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<SEC-DOCUMENT>0001193125-05-011426.txt : 20050125
<SEC-HEADER>0001193125-05-011426.hdr.sgml : 20050125
<ACCEPTANCE-DATETIME>20050125164443
ACCESSION NUMBER:		0001193125-05-011426
CONFORMED SUBMISSION TYPE:	S-1/A
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20050125
DATE AS OF CHANGE:		20050125

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ISHARES COMEX GOLD TRUST
		CENTRAL INDEX KEY:			0001278680
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			NY

	FILING VALUES:
		FORM TYPE:		S-1/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112589
		FILM NUMBER:		05547549

	MAIL ADDRESS:	
		STREET 1:		BARCLAYS GLOBAL INVESTORS
		STREET 2:		45 FREMONT STREET
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94105
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-1/A
<SEQUENCE>1
<FILENAME>ds1a.txt
<DESCRIPTION>AMENDMENT NO.4 TO ISHARES COMEX GOLD TRUST FORM S-1
<TEXT>
<PAGE>


   As filed with the Securities and Exchange Commission on January 25, 2005

                                                    Registration No. 333-112589
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                 PRE-EFFECTIVE

                              AMENDMENT NO. 4 TO

                                   Form S-1

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                        iSHARES(R) COMEX(R) GOLD TRUST
                 SPONSORED BY BARCLAYS GLOBAL INVESTORS, N.A.
            (Exact name of Registrant as specified in its charter)

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

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

                      c/o Barclays Global Investors, N.A.
                               45 Fremont Street
                            San Francisco, CA 94105
                                (415) 597-2000
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

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

                        Barclays Global Investors, N.A.
                               45 Fremont Street
                            San Francisco, CA 94105
                                (415) 597-2000
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  Copies to:
    David Yeres, Esq.        S. Paul Sacks, Esq.            Sara Hanks
  Clifford Chance US LLP       Barclays Global        Clifford Chance US LLP
   31 West 52nd Street         Investors, N.A.          2001 K Street, NW
    New York, NY 10019        45 Fremont Street        Washington, DC 20006
                           San Francisco, CA 94105

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

   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. [X]

   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. [_]



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

   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.

================================================================================

<PAGE>







                             50,000,000 iShares(R)

                          iShares COMEX(R) Gold Trust


   The iShares COMEX Gold Trust issues shares representing fractional undivided
beneficial interests in its net assets. The assets of the trust consist
primarily of gold held by the custodian on behalf of the trust. The objective
of the trust is for the shares of the trust, called "iShares(R)", to reflect
the price of gold less the trust's expenses and liabilities. The iShares will
be listed and traded on the American Stock Exchange (the "AMEX") under the
symbol "IAU". Market prices for the iShares may be different from the net asset
value per iShare. Barclays Global Investors, N.A. is the sponsor of the trust,
The Bank of New York is the trustee of the trust, and The Bank of Nova Scotia
is the custodian of the trust. The trust is not an investment company
registered under the Investment Company Act of 1940. The trust is not a
commodity pool for purposes of the Commodity Exchange Act, and its sponsor is
not subject to regulation by the Commodity Futures Trading Commission as a
commodity pool operator, or a commodity trading advisor.



   The trust intends to issue iShares on a continuous basis. The trust issues
and redeems iShares only in blocks of 50,000 or integral multiples thereof. A
block of 50,000 iShares is called a "Basket". These transactions take place in
exchange for gold. Only registered broker-dealers that become authorized
participants by entering into a contract with the sponsor and the trustee may
purchase or redeem Baskets. iShares will be offered to the public from time to
time at prices that will reflect, among other things, the price of gold and the
trading price of the iShares on the AMEX at the time of the offer.



   On January 24, 2005, the settlement price announced by COMEX for the spot
month gold futures contract was $426.90. (On any day, the spot month gold
futures contract is the COMEX-traded gold futures contract closest to maturity.)


  Except when aggregated in Baskets, iShares are not redeemable securities.

    Investing in the iShares involves significant risks. See "Risk Factors"
starting on page 8.

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

   The iShares are not interests in nor obligations of either the sponsor, the
trustee, or the Initial Purchaser. The iShares are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency. The iShares
COMEX Gold Trust is not sponsored, endorsed, sold or promoted by Commodity
Exchange, Inc., nor does Commodity Exchange, Inc., make any representation
regarding the advisability of investing in the trust.


   "iShares" is a service mark of Barclays Global Investors, N.A.



