, as such dollar amount shall be adjusted for inflation in
accordance with the CPI-


                                      -42-


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 sentence shall be at the complete discretion of the Sponsor
subject to the terms hereof, and the Sponsor shall not be liable in any way for
depreciation or loss occurring as a result of any such termination. The Trustee
shall have no power to terminate the Agreement or the Trust because the value of
the Trust is below the Discretionary Termination Amount and shall have no
liability for the Sponsor's exercise or non-exercise of its discretionary power
to terminate the Trust. The Trust may also be terminated by the Trustee (i) upon
the agreement of the DTC Participants acting on the direction of Beneficial
Owners of Beneficial Owners of at least 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 Exchange(1); (iii) if the
Depository is unable or unwilling to continue to perform its functions as set
forth herein and the Sponsor determines in its sole discretion that a comparable
replacement is unavailable; (iv) upon the disposition of all assets (including
Gold) held by the Trust; (v) in the event any sole Custodian then acting resigns
and no Successor Custodian has been employed pursuant to Section 3.02 within 60
days of such resignation; (vi) if at any time after the expiration of 90 days of
trading on the Exchange the Net Asset Value of the Trust remains less than $[ ]
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 DTC Participants for dissemination to Beneficial Owners as
described in Section 3.10 at least twenty (20) days prior to termination of the
Trust. Such notice shall further state that, as of the date thereof and
thereafter, neither requests to create additional Creation Baskets nor
additional Creation Basket Deposits will be accepted. Within a reasonable period
of time after such termination the Trustee shall, subject to

-------------
(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.



                                      -43-


any applicable provisions of law, sell all of the Gold not already distributed
to Participants redeeming Redemption Baskets, as provided herein, if any, in
such a manner so as to effectuate orderly sales and a minimal market impact. The
Trustee shall not be liable for or responsible in any way for depreciation or
loss incurred by reason of any sale or sales made in accordance with the
provisions of this Section 9.01. The Trustee may suspend its sales of the Gold
upon the occurrence of unusual or unforeseen circumstances, including, but not
limited to, a suspension in trading of gold. Upon receipt of proceeds from the
sale of the last Gold held hereunder, the Trustee shall:

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

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

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

                  (iv) distribute to the Depository for distribution each
         Beneficial Owner's interest in the remaining assets of the Trust; and

                  (v) disseminate to each Beneficial Owner as provided in
         Section 3.10 a final statement as of the date of the computation of the
         amount distributable to the Beneficial Owners, setting forth the data
         and information in substantially the form and manner provided for in
         Section 3.06 hereof.

         Section 9.02. Moneys to Be Held Without Interest to Beneficial Owners.
Unless the Sponsor shall direct that funds shall be invested pending
distribution (with any such direction to comply with Section 3.11 hereof), the
Trustee shall be under no liability with respect to moneys held upon
termination, except to hold the same as a deposit for the benefit of the
Beneficial Owners without interest thereon or investment thereof.


         Section 9.03. Dissolution of Sponsor Not to Terminate Trust. The
dissolution of the Sponsor, or its ceasing to exist as a legal entity from, or
for, any cause, shall not operate to terminate this Agreement insofar as the
duties and obligations of the Trustee are concerned unless the Trust is
terminated pursuant to Section 9.01.




                                      -44-


                                    ARTICLE X

                            Miscellaneous Provisions


         Section 10.01. Amendment and Waiver. (a) This Agreement may be amended
from time to time by the Trustee and the Sponsor without the consent of any
Beneficial Owners (1) to cure any ambiguity or to correct or supplement any
provision hereof which may be defective or inconsistent or to make such other
provisions in regard to matters or questions arising hereunder as will not
materially adversely affect the interests of Beneficial Owners; and (2) to
change any provision hereof as may be required by the SEC. This Agreement may
also be amended from time to time by the Sponsor and the Trustee with the
consent of the DTC Participants acting on the direction of Beneficial Owners of
at least 51% of the outstanding 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 DTC Participants acting on the direction of
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
outstanding Equity Gold Shares required to consent to any such amendment. The
Trustee and Sponsor may from time to time alter the administrative provisions of
the Participant Agreement and any such change shall not constitute an amendment
of this Agreement.

         (b) Promptly after the execution of any such amendment, the Trustee
shall receive from the Depository a list of all DTC Participants holding 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; Certain Securities Law Filings. The Sponsor agrees and undertakes on its
own part or to appoint an agent (i) to prepare and file a registration statement
with the SEC under the Securities Act of 1933, as amended, and take such action
as is necessary from time to time to qualify the Equity Gold Shares for offering
and sale under the federal securities laws of the United States, including the
preparation and filing of amendments and supplements to such registration
statement, (ii) promptly to notify the Trustee of any such amendment or
supplement to the registration statement or Prospectus and of any order
preventing or suspending the use of the Prospectus; (iii) to provide the Trustee
from time to time with copies, including copies in electronic form, of the
Prospectus, in such quantities as the Trustee may reasonably request, (iv) to
prepare and file any


                                      -45-


periodic reports or updates that may be required under the Securities Exchange
Act of 1934, as amended, other than reports required to be prepared and filed by
the Trustee pursuant to Section 8.02, and (v) to take such action as is
necessary from time to time to register or qualify the Equity Gold Shares for
offering and sale under the securities or blue sky laws of those States of the
United States or other jurisdictions as the Sponsor may select or as may be
necessary to continue that registration or qualification in effect for so long
as the Sponsor determines that the Trust shall continue to offer or sell Equity
Gold Shares in that jurisdiction. Registration charges, blue sky fees, printing
costs, mailing costs, attorney's fees, and other miscellaneous out-of-pocket
expenses shall be borne by the Trust in the manner provided for by Section 3.05.

         Section 10.03. License Agreement with the Licensor. (a) The Sponsor
shall, prior to the Initial Date of Deposit, obtain from The Bank of New York,
the Sponsor and The World Gold Council licenses under such patents and patent
applications and other intellectual property rights as may be necessary for the
establishment and operation of the Trust and the sale of the Equity Gold Shares.

         (b) The Trust shall reimburse the Sponsor for the cost of such licenses
in accordance with Section 3.05.

         Section 10.04. Right of Sponsor to Direct Trustee to Declare a Split of
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 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 10.06. 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


                                      -46-


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.

         (e) The rights of Beneficial Owners must be exercised by DTC
Particpants acting on their behalf in accordance with the rules and procedures
of the Depository as provided in Section 3.10.

         Section 10.07. Prospectus Delivery. The Trustee shall, if required by
the federal securities laws of the United States, in any manner permitted by
such laws, deliver at the time of issuance of Equity Gold Shares, a copy of the
relevant Prospectus, as most recently furnished to the Trustee by the Sponsor,
to each person submitting a Purchase Order.

         Section 10.08. 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, the Depository as
registered owner of the Global Security, and the Beneficial Owners and the
interpretation of the provisions hereof without reference to the principles or
rules of conflict of laws to the extent the laws of a different jurisdiction
would be required thereby. This Agreement shall be deemed effective when it is
executed by the Sponsor and the Trustee.

         Section 10.09. Consent to Jurisdiction. Each party hereto, and the
Depository, each DTC Participant and each Beneficial Owner by the acceptance of
an Equity Gold Share, irrevocably consents to the jurisdiction of the courts of
the State of New York and of any Federal Court located in the Borough of
Manhattan in such State in connection with any action, suit or other proceeding
arising out of or relating to this Agreement or any action taken or omitted
hereunder, and waives any claim of forum non conveniens and any objections as to
laying of venue. Each party further waives personal service of any summons,
complaint or other process and agrees that service thereof may be made by
certified or registered mail directed to such person at such person's address
for purposes of notices hereunder.

         Section 10.10. 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


                                      -47-


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

If to the Trustee, to:     The Bank of New York
                           101 Barclay Street
                           New York, New York 10286
                           Attention: ADR Administration
                           Facsimile: (212) 541-3050

with a copy to:            Emmet, Marvin & Martin, LLP
                           120 Broadway
                           New York, New York 10271
                           Attention: Peter B. Tisne, Esq.
                           Facsimile: (212) 238-3100


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

         Section 10.12. 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.


                                      -48-


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by an Authorized Officer as of ________, 2003.

                                        World Gold Trust Services, LLC


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

                                                        Sponsor




                                        The Bank of New York



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

                                                        Trustee

Effective Date:  _________, 2003




                                      -49-




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)






                                      -50-




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)
















                                      -51-




                                                                      SCHEDULE A

                                 Initial Deposit



Depositor                  Creation Basket Deposit                 Shares Issued





















                                  Schedule A-1-




                                    EXHIBIT A



                                  HSBC BANK USA

                                       AND

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








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

                                EQUITY GOLD TRUST

                       ALLOCATED BULLION ACCOUNT AGREEMENT

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























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)      The BANK OF NEW YORK, 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 between the Trustee and a Participant, as
         those terms are defined in the Trust Indenture.

         "PARTICIPANT UNALLOCATED ACCOUNT" means the Precious Metal account a
         Participant is required by the Participant Agreement to have maintained
         by us for such Participant on an Unallocated Basis.



Equity Gold Trust
Allocated Bullion Account Agreement       - 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.

         "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 The Bank of New York, 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 delivery in accordance with the Rules of an amount of
         Precious Metal equal to the amount of Precious Metal standing to the
         credit of the person's account but has no ownership interest in any
         Precious Metal that we own or hold.

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

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

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

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

1.3      SINGULAR AND PLURAL; OTHER USAGES:



Equity Gold Trust
Allocated Bullion Account Agreement       - 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 reduces the total fine ounces of Bullion that should have
         been credited to your Allocated Account,




Equity Gold Trust
Allocated Bullion Account Agreement       - 4 -





         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 to such persons and at such times as specified in
         your instructions to us and not otherwise. Unless you instruct us
         otherwise, we will transfer Bullion from your Allocated Account only by
         debiting Bullion from your Allocated Account and crediting the Bullion
         to your Unallocated Account. When you instruct us in accordance with
         clause 4.4, we will transfer Bullion from your Allocated Account by
         debiting Bullion from your Allocated Account and making such Bullion
         available for collection or delivery as provided in clause 4.4. All
         instructions to transfer Bullion from your Allocated Account must:

         (a)      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
                  supplemented by a confirmatory instruction to be received by
                  us no later than 3:00 p.m. London time on the Withdrawal Date;
                  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.

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




Equity Gold Trust
Allocated Bullion Account Agreement       - 5 -







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

5.       INSTRUCTIONS

5.1      YOUR REPRESENTATIVES: We will act only on instructions given in
         accordance with this clause 5.1 and clause 14 and will not otherwise
         act on instructions given by any person claiming to have a beneficial
         interest in the 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


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Allocated Bullion Account Agreement       - 6 -





         behalf. We are also entitled to rely on any instructions which are
         from, or which purport to emanate from, any person who appears to have
         such authority.

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

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

5.4      REFUSAL TO EXECUTE: We will, where practicable, refuse to execute
         instructions if in our opinion they are or may be contrary to the Rules
         or any applicable law.

6.       CONFIDENTIALITY

6.1      DISCLOSURE TO OTHERS: Subject to clause 6.2, we shall treat as
         confidential and will not, without your consent, disclose to any other
         person any transaction or other information we acquire about you or
         your business pursuant to this agreement. Subject to clause 6.2, you
         shall treat as confidential and will not, without our consent, disclose
         to any other person any information that we provide to you about us or
         our business pursuant to this agreement and that we tell you, at or
         before the time we provide it, we are providing to you on a
         confidential basis.

6.2      PERMITTED DISCLOSURES: Each party accepts that from time to time the
         other party may be required by law or the Rules, or requested by or
         required in connection with filings made with a government department
         or agency, fiscal body or regulatory or self-regulatory authority, to
         disclose information acquired under this agreement. In addition, the
         disclosure of such information may be required by a party's auditors,
         by its legal or other advisors, by a company which is in the same group
         of companies as a party (i.e. a subsidiary or holding company of a
         party) or by a Sub-Custodian. Subject to the agreement of the party to
         which information is disclosed to maintain it in confidence in
         accordance with clause 6.1, each party irrevocably authorises the other
         to make such disclosures without further reference to such party.

7.       CUSTODY SERVICES

7.1      APPOINTMENT: You hereby appoint us to act as custodian of the Bullion
         in accordance with this agreement and any Rules which apply to us.

7.2      SEGREGATION OF BULLION: We will be responsible for the safekeeping of
         the Bullion on the terms and conditions of this Agreement. We will
         segregate Bullion in your Allocated Account from any Precious Metal
         which we own or hold for others by making entries in




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Allocated Bullion Account Agreement       - 7 -







         our books and records to identify such Bullion as being held for your
         Allocated Account, and we will require Sub-Custodians to segregate
         Bullion held by them for us from any Precious Metal which they own or
         hold for others by making entries in their books and records to
         identify such Bullion as being held for us. It is understood that our
         undertaking to require Sub-Custodians to segregate Bullion from
         Precious Metal they own or hold for others reflects the current custody
         practice in the London market, and that accordingly we will be deemed
         to have communicated that requirement prior to the execution of this
         Agreement by our participation in that market. Entries on our books and
         records to identify Bullion will refer to each bar by refiner, assay,
         serial number and gross and fine weight. Under current LBMA market
         practices, the weight lists provided to us by our Sub-Custodians are
         expected to identify Bullion held for us by serial number and may
         include additional identifying information.

7.3      OWNERSHIP OF BULLION: We will identify in our books and records that
         the Bullion belongs solely to you.

7.4      LOCATION OF BULLION: Subject to clause 8.1, the Bullion held for you in
         your Allocated Account must be held by us at our London vault premises
         or by or for any Sub-Custodian, unless otherwise agreed between us.

8.       SUB-CUSTODIANS

8.1      SUB-CUSTODIANS: We may select Sub-Custodians to perform any of our
         duties under this agreement including the custody and safekeeping of
         Bullion. The Sub-Custodians we select may themselves select
         subcustodians to perform their duties, but such subcustodians shall not
         by such selection or otherwise be, or be considered to be, a
         Sub-Custodian as such term is used herein. We will use reasonable care
         in selecting any Sub-Custodian. As of the execution of this Agreement,
         the Sub-Custodians that we use are: the Bank of England, The Bank of
         Nova Scotia (ScotiaMocatta), Deutsche Bank AG, JPMorganChase Bank, 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):



Equity Gold Trust
Allocated Bullion Account Agreement       - 8 -



         (a)      you have all necessary authority, powers, consents, licences
                  and authorisations (which have not been revoked) and have
                  taken all necessary action to enable you lawfully to enter
                  into and perform your duties and obligations under this
                  agreement;

         (b)      the persons entering into this agreement on your behalf have
                  been duly authorised to do so; and

         (c)      this agreement and the obligations created under it are
                  binding upon you and enforceable against you in accordance
                  with its terms (subject to applicable principles of equity)
                  and do not and will not violate the terms of the Rules or any
                  law, order, charge or agreement by which you are bound.

9.2      OUR REPRESENTATIONS: We represent and warrant to you that (such
         representations and warranties being deemed to be repeated upon each
         occasion Bullion is credited to or debited from your Allocated Account
         under this agreement):

         (a)      we have all necessary authority, powers, consents, licences
                  and authorisations (which have not been revoked) and have
                  taken all necessary action to enable us lawfully to enter into
                  and perform our duties and obligations under this agreement;

         (b)      the persons entering into this agreement on our behalf have
                  been duly authorised to do so; and

         (c)      this agreement and the obligations created under it are
                  binding upon us and enforceable against us in accordance with
                  its terms (subject to applicable principles of equity) and do
                  not and will not violate the terms of the Rules or any law,
                  order, charge or agreement by which we are bound.



10.      FEES AND EXPENSES

10.1     FEES: For our services under this agreement you shall pay us an annual
         fee equal to .05% of the average daily aggregate value of the Gold held
         in the Allocated Account and the Unallocated Account. The gold held in
         the Allocated Account and the Unallocated Account shall be determined
         based on our end of Business Day balances, and the value of the Gold
         shall be computed on the basis of the price of an ounce of gold as
         fixed by the fixing members of the LBMA at or about 3:00 p.m. London
         time (the "London P.M. Fix"), or if no London P.M. Fix is made on such
         day, on the basis of the last prior London "fixing" (A.M. or P.M.). In
         computing such fee with respect to any day which is not a Business Day,
         the Custodian shall apply the end of Business Day balance and Gold
         price calculated for the last prior Business Day. Our fee shall be paid
         in quarterly installments in arrears against our computation of the
         amount due.

10.2     EXPENSES: You must pay us on demand all costs, charges and expenses
         (including any relevant taxes, duties and reasonable legal fees but not
         including fees of Sub-Custodians) incurred by us in connection with the
         performance of our duties and obligations under this agreement or
         otherwise in connection with the Bullion.







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Allocated Bullion Account Agreement       - 9 -




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 EXCLUSIVE:   All sums payable under this agreement by you to us
         shall be deemed to be exclusive of VAT.

12.      SCOPE OF RESPONSIBILITY

12.1     EXCLUSION OF LIABILITY: We will use reasonable care in the performance
         of our duties under this agreement and will only be responsible to you
         for any loss or damage suffered by you as a direct result of any
         negligence, fraud or wilful default on our part in the performance of
         our duties, in which case our liability will not exceed the market
         value of the Bullion at the time such negligence, fraud or wilful
         default is discovered by us, provided that we notify you promptly after
         we discover such negligence, fraud or wilful default. If we credit
         Bullion to your Allocated Account that is not of the fine weight we
         have represented to you, recovery by you, to the extent such recovery
         is otherwise allowed, shall not be barred by your delay in asserting a
         claim because of the failure to discover such loss or damage regardless
         of whether such loss or damage could or should have been discovered.

12.2     NO DUTY OR OBLIGATION: We are under no duty or obligation to make or
         take, or require any Sub-Custodian to make or take, any special
         arrangements or precautions beyond those required by the Rules or as
         specifically set forth herein.

12.3     INSURANCE: We shall maintain insurance in regard to our business,
         including our bullion and custody business, on such terms and
         conditions as we consider appropriate. Upon reasonable prior written
         notice, in connection with the preparation of the initial registration
         statement under the United States federal Securities Act of 1933, as
         amended, covering shares of the 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









Equity Gold Trust
Allocated Bullion Account Agreement       - 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.

12.5     INDEMNITY: You shall, solely out of the assets of the Equity Gold
         Trust, indemnify and keep us, and each of our directors, shareholders,
         officers, employees, agents, affiliates (as such term is defined in
         Regulation S-X adopted by the United States Securities and Exchange
         Commission under the United States federal Securities Act of 1933, as
         amended) and subsidiaries (us and each such person a "Custodian
         Indemnified Person" for purposes of this clause 12.5) indemnified (on
         an after tax basis) on demand against all costs and expenses, damages,
         liabilities and losses which we or such Custodian Indemnified Party may
         suffer or incur, directly or indirectly in connection with this
         agreement except to the extent that such sums are due directly to the
         negligence, wilful default or fraud of such Custodian Indemnified
         Party.

12.6     THIRD PARTIES: You are our sole customer under this agreement and we do
         not owe any duty or obligation or have any liability towards any person
         who is not a party to this agreement. This agreement does not confer a
         benefit on any person who is not a party to it. The parties to this
         agreement do not intend that any term of this agreement shall be
         enforceable by any person who is not a party to it and do intend that
         the Contracts (Rights of Third Parties) 1999 Act shall not apply to
         this Agreement. Nothing in this paragraph is intended to limit the
         obligations hereunder of any successor Trustee of the Equity Gold Trust
         or to limit the right of any successor Trustee of the Equity Gold Trust
         to enforce our obligations hereunder.

12.7     NO LIENS: We will not create any right, charge, security interest, lien
         or claim against the Bullion, except those in our favor arising under
         this agreement or the Unallocated Bullion Account Agreement, and we
         will not loan, hypothecate, pledge or otherwise encumber any Bullion
         except pursuant to your instructions.

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,







Equity Gold Trust
Allocated Bullion Account Agreement       - 11 -







         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.

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 that are
         permitted to be given orally under this agreement.

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: 889217 RNB
         SWIFT: BLIC GB2L

15.      GENERAL

15.1     NO ADVICE: Our duties and obligations under this agreement do not
         include providing you with investment advice. In asking us to open and
         maintain the Allocated Account, you do so in reliance of your own
         judgment and we shall not owe to you any duty to exercise any judgment
         on your behalf as to the merits or suitability of any deposits into, or
         withdrawals from, your Allocated Account.

15.2     RIGHTS AND REMEDIES: Our rights under this agreement are in addition
         to, and independent of, any other rights which we may have at any time
         in relation to the Bullion, except







Equity Gold Trust
Allocated Bullion Account Agreement       - 12 -





         that we will not have any right to set off against any account we
         maintain or property that we hold for you under this agreement any
         claim or amount that we may have against you or that may be owing to us
         other than pursuant to this agreement, no matter how that claim or
         amount arose.

15.3     ASSIGNMENT: This agreement is for the benefit of and binding upon us
         both and our respective successors and assigns. This agreement may not
         be assigned by either party without the written consent of the other
         party; except that this clause shall not restrict our power to merge or
         consolidate with any party, or to dispose of all or part of our custody
         business.

15.4     AMENDMENTS: Any amendment to this agreement must be agreed in writing
         and be signed by us both. Unless otherwise agreed, an amendment will
         not affect any legal rights or obligations which may already have
         arisen.

15.5     PARTIAL INVALIDITY: If any of the clauses (or part of a clause) of this
         agreement becomes invalid or unenforceable in any way under the Rules
         or any law, the validity of the remaining clauses (or part of a clause)
         will not in any way be affected or impaired.

15.6     ENTIRE AGREEMENT: This document represents the entire agreement, and
         supersedes any previous agreements between us relating to the subject
         matter of this agreement.

15.7     JOINT AND SEVERAL LIABILITY: If there is more than one of you, your
         responsibilities under this agreement apply to each of you individually
         as well as jointly.

15.8     COUNTERPARTS: This agreement may be executed in any number of
         counterparts each of which when executed and delivered is an original,
         but all the counterparts together constitute the same agreement.

15.9     BUSINESS DAYS: If any obligation of either you or us falls due to be
         performed on a day which is not a Business Day in respect of the
         Allocated Account in question, then the relevant obligations shall be
         performed on the next succeeding Business Day applicable to such
         account.

15.10    PROCESSING OF ACCOUNT ENTRIES: Except for physical withdrawals as to
         which transfer of ownership is determined at the Point of Delivery,
         records of (i) all deposits to and withdrawals from the Allocated
         Account and all debits and credits to the Unallocated Account which,
         pursuant to instructions given in accordance with this agreement and
         the 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 Unallo-






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Allocated Bullion Account Agreement       - 13 -












                cated Account for that Business Day shall be prepared overnight
                as at the close of our business on that Business Day.

                Reports of a transfer of Bullion which we debit from your
                Allocated Account for credit to your Unallocated Account on a
                Business Day and a transfer of Bullion which we debit from your
                Unallocated Account for credit to a Third Party Unallocated
                Account on that Business Day and of the balances in your
                Allocated Account and Unallocated Account for that Business Day
                shall be prepared overnight as at the close of our business on
                that Business Day.

         When you instruct us to debit Bullion from your Allocated Account for
         credit to your Unallocated Account and direct us to execute such
         instruction on the same Business Day as and in connection with one or
         more instructions that you give to us to debit Bullion from your
         Unallocated Account, we will use commercially reasonable efforts to
         execute the instructions in a manner that minimizes the time the
         Bullion to be debited from your Allocated Account stands to your credit
         in your Unallocated Account, save that we shall not be responsible for
         any delay caused by late, incorrect or garbled instructions or
         information from you or any third party.

15.11    MAINTENANCE OF THIS AGREEMENT. Concurrently with this agreement, we and
         you are entering into the Unallocated Bullion Account Agreement. That
         agreement shall remain in effect as long as this agreement remains in
         effect, and if that agreement is terminated, this agreement terminates
         with immediate effect.

15.12    PRIOR AGREEMENTS: The Agreement supersedes and replaces any prior
         existing agreement between you and us relating to the same subject
         matter.

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.





Equity Gold Trust
Allocated Bullion Account Agreement       - 14 -



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 of process:                          Your address for service of process
         HSBC Bank USA, London Branch                                 The Bank of New York
         8 Canada Square                                              101 Barclay Street, 22-W
         London, E14 5HQ, United Kingdom                              New York, New York 10286
         Attention:        Precious Metals Department                 Attention:       ADR Administration
                           Legal Department




EXECUTED by the parties as follows



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



Equity Gold Trust
Allocated Bullion Account Agreement       - 15 -




Signed on behalf of
HSBC BANK USA
by

         Signature         .............................................
         Name              .............................................
         Title             .............................................



Signed on behalf of
THE BANK OF NEW YORK,
NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
TRUSTEE OF THE EQUITY GOLD TRUST,
by



Signature         ............................................
Name              ............................................
Title             ............................................




                                                               Signature Page
                                                            Equity Gold Trust
                                          Allocated Bullion Account Agreement




                                    EXHIBIT B





                                  HSBC BANK USA

                                       AND

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








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

                                EQUITY GOLD TRUST

                      UNALLOCATED BULLION ACCOUNT AGREEMENT

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








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)      THE BANK OF NEW YORK, 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.


Equity Gold Trust
Unallocated Bullion Account Agreement        - 2 -



         "PARTICIPANT AGREEMENT" means that certain Participant Agreement in
         effect from time to time among the Trustee and each Participant, as
         those terms are defined in the Trust Indenture.

         "PARTICIPANT UNALLOCATED ACCOUNT" means the Precious Metal account a
         Participant is required by the Participant Agreement to have maintained
         by us for such Participant on an Unallocated Basis.

         "POINT OF DELIVERY" means such date and time that the recipient or its
         agent acknowledges in written form its receipt of delivery of Precious
         Metal.

         "PRECIOUS METAL" means gold.

         "RULES" means the rules, regulations, practices and customs of the LBMA
         (including without limitation the rules of the LBMA as to good
         delivery), the Bank of England and such other regulatory authority or
         body as shall affect the activities contemplated by this agreement.

         "SPONSOR" means World Gold Trust Services, LLC.

         "THIRD PARTY UNALLOCATED ACCOUNT" means a Precious Metal account
         maintained by us on an Unallocated Basis in the name of a person other
         than you in your capacity as Trustee of the 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 The Bank of New York, 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 delivery in accordance with the Rules of an amount of
         Precious Metal equal to the amount of Precious Metal standing to the
         credit of the person's account but has no ownership interest in any
         Precious Metal that we own or hold.

         "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.


Equity Gold Trust
Unallocated Bullion Account Agreement        - 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.


Equity Gold Trust
Unallocated Bullion Account Agreement        - 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: 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 notify you promptly and 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 notify you
         promptly and 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 in doing so we
         will consider your needs to communicate any such change to Participants



Equity Gold Trust
Unallocated Bullion Account Agreement        - 5 -






         and others.

4.       TRANSFERS FROM THE UNALLOCATED ACCOUNT

4.1      Procedure: We will transfer Bullion from your Unallocated Account to
         such persons and at such times and on such terms as specified in your
         instructions to us and not otherwise. A transfer of Bullion from your
         Unallocated Account may only be made by:

         (a)      transfer of Bullion to a Third Party Unallocated Account; or

         (b)      transfer of Bullion to your Allocated Account, including
                  pursuant to the standing instruction provided in clause
                  4.5; or

         (c)      subject to clause 4.4, by either (i) making the Bullion
                  available for collection at our vault premises, or as we may
                  direct or (ii), if separately agreed, delivering the Bullion
                  to such location as we agree at your expense and risk.

         Any Bullion to be made available in physical form pursuant to clause
         4.1(b) or (c) will be in a form which complies with the Rules or in
         such other form as may be agreed between us, and in all cases will
         comprise one or more whole bars selected by us (or other form as
         agreed), the combined fine weight of which will not exceed the number
         of fine ounces of Bullion you have instructed us to debit.

4.2      Instruction Requirements: You may at any time instruct us to transfer
         Bullion standing to the credit of your Unallocated Account. Any
         instruction relating to a transfer of Bullion other than pursuant to a
         standing instruction must:

         (a)      if it relates to a transfer pursuant to clause 4.1(a), be
                  received by us no later than 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
                  supplemented by a confirmatory instruction to be received by
                  us no later than 3:00 p.m. London time on the Withdrawal Date;

         (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 supplemented by a confirmatory
                  instruction to be received by us no later than 3:00 p.m.
                  London time on the Withdrawal Date;

          (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


Equity Gold Trust
Unallocated Bullion Account Agreement        - 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 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




Equity Gold Trust
Unallocated Bullion Account Agreement        - 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 will purchase for cash the remainder of the Bullion in
         your Unallocated Account 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 5.1 and clause 12 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




Equity Gold Trust
Unallocated Bullion Account Agreement        - 8 -






         agreement and that we tell you, at or before the time we provide it, we
         are providing to you on a confidential basis.

6.2      Permitted Disclosures: Each party accepts that from time to time the
         other party may be required by law or the Rules, or requested by or
         required in connection with filings made with a government department
         or agency, fiscal body or regulatory or self-regulatory authority, to
         disclose information acquired under this agreement. In addition, the
         disclosure of such information may be required by a party's auditors,
         by its legal or other advisors or by a company which is in the same
         group of companies as a party (eg. a subsidiary or holding company of a
         party). Subject to the agreement of the party to which information is
         disclosed to maintain it in confidence in accordance with clause 6.1,
         each party irrevocably 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 authorisations and have taken all necessary action to
                  enable you lawfully to enter into and perform your duties and
                  obligations under this agreement;

         (b)      the persons entering into this agreement on your behalf have
                  been duly authorised to do so; and

         (c)      this agreement and the obligations created under it are
                  binding upon you and enforceable against you in accordance
                  with its terms (subject to applicable principles of equity)
                  and do not and will not violate the terms of the Rules or any
                  law, order, charge or agreement by which you are bound.

7.2      Our Representations:   We represent and warrant to you that:

         (a)      We have all necessary authority, powers, consents, licences
                  and authorisations and have taken all necessary action to
                  enable us lawfully to enter into and perform our duties and
                  obligations under this agreement;

         (b)      the persons entering into this agreement on our behalf have
                  been duly authorised to do so; and

         (c)      this agreement and the obligations created under it are
                  binding upon us and enforceable against us in accordance with
                  its terms (subject to applicable principles of equity) and do
                  not and will not violate the terms of the Rules or any law,
                  order, charge or agreement by which we are bound.

8.       FEES AND EXPENSES

8.1      Fees: For our services under this agreement, and for our related
         administrative services to the Equity Gold Trust in connection with the
         processing of orders for the creation and




Equity Gold Trust
Unallocated Bullion Account Agreement        - 9 -





         redemption of Equity Gold Shares, including, but not limited to (i)
         reconciling of the balances of the Allocated Account, the Unallocated
         Account and the Participant Unallocated Accounts and (ii) communicating
         with you, the Sponsor, and the Participants relating to such orders,
         you shall pay us an annual fee equal to .04% of the average daily
         aggregate value of the gold held in Allocated Account and Unallocated
         Account. The Gold held in the Allocated Account and the Unallocated
         Account shall be determined based on our end of Business Day balances,
         and the value of the Gold shall be computed on the basis of the price
         of an ounce of gold as fixed by the fixing members of the LBMA at or
         about 3:00 p.m. London time (the "London P.M. Fix"), or if no London
         P.M. Fix is made on such day, on the basis of the last prior London
         "fixing" (A.M. or P.M.). In computing such fee with respect to any day
         which is not a Business Day, the Custodian shall apply the end of
         Business Day balance and Gold price calculated for the last prior
         Business Day. Our fee shall be paid in quarterly installments in
         arrears against our computation of the amount due.