   "COMEX" is a registered service mark of Commodity Exchange, Inc.


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


   On January 21, 2005, Barclays Capital Inc., also called the Initial
Purchaser, deposited with the custodian, for the benefit of the trust, 15,000
fine ounces of gold as consideration for three Baskets, which we will refer to
as the "initial Baskets", comprising 150,000 iShares with a per-iShare purchase
price of  1/10th of a fine ounce of gold. Delivery of the iShares to the
Initial Purchaser took place on the same date.


   The Initial Purchaser intends to offer to the public these 150,000 iShares
at a per-iShare offering price that will vary depending, among other factors,
on the price of gold and the trading price of the iShares on the AMEX at the
time of the offer. iShares offered by the Initial Purchaser at different times
may have different offering prices. The Initial Purchaser will not receive from
the trust, the sponsor or any of their affiliates, any fee or other
compensation in connection with the sale of the iShares. The Initial Purchaser
may receive commissions or fees from investors who purchase iShares through
their commission- or fee-based brokerage accounts in amounts between $0.00 and
$0.08, per iShare.

                               Barclays Capital

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


               The date of this prospectus is January 25, 2005.


<PAGE>

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                      Page
                                                                      ----
      <S>                                                             <C>
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS................. iii

      GLOSSARY....................................................... iii

      PROSPECTUS SUMMARY.............................................   1

         Trust Structure, the Sponsor, the Trustee and the Custodian.   1
         Trust Objective.............................................   2
         Principal Offices...........................................   3

      THE OFFERING...................................................   4

      SUMMARY FINANCIAL CONDITION....................................   7

      RISK FACTORS...................................................   8

      USE OF PROCEEDS................................................  12

      THE GOLD INDUSTRY..............................................  13

         Introduction................................................  13
         Market Participants.........................................  13
         World Gold Supply and Demand (1994 - 2003)..................  14
         Historical Chart of the Price of Gold.......................  14

      OPERATION OF THE GOLD MARKET...................................  17

         Futures Exchanges...........................................  17
         COMEX.......................................................  17
         Exchange Regulation.........................................  18
         Over-the-Counter Market.....................................  18
         London Market Regulation....................................  19
         Not a Regulated Commodity Pool..............................  19

      BUSINESS OF THE TRUST..........................................  20

         Trust Objective.............................................  20
         Secondary Market Trading....................................  20
         Valuation of Gold; Computation of Net Asset Value...........  21
         Trust Expenses..............................................  22
         Impact of Trust Expenses on the Trust's Net Asset Value.....  22

      DESCRIPTION OF THE iSHARES AND THE TRUST AGREEMENT.............  24

         Deposit of Gold; Issuance of Baskets of iShares.............  24
         Redemption of Baskets of iShares; Withdrawal of Gold........  26
         Certificates Evidencing the iShares.........................  26
         Cash and Other Distributions................................  26
         Voting Rights...............................................  27
         Fees and Expenses of the Trustee............................  27
         Trust Expenses and Gold Sales...............................  27
         Payment of Taxes............................................  27
         Evaluation of Gold and the Trust Assets.....................  27
         Amendment and Termination...................................  28
         Limitations on Obligations and Liability....................  28
         Requirements for Trustee Actions............................  29
</TABLE>


                                       i

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)


<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
<S>                                                                                        <C>
THE SECURITIES DEPOSITORY; BOOK-ENTRY-ONLY SYSTEM; GLOBAL SECURITY........................  30

THE SPONSOR...............................................................................  31

   The Sponsor's Role.....................................................................  31
   The Sponsor's Fee......................................................................  31

THE TRUSTEE...............................................................................  32

   The Trustee's Role.....................................................................  32

THE CUSTODIAN.............................................................................  32

   The Custodian's Role...................................................................  32
   Custody of the Trust's Gold............................................................  33

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.............................................  34

   Taxation of the Trust..................................................................  34
   Taxation of U.S. Shareholders..........................................................  35
   Maximum 28% Long-Term Capital Gains Tax Rate for U.S. Shareholders Who Are Individuals.  36
   Brokerage Fees and Trust Expenses......................................................  36
   Investment by Regulated Investment Companies...........................................  36
   Investment by Certain Retirement Plans.................................................  36
   Taxation of Non-U.S. Shareholders......................................................  37
   United States Information Reporting and Backup Withholding.............................  37
   Taxation in Jurisdictions Other Than the United States.................................  37