8.2      Expenses: You must pay us on demand all costs, charges and expenses
         (including any relevant taxes, other than VAT payable on our fee,
         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 negligence,
         fraud or wilful default on our part in the performance of our duties,
         and in which case our liability will not exceed the aggregate of the
         Account Balance at the time such negligence, fraud or wilful default is
         discovered by us, provided that we notify you promptly after we
         discover such negligence, fraud or wilful default. If we deliver from
         your Unallocated Account Bullion that is not of the fine weight we have




Equity Gold Trust
Unallocated Bullion Account Agreement        - 10 -






         represented to you, recovery by you, to the extent such recovery is
         otherwise allowed, shall not be barred by your delay in asserting a
         claim because of the failure to discover such loss or damage regardless
         of whether such loss or damage could or should have been discovered.

9.2      No Duty or Obligation: We are under no duty or obligation to make or
         take any special arrangements or precautions beyond those required by
         the Rules or as specifically set forth in this agreement.

9.3      Force Majeure: We shall not be liable to you for any delay in
         performance, or for the non-performance of any of our obligations under
         this agreement by reason of any cause beyond our reasonable control.
         This includes any act of God or war or terrorism, any breakdown,
         malfunction or failure of transmission in connection with or other
         unavailability of any wire, communication or computer facilities, any
         transport, port, or airport disruption, industrial action, acts and
         regulations and rules of any governmental or supra national bodies or
         authorities or regulatory or self-regulatory organisations or failure
         of any such body, authority, or organisation for any reason, to perform
         its obligations.

9.4      Indemnity: You shall solely out of the assets of the Equity Gold Trust
         indemnify and keep us and each of our directors, shareholders,
         officers, employees, agents, affiliates (as such term is defined in
         Regulation S-X adopted by the United States Securities and Exchange
         Commission under the United States federal Securities Act of 1933, as
         amended) and subsidiaries (us and each such person a "Custodian
         Indemnified Person" for purposes of this clause 9.4) indemnified (on an
         after tax basis) on demand against all costs and expenses, damages,
         liabilities and losses which we may suffer or incur, directly or
         indirectly in connection with this agreement except to the extent that
         such sums are due directly to our negligence, wilful default or fraud.

9.5      Third Parties: You are our sole customer under this agreement and we do
         not owe any duty or obligation or have any liability towards any person
         who is not a party to this agreement. This agreement does not confer a
         benefit on any person who is not a party to it. The parties to this
         agreement do not intend that any term of this agreement shall be
         enforceable by any person who is not a party to it and do intend that
         the Contracts (Rights of Third Parties) 1999 Act shall not apply to
         this Agreement. Nothing in this paragraph is intended to limit the
         obligations hereunder of any successor Trustee of the Equity Gold Trust
         or to limit the right of any successor Trustee of the Equity Gold Trust
         to enforce our obligations hereunder.

10.      TERMINATION

10.1     Method: Either party may terminate this agreement by giving not less
         than 90 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





Equity Gold Trust
Unallocated Bullion Account Agreement        - 11 -



         (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.

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 that
         are permitted to be given orally under this agreement.

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:





Equity Gold Trust
Unallocated Bullion Account Agreement        - 12 -



         Precious Metals Operations
         HSBC Bank USA
         8 Canada Square
         London E14 5HQ
         Tested Telex: 889217 RNB
         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 Unallocated Accounts, except that we will not have
         any right to set off against any account we maintain or property that
         we hold for you under this agreement any claim or amount that we may
         have against you or that may be owing to us other than pursuant to this
         agreement, no matter how that claim or amount arose.

13.3     Assignment: This agreement is for the benefit of and binding upon us
         both and our respective successors and assigns. This Agreement may not
         be assigned by either party without the written consent of the other
         party, except that this clause shall not restrict our power to merge or
         consolidate with any party, or to dispose of all or part of our custody
         business.

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







Equity Gold Trust
Unallocated Bullion Account Agreement        - 13 -





         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 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. That
         agreement shall remain in effect as long as this agreement remains in
         effect, and if that agreement is terminated, this agreement terminates
         with immediate effect.

13.12    Prior Agreements: The Agreement supersedes and replaces any prior
         existing agreement between you and us relating to the same subject
         matter.






Equity Gold Trust
Unallocated Bullion Account Agreement        - 14 -



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 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 of process:                          Your address for service of process

         HSBC Bank USA, London Branch                                 The Bank of New York
         8 Canada Square                                              101 Barclay Street 22-W
         London, E14 5HQ, United Kingdom                              New York, New York 10286
         Attention:        Precious Metals Department                 Attention:    ADR Administration
                           Legal Department






EXECUTED by the parties as follows


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




Equity Gold Trust
Unallocated Bullion Account Agreement        - 15 -







Signed on behalf of
HSBC BANK USA
by
         Signature         ................................................
         Name              ................................................
         Title             ................................................


Signed on behalf of
THE BANK OF NEW YORK,
NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
TRUSTEE OF THE EQUITY GOLD TRUST,
by

Signature         ..............................................
Name              ..............................................
Title             ..............................................




                                                               Signature Page
                                                            Equity Gold Trust
                                       Unallocated Bullion Accounts Agreement






                                    EXHIBIT C

                                     FORM OF
                                EQUITY GOLD TRUST
                              PARTICIPANT AGREEMENT

         This Equity Gold Trust Participant Agreement (the "Agreement"), dated
as of ________, is entered into by and between __________ (the "Authorized
Participant"), The Bank of New York, not in its individual capacity but solely
as trustee (the "Trustee") of the Equity Gold Trust (the "Trust"), and World
Gold Trust Services, LLC, as sponsor (the "Sponsor") of the Trust.

                                     SUMMARY

         The Trustee serves as the trustee of the Trust pursuant to the Trust
Indenture dated as of __________ 2003 between the Sponsor and the Trustee (the
"Trust Indenture"). As provided in the Trust Indenture and described in the
Prospectus (defined below), units of fractional undivided beneficial interest in
and ownership of the Trust (the "Shares") may be created or redeemed by the
Trustee for an Authorized Participant in aggregations of one hundred thousand
(100,000) Shares (each aggregation, a "Basket"). Baskets are offered only
pursuant to the registration statement of the Trust on Form S-1, as amended
(Registration No.: 333-105202), as declared effective by the Securities and
Exchange Commission and as the same may be amended from time to time thereafter
together with the prospectus of the Trust (the "Prospectus") included therein.
Under the Trust Indenture, the Trustee is authorized to issue Baskets to, and
redeem Baskets from, Authorized Participants only, only through the facilities
of the Depository Trust Company ("DTC") or a successor depository, and only in
exchange for an amount of Gold that is transferred between the Authorized
Participant and the Trust through the Participant Unallocated Account (defined
below) and the Trust Unallocated Account by the Custodian and the Participant's
Custodian, acting on the instructions of the Trustee and the Authorized
Participant, respectively. Under the Trust Indenture, when the Trustee creates
Baskets in exchange for Gold, the Gold transferred by an Authorized Participant
to the Trust Unallocated Account is to be transferred to the Trust Allocated
Account by 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 tendered for redemption by an
Authorized Participant in exchange for Gold, the Gold held in the Trust
Allocated Account is to be deallocated and transferred to the Trust Unallocated
Account and 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 the specific procedures by which an Authorized
Participant may create or redeem Baskets.

         Because the creation and issuance of Shares through an Authorized
Participant may be viewed in connection with certain activities by the
Authorized Participant as a "distribution" of the Shares under the Securities
Act of 1933, as amended (the "1933 Act"), such Authorized Participant (or its
customers) may be deemed statutory underwriters subject to the prospectus-
delivery and liability provisions of the 1933 Act. Each Authorized Participant
should review the "Plan of Distribution" portion of the Prospectus and consult
with its own counsel in connection with entering into this Agreement and placing
an Order (defined below).



                                      -1-


         Capitalized terms used but not defined in this Agreement shall have the
meanings assigned to such terms in the Trust Indenture. To the extent there is a
conflict between any provision of this Agreement and the provisions of the Trust
Indenture, the provisions of the Trust Indenture shall control.

         To give effect to the foregoing premises and in consideration of the
mutual covenants and agreements set forth below, the parties hereto agree as
follows:

         Section 1. Order Placement. To place orders for the Trustee to create
or redeem one or more Baskets, Authorized Participants must follow the
procedures for creation and redemption referred to in Section 3 of this
Agreement ("Execution of Orders") and the procedures described in Attachment A
hereto, as each may be modified or supplemented from time to time.

         Section 2. Status of Authorized Participant. The Authorized Participant
represents and warrants and covenants the following:

         (a) The Authorized Participant is a participant of DTC (as such a
participant, a "DTC Participant"). If the Authorized Participant ceases to be a
DTC Participant, the Authorized Participant shall give immediate notice to the
Trustee of such event, and this Agreement shall terminate immediately as of the
date the Authorized Participant ceased to be a DTC Participant.

         (b) Unless Section 2(c) applies, the Authorized Participant either (i)
is registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended, and is a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD"), or (ii) is exempt from being, or
otherwise is not required to be, licensed as a broker-dealer or a member of the
NASD, and in either case is qualified to act as a broker or dealer in the states
or other jurisdictions where the nature of its business so requires. The
Authorized Participant will maintain any such registrations, qualifications and
membership in good standing and in full force and effect throughout the term of
this Agreement. The Authorized Participant will comply with all applicable
Federal laws, the laws of the states or other jurisdictions concerned, and the
rules and regulations promulgated thereunder, and with the Constitution, By-Laws
and Conduct Rules of the NASD (if it is a NASD member), and will not offer or
sell Shares in any state or jurisdiction where they may not lawfully be offered
and/or sold.

         (c) If the Authorized Participant is offering or selling Shares in
jurisdictions outside the several states, territories and possessions of the
United States and is not otherwise required to be registered, qualified or a
member of the NASD as set forth above, the Authorized Participant will (i)
observe the applicable laws of the jurisdiction in which such offer and/or sale
is made, (ii) comply with the full disclosure requirements of the 1933 Act, and
the regulations promulgated thereunder, and (iii) conduct its business in
accordance with the spirit of the NASD Conduct Rules.

         (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


                                      -2-


regulations promulgated thereunder, if the Authorized Participant is subject to
the requirements of the USA PATRIOT ACT.

         (e) With respect to the transfers of Gold contemplated by this
Agreement, the Authorized Participant shall establish with the Participant's
Custodian in London or at such other location as the Sponsor and the Trustee
agree an account in relation to Gold which shall be maintained on an Unallocated
Basis (the "Participant Unallocated Account"), which shall be used only to
effect transactions between the Authorized Participant and the Trust and which
shall be in addition to any separate Gold account maintained for the Authorized
Participant on an Unallocated Basis by the Participant's Custodian. The
Participant Unallocated Account shall be established and maintained pursuant to
a Participant Unallocated Bullion Account Agreement with the Participant's
Custodian in the form attached to this Agreement as Attachment B, as the same
may be amended pursuant to this Agreement. In addition, if the Authorized
Participant does not already have a Gold account maintained for it on an
Unallocated Basis by the Participant's Custodian (separate from the Participant
Unallocated Account), the Authorized Participant must establish such an account,
which shall be established and maintained pursuant to such agreement as it and
the Participant's Custodian shall agree.

         (f) The Authorized Participant has the capability to send and receive
communications via authenticated telecommunication facility to and from the
Trustee, the Custodian and the Participant's Custodian. The Authorized
Participant shall confirm such capability to the satisfaction of the Trustee and
the Custodian by the end of the Business Day before placing its first order with
the Trustee (whether such order is to create or to redeem Shares). If required
by the Trustee or the Custodian with respect to authorized telecommunications by
telephonic facsimile, the Authorized Participant shall enter into a separate
agreement with such Trustee or Custodian indemnifying such party with respect to
its communications by telephonic facsimile, substantially in the form attached
as Attachment C, as the same may be amended from time to time.

         Section 3. Execution of Orders. (a) 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. The Authorized Participant hereby
consents to the use of recorded telephone lines whether or not such use is
reflected in the procedures described in Attachment 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 such party is a customer or
otherwise) that each order to create a Basket (a "Purchase Order") and each
order to redeem a Basket (a "Redemption Order", and each Purchase Order and
Redemption Order, an "Order") may not be revoked by the Authorized Participant
upon its delivery to the Trustee.

         (c) The Trustee shall have the absolute right, but shall have no
obligation, to reject any Purchase Order or Creation Basket Deposit (i)
determined by the Trustee not to be in proper form; (ii) that the Sponsor has
determined and advised the Trustee would have adverse tax


                                      -3-


consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or
receipt of which would, in the opinion of counsel to the Sponsor acceptable to
the Trustee, be unlawful; or (iv) 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.

         (d) The Trustee shall reject any Redemption Order (i) determined by the
Trustee not to be in proper form or (ii) the fulfillment of which its counsel
advises may be illegal under applicable laws and regulations, and the Trustee
shall have no liability to any person for rejecting a Redemption Order in such
circumstances.

         (e) The Trustee may, in its discretion, and will when so directed by
the Sponsor, suspend the right of redemption, or postpone the applicable
redemption settlement date, (i) for any period during which the New York Stock
Exchange is closed other than customary weekend or holiday closings, or trading
is suspended or restricted; (ii) for any period during which an emergency exists
as a result of which delivery, disposal or evaluation of the Gold is not
reasonably practicable; or (iii) for such other period as the Sponsor determines
to be necessary for the protection of the Beneficial Owners. Neither the Sponsor
nor the Trustee shall be liable to any person or in any way for any loss or
damages that may result from any such suspension or postponement.

         Section 4. Gold Transfers. (a) Any Gold to be transferred in connection
with any Order shall be transferred between the Participant Unallocated Account
and the Trust Unallocated Account 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 its
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 Order by the Authorized Participant (the "Gold
Redemption Amount") at and after such time as the Gold Redemption Amount is
transferred to the Authorized Participant.

         Section 5. Gold Standards. All Gold to be transferred between the Trust
and the Authorized Participant in connection with any Order shall meet the
applicable requirements of The Good Delivery Rules for Gold and Silver Bars (the
"Good Delivery Rules") promulgated by the London Bullion Market Association (the
"LBMA"), which include standards for fineness. As provided in the Authorized
Participant's Participant Unallocated Bullion Account Agreement and in the Trust
Unallocated Bullion Agreement, amounts of Gold standing to the credit of an
Authorized Participant's Participant Unallocated Account or the Trust
Unallocated Account, as the case may be, are held on an Unallocated Basis,
which, as provided by those agreements, means only that each of the Authorized
Participant or the Trust, as the case may be, is entitled to call on the
Participant's Custodian or the Custodian, as the case may be, to deliver in
accordance with the Good Delivery Rules an amount of Gold equal to the amount of
Gold standing to the credit of the Authorized Participant's or the Trust's
relevant unallocated bullion account, as the case may be, but neither the
Authorized Participant nor the Trust has any ownership interest in


                                      -4-


any Gold that the Participant's Custodian or the Custodian, as the case may be,
owns or holds. The Sponsor and the Trustee may, from time to time, pursuant to
the Trust Indenture and as disclosed in the Prospectus, specify other gold
bullion to be held by the Trust and which therefore may be transferred between
the Trust and an Authorized Participant in connection with any Order, provided
that such other gold bullion 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 each Order by an Authorized
Participant to create or redeem one or more Baskets, the Trustee shall charge,
and the Authorized Participant shall pay to the Trustee, the Transaction Fee
prescribed in the Trust Indenture applicable to such creation or redemption. The
initial Transaction Fee shall be two thousand dollars ($2,000). The Transaction
Fee may be waived or otherwise adjusted from time to time as set forth in the
Prospectus. As described in the Procedures, in the case of a Redemption Order
that is held open until the fourth Business Day following the Redemption Order
Date, for each day (whether or not a Business Day) the Redemption Order is held
open, the Authorized Participant will be charged by the Trustee the greater of
$300 and $30 times the number of Baskets covered by the Redemption Order.

         Section 7. Authorized Persons. Concurrently with the execution of this
Agreement and from time to time thereafter, the Authorized Participant shall
deliver to the Trustee notarized and duly certified as appropriate by its
secretary or other duly authorized official, a certificate in the form of
Exhibit A setting forth the names and signatures of all persons authorized to
give instructions relating to activity contemplated hereby or 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 immediate written notice of such fact to
the Trustee and such notice shall be effective upon receipt by the Trustee. The
Trustee shall issue to each Authorized Person a unique personal identification
number (the "PIN Number") by which such Authorized Person shall be identified
and by which instructions issued by the Authorized Participant hereunder shall
be authenticated. The PIN Number shall be kept confidential by the Authorized
Participant and shall only be provided to the Authorized Person. If, after
issuance, the Authorized Person's PIN Number is changed, the new PIN Number
shall become effective on a date mutually agreed upon by the Authorized
Participant and the Trustee.

         Section 8. Redemption. The Authorized Participant represents and
warrants that it will not obtain an Order Number (as described in 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.



                                      -5-


         Section 9. Role of Authorized Participant. (a) The Authorized
Participant acknowledges that, for all purposes of this Agreement and the Trust
Indenture, the Authorized Participant is and shall be deemed to be an
independent contractor and has and shall have no authority to act as agent for
the Trust, the Sponsor, the Trustee, the Custodian, or the Participant's
Custodian in any matter or in any respect.

         (b) The Authorized Participant will make itself and its employees
available, upon request, during normal business hours to consult with the
Trustee, the Custodian, the Participant's Custodian or their designees
concerning the performance of the Authorized Participant's responsibilities
under this Agreement.

         (c) With respect to any creation or redemption transaction made by the
Authorized Participant pursuant to this Agreement for the benefit of any
customer or any other DTC Participant or Indirect Participant, or any other
Beneficial Owner, the Authorized Participant shall extend to any such party all
of the rights, and shall be bound by all of the obligations, of a DTC
Participant in addition to any obligations that it undertakes hereunder or in
accordance with the Trust Indenture.

         (d) The Authorized Participant will maintain records of all sales of
Shares made by or through it and will furnish copies of such records to the
Sponsor upon the request of the Sponsor.

     Section 10     Indemnification.

     (a) The Authorized Participant hereby indemnifies and holds harmless the
Trustee, the Custodian, the Participant's Custodian, the Trust, the Sponsor and
their respective direct or indirect affiliates (as defined below), 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, warranties and
covenants; (ii) any failure on the part of the Authorized Participant to perform
any of its obligations set forth in this Agreement; (iii) any failure by the
Authorized Participant to comply with applicable laws and the rules and
regulations of self-regulatory organizations; (iv) any actions of such
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) (A) 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 (B) any untrue statement
or alleged untrue statement of a material fact contained in any research
reports, marketing material and sales literature described in Section 14(b) or
any alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading to the extent
that such statement or omission relates to the Shares, any Indemnified Party or
the Trust, unless, in either case, such representation, statement or omission
was made or included by the Authorized Participant at the written direction of
the Sponsor.

     (b) The Sponsor hereby agrees to indemnify and hold harmless the Authorized
Participant, its respective subsidiaries, affiliates, directors, officers,
employees and agents, and each person, if any, who controls such persons within
the meaning of Section 15 of the 1933 Act (each an "Indemnified Party") from and
against any loss, liability, cost and expense (including attorneys' fees)
incurred by such Indemnified Party as a result of (i) any breach by the Sponsor
of any provisions of this Agreement that relates to the Sponsor; (ii) any
failure on the part of the Sponsor to perform obligations of the Sponsor set
forth in this Agreement; (iii) any failure by the Sponsor to comply with
applicable laws; or (iv) any untrue statement or alleged untrue statement of a
material fact contained in the registration statement of the Trust as originally
filed with the Securities and Exchange Commission or in any amendment thereof,
or in any prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading. [except those statements in the registration
statements dated ________, 2004 and referenced in the _________________ of the
Distribution Agreement dated _______________ 2004 between the Sponsor and UBS.]

     (c) This Section 10 shall not apply to the extent any such loss, liability,
damages, costs and expenses are incurred as a result or in connection with any
gross negligence, bad faith or willful misconduct on the part of such
Indemnified Party. The term "affiliate" in this Section 10 shall include, with
respect to any person, entity or organization, any other person, entity or
organization which directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with such person, entity
or organization.

     (d) No party to this Agreement shall be liable to the other party or to any
other person for any damages arising out of mistakes or errors in data provided
to such Indemnified Party by a third party, or out of interruptions or delays of
electronic means of communications with the Indemnified Parties.


                                      -6-


or more intermediaries, controls, is controlled by or is under common control
with such person, entity or organization.

         Section 11. (a) Limitation of Liability. None of the Sponsor, the
Trustee, the 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.

         (b) Tax Liability. The Authorized Participant shall be responsible for
the payment of any transfer tax, sales or use tax, stamp tax, recording tax,
value added tax and any other similar tax or government charge applicable to the
creation or redemption of any Basket made pursuant to this Agreement, regardless
of whether or not such tax or charge is imposed directly on the Authorized
Participant. To the extent the Trustee, the Sponsor or the Trust is required by
law to pay any such tax or charge, the Authorized Participant agrees to promptly
indemnify such party for any such payment, together with any applicable
penalties, additions to tax or interest thereon.

         Section 12. Acknowledgment. The Authorized Participant acknowledges
receipt of a (i) copy of the Trust Indenture and (ii) the current Prospectus of
the Trust and represents that it has reviewed and understands such documents.

         Section 13. Effectiveness and Termination. 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(a); (ii) upon notice to the
Authorized Participant by the Trustee in the event of a breach by the Authorized
Participant of this Agreement or the procedures described or incorporated
herein; (iii) immediately in the circumstances described in Section 19(j); or
(iv) at such time as the Trust is terminated pursuant to the Trust Agreement.

         Section 14. Marketing Materials; Representations Regarding Shares.

         (a) The Authorized Participant represents, warrants and covenants that
(1), without the written consent of the Sponsor, the Authorized Participant will
not make, or permit any of its representatives to make, any representations
concerning Shares or any Indemnified Party other than representations contained
(i) in the then current Prospectus of the Trust, (ii) in printed information
approved by the Sponsor as information supplemental to such Prospectus or (iii)
in any promotional materials or sales literature furnished to the Authorized
Participant by the Sponsor, and (2) the Authorized Participant will not furnish
or cause to be furnished to any person or display or publish any information or
material relating to the Shares, any 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


                                      -7-


research reports, marketing material and sales literature that includes
information, opinions or recommendations relating to the Shares (i) for public
dissemination, provided that such research reports, marketing material or sales
literature, compare the relative merits and benefits of Shares with other
products; and (ii) for internal use by the Authorized Participant. The
Authorized Participant will file all such research reports, marketing material
and sales literature related to the Shares with the NASD to the extent required
by the NASD Conduct Rules.

         (c) The Authorized Participant and its affiliates may prepare and
circulate in the regular course of their businesses, without having to refer to
the Shares or the Trust's then current Prospectus, data and information relating
to the price of gold.

         (d) The Authorized Participant hereby agrees that for the term of this
Agreement the Sponsor may deliver the then current Prospectus, and any
supplements or amendments thereto or recirculation thereof, to the Authorized
Participant in Portable Document Format ("PDF") via electronic mail in lieu of
delivering the Prospectus in paper form. The Authorized Participant may revoke
the foregoing agreement at any time by delivering written notice to the Sponsor
and, whether or not such agreement is in effect, the Authorized Participant may,
at any time, request reasonable quantities of the Prospectus, and any
supplements or amendments thereto or recirculation thereof, in paper form from
the Sponsor. The Authorized Participant acknowledges that it has the capability
to access, view, save and print material provided to it in PFD form and that it
will incur no appreciable extra costs by receiving the Prospectus in PDF form
instead of in paper form. The Sponsor will when requested by the Authorized
Participant make available at no cost the software and technical assistance
necessary to allow the Authorized Participant to access, view and print the PDF
form of the Prospectus.

         Section 15. Title To Gold. The Authorized Participant represents and
warrants on behalf of itself and any party for which it acts that upon delivery
of a Creation Basket Deposit to the Trustee in accordance with the terms of the
Trust Indenture and this Agreement, the Trust will acquire good and unencumbered
title to the Gold which is the subject of such Creation Basket Deposit free and
clear of all pledges, security interests, liens, charges, taxes, assessments,
encumbrances, equities, claims, options or limitations of any kind or nature,
fixed or contingent, and not subject to any adverse claims, including any
restriction upon the sale or transfer of all or any part of such Gold which is
imposed by any agreement or arrangement entered into by the Authorized
Participant or any party for which it is acting in connection with a Purchase
Order.

         Section 16. Third Party Beneficiaries. Each Indemnified Party, to the
extent it is not a party to this Agreement, is a third-party beneficiary of this
Agreement (each, a "Third Party Beneficiary") and may proceed directly against
the Authorized Participant (including by bringing proceedings against the
Authorized Participant in its own name) to enforce any obligation of the
Authorized Participant under this Agreement which directly or indirectly
benefits such Third Party Beneficiary.

         Section 17. Force Majeure. No party to this Agreement shall incur any
liability for any delay in performance, or for the non-performance, of any of
its obligations under this Agreement by reason of any cause beyond its
reasonable control. This includes any act of God or war or terrorism, any
breakdown, malfunction or failure of transmission in connection with or other
unavailability of any wire, communication or computer facilities, any transport,
port, or airport


                                      -8-


disruption, industrial action, acts and regulations and rules of any
governmental or supra national bodies or authorities or regulatory or
self-regulatory organization or failure of any such body, authority or
organization for any reason, to perform its obligations.

         Section 18. Ambiguous Instructions. If a Purchase Order Form or a
Redemption Order Form otherwise in good form contains order terms that differ
from the information provided in the telephone call at the time of issuance of
the applicable order number, the Trustee will attempt to contact one of the
Authorized Persons of the Authorized Participant to request confirmation of the
terms of the Order. If an Authorized Person confirms the terms as they appear in
the Order, then the Order will be accepted and processed. If an Authorized
Person contradicts the Order terms, the Order will be deemed invalid, and a
corrected Order must be received by the Trustee, as the case may be, not later
than the earlier of: (i) within 15 minutes of such contact with the Authorized
Person; or (ii) 45 minutes after the Order Cut-Off Time (as described in
Attachment A). If the Trustee, is not able to contact an Authorized Person, then
the Order shall be accepted and processed in accordance with its terms
notwithstanding any inconsistency from the terms of the telephone information.
In the event that an Order contains terms that are illegible, the Order will be
deemed invalid and the Trustee will attempt to contact one of the Authorized
Persons of the Authorized Participant to request retransmission of the Order. A
corrected Order must be received by the Trustee not later than the earlier of
(i) within 15 minutes of such contact with the Authorized Person or (ii) 45
minutes after the Order Cut-Off Time, as the case may be.

         A form of Purchase Order Form is attached hereto as Exhibit B and a
form of Redemption Order Form is attached hereto as Exhibit C.

         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 or Authorized Participant 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. 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 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


                                      -9-


mail, return receipt requested, by nationally recognized overnight courier
(delivery confirmation received) or by telex, telegram or telephonic facsimile
or similar means of same day delivery (transmission confirmation received), with
a confirming copy by mail as provided herein. For avoidance of doubt, notices
may not be given or transmitted by electronic mail. Unless otherwise notified in
writing, all notices to the Trust shall be given or sent to the Trustee. All
notices shall be directed to the address or telephone or facsimile numbers
indicated below the signature line of the parties on the signature page hereof.

         (d) Successors and Assigns. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns.

         (e) Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any party without the prior
written consent of the other parties, except that any entity into which a party
hereto may be merged or converted or with which it may be consolidated or any
entity resulting from any merger, conversion, or consolidation to which such
party hereunder shall be a party, or any entity succeeding to all or
substantially all of the business of the party, shall be the successor of the
party under this Agreement without the execution or filing of any paper,
instrument or further act to be done on the part of the parties hereto, anything
in this Agreement, or in any agreement relating to such merger, consolidation,
conversion or succession, by which any such party may seek to retain certain
powers, rights, and privileges theretofore obtaining for any period of time
following such merger, consolidation, conversion or succession, to the contrary
notwithstanding. The party resulting from any such merger, conversion,
consolidation or succession shall notify the other parties hereto of the change.
Any purported assignment in violation of the provisions hereof shall be null and
void. Notwithstanding the foregoing, this Agreement shall be automatically
assigned to any successor Trustee 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.



                                      -10-


         (h) Interpretation. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or interpretation of
this Agreement.

         (i) Entire Agreement. This Agreement and the Trust Indenture, along
with any other agreement or instrument delivered pursuant to this Agreement and
the Trust Indenture, supersede all prior agreements and understandings between
the parties with respect to the subject matter hereof, provided, however, that
the Authorized Participant shall not be deemed by this provision to be a party
to the Trust Indenture.

         (j) Severance. If any provision of this Agreement is held by any court
or any act, regulation, rule or decision of any other governmental or supra
national body or authority or regulatory or self-regulatory organization to be
invalid, illegal or unenforceable for any reason, it shall be invalid, illegal
or unenforceable only to the extent so held and shall not affect the validity,
legality or enforceability of the other provisions of this Agreement and this
Agreement will be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein, unless the Sponsor determines in its
discretion, after consulting with the Trustee, that the provision of this
Agreement that was held invalid, illegal or unenforceable does affect the
validity, legality or enforceability of one or more other provisions of this
Agreement, and that this Agreement should not be continued without the provision
that was held invalid, illegal or unenforceable, and in that case, upon the
Sponsor's notification of the Trustee of such a determination, this Agreement
shall immediately terminate and the Trustee will so notify the Authorized
Participant immediately.

         (k) No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rule of strict construction will be applied against any party.

         (l) Survival. Sections 10 (Indemnification) and 16 (Third Party
Beneficiaries) hereof shall survive the termination of this Agreement.

         (m) Other Usages. The following usages shall apply in interpreting this
Agreement: (i) references to a governmental or quasigovernmental agency,
authority or instrumentality shall also refer to a regulatory body that succeeds
to the functions of the agency, authority or instrumentality; and (ii)
"including" means "including, but not limited to."



                            [Signature Page Follows]




                                      -11-





         IN WITNESS WHEREOF, the Authorized Participant, the Sponsor and the
Trustee, on behalf of the Trust, have caused this Agreement to be executed by
their duly authorized representatives as of the date first set forth above.