ERISA AND RELATED CONSIDERATIONS..........................................................  37

PLAN OF DISTRIBUTION......................................................................  39

LEGAL MATTERS.............................................................................  42

   License Agreement......................................................................  42

EXPERTS...................................................................................  42

WHERE YOU CAN FIND MORE INFORMATION.......................................................  42

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM................................... F-1

STATEMENT OF FINANCIAL CONDITION.......................................................... F-2

NOTES TO THE FINANCIAL STATEMENT.......................................................... F-3
</TABLE>


                                      ii

<PAGE>

                STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

   This prospectus includes statements which relate to future events or future
performance. In some cases, you can identify such forward-looking statements by
terminology such as "may," "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 may occur in the future, including such matters as changes in
commodity prices and market conditions (for gold and the iShares), 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 made by the sponsor
on the basis of its perception of historical trends, current conditions and
expected future developments, as well as other factors it believes are
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 iShares. Moreover, neither the sponsor, the Initial Purchaser, 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

   In this prospectus, each of the following terms has the meaning set forth
below:

   "AMEX" -- The American Stock Exchange LLC.

   "Authorized Participant" -- A person who, at the time of submitting to the
trustee an order to create or redeem one or more Baskets (1) is a registered
broker-dealer, (2) is a DTC Participant or an Indirect Participant, and (3) has
in effect a valid Authorized Participant Agreement.

   "Authorized 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.

   "Basket" -- A block of 50,000 iShares or such number of iShares as the
trustee, in consultation with the sponsor, may from time to time determine.

   "Basket Gold Amount" -- The amount of gold (measured in Fine Ounces),
determined on each Business Day by the trustee, which Authorized Participants
must transfer to the trust in exchange for a Basket, or will receive in
exchange for each Basket surrendered for redemption.

   "Business Day" -- Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which the AMEX is closed for regular trading.

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

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

   "COMEX" -- The exchange market on gold futures contracts operated by
Commodity Exchange, Inc., a subsidiary of New York Mercantile Exchange, Inc.

                                      iii

<PAGE>

   "Commodity Exchange Act" -- The United States Commodity Exchange Act of
1936, as amended.

   "Custodian" -- The Bank of Nova Scotia, a bank organized under the laws of
Canada.

   "Custody Agreement" -- The agreement between the trustee and the custodian
governing the custody of the trust's gold.

   "DTC" -- The Depository Trust Company, a limited purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the United States Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934.

   "DTC Participant" -- An entity which, pursuant to DTC's governing documents,
is entitled to deposit securities with DTC in its capacity as a "participant".

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

   "Exchange Act" -- The United States 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 United Kingdom Financial Services and Markets Act 2000.

   "Fine Ounce" -- An Ounce of 100% pure gold. The number of Fine Ounces in a
gold bar may be calculated by multiplying the gross weight in Ounces by the
fineness, expressed as a fraction of the fine metal content in parts per 1000.

   "Indirect Participant" -- An entity which has access to the DTC clearing
system by clearing securities through, or maintaining a custodial relationship
with, a DTC Participant.

   "Initial Purchaser" -- Barclays Capital Inc.

   "IRA" -- Individual retirement account.

   "IRS" -- Internal Revenue Service.

   "iShares" -- Units of fractional undivided beneficial interest in the net
assets of the trust which are issued by the trust.

   "LBMA" -- The London Bullion Market Association, a trade association that
acts as the coordinator for activities conducted on behalf of its members and
other participants in the London bullion market.

   "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.

   "NASD" -- National Association of Securities Dealers.

                                      iv

<PAGE>

   "NAV" -- Net asset value per iShare. See "Business of the Trust -- Valuation
of Gold; Computation of Net Asset Value" for a description of how the net asset
value of the trust and the NAV are calculated.

   "Non-U.S. Shareholder" -- A shareholder that is not a U.S. Shareholder.

   "NYMEX" -- New York Mercantile Exchange, Inc.

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

   "Ounce" -- A troy ounce, equal to 1.0971428 ounces avoirdupois.
"Avoirdupois" is the system of weights used in the U.S. and Great Britain for
goods other than precious metals, gems and drugs. In that system, a pound has
16 ounces and an ounce has 16 drams.

   "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 United States Securities Act of 1933, as amended.

   "Shareholders" -- Owners of beneficial interests in the iShares.

   "Sponsor" -- Barclays Global Investors, N.A., an indirect subsidiary of
Barclays Bank PLC.

   "TOCOM" -- The Tokyo Commodity Exchange.

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

   "Trust" -- The iShares COMEX Gold Trust, a New York trust formed pursuant to
the Trust Agreement.


   "Trust Agreement" -- The Depositary Trust Agreement among the sponsor, The
Bank of New York, the registered and beneficial owners from time to time of
iShares and all persons that deposit gold for creation of iShares under which
the trust is formed.


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

   "Unallocated" -- Gold is said to be held in unallocated form at a custodian
when the person in whose name gold is so held is entitled to receive delivery
of gold in the amount standing to the credit of that person's account, but that
person has no ownership interest in any particular gold that the custodian
maintaining the account owns or holds. In contrast, gold is held in "allocated"
form when specific bars of gold held by the custodian are identified as the
property of the person holding the "allocated" account.

   "U.S. Shareholder" -- A Shareholder that is (1) an individual who is treated
as a citizen or resident of the United States for United States 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 United States
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 United States persons have the
authority to control all substantial decisions of the trust, or a trust that
has made a valid election under applicable Treasury Regulations to be treated
as a domestic trust.

                                       v

<PAGE>

                              PROSPECTUS SUMMARY

   Although the sponsor believes that this summary is materially complete, you
should read the entire prospectus, including "Risk Factors" beginning on page
8, before making an investment decision about the iShares.

Trust Structure, the Sponsor, the Trustee and the Custodian


   The trust was formed on January 21, 2005 when the sponsor and The Bank of
New York signed the Depositary Trust Agreement ("Trust Agreement") and the
Initial Purchaser made the initial deposit for issuance of three Baskets. The
purpose of the trust is to own gold transferred to the trust in exchange for
shares issued by the trust ("iShares"). Each iShare represents a fractional
undivided beneficial interest in the net assets of the trust. The assets of the
trust consist primarily of gold held by the custodian on behalf of the trust.
However, there may be situations where the trust will unexpectedly hold cash.
For example, a claim may arise against a third party, which is settled in cash.
In situations where the trust unexpectedly receives cash or other assets, no
new iShares will be issued until after the record date for the distribution of
such cash or other property has passed.



   The trust issues iShares only in Baskets of 50,000 or integral multiples
thereof. Baskets of iShares may be redeemed by the trust in exchange for the
amount of gold corresponding to their redemption value. Individual iShares will
not be redeemed by the trust, but will be listed and traded on the AMEX under
the symbol "IAU". The objective of the trust is for the value of the iShares to
reflect, at any given time, the price of gold owned by the trust at that time,
less the trust's expenses and liabilities. The material terms of the trust are
discussed in greater detail under the section "Description of the iShares and
the Trust Agreement". 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 Barclays Global Investors, N.A., a national banking
association chartered in the United States and a wholly-owned subsidiary of
Barclays Bank PLC. The sponsor operates as a limited purpose trust company. Its
primary regulator is the Office of the Comptroller of the Currency, the agency
of the U.S. Treasury Department that regulates United States national banks.
The iShares are not deposits or other obligations of Barclays Global Investors,
N.A. or any of its subsidiaries or affiliates or any other bank, are not
guaranteed by Barclays Global Investors, N.A. or any of its subsidiaries or
affiliates or any other bank and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency.


   The sponsor has arranged for the creation of the trust, the registration of
the iShares for their public offering in the United States and the listing of
the iShares on the AMEX. The sponsor has agreed to assume the following
administrative and marketing expenses incurred by the trust: the trustee's
monthly fee, the custodian's fee, AMEX listing fees, SEC registration fees,
printing and mailing costs, audit fees and expenses and up to $100,000 per
annum in legal fees and expenses. The sponsor will also pay the costs of the
trust's organization and the initial sale of the iShares, including the
applicable SEC registration fees.


   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 trustee
if the trustee ceases to meet certain objective requirements (including the
requirement that it have capital, surplus and undivided profits of at least
$150 million) or if, having received written notice of a material breach of its
obligations under the Trust Agreement, the trustee has not cured the breach
within thirty days. The sponsor also has the right to replace the trustee
during the ninety days following any merger, consolidation or conversion in
which the trustee is not the surviving entity or, in its discretion, on the
fifth anniversary of the creation of the trust or on any subsequent third
anniversary thereafter. The sponsor also has the right to approve any new or
additional custodian that the trustee may wish to appoint.

<PAGE>

   The trustee is The Bank of New York and the custodian is The Bank of Nova
Scotia.