The Bank of New York, not in its individual
capacity, but solely as Trustee of the
Equity Gold Trust


By:
           -----------------------------------------------
Name:
           -----------------------------------------------
Title:
           -----------------------------------------------
Address:
           -----------------------------------------------

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

           -----------------------------------------------
Telephone:
           -----------------------------------------------
Facsimile:
           -----------------------------------------------



[Name of Authorized Participant]

By:
           -----------------------------------------------
Name:
           -----------------------------------------------
Title:
           -----------------------------------------------
Address:
           -----------------------------------------------

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

           -----------------------------------------------
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: (212) 688-0410
           -----------------------------------------------





                                      -12-


                                    EXHIBIT A



                                EQUITY GOLD TRUST



         FORM OF CERTIFIED AUTHORIZED PERSONS OF AUTHORIZED PARTICIPANT


         The following are the names, titles and signatures of all persons (each
an "Authorized Person") authorized to give instructions relating to any activity
contemplated by the Participant Agreement or any other notice, request or
instruction on behalf of the Authorized Participant pursuant to the Equity Gold
Trust Participant Agreement.

Authorized Participant:
                       -----------------------------------

Name:
           -----------------------------------------------
Title:
           -----------------------------------------------
Signature:
           -----------------------------------------------
Name:
           -----------------------------------------------
Title:
           -----------------------------------------------
Signature:
           -----------------------------------------------



Name:
           -----------------------------------------------
Title:
           -----------------------------------------------
Signature:
           -----------------------------------------------
Name:
           -----------------------------------------------
Title:
           -----------------------------------------------
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





                                  ATTACHMENT A

                                     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 ___________, 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").

         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, a Business Day is
         defined as any day other than (i) a day on which the New York Stock
         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, (iv) a day on which banking institutions in the
         United Kingdom or in such other jurisdiction, as the case may be, are
         authorized by law to close or a day on which the London gold market is
         closed or, (v) a day on which banking institutions in the United
         Kingdom or in such other jurisdiction, as the case may be, are
         authorized to be open for less than a full business day or the London
         gold market is open for trading for less than a full business day and
         transaction procedures required to be executed or completed before the
         close of the business day may not be so executed or completed.




The Procedures are divided into two sections, entitled respectively "Creation
Process" and "Redemption Process." Because the issuance and redemption of 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.

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


A Participant's ability to transfer Gold to and receive Gold from the Trust
depends also on the account agreement governing the Participant's 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.



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,
in most instances, by 9:00 a.m. N.Y. time/usually 2:00 p.m. London time on
CREATION T+3:

         o    Transfer to the Trust's Allocated Account 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    The Custodian will endeavor, on a best efforts basis, to complete
              the allocation of gold from the Trust's Unallocated Account into
              the Trust's Allocated Account by 2:00 p.m. London time/usually
              9:00 a.m. NY time. If, however, the Custodian is unable to do so,
              then the Trustee will issue shares by no later than 4:00 p.m.
              London time/usually 11:00 a.m. NY time



         against the Trust's Unallocated Account balance representing the
         Participant's creation basket(s). Therefore, on occasion a Basket of
         Shares may be transferred to the Participant's account at the
         Depository Trust Company later than 9:00 a.m. N.Y. time/usually 2:00
         p.m. London time on Creation T+3. On such occasion, the Trustee will
         notify the Participant of the delay in transfer by 9:30 a.m. N.Y.
         time/usually 2:30 p.m. London time on Creation T+3. This call will
         inform the Participant of the anticipated time by which the Basket of
         Shares will be credited to their DTC account.

CREATION T (PURCHASE ORDER TRADE DATE)

         1.   By the Order Cut-off Time (close of regular trading on the NYSE,
              usually 4:00 p.m. N.Y. time), 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").

         2.   By the Order Cut-off Time, an Authorized Person of the Participant
              calls the Trustee at (212) 815-6250 notifying the Trustee that the
              Participant wishes to place a Purchase Order with the Trustee to
              create an identified number of Baskets of Shares and requests that
              the Trustee provide an Order Number. The Authorized Person
              provides a PIN number as identification to the Trustee. The
              Trustee will provide the Participant with an Order Number for the
              Participant's Purchase Order Form. After the receipt of the Order
              Number, the Participant faxes the Purchase Order to the Trustee
              using the Purchase Order Form included as part of the Participant
              Agreement. The Purchase Order Form should include the Authorized
              Person's signature, number of Baskets of Shares required, and the
              Order Number previously provided by the Trustee.

         3.   If the Trustee has not received the Purchase Order Form from the
              Participant within 15 minutes after the Trustee receives the phone
              call from the Participant referenced in 2. above, the Trustee
              places a phone call to the Participant to enquire about the status
              of the order. If the Participant does not fax the Purchase Order
              Form to the Trustee within 15 minutes after the Trustee's phone
              call, the Participant's order is cancelled. The Trustee will then
              notify the Participant that the order has been cancelled via
              telephone call.

         4.   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".

         5.   Based on the Purchase Orders placed with it on CREATION T, the
              Trustee sends an authenticated electronic message (Swift MT699) 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. In addition, the authenticated electronic
              message (Swift MT699) will include details of all expected
              unallocated gold receipts for each Participant.

         6.   By the close of business (usually, 5:00 p.m. N.Y. time) but no
              later than, 9 a.m. London Time on T+2, each Participant acquiring
              Baskets on CREATION T+3 sends an authenticated electronic message
              (Swift MT604) 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.






      CREATION T+2


         1.   By 5:00 p.m. London time/usually 12:00 noon N.Y. time, HBUS London
              will send the Trustee an email message identifying Participants
              that intend to create Baskets of Shares on CREATION T+3, but that
              do not have sufficient Gold in their Participant Unallocated
              Account to enable such creation.

         2.   If Gold in the Participant's Unallocated Account is not sufficient
              to purchase the Baskets of Shares, the Trustee will contact the
              Participant to inform the Participant of the shortfall. The
              Participant will then have the option of providing to the Trustee
              a letter of credit ("LOC") or of transferring additional Gold to
              the Participant's Unallocated Account. Additionally, the
              Participant has the option of borrowing the Gold.

         3.   If applicable, the Trustee will send an authenticated electronic
              message (Swift MT699) and an email message to HBUS London,
              indicating that a LOC has been received by a Participant in an
              amount sufficient to cover any shortfall in the Participant's
              Unallocated Account.


                            NOTES FOR Participant (CREATION T+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 usually 4.00 p.m. London time on CREATION
         T+2, or that a LOC has been delivered to the Trustee by 4:00 p.m. N.Y.
         time on CREATION T+2. In addition, in the event a LOC is used, the
         participant is responsible for ensuring that Gold in the relevant
         amount(s) is credited to the Participant Unallocated Account by close
         of business usually 4:00 p.m. London time on Creation T+4. If the
         Participant fails to complete the transaction by close of business on
         Creation T+4, the Trustee will use the proceeds of the LOC to purchase
         the required amount(s) of Gold.


        CREATION T+3


         1.   HBUS London transfers the relevant amount of gold from the
              Participant's Unallocated Account to the Trust's Unallocated
              Account.

         2.   As of 2:00 p.m. London time/ usually 9:00 a.m. N.Y. time, HBUS
              London notifies the Trustee on the status of the allocation
              process and, if complete, 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.

         3.   At 9:00 a.m. N.Y. time/usually 2:00 p.m. London time, following
              receipt of the notice from HBUS London confirming the transfer of
              the relevant amount(s) of Gold to the Trust Allocated Account, the
              Trustee authorizes the creation and issuance of the Baskets of
              Shares 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. If the Custodian, despite their
              best efforts, is unable to complete the allocation process, then
              the Trustee will issue shares, in the relevant amount, by no later
              than 4:00 p.m. London time/usually 11:00 a.m. NY time



              against the Trust's Unallocated Account position. The creation and
              issuance of Shares will occur through the DTC system known as
              "Deposit and Withdrawal at Custodian" ("DWAC").






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 Close of Business for trading on the NYSE (usually 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 9:00 a.m. N.Y. time/usually 2:00 p.m. London
time on REDEMPTION T+3:


         o    the transfer to the Trustee's account at DTC and the subsequent
              cancellation of the relevant number of the Participant's Shares;
              and

         o    the transfer to the Participant by credit to the Participant
              Unallocated Account of Gold in the relevant 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.




        REDEMPTION T (REDEMPTION ORDER TRADE DATE)


         1.   By the Order Cut-off Time (close of regular trading on the NYSE,
              usually 4:00 p.m. N.Y. time), the Participant submits to the
              Trustee the Participant's order to redeem one or more Baskets of
              Shares in accordance with the following process (a "Redemption
              Order").

         2.   By the Order Cut-off Time, an Authorized Person of the Participant
              calls the Trustee at (212)815-6250 notifying the Trustee that the
              Participant wishes to place a Redemption Order with 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. The
              Trustee will provide the Participant with an order number for the
              Participant's Redemption Order form. After the receipt of the
              order number, the Participant faxes the Redemption Order to the
              Trustee using the Redemption Order Form included as part of the
              Participant Agreement. The Redemption Order Form should include
              the Authorized Person's signature, number of Baskets of Shares
              redeemed, and the order number previously provided by the Trustee.

         3.   By the close of business (usually 5:00 p.m. N.Y. time), each
              Participant redeeming Baskets of Shares on REDEMPTION T+3 sends an
              authenticated electronic message (Swift MT605) to HBUS London
              identifying that Participant's Unallocated Account into which
              gold, in the relevant amount, is to be received on T+3.


         4.   The Trustee sends an authenticated electronic message (SWIFT
              MT699) containing instructions to HBUS London to do the following
              by 9:00 a.m. N.Y. time/usually 2:00 p.m. London time on REDEMPTION
              T+3:

              o    Transfer the total amount of Gold involved in Redemptions
                   from the Trust Allocated Account to the Trust Unallocated
                   Account ("deallocate").

              o    Transfer from the Trust Unallocated Account to the
                   Participant's Unallocated Account a relevant amount of Gold
                   equal to the Basket of Shares redeemed by each Participant on
                   REDEMPTION T.


        REDEMPTION T+3


         1.   By 9:00 a.m. N.Y. time, the Participant delivers free to the
              Trustee's Participant account at DTC (#2209) the Shares to be
              redeemed.

         2.   If the Trustee does not receive from a redeeming Participant all
              Shares comprising a Basket by 9:00 a.m. N.Y. time, the Trustee
              will keep the redeeming Participant's Redemption Order open as to
              that Basket until 9:00 a.m. N.Y. time on the following Business
              Day (REDEMPTION T+4). For each day (whether or not a Business Day)
              the Redemption Order is held open, the Participant will be charged
              by the Trustee the greater of $300 or $30 times the number of
              Baskets covered by the Redemption Order.

         3.   By 3.00 p.m. London time/usually 10.00 a.m. New York time, the
              Trustee sends an authenticated electronic message (Swift MT699) to
              the Custodian in relation to the Participants from whom the
              Trustee has not received the Shares directing the Custodian to
              cancel the previously issued instructions to redeem, and to
              reallocate the relevant amount(s) of gold from the Trust
              Unallocated Account to the Trust Allocated Account, and in
              relation to the Participants from whom the Trustee has received
              the Shares directing the Custodian to transfer Gold in the
              relevant amount(s) from the Trust Unallocated Account to the
              Participant Unallocated Account.


         4.   If the Redemption Order is cancelled, then the Custodian will
              reallocate gold from the Trust Unallocated Account and transfer to
              the Trust Allocated Account, using the closest fine amount of Gold
              (in ounces) as possible to that of the original Redemption Basket
              deallocation from the Trust Allocated Account to the Trust
              Unallocated Account.

         5.   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.

         6.   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 (SWIFT Message 608)
              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).

REDEMPTION T+4

         1.   By 9:00 a.m. N.Y. time/usually 2:00 p.m. London time, the
              redeeming Participant who failed to deliver free to the Trustee's
              Participant account at DTC (#2209) the Shares to be redeemed by
              9:00 a.m. on REDEMPTION T+3 must deliver free to the Trustee's
              Participant account at DTC (#2209) the Shares to be redeemed. If
              the Participant again fails to deliver the Shares, the Redemption
              Order will be cancelled.

         2.   If the Redemption Order is cancelled, then the Custodian will
              reallocate gold from the Trust Unallocated Account and transfer to
              the Trust Allocated Account, using the closest fine amount of Gold
              (in ounces) as possible to that of the original Redemption Basket
              deallocation from the Trust Allocated Account to the Trust
              Unallocated Account.

         3.   If the Shares are delivered successfully, then by 10:00 a.m. N.Y.
              time/usually 3:00 p.m. London time, the Trustee sends an
              authenticated electronic message (SWIFT Message MT699) to HBUS
              London with instructions 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.

         4.   Overnight after the close of business (usually 4:00 p.m. London
              time) on REDEMPTION T+4, the HBUS London gold system automatically
              generates an authenticated electronic message (SWIFT Message
              MT608) 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).








                                    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





                                  ATTACHMENT B




                                  HSBC BANK USA

                                       and

                              [NAME OF PARTICIPANT]





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


                                EQUITY GOLD TRUST
                PARTICIPANT UNALLOCATED BULLION ACCOUNT AGREEMENT

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




















THIS AGREEMENT ("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)      [NAME OF PARTICIPANT] a company incorporated under the laws of [ ],
         whose [registered office][principal place of business] is at [ ]
         ("YOU").

INTRODUCTION

We have agreed to open and maintain for you an Unallocated Account (defined
below) in connection with your being a Participant with respect to the Equity
Gold Trust, and to provide other services to you in connection with the
Unallocated Account. This agreement sets out the terms under which we will
provide those services to you and the arrangements which will apply in
connection with those services.

IT IS AGREED AS FOLLOWS:

1.       INTERPRETATION
         --------------

1.1      DEFINITIONS:  In this agreement:

         "ACCOUNT BALANCE" means the balance from time to time standing to your
         credit in your Unallocated Account.

         "AVAILABILITY DATE" means the Business Day on which you wish to
         transfer Precious Metal to us for deposit into the Unallocated Account.

         "BULLION" means the Precious Metal standing to your credit in your
         Unallocated Account.

         "BUSINESS DAY" means a day (excluding Saturdays, Sundays and public
         holidays) on which commercial banks generally are open for business in
         London.

         "EQUITY GOLD SHARE" means each unit of fractional undivided beneficial
         interest in and ownership of the Equity Gold Trust, as the same shall
         be created and issued pursuant to the Trust Indenture.


                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                   Page 1 of 15



         "EQUITY GOLD TRUST" means the Trust created under the Trust Indenture.

         "LONDON A.M. GOLD FIX" means the price of an ounce of gold as fixed by
         the fixing members of the LBMA on or about 10:30 a.m. London, England,
         time.

         "LBMA" means The London Bullion Market Association or its successors.

         "PARTICIPANT" means a Participant as defined in the Trust Indenture.

         "PARTICIPANT AGREEMENT" means that certain Participant Agreement in
         effect from time to time between you and the Trustee on behalf of the
         Trust, pursuant to the Trust Indenture.

         "POINT OF DELIVERY" means such date and time that the recipient or its
         agent acknowledges in written form its receipt of delivery of Precious
         Metal.

         "PRECIOUS METAL" means gold.

         "RULES" means the rules, regulations, practices and customs of the LBMA
         (including the rules of the LBMA as to good delivery), the Bank of
         England and such other regulatory authority or body as shall affect the
         activities contemplated by this agreement.

         "SPONSOR" means World Gold Trust Services, LLC.

         "TRUSTEE" means The Bank of New York.

         "TRUST INDENTURE" means that certain Trust Indenture of Equity Gold
         Trust dated as of [ ], 2003, between the Sponsor and the Trustee,
         effective [ ], 2003.

         "TRUST UNALLOCATED ACCOUNT" means the account maintained by us for the
         Equity Gold Trust in relation to Gold (as defined in the Trust
         Indenture) pursuant to the Trust Unallocated Bullion Account Agreement
         (as defined in the Trust Indenture).

         "UNALLOCATED ACCOUNT" means the account maintained by us in your name
         on an Unallocated Basis pursuant to this agreement.

         "UNALLOCATED BASIS" means, with respect to a Precious Metal account
         maintained with us, that the person in whose name the account is held
         is entitled to call on us to deliver in accordance with the Rules an
         amount of Precious Metal equal to the amount of Precious Metal standing
         to the credit of the person's account


                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                   Page 2 of 15







         but has no ownership interest in any Precious Metal that we own or
         hold.

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

         "WITHDRAWAL DATE" means the Business Day on which you wish to withdraw
         Precious Metal from your Unallocated Account.

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

1.3      SINGULAR AND PLURAL; OTHER USAGES: References to the singular include
         the plural and vice versa. A reference to "A or B" means "A or B or
         both A and B". "Including" means "including but not limited to".

2.       UNALLOCATED ACCOUNTS
         --------------------

2.1      OPENING UNALLOCATED ACCOUNT: We shall open and maintain an Unallocated
         Account for you under this Agreement solely in respect of Bullion to be
         transferred between you and the Equity Gold Trust or withdrawn in
         accordance with clause 4.

2.2      DENOMINATION OF UNALLOCATED ACCOUNT: The Unallocated Account shall
         evidence and record the amount of Bullion standing to your credit
         therein, and increases and decreases to that amount. The Unallocated
         Account shall be denominated in fine ounces of gold to three decimal
         places.

2.3      REPORTS: We will provide you with monthly statements of your Account
         Balance and debit and credit advices will be sent to you following each
         deposit into and withdrawal from the Unallocated Accounts.

2.1      2.4 REVERSAL OF ENTRIES: We at all times reserve the right to reverse
         any provisional or erroneous entries to your Unallocated Account with
         effect back-valued to the date upon which the final or correct entry
         (or no entry) should have been made.

3.       DEPOSITS
         --------

3.1      PROCEDURE: You may at any time notify us of your intention to deposit
         Precious Metal in your Unallocated Account. A deposit may be made (in
         the manner and accompanied by such documentation as we may require)
         only by transfer from an



                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                   Page 3 of 15





         account of yours relating to the same kind of Precious Metal and having
         the same denomination as that to which this Unallocated Account
         relates. We will not accept physical delivery of Precious Metal into
         this account.

3.2      NOTICE REQUIREMENTS: Any notice relating to a deposit of Precious Metal
         must be in writing and:

         (a)      be received by us no later than 2.00 p.m. (London time) on the
                  Availability Date unless otherwise agreed;

         (b)      specify the details of the account from which the Precious
                  Metal will be transferred; and

         (c)      specify the amount (in the appropriate denomination) of the
                  Precious Metal to be credited to the Unallocated Account, the
                  Availability Date and any other information which we may from
                  time to time require.

3.3      TIMING: A deposit of Precious Metal will not be credited to an
         Unallocated Account until an account of ours with any bank, broker or
         other firm has been credited with an amount of Precious Metal equal to
         the amount of such deposit.

3.4      RIGHT TO REFUSE PRECIOUS METAL OR AMEND PROCEDURE: We may refuse to
         accept Precious Metal, amend the procedure in relation to the deposit
         of Precious Metal or impose such additional procedures in relation to
         the deposit of Precious Metal as we may from time to time consider
         appropriate. Any such refusal, amendment or additional procedures will
         be promptly notified to you.

4.       WITHDRAWALS
         -----------

4.1      PROCEDURE: You may at any time notify us of your intention to withdraw
         Precious Metal standing to the credit of your Unallocated Account. We
         will transfer Bullion from your Unallocated Account only at such times
         and on such terms as specified in your instructions to us. A withdrawal
         may be made (in the manner and accompanied by such documentation as we
         may require) by:

         (a)      transfer to an account of yours relating to the same kind of
                  Precious Metal and having the same denomination as that to
                  which the Unallocated Account relates; or

         (b)      the collection by you of Precious Metal from us at our vault
                  premises, or as we may direct, at your expense and risk; or


                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                   Page 4 of 15



         (c)      by delivery of Precious Metal to you at such location as you
                  direct, at your expense and risk; or

         (d)      transfer to the Trust Unallocated Account.

         Any Precious Metal made available to you pursuant to clause 4.1 (b) or
         (c) will be in a form which complies with the Rules or in such other
         form as may be agreed between us. We are entitled to select the
         Precious Metal to be made available to you pursuant to clause 4.1(b) or
         (c) which in all cases will comprise one or more whole bars selected by
         us (or other form as agreed), the combined fine weight of which will
         not exceed the number of fine ounces of Bullion you have instructed us
         to withdraw. Anything in this agreement to the contrary
         notwithstanding, and without limiting your right to withdraw Bullion,
         we shall not be obliged to effect any requested delivery if, in our
         reasonable opinion, this would cause us or our agents to be in breach
         of the Rules or other applicable law, court order or regulation, the
         costs incurred would be excessive or delivery is impracticable for any
         reason. When pursuant to your instruction Bullion is physically
         withdrawn from your Unallocated Account, all right, title, risk and
         interest in and to the Bullion withdrawn shall pass to you at the Point
         of Delivery.

4.2      NOTICE AND INSTRUCTION REQUIREMENTS: Any notice or instruction relating
         to a withdrawal of Precious Metal must be in writing and specify the
         amount (in the appropriate denomination) of the Precious Metal to be
         debited to the Unallocated Account, the Withdrawal Date and any other
         information which we may from time to time require. The following rules
         determine when we must receive your notice or instruction to withdraw
         Precious Metal:

         (a)      if the notice or instruction relates to a withdrawal pursuant
                  to clause 4.1(d) to effect a transfer of Precious Metal to the
                  Trust Unallocated Account in accordance with the Participant
                  Agreement, it must received by us no later than 9.00 a.m.
                  (London time) on the Withdrawal Date and specify the details
                  of the Trust Unallocated Account to which the Precious Metal
                  is to be transferred;

         (b)      if the notice or instruction relates to a withdrawal pursuant
                  to clause 4.1(a), it must be received by us no later than 2.00
                  p.m. (London time) on the Withdrawal Date unless otherwise
                  agreed and must specify the details of the account to which
                  the Precious Metal is to be transferred; and

         (c)      if the notice or instruction relates to a withdrawal pursuant
                  to clause 4.1(b) or (c), it must be received by us no later
                  than 11.30 a.m. (London time) not less than two Business Days
                  prior to the Withdrawal Date unless otherwise agreed




                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                   Page 5 of 15








                  and specify the name of the person or carrier that will
                  collect the Precious Metal from us or the identity of the
                  person to whom delivery is to be made, as the case may be.

4.3      RIGHT TO AMEND PROCEDURE: We may amend the procedure for the withdrawal
         of Precious Metal from an Unallocated Account or impose such additional
         procedures as we may from time to time consider appropriate. Any such
         amendments or additional procedures will be promptly notified to you.

4.4      DELIVERY OBLIGATIONS: Unless otherwise instructed, we shall make
         transportation and insurance arrangements in accordance with our usual
         practice. Where instructions are given, we shall use all reasonable
         efforts to comply with the same. We shall not be obliged to effect any
         requested delivery if, in our reasonable opinion, this would cause us
         or our agents to be in breach of the Rules or other applicable law,
         court order or regulation; the costs incurred would be excessive or
         delivery is impracticable for any reason. All insurance and
         transportation costs shall be for your account.

4.5      PHYSICAL WITHDRAWAL OF ENTIRE UNALLOCATED ACCOUNT BALANCE: If, when you
         notify us in connection with a physical withdrawal of Bullion from your
         Unallocated Account under clause 4.4 that you are withdrawing the
         entire balance in your Unallocated Account (or when a physical
         withdrawal under clause 4.4 would, in our determination, result in the
         entire balance in your Unallocated Account being withdrawn), the
         physical withdrawal instruction may not be effected by our selection of
         one or more whole bars of Bullion the combined fine weight of which
         does not exceed the balance of your Unallocated Account that you are
         withdrawing, then we will make available to you in accordance with
         clause 4.4 the number of whole bars that can be accommodated under your
         instruction. If you have another Unallocated Account with us relating
         to Precious Metal, we will transfer the remainder of the balance to
         that account, and if you do not have another Unallocated Account with
         us, we will purchase for cash the remainder of the Bullion in your
         Unallocated Account based on the London A.M. Gold Fix on the date you
         are withdrawing the Bullion physically, or if there is no London A.M.
         Gold Fix for such date, then the London A.M. Gold Fix for the next
         Business Day.

5.       INSTRUCTIONS
         ------------

5.1      YOUR REPRESENTATIVES: You shall notify us promptly in writing of the
         names of the people who are authorised to give instructions on your
         behalf. Until we receive written notice to the contrary, we are
         entitled to assume that any of those people have full and unrestricted
         power to give us instructions on your behalf. We are



                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                   Page 6 of 15





         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. Any such instructions
         shall have effect only after actual receipt by us.

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

5.4      REFUSAL TO EXECUTE: We reserve the right to refuse to execute
         instructions if in our opinion they are or may be contrary to the Rules
         or any applicable law.

6.       CONFIDENTIALITY
         ---------------

6.1      DISCLOSURE TO OTHERS: Subject to clause 6.2, each party shall respect
         the confidentiality of information acquired under this agreement and
         neither will, without the consent of the other, disclose to any other
         person any information acquired under this agreement.

6.2      PERMITTED DISCLOSURES: Each party accepts that from time to time the
         other party may be required by law or the Rules, or requested by a
         government department or agency, fiscal body or regulatory authority,
         to disclose information acquired under this agreement. In addition, the
         disclosure of such information may be required by a party's auditors,
         by its legal or other advisors or by a company which is in the same
         group of companies as a party (eg. a subsidiary or holding company of a
         party). Each party irrevocably authorises the other to make such
         disclosures without further reference to such party. In connection with
         a notice or instruction you give to us to effect to withdraw and
         transfer Precious Metal to the Trust Unallocated Account in accordance
         with the Participant Agreement, you hereby authorize us to disclose to
         the Trustee of the Trust or its agents such information about your
         Unallocated Account that the Trustee or its agents may reasonably
         request, including information about your Account Balance and
         instructions you have given for the deposit or withdrawal of Precious
         Metal in relation to your Unallocated Account.


                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                   Page 7 of 15



7.       REPRESENTATIONS
         ---------------

7.1      YOUR REPRESENTATIONS: Upon execution of this agreement and with each
         notice or instruction that you give hereunder you represent and warrant
         and covenant to us that:

         (a)      you have all necessary authority, powers, consents, licences
                  and authorisations and have taken all necessary action to
                  enable you lawfully to enter into and perform your duties and
                  obligations under this agreement;

         (b)      you are a Participant as defined in the Trust Indenture and
                  are not in breach of the Participant Agreement;

         (c)      you are in compliance with the money laundering and related
                  provisions of (i) the Uniting and Strengthening America by
                  Providing Appropriate Tools Required to Intercept and Obstruct
                  Terrorism (USA PATRIOT Act) Act of 2001 enacted by the United
                  States of America, and the regulations promulgated thereunder,
                  if you are subject to the requirements of the USA PATRIOT Act,
                  and (ii) such other laws to which you are subject;

         (d)      the persons entering into this agreement on your behalf have
                  been duly authorised to do so; and

         (e)      this agreement and the obligations created under it are
                  binding upon you and enforceable against you in accordance
                  with its terms (subject to applicable principles of equity)
                  and do not and will not violate the terms of the Rules or any
                  order, charge or agreement by which you are bound.

8.       FEES AND EXPENSES
         -----------------

8.1      FEES: You will pay us such fees as we from time to time determine and
         notify to you, but we will not charge you any fees in connection with
         your Unallocated Account pursuant to this Agreement while (i) this
         account is used solely to effect transfers of Bullion between you and
         the Trust Unallocated Account and (ii) we (or another member of an
         affiliated group of which we are a member) are receiving compensation
         from the Equity Gold Trust for maintaining the Trust Unallocated
         Account.

8.2      EXPENSES: You must pay us on demand all costs, charges and expenses
         (including any relevant taxes, duties and legal fees) incurred by us in
         connection with the performance of our duties and obligations under
         this agreement or otherwise in connection




                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                   Page 8 of 15







         with your Unallocated Account (including delivery, collection and
         storage costs).

8.3      CREDIT BALANCES: No interest or other amount will be paid by us on any
         credit balance on your Unallocated Account.

8.4      DEBIT BALANCES: You are not entitled to overdraw your Unallocated
         Account except to the extent that we otherwise agree in writing. In the
         absence of such agreement, we shall not be obliged to carry out any
         instruction of yours which will cause your Unallocated Account to be
         overdrawn. If for any reason your Unallocated Account is overdrawn, you
         will be required to pay us interest on the debit balance at the rate
         agreed between us or, if no such agreement exists, at such rate as we
         determine to be appropriate. The amount of the overdraft and any
         accrued interest will be repayable by you on our demand. Your
         obligation to pay interest to us will continue until the overdraft is
         repaid by you in full.

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.

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



                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                   Page 9 of 15






         terrorism, any breakdown, malfunction or failure of transmission in
         connection with or other unavailability of any wire, communication or
         computer facilities, any transport, port, or airport disruption,
         industrial action, acts and regulations and rules of any governmental
         or supra national bodies or authorities or regulatory or
         self-regulatory organisations or failure of any such body, authority,
         or organisation for any reason, to perform its obligations.

9.4      INDEMNITY: You shall indemnify and keep us and each of our directors,
         shareholders, officers, employees, agents, affiliates (as such term is
         defined in Regulation S-X adopted by the United States Securities and
         Exchange Commission under the United States federal Securities Act of
         1933, as amended) and subsidiaries (us and each such person a
         "Custodian Indemnified Person" for purposes of this clause 9.4)
         indemnified (on an after tax basis) on demand against all costs and
         expenses, damages, liabilities and losses which any such Custodian
         Indemnified Person may suffer or incur, directly or indirectly in
         connection with this agreement except to the extent that such sums are
         due directly to our gross negligence, wilful default or fraud or that
         of the Custodian Indemnified Person. The indemnity provided by this
         clause 9.4 shall survive termination of this agreement.

9.5      THIRD PARTIES: You are our sole customer under this agreement and we do
         not owe any duty or obligation or have any liability towards any person
         who is not a party to this agreement. This agreement does not confer a
         benefit on any person who is not a party to it other than the persons
         named as a Custodian Indemnified Person. The parties to this agreement
         do not intend that any term of this agreement shall be enforceable by
         any person who is not a party to it (except that each Custodian
         Indemnified Person may directly enforce the indemnity provision under
         clause 9.4) and do intend that except as so provided, the Contracts
         (Rights of Third Parties) 1999 Act (Eng.) shall not apply to this
         agreement.



10.      TERMINATION

10.1     METHOD: This agreement shall terminate immediately upon the earlier of
         (i) your termination as a Participant with respect to the Equity Gold
         Trust pursuant to the Participant Agreement or otherwise, or (ii)
         termination of the Equity Gold Trust pursuant to the Trust Indenture.
         In addition, either party may terminate this agreement by giving not
         less than 10 Business Days' written notice to the other party. Any such
         notice given by you must specify:

         (a)      the date on which the termination will take effect;


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                              Participant Unallocated Bullion Account Agreement
                                                                  Page 10 of 15




         (b)      the person to whom any Account Balance which is a credit
                  balance is to be transferred; and

         (c)      all other necessary arrangements for the transfer or
                  repayment, as the case may be, of the Account Balance.

10.2     REDELIVERY ARRANGEMENTS: If you do not make arrangements acceptable to
         us for the transfer or repayment, as the case may be, of any Account
         Balance we may continue to maintain this Unallocated Account, in which
         case we will continue to charge the fees and expenses payable under
         clause 8. If you have not made arrangements acceptable to us for the
         transfer or repayment of any Account Balance within six (6) months of
         the date specified in the termination notice as the date on which the
         termination will take effect, we will be entitled to close the
         Unallocated Account and account to you for the proceeds after deducting
         any amounts due to us under this agreement.