   The trustee is responsible for the day-to-day administration of the trust.
The responsibilities of the trustee include (1) processing orders for the
creation and redemption of Baskets; (2) coordinating with the custodian the
receipt and delivery of gold transferred to, or by, the trust in connection
with each issuance and redemption of Baskets; (3) calculating the net asset
value and the adjusted net asset value of the trust on each business day; and
(4) selling the trust's gold as needed to cover the trust's expenses. For a
more detailed description of the role and responsibilities of the trustee see
"Description of the iShares and the Trust Agreement" and "The Trustee."

   The custodian is responsible for safekeeping the gold owned by the trust.
The custodian is appointed by the trustee and is responsible to the trustee
only. The general role and responsibilities of the custodian are further
described in "The Custodian." The custodian has no obligation to accept any
additional delivery on behalf of the trust if, after giving effect to such
delivery, the total value of the trust's gold held by the custodian exceeds $2
billion. If this limit is exceeded, it is anticipated that the trustee, with
the consent of the sponsor, will retain an additional custodian. If an
additional custodian becomes necessary, the trustee will seek to hire the
additional custodian under terms and conditions substantially similar to those
in the agreement with The Bank of Nova Scotia. However, because the agreement
with the additional custodian will only be negotiated when the need for the
additional custodian arises, it may not be possible for the trustee to locate
at that time an additional custodian that agrees to exactly the same terms of
the agreement with The Bank of Nova Scotia. As a result, the new agreement may
differ from the current one with The Bank of Nova Scotia with respect to issues
like duration, fees, maximum amount of gold that the additional custodian will
hold on behalf of the trust, scope of the additional custodian's liability and
the additional custodian's standard of care.

Trust Objective


   The objective of the trust is for the value of the iShares to reflect, at
any given time, the price of gold owned by the trust at that time, less the
trust's expenses and liabilities. The trust is not actively managed. It does
not engage in any activities designed to obtain a profit from, or to ameliorate
losses caused by, changes in the price of gold. The trust receives gold
deposited with it in exchange for the creation of Baskets of iShares, sells
gold as necessary to cover the trust expenses and other liabilities and
delivers gold in exchange for Baskets of iShares surrendered to it for
redemption.



   The iShares are intended to constitute a simple and cost-effective means of
making an investment similar to an investment in gold. Although the iShares are
not the exact equivalent of an investment in gold, they provide investors with
an alternative that allows a level of participation in the gold market through
the securities market. An investment in iShares is:


  Backed by gold held by the custodian on behalf of the trust.


      The iShares are backed by gold, identified on the custodian's books as
   the property of the trust and held by the custodian in the vicinity of New
   York, Toronto, Montreal, London and other locations that may be authorized
   in the future.


  As accessible and easy to handle as any other investment in shares.


      Retail investors may purchase and sell iShares through traditional
   brokerage accounts at prices expected to be less than the amount required
   for currently existing means of investing in physical gold. iShares are
   eligible for margin accounts.


  Listed.

      Although there can be no assurance that an actively traded market in the
   iShares will develop, the iShares will be listed and traded on the AMEX
   under the symbol "IAU".

                                      2

<PAGE>

  Relatively cost efficient.

      Because the expenses involved in an investment in physical gold will be
   dispersed among all holders of iShares, an investment in iShares may
   represent a cost-efficient alternative to investments in gold for investors
   not otherwise in a position to participate directly in the market for
   physical gold. See "Business of the Trust--Trust Objective".

Principal Offices

   The sponsor's office is located at 45 Fremont Street, San Francisco, CA
94105. The trustee has a trust office at 101 Barclay Street, Floor 6E, New
York, New York 10286. The custodian is located at One Liberty Plaza, New York,
New York, 10006.

                                      3

<PAGE>

                                 THE OFFERING


<TABLE>
<C>                            <S>
Offering...................... The iShares represent units of fractional undivided beneficial interest in
                               the net assets of the trust.

Use of proceeds............... Proceeds received by the trust from the issuance and sale of Baskets
                               consist of gold deposits. Such deposits are held by the custodian on
                               behalf of the trust until (i) distributed to Authorized Participants in
                               connection with a redemption of Baskets or (ii) sold to pay the fee due to
                               the sponsor and trust expenses or liabilities not assumed by the sponsor.