10.3     EXISTING RIGHTS: Termination shall not affect rights and obligations
         then outstanding under this agreement which shall continue to be
         governed by this agreement until all obligations have been fully
         performed.

11.      VALUE ADDED TAX
         ---------------

11.1     VAT EXCLUSIVE: All sums payable under this agreement by you to us shall
         be deemed to be exclusive of VAT.

11.2     SUPPLIES: Where pursuant to or in connection with this agreement, we
         make a supply to you for VAT purposes and VAT is or becomes chargeable
         on such supply, you shall on demand pay to us (in addition to any other
         consideration for such supply) a sum equal to the amount of such VAT
         and we shall on receipt of such payment provide you with an invoice or
         receipt in such form and within such period as may be prescribed by
         applicable law.

11.3     DEEMED SUPPLIES: Where, pursuant to or in connection with this
         agreement, we are deemed or treated by applicable law or the practice
         from time to time of the relevant fiscal authority to make a supply for
         VAT purposes to any person by virtue of our or any custodian for us
         relinquishing physical control of any Precious Metal, and VAT is or
         becomes chargeable on such supply, you shall on demand pay to us a sum
         equal to the amount of such VAT and we shall on receipt of such payment
         provide an invoice or receipt in such form and within such period as
         may be prescribed by applicable law to the person to which we are
         deemed or treated to make such supply.


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                              Participant Unallocated Bullion Account Agreement
                                                                  Page 11 of 15






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: With the exception of monthly statements in
         respect of the Unallocated Account, 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, instruction or communication, at its address, number or
         destination set out in this agreement or another address, number or
         destination specified by that party by written notice to the other.

12.3     DEEMED RECEIPT ON NOTICE: A notice or other communication under or in
         connection with this agreement will be deemed received only if actually
         received or delivered.

12.4     RECORDING OF CALLS: We may record telephone conversations without use
         of a warning tone. Such recordings will be our sole property and, if
         acted upon by us, will be accepted by you as evidence of the orders or
         instructions given.

12.5     INSTRUCTIONS RELATING TO BULLION: All notices, instructions and other
         communications relating to the movement of Bullion in relation to your
         Unallocated Account shall be by way of authenticated electronic
         transmission (including tested telex and authenticated SWIFT), and
         shall be addressed to:

         Precious Metals Operations
         HSBC Bank USA
         8 Canada Square
         London E14 5HQ
         Tested Telex: 889217 RNB
         SWIFT: BLIC GB2L

13.      GENERAL
         -------

13.1     NO INTEREST IN EQUITY GOLD TRUST CONFERRED HEREBY: You acknowledge that
         you do not acquire any ownership of Equity Gold Shares or interest in
         the Equity Gold Trust or its assets by establishing an Unallocated
         Account pursuant to this Agreement, by delivering to the Unallocated
         Account established hereby an amount of Precious Metal, or by giving
         any instruction hereunder. You acknowledge that you will acquire
         ownership of Equity Gold







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                              Participant Unallocated Bullion Account Agreement
                                                                  Page 12 of 15





         Shares or an interest in the Equity Gold Trust or its assets only upon
         the issuance to you of Equity Gold Shares pursuant to the Trust
         Indenture. Neither the Trustee nor the Sponsor of the Equity Gold
         Trust shall, individually or as such Trustee or Sponsor of the Equity
         Gold Trust, have any liability for loss or damages suffered by you
         with respect to your Unallocated Account or any Bullion held for you
         pursuant to this Agreement.

13.2     NO ADVICE: Our duties and obligations under this agreement do not
         include providing you with investment advice. In asking us to open and
         maintain the Unallocated Account, you do so in reliance upon your own
         judgement and we do not and shall not owe to you any duty to exercise
         any judgement on your behalf as to the merits or suitability of any
         transaction you make in relation to the Unallocated Account or
         otherwise, including (i) any deposits into, or withdrawals from, your
         Unallocated Account, (ii) any transactions to be effected in accordance
         with the Participant Agreement, or (iii) the acquisition or disposition
         of Precious Metal.

13.3     RIGHTS AND REMEDIES: Our rights under this agreement are in addition
         to, and independent of, any other rights which we may have at any time
         in relation to your Unallocated Account and any lien or other rights we
         may have to set-off, combine or consolidate any of your accounts.

13.4     ASSIGNMENT: This agreement is for the benefit of and binding upon us
         both and our respective successors and assigns. You may not assign,
         transfer or encumber, or purport to assign, transfer or encumber, your
         right, title or interest in relation to your Unallocated Account or any
         right or obligation under this agreement unless we otherwise agree in
         writing.

13.5     AMENDMENTS: Any amendment to this agreement must be agreed in writing
         and be signed by us both. Unless otherwise agreed, an amendment will
         not affect any legal rights or obligations which may already have
         arisen.

13.6     PARTIAL INVALIDITY: If any of the clauses (or part of a clause) of this
         agreement becomes invalid or unenforceable in any way under the Rules
         or any law, the validity of the remaining clauses (or part of a clause)
         will not in any way be affected or impaired.

13.7     ENTIRE AGREEMENT: This document represents the entire agreement, and
         supersedes and replaces any previous agreement between us relating to
         the establishment of a Gold account to be maintained on an Unallocated
         Basis for you as a Participant in connection with the Equity Gold
         Trust.


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                              Participant Unallocated Bullion Account Agreement
                                                                  Page 13 of 15



13.8     JOINT AND SEVERAL LIABILITY: If there is more than one of you, your
         responsibilities under this agreement apply to each of you individually
         as well as jointly.

13.9     COUNTERPARTS: This agreement may be executed in any number of
         counterparts each of which when executed and delivered is an original,
         but all the counterparts together constitute the same agreement.

13.10    BUSINESS DAYS: If any obligation of either you or us falls due to be
         performed on a day which is not a Business Day in respect of the
         Unallocated Account in question, then the relevant obligations shall be
         performed on the next succeeding Business Day applicable to such
         account.


14.      GOVERNING LAW AND JURISDICTION
         ------------------------------

14.1     GOVERNING LAW: This agreement is governed by, and will be construed in
         accordance with, English law.

14.2     JURISDICTION: Subject to clause 14.3, for our benefit, you agree the
         English courts are to have jurisdiction to settle any disputes or
         claims which may arise out of or in connection with this agreement and,
         for these purposes you irrevocably submit to the non-exclusive
         jurisdiction of the English courts.

14.3     [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 permitted by the laws of such jurisdiction.

14.5     SERVICE OF PROCESS: If you are situated outside England and Wales,
         process by which any proceedings in England are begun may be served on
         you by being delivered to the address specified below. This does not
         affect our right to serve process in another manner permitted by law.

         Your address for service of process
         [Participant]
         [Address]
         [City, State, Postal Code]
         Attention: [               ]




                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                  Page 14 of 15



EXECUTED by the parties as follows

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]









                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                  Page 15 of 15










EXECUTED by the parties


Signed on behalf of
HSBC BANK USA
by

         Signature         ..............................................
         Name              ..............................................
         Title             ..............................................





Signed on behalf of
[NAME OF PARTICIPANT]
by

         Signature         ........................................
         Name              ........................................
         Title             ........................................






                                                              Equity Gold Trust
                              Participant Unallocated Bullion Account Agreement
                                                                 Signature Page
                                                                  Page 16 of 15






                                                                       EXHIBIT D

                          [FORM OF GLOBAL CERTIFICATE]

                       CERTIFICATE OF BENEFICIAL INTEREST
                                  -Evidencing-
                             All Undivided Interests
                                      -in-



                              THE EQUITY GOLD TRUST



         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.


This is to certify that CEDE & CO. is the owner and registered holder of this
Certificate evidencing the ownership of all issued and outstanding Equity Gold
Shares, each of which represents a fractional undivided interest in The Equity
Gold Trust, created under the laws of the State of New York by the Trust
Indenture of The Equity Gold Trust dated as of __________, 2003 between World
Gold Trust Services, LLC, as Sponsor, and The Bank of New York, as Trustee,
(hereinafter called the "Agreement "), copies of which are available at the
offices of the Trustee.

         At any given time this Certificate shall represent all undivided
interests in The Equity Gold Trust, which shall be the total number of Equity
Gold Shares that are outstanding at such time. The Agreement provides for the
deposit of additional Gold with the Trustee from time to time and the issuance
by the Trustee of additional Creation Baskets representing the Gold so
deposited.

         The Sponsor and __________ as the initial depositor of The Equity Gold
Trust hereby grant and convey all of their rights, title and interest in and to
The Equity Gold Trust to the extent of the undivided interest represented hereby
to the registered holder of this Certificate subject to and in pursuance of the
Agreement, all the terms, conditions and covenants of which are incorporated
herein as if fully set forth at length.



                                       D-1


         The registered holder of this Certificate is entitled at any time upon
tender of this Certificate to the Trustee, endorsed in blank or accompanied by
all necessary instruments of assignment and transfer in proper form, at its New
York office in the State of New York and, upon payment of any tax or other
governmental charges, to receive at the time and in the manner provided in the
Agreement, such holder's ratable portion of the assets of The Equity Gold Trust
for each Redemption Basket tendered and evidenced by this Certificate.

         The holder of this Certificate, by virtue of the purchase and
acceptance hereof, assents to and shall be bound by the terms of the Agreement,
copies of which are on file and available for inspection at reasonable times
during business hours at the New York office of the Trustee, to which reference
is made for all the terms, conditions and covenants thereof.

         The Trustee may deem and treat the person in whose name this
Certificate is registered upon the books of the Trustee as the owner hereof for
all purposes and the Trustee shall not be affected by any notice to the
contrary.

         The Agreement permits, with certain exceptions as therein provided, the
amendment thereof, by the Sponsor and the Trustee with the consent of the
Beneficial Owners of 51% of the outstanding Equity Gold Shares to add provisions
to or change or eliminate any of the provisions of the Agreement or to modify
the rights of Beneficial Owners; provided, however, that the Agreement may not
be amended without the consent of the Beneficial Owners of all outstanding
Equity Gold Shares if such amendment would (x) permit, except in accordance with
the terms and conditions of the Agreement, the acquisition of any assets other
than Gold and cash acquired in accordance with the terms and conditions of the
Agreement; (y) reduce the interest of any Beneficial Owner in The Equity Gold
Trust; or (z) reduce the percentage of Beneficial Owners required to consent to
any such amendment. Any such consent or waiver by the holder of Equity Gold
Shares shall be conclusive and binding upon such holder of Equity Gold Shares
and upon all future holders of Equity Gold Shares, and shall be binding upon any
Equity Gold Shares, whether evidenced by a Certificate or held in uncertificated
form, issued upon the registration or transfer hereof whether or not notation of
such consent or waiver is made upon this Certificate and whether or not the
Equity Gold Shares evidenced hereby are at such time in uncertificated form. The
Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of any holders of Equity Gold Shares.

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



                                       D-2


         This Certificate shall not become valid or binding for any purpose
until properly executed by the Trustee under the Agreement.

         Terms not defined herein will have the same meaning as in the
Agreement.

         IN WITNESS WHEREOF, The Bank of New York, as Trustee, has caused this
Certificate to be manually executed in its corporate name by an Authorized
Officer and World Gold Trust Services, LLC, as Sponsor, has caused this
Certificate to be executed in its name by the manual or facsimile signature of
one of its Authorized Officers.



The Bank of New York,                           World Gold Trust Services, LLC
   As Trustee                                      As Sponsor


By                                              By
  ------------------------------------            ------------------------------
           Authorized Officer                           Authorized Officer

Date:                     , 2003
     ---------------------





                                       D-3



                       PAYMENT AND REIMBURSEMENT AGREEMENT

         This Payment and Reimbursement Agreement ("Agreement") is dated as of
_________, 2003 and is between World Gold Trust Services, LLC, a Delaware
limited liability company ("Sponsor"), and The Bank of New York, a New York
banking corporation, in its capacity as trustee ("Trustee") of the Equity Gold
Trust ("Trust"), a trust established pursuant to the Trust Indenture ("Trust
Indenture"), dated as of ___________, 2003, between the Sponsor and the Trustee.

         WHEREAS, pursuant to Section 3.05(c) of the Trust Indenture, the
Trustee has agreed to forego certain fees and to assume certain expenses of the
Trust. Specifically, the Trustee has agreed (i) to charge no fee and to assume
the expenses of the operation of the Trust (other than extraordinary expenses)
accrued through and including the 30th day following the commencement of the
trading of the Trust's Equity Gold Shares ("Shares") on the New York Stock
Exchange ("NYSE") ("Initial Period") and (ii), for the period commencing with
the 31st day following the commencement of the trading of the Shares on the NYSE
and expiring on the first anniversary of the commencement of such trading
("Remaining Period"), to reduce its fee and to assume the 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's
assets (before expenses) as computed under Section 5.01 of the Trust Indenture.

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

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

     2. Remaining Period Payment and Reimbursement. The Sponsor agrees (i) to
pay to the Trustee the amount of the fee, if any, which would otherwise be
payable to the Trustee under Section 8.04 of the Trust Indenture for the
Remaining Period but for the operation of Section 3.05 of the Trust Indenture
and (ii) to reimburse the Trustee for the expenses of the Trust, if any, which
the Trustee assumes during the Remaining Period in accordance with Section
3.05(c) of the Trust Indenture.

     3. Statements. The Trustee shall provide the Sponsor with a statement for
the Initial Period and monthly statements for the Remaining Period detailing the
amounts to be paid or reimbursed to the Trustee under Sections 1 and 2 above.
Each such statement shall set forth in reasonable specificity the amounts, and
the manner of calculation thereof, to be paid or reimbursed to the Trustee. At
the request of the Sponsor, the Trustee shall furnish to the Sponsor such
additional documentation and information as




                               -1-




may be necessary for the Sponsor to establish to its reasonable satisfaction
that the Trustee is entitled to payment or reimbursement hereunder. The Sponsor
shall pay to the Trustee the amounts identified for payment or reimbursement in
any statement delivered hereunder no later than [THIRTY (30)] days after receipt
of such statement, unless part or all of such amounts is disputed by the
Sponsor. Upon the Trustee's receipt of the Sponsor's written notice of the
existence of disputed items in any statement, the parties shall in good faith
attempt to resolve such disputed items within [THIRTY (30)] days after the
Trustee's receipt of such notice.

         4.       Miscellaneous.

                  (a) Entire Agreement; Amendments and Waiver. This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and may not be modified or amended except in a writing executed by
each of the parties hereto. No waiver of any of the provisions hereof shall be
deemed or shall constitute a waiver of any other provisions of this Agreement
(whether or not similar), nor shall such waiver constitute a continuing waiver.

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

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

                  (d) Consent to Jurisdiction. Each party hereto irrevocably
consents to the non-exclusive jurisdiction of the courts of the State of New
York and of any Federal Court located in the Borough of Manhattan in such State
in connection with any action, suit or other proceeding arising out of or
relating to this Agreement or any action taken or omitted hereunder, and waives
any claim of forum non conveniens and any objections as to laying of venue. Each
party hereto further waives personal service of any summons, complaint or other
process and agrees that service thereof may be made by certified or registered
mail directed to such party at such party's address for purposes of notices
hereunder.