American Stock Exchange symbol IAU

CUSIP......................... 464285105

Creation and redemption....... The trust issues and redeems Baskets of iShares on a continuous basis (a
                               Basket equals 50,000 iShares). Baskets of iShares are only issued or
                               redeemed in exchange for an amount of gold determined by the trustee on
                               each day that the AMEX is open for regular trading. No iShares are issued
                               unless the custodian has allocated to the trust's account (except for an
                               unallocated amount of gold not in excess of 430 ounces), the
                               corresponding amount of gold. Initially, a Basket requires delivery of
                               5,000 fine ounces of gold. The amount of gold necessary for the creation
                               of a Basket, or to be received upon redemption of a Basket, will decrease
                               over the life of the trust, due to the payment or accrual of fees and other
                               expenses or liabilities payable by the trust. Baskets may be created or
                               redeemed only by Authorized Participants, who pay the trustee a
                               transaction fee for each order to create or redeem Baskets. See
                               "Description of the iShares and the Trust Agreement" for more details.

Net Asset Value............... The net asset value of the trust is obtained by subtracting the trust's
                               expenses and liabilities on any day from the value of the gold owned by
                               the trust on that day; the net asset value per iShare, or NAV, is obtained
                               by dividing the net asset value of the trust on a given day by the number
                               of iShares outstanding on that date. On each day on which the AMEX is
                               open for regular trading, as promptly as practicable after 4:00 p.m. (New
                               York time), the trustee will determine the NAV. The trustee will value
                               the trust's gold on the basis of that day's announced COMEX settlement
                               price for the spot month gold futures contract (the futures contract
                               closest to maturity on that day). If there is no COMEX settlement price
                               for spot month gold futures on that day, the trustee will use the most
                               recently announced COMEX settlement price for spot month gold
                               futures unless the trustee, in consultation with the sponsor, determines
                               that such price is inappropriate as a basis for evaluation. See "Business
                               of the Trust--Valuation of Gold; Computation of Net Asset Value."

Trust expenses................ The trust's only ordinary recurring expense is expected to be the
                               remuneration due to the sponsor (the "sponsor's fee"). In exchange for
                               the sponsor's fee, the sponsor has agreed to assume the following
                               administrative and marketing expenses of the trust: the trustee's monthly
                               fee, the custodian's fee, AMEX listing fees, SEC registration fees,
                               printing and mailing costs, audit fees and expenses and up to $100,000
                               per annum in legal fees and expenses. The sponsor will also pay the
</TABLE>


                                      4

<PAGE>


<TABLE>
<C>                               <S>
                                  costs of the trust's organization and the initial sale of the iShares,
                                  including the applicable SEC registration fees.

                                  The sponsor's fee is accrued daily at an annualized rate equal to 0.40%
                                  of the adjusted net asset value of the trust and is payable monthly in
                                  arrears. The trustee will from time to time sell gold in such quantity as
                                  may be necessary to permit payment of the sponsor's fee and of trust
                                  expenses and liabilities not assumed by the sponsor. The trustee is
                                  authorized to sell gold at such times and in the smallest amounts required
                                  to permit such payments as they become due, it being the intention to
                                  avoid or minimize the trust's holdings of assets other than gold.
                                  Accordingly, the amount of gold to be sold will vary from time to time
                                  depending on the level of the trust's expenses and liabilities and the
                                  market price of gold. See "Business of the Trust--Trust Expenses" and
                                  "Description of the iShares and the Trust Agreement--Trust Expenses
                                  and Gold Sales."

Tax Considerations............... Owners of iShares will be treated, for U.S. federal income tax purposes,
                                  as if they owned a corresponding share of the assets of the trust. They
                                  will also be viewed as if they directly received a corresponding share of
                                  any income of the trust, or as if they had incurred a corresponding share
                                  of the expenses of the trust. Consequently, each sale of gold by the trust
                                  will be a taxable event to Shareholders. See "United States Federal Tax
                                  Consequences--Taxation of U.S. Shareholders" and "ERISA and
                                  Related Considerations."

Voting Rights.................... Owners of iShares do not have any voting rights. See "Description of the
                                  iShares and the Trust Agreement--Voting Rights."

Suspension of Issuance, Transfers The trustee may suspend the delivery or registration of transfers of
  and Redemptions................ iShares, or may refuse a particular deposit or transfer at any time, if the
                                  trustee or the sponsor think it advisable for any reason. Redemptions
                                  may be suspended only (i) during any period in which regular trading on
                                  the AMEX or COMEX is suspended or restricted, or one or both
                                  exchanges are closed, or (ii) during an emergency as a result of which
                                  delivery, disposal or evaluation of gold is not reasonably practicable. See
                                  "Description of the iShares and the Trust Agreement--Requirements for
                                  Trustee Actions."

Limitation on Liability.......... The sponsor and the trustee:

                                  .   are only obligated to take the actions specifically set forth in the
                                        Trust Agreement without negligence or bad faith;

                                  .   are not liable for the exercise of discretion permitted under the
                                        Trust Agreement; and

                                  .   have no obligation to prosecute any lawsuit or other proceeding
                                        on behalf of the Shareholders or any other person.

                                  See "Description of the iShares and the Trust Agreement--Limitations
                                  on Obligations and Liability."

Termination events............... The trustee will terminate the Trust Agreement if:

                                  .   the trustee is notified that the iShares are delisted from the
                                        AMEX and are not approved for listing on another national
                                        securities exchange within five business days of their delisting;
</TABLE>


                                      5

<PAGE>


<TABLE>
<C>                      <S>
                         .   holders of at least 75% of the outstanding iShares notify the
                               trustee that they elect to terminate the trust;

                         .   60 days have elapsed since the trustee notified the sponsor of
                               the trustee's election to resign and a successor trustee has not
                               been appointed and accepted its appointment;

                         .   the SEC determines that the trust is an investment company
                               under the Investment Company Act of 1940, as amended, and
                               the trustee has actual knowledge of that determination;

                         .   the aggregate market capitalization of the trust, based on the
                               closing price for the iShares, was less than $350 million for five
                               consecutive trading days and the trustee receives, within six
                               months from the last of those trading days, notice that the
                               sponsor has decided to terminate the trust;

                         .   the CFTC determines that the trust is a commodity pool under
                               the Commodity Exchange Act and the trustee has actual
                               knowledge of that determination; or

                         .   the trust fails to qualify for treatment, or ceases to be treated, as
                               a grantor trust for United States federal income tax purposes
                               and the trustee receives notice that the sponsor has determined
                               that the termination of the trust is advisable.

                         If not terminated earlier by the trustee, the trust will terminate on
                         January 19, 2045. See "Description of the iShares and the Trust
                         Agreement--Amendment and Termination." After termination of the
                         trust, the trustee will deliver trust property upon surrender and
                         cancellation of iShares and, ninety days after termination, may sell any
                         remaining trust property in a private or public sale, and hold the
                         proceeds, uninvested and in a non-interest bearing account, for the
                         benefit of the holders who have not surrounded their iShares for
                         cancellation. See "Description of the iShares and the Trust Agreement--
                         Amendment and Termination."

Authorized Participants. Baskets may be created or redeemed only by Authorized Participants.
                         Each Authorized Participant must be a registered broker-dealer, a
                         participant in DTC, have entered into an agreement with the trustee (the
                         Authorized Participant Agreement) and be in a position to transfer gold
                         to, and take delivery of gold from, the custodian through one or more
                         gold accounts. The Authorized Participant Agreement provides the
                         procedures for the creation and redemption of Baskets and for the
                         delivery of gold in connection with such creations or redemptions. A list
                         of the current Authorized Participants can be obtained from the trustee or
                         the sponsor.

Clearance and settlement The iShares are issued in book-entry form only. Transactions in iShares
                         clear through the facilities of DTC. Investors may hold their iShares
                         through DTC, if they are participants in DTC, or indirectly through
                         entities that are participants in DTC.
</TABLE>


                                      6

<PAGE>

                          SUMMARY FINANCIAL CONDITION


   As of the close of business on January 21, 2005, the date of formation of
the trust, the net asset value of the trust was $6,400,500 and the NAV was
$42.67. See "Statement of Financial Condition" elsewhere in this prospectus.



                                      7

<PAGE>

                                 RISK FACTORS

   Before making an investment decision, you should consider carefully the
risks described below, as well as the other information included in this
prospectus.

Because the iShares are created to reflect the price of the gold held by the
trust, the market price of the iShares will be as unpredictable as the price of
gold has historically been. This creates the potential for losses, regardless
of whether you hold iShares for a short-, mid- or long-term.


   iShares are created to reflect, at any given time, the market price of gold
owned by the trust at that time less the trust's expenses and liabilities.
Because the value of iShares depends on the price of gold, it is subject to
fluctuations similar to those affecting gold prices. The price of gold has
fluctuated widely over the past several years. If gold markets continue to be
characterized by the wide fluctuations that they have shown in the past several
years, the price of the iShares will change widely and in an unpredictable
manner. This exposes your investment in iShares to potential losses if you need
to sell your iShares at a time when the price of gold is lower than it was when
you made your investment in iShares. Even if you are able to hold iShares for
the mid- or long-term you may never have a profit, because gold markets have
historically experienced extended periods of flat or declining prices.


   Following an investment in iShares, several factors may have the effect of
causing a decline in the prices of gold and a corresponding decline in the
price of iShares. Among them:

  .   Large sales by the official sector. A significant portion of the
      aggregate world gold holdings is owned by governments, central banks and
      related institutions. If one or more of these institutions decides to
      sell in amounts large enough to cause a decline in world gold prices, the
      price of the iShares will be adversely affected.

  .   A significant increase in gold hedging activity by gold producers. Should
      there be an increase in the level of hedge activity of gold producing
      companies, it could cause a decline in world gold prices, adversely
      affecting the price of the iShares.

  .   A significant change in the attitude of speculators and investors towards
      gold. Should the speculative community take a negative view towards gold,
      it could cause a decline in world gold prices, negatively impacting the
      price of the iShares.

Conversely, several factors may trigger a temporary increase in the price of
gold prior to your investment in the iShares. If that is the case, you will be
buying iShares at prices affected by the temporarily high prices of gold, and
you may incur losses when the causes for the temporary increase disappear.
Paradoxically, one of the causes for a temporary increase of this type would be
a very enthusiastic reception of the iShares by the market. If a rush to
acquire iShares results in large purchases of gold to be deposited in the
trust, the price of gold may see an increase that will subside after the
initial rush comes to an end.

The amount of gold represented by the iShares will decrease over the life of
the trust due to the sales necessary to pay the sponsor's fee and trust
expenses. Without increases in the price of gold sufficient to compensate for
that decrease, the price of the iShares will also decline and you will lose
money on your investment in iShares.

   Although the sponsor has agreed to assume all organizational and certain
ordinary administrative and marketing expenses incurred by the trust, not all
trust expenses have been assumed by the sponsor. For example, any taxes and
other governmental charges that may be imposed on the trust's property will not
be paid by the sponsor. As part of its agreement to assume some of the trust's
ordinary administrative expenses, the sponsor has agreed to pay legal fees and
expenses of the trust not in excess of $100,000 per annum. Any legal fees and
expenses in excess of that amount will be the responsibility of the trust.

                                      8

<PAGE>


   Because the trust does not have any income, it needs to sell gold to cover
the sponsor's fee and expenses not assumed by the sponsor. The trust may also
be subject to other liabilities (for example, as a result of litigation) which
have also not been assumed by the sponsor. The only source of funds to cover
those liabilities will be sales of gold held by the trust. Even if there are no
expenses other than those assumed by the sponsor, and there are no other
liabilities of the trust, the trustee will still need to sell gold to pay the
sponsor's monthly fee. The result of these periodic sales is that the amount of
gold represented by each iShare will decrease. New deposits of gold, received
in exchange for new iShares issued by the trust, do not reverse this trend.



   A decrease in the amount of gold represented by each iShare results in a
decrease in its price even if the price of gold has not changed. To retain the
iShare's original price, the price of gold has to increase. Without that
increase, the lower amount of gold represented by the iShare will have a
correspondingly lower price. If these increases do not occur, or are not
sufficient to counter the lower amount of gold represented by each iShare, you
will sustain losses on your investment in iShares.


   An increase in the trust expenses not assumed by the sponsor, or the
existence of unexpected liabilities affecting the trust, will force the trustee
to sell larger amounts of gold, and will result in a more rapid decrease of the
amount of gold represented by each iShare and a corresponding decrease in its
value.

The trust is a passive investment vehicle. This means that the value of your
iShares may be adversely affected by trust losses that, if the trust had been
actively managed, it might have been possible to avoid.


   The trustee does not actively manage the gold held by the trust. This means
that the trustee does not sell gold at times when its price is high, or acquire
gold at low prices in the expectation of future price increases. It also means
that the trustee does not make use of any of the hedging techniques available
to professional gold investors to attempt to reduce the risks of losses
resulting from price decreases. Any losses sustained by the trust will
adversely affect the value of your iShares.


The price received upon the sale of iShares may be less than the value of the
gold represented by them.

   The result obtained by subtracting the trust's expenses and liabilities on
any day from the price of the gold owned by the trust on that day is the net
asset value of the trust which, when divided by the number of iShares
outstanding on that date, results in the net asset value per iShare, or NAV.


   iShares may trade at, above