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




                              -2-





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

         If to the Trustee, to:         The Bank of New York
                                        [ADDRESS]
                                        Attention:   ___________
                                        Facsimile:  ___________


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


                            [Signature Page Follows]





                                   -3-




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


                                            WORLD GOLD TRUST SERVICES, LLC


                                            By: ______________________
                                            Name:
                                            Title



                                            THE BANK OF NEW YORK


                                            By:  ______________________
                                            Name:
                                            Title:






                                   -4-



                [CARTER LEDYARD & MILBURN LLP LETTERHEAD]




                                 ________, 2003

World Gold Trust Services, LLC
444 Madison Avenue
3rd Floor
New York, New York 10022

                      Re:      Equity Gold Trust
                               -----------------

Dear Ladies and Gentlemen:

         We have served as counsel to World Gold Trust Services, LLC ("Sponsor")
in its capacity as sponsor of the Equity Gold Trust ("Trust") in connection with
the formation of the Trust and the preparation and filing of a Registration
Statement on Form S-1 (Registration No. 333-105202), as amended by Amendment No.
1 (collectively, the "Registration Statement"), including the prospectus
included in Amendment No. 1 (the "Prospectus"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and the rules and
regulations thereunder (collectively, the "1933 Act"). The Registration
Statement relates to the proposed registration under the 1933 Act of 60,400,000
shares of fractional undivided beneficial interest in and ownership of the Trust
("Shares").

         In connection with our representation, we have examined executed
originals or copies of the following documents:

         1. The Certificate of Formation of the Sponsor ("Certificate"), dated
July 17, 2002, and the Amended and Restated Limited Liability Company Agreement
of the Sponsor ("LLC Agreement"), dated May 9, 2003, each as certified by the
Secretary of the Sponsor as of the date hereof.

         2. Resolutions of the sole member of the Sponsor, adopted as of
July 26, 2002 and May 9, 2003, relating to the organization of the Sponsor, the
formation of the Trust and the issuance of the Shares, each as certified by the
Secretary of the Sponsor as of the date hereof.

         3. The Registration Statement.

         4. The Prospectus.

         5. The Trust Indenture of the Trust dated as of _____, 2003 between
the Sponsor and ___________, as trustee of the Trust ("Trustee"), ("Trust
Indenture").




                                                                             -2-

World Gold Trust Services, LLC

         6. The Distribution Agreement, dated ____, 2003, between the Sponsor
and UBS Securities LLC ("UBS").

         7. The Allocated Bullion Account Agreement, dated ______, 2003, and the
Unallocated Bullion Account Agreement, dated ______, 2003, each between the
Trustee and HSBC Bank USA, as custodian.

         8. The Closing Memorandum,  dated ______,  2003, between the Sponsor,
the Trustee and UBS relating to the formation of the Trust and the initial
issuance of the Shares.

         9. The form of global certificate of ownership of the Shares to be
issued under the Trust Indenture.

         10. A certificate of an authorized officer of the Sponsor with respect
to certain factual matters contained therein.

         11. Such other pertinent records or documents as we have deemed
necessary or  appropriate as a basis for the opinions set forth herein.

         In such examination, we have assumed the following: (i) the
authenticity of original documents and the genuineness of all signatures; (ii)
the conformity to the originals of all documents submitted to us as copies;
(iii) the truth, accuracy and completeness of the information, representations
and warranties contained in the records, documents, instruments and certificates
we have reviewed; and (iv) the due authorization, execution and delivery on
behalf of the respective parties thereto of documents referred to herein and the
legal, valid and binding effect thereof on such parties.

         In rendering the opinions contained herein, we have relied with respect
to certain factual matters solely upon the representatives, certifications and
other information contained in the documents listed in the second paragraph of
this letter. We have not made or undertaken to make any independent
investigation to establish or verify the accuracy or completeness of such
factual representations, certifications and other information. The opinions set
forth below are also based on the following assumptions: (i) the Trust has been
duly formed and is validly existing as a trust under the laws of the State of
New York; and (ii) the Registration Statement has been declared effective under
the 1933 Act.

         We express no opinion as to matters of law in jurisdictions other than
the State of New York and the United States.

         Except as otherwise expressly set forth in this letter, our opinions
are based solely upon the law and the facts as they exist on the date hereof and
we undertake no, and disclaim any, obligation to advise you of any subsequent
change in law or facts or circumstances which might affect any matter or opinion
set forth herein.

         Based on the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Shares, when issued in accordance
with the terms of the Trust Indenture,




                                                                             -3-

World Gold Trust Services, LLC

against the receipt by the Trustee of the consideration required for the
issuance of Shares, will be duly and legally issued and will be fully paid and
non-assessable.

         This opinion letter is furnished by us, as counsel for the Sponsor,
solely for your benefit in connection with the formation of the Trust and the
issuance of the Shares and may not be used for any other purpose or relied upon
by any other person other than you, without our prior written consent.

         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the use of our name where it appears in the
Registration Statement and the Prospectus.


                                              Very truly yours,


                                              /s/ Carter Ledyard & Milburn LLP
                                              --------------------------------
                                              Carter Ledyard & Milburn LLP





              [CARTER LEDYARD & MILBURN LLP LETTERHEAD]



                                                   [           ], 2003

World Gold Trust Services, LLC
444 Madison Avenue
3rd Floor
New York, NY  10022

                      Re:      Equity Gold Trust
                               REGISTRATION STATEMENT ON FORM S-1
                               ----------------------------------
Ladies and Gentlemen:

         We have acted as counsel for World Gold Trust Services, LLC, a Delaware
limited liability company (the "Company"), in connection with the preparation
and filing under the Securities Act of 1933, as amended (the "Securities Act"),
and the rules and regulations promulgated thereunder, of Amendment No. [ ] (the
"Amendment") to a Registration Statement on Form S-1, Registration No.
333-105202, including the prospectus constituting Part I of the Amendment (the
"Prospectus"). The Prospectus relates to the proposed issuance by the Equity
Gold Trust, an investment trust formed on _______, 2003, under New York law
pursuant to a Trust Indenture between the Company as Depositor and The Bank of
New York as Trustee, of 60,400,000 shares, representing units of fractional
undivided beneficial interest in and ownership of such Trust (the "Shares").

         We have examined the Prospectus and originals or copies, certified or
otherwise identified to our satisfaction, of all such agreements, certificates
and other statements of corporate officers and other representatives of the
Company, and such other documents, as we have deemed necessary as a basis for
this opinion. In such examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the originals of all documents submitted to us as copies. We
have, when relevant facts material to our opinion were not independently
established by us, relied, to the extent we deemed such reliance proper, upon
written or oral statements of officers and other representatives of the Company.

         Based on and subject to the foregoing, we advise you that to the extent
it describes conclusions as to U.S. federal tax law and subject to the
limitations and qualifications described therein, the material under the caption
"United States Federal Tax Consequences" in the Prospectus expresses our opinion
as to the material United States federal income tax consequences that generally
will apply under currently applicable law to the purchase, ownership and
disposition of Shares by a "US Shareholder" as defined in the material under
such caption,





                                                                             -2-

World Gold Trust Services, LLC

and as to certain United States federal income, gift and estate tax consequences
that may apply under currently applicable law to an investment in Shares by a
"Non-US Shareholder" as defined in the material under such caption.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement [Amendment] and to the references to our firm in the
material under the captions "United States Federal Tax Consequences" and "Legal
Matters" in the said Prospectus.

                                                  Very truly yours



                                                  Carter Ledyard & Milburn LLP



HB:pf




                                                                    Exhibit 10.5


                                LICENSE AGREEMENT

         THIS LICENSE AGREEMENT (this "Agreement") is entered into effective as
of the 11th day of September, 2003 (the "Effective Date"), by and between The
Bank of New York, a New York banking corporation ("Licensor"), World Gold
Council, a not-for-profit association established under Swiss law and World Gold
Trust Services, LLC, a Delaware limited liability company and wholly-owned
subsidiary of World Gold Council (collectively "Licensee").

         WHEREAS, Licensor and Licensee (each a "Party," and collectively, the
"Parties") are entering into this Agreement, together with a certain Settlement
Agreement dated September 11, 2003 (the "Settlement Agreement"), in connection
with the settlement of certain claims between the Parties; and

         WHEREAS, in connection with such settlement, Licensee wishes to obtain
a license under certain of Licensor's patent rights, and Licensor wishes to
grant such license subject to the terms and conditions of this Agreement.

         NOW THEREFORE, for the sum of $1.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

1.       CERTAIN DEFINITIONS.

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

         "Licensor Patent Rights" means any patents and patent applications (and
         all related know-how and trade secrets) of Licensor, anywhere in the
         world, that cover securitized gold products and that exist as of the
         Effective Date or are filed or issued thereafter, including but not
         limited to U.S. Provisional Patent Application Serial No. [redacted],
         filed on [redacted], and entitled "[redacted]."

         "Licensed Product" means any securitized gold financial product that is
         sold, sponsored or issued by: (I) Licensee, or (II) any entity over
         which Licensee has ownership or control, directly or indirectly, of
         more than fifty percent (50%) of the voting securities of such entity
         (or, in the case of a noncorporate entity, equivalent interests). For
         the purposes of clarity, the Licensed Products do not include any
         products involving the securitization of any commodity other than gold.

2.       LICENSE.

         Subject to the terms and conditions of this Agreement, Licensor grants
         Licensee a perpetual, world-wide, non-exclusive, non-transferable
         (except as provided in Section 7.2) license under the Licensor Patent
         Rights solely for the purposes of establishing, operating and marketing
         Licensed Products (the "License"). The License includes the limited
         right of Licensee to grant sublicenses to its partners, joint
         venturers, trustees, custodians and agents, but only in connection with
         their establishment, operation and marketing of Licensed Products.
         Except as expressly provided in this Section 2, no



         license or other rights with respect to the Licensor Patent Rights or
         other intellectual property rights of Licensor are granted to Licensee.

3.       LICENSE BACK TO LICENSOR.

         Subject to the terms and conditions of this Agreement, Licensee grants
         Licensor a perpetual, world-wide, non-exclusive, non-transferable
         license under Licensee's patents, patent applications and other
         intellectual property rights, with the right to grant sublicenses,
         solely for the purposes of establishing, operating and marketing
         financial products involving the securitization of any commodity,
         including but not limited to gold. Except as expressly provided in this
         Section 3, no license or other rights with respect to the patents,
         patent applications or other intellectual property rights of Licensee
         are granted to Licensor.

4.       COVENANT AND ACKNOWLEDGEMENT OF RIGHTS.

         4.1.  Promptly after the Effective Date, Licensee will formally abandon
               any attempt to file any United States or foreign patent
               applications based on U.S. Provisional Patent Application Serial
               No. 60/429,489 filed on November 27, 2002, as well as any other
               patent applications based thereon.

         4.2.  Licensee will not directly or indirectly: (I) oppose any of the
               Licensor Patent Rights (including, but not limited to, by
               directly or indirectly initiating or participating in any action
               of any kind challenging any of the Licensor Patent Rights,
               claiming any right or interest in any of the Licensor Patent
               Rights (other than the License), or otherwise interfering with
               Licensor's use and enjoyment of any of the Licensor Patent
               Rights), (II) dispute the validity or enforceability of any
               patent within the Licensor Patent Rights or any of the claims
               thereof, (III) assist any other person to do any of the foregoing
               (except if required by court order or subpoena), or (IV) initiate
               or participate in any action of any kind against Licensor or any
               third party who is partner, joint venturer, licensee, agent or
               employee of Licensor based on their establishing, operating
               and/or marketing products anywhere in the world involving the
               securitization of any commodity, including gold. Any violation of
               this Section 4.2 will constitute a material breach of this
               Agreement.

5.       TERM AND TERMINATION.

         The term of this Agreement is perpetual, provided, however, that either
         Party may terminate this Agreement on thirty (30) days prior, written
         notice to the other Party in the event that such other Party materially
         breaches this Agreement or the Settlement Agreement and fails to cure
         such other breach within such thirty (30) day period. Upon any
         termination or expiration of this Agreement, all rights and obligations
         under this Agreement (including Licensee's rights under the License)
         will immediately terminate.



6.       WARRANTIES.

         Licensor and Licensee each represents and warrants to the other: (I)
         that it has the requisite power and authority to enter into this
         Agreement; (II) that it has duly executed and delivered this Agreement;
         and (III) that this Agreement constitutes its valid and binding
         obligation enforceable against it, in accordance with the terms of this
         Agreement. EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
         OTHER THAN THOSE EXPRESSLY STATED IN THIS ARTICLE 6.

7.       MISCELLANEOUS PROVISIONS.

         7.1.  TECHNOLOGY TRANSFER. Neither party shall have any obligation
               under this Agreement to provide the other with any transfer of
               technology, know-how or information, or any training or
               consulting of any kind, with respect to the patents and other
               intellectual property licensed by it hereunder.

         7.2.  ASSIGNMENT. Licensee may not assign or otherwise transfer any
               right or obligation under this Agreement without the prior
               written consent of Licensor, except that Licensee may assign or
               otherwise transfer the entire Agreement and all rights and
               obligations hereunder in connection with: (I) the merger or
               consolidation of Licensee with or into a third-party trade
               association primarily engaged in the business of stimulating
               demand for a precious metal commodity, (II) the sale to such a
               trade association of a controlling interest in Licensee's stock
               or other equity interests, (III) the sale of all or substantially
               all of Licensee's assets to such a trade association, and (IV) a
               restructuring of Licensee pursuant to which World Gold Council
               (and not any successor or assign of them) continue to own more
               than 50% of the voting securities of (or, in the case of a
               noncorporate entity, equivalent interests), and the economic
               interest in, the assignee or transferee. This Agreement is
               binding on and inures to the benefit of the Parties and their
               permitted successors and assigns. Any attempted assignment or
               other transfer of rights under this Agreement in violation of
               this Section 7.2 will be void.

         7.3.  GOVERNING LAW. This Agreement will be governed by and construed
               under the laws of the State of New York, without reference to any
               choice of law rules (except that questions affecting the
               construction and effect of any patent will be determined by the
               law of the country in which the patent was granted).

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



         7.5.  ENTIRE AGREEMENT. This Agreement together with the Settlement
               Agreement sets forth the entire agreement of the Parties as to
               its subject matter and supercedes all prior agreements,
               negotiations, representations, and promises between them with
               respect to its subject matter. To the extent that there is a
               conflict between the terms of this Agreement and the terms the
               Settlement Agreement, then the terms of this Agreement shall
               govern.

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

         7.7.  RELATIONSHIP OF THE PARTIES. Each Party is an independent
               contractor of the other Party. Nothing in this Agreement creates
               a partnership, joint venture or agency relationship between the
               Parties.

         7.8.  NOTICES. A notice under this Agreement is not sufficient unless
               it is: (I) in writing; (II) addressed using the contact
               information listed below for the Party to which the notice is
               being given (or using updated contact information which that
               Party has specified by written notice in accordance with this
               Section); and (III) sent by hand delivery, facsimile
               transmission, registered or certified mail (return receipt
               requested), or reputable express delivery service with tracking
               capabilities (such as Federal Express).



               Contact Information                 Contact Information
                 for Licensor:                       for Licensee:

               The Bank of New York                World Gold Council
               One Wall Street                     45 Pall Mall
               New York, NY  10286                 London SW1Y 5JG
               Attn:  Timothy Keaney               United Kingdom
                                                   Attn:  James E. Burton


         7.9.  AMENDMENTS. This Agreement may not be amended unless the
               amendment is in writing and signed by authorized representatives
               of both Parties.

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

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

                            (signature page follows)



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


THE BANK OF NEW YORK


By: /s/ Allen R. Murray
   -----------------------------------

Name: Allen R. Murray
     ---------------------------------

Title: Managing Director
      --------------------------------

Date: September 12, 2003
     ---------------------------------


WORLD GOLD COUNCIL


By:/s/ James E. Burton
   -----------------------------------

Name: James E. Burton
     ---------------------------------

Title: CEO
      --------------------------------

Date: September 11, 2003
     ---------------------------------


WORLD GOLD TRUST SERVICES, LLC


By: /s/ J. Stuart Thomas
   -----------------------------------

Name: J. Stuart Thomas
     ---------------------------------

Title: Managing Director
      --------------------------------

Date: September 11, 2003
     ---------------------------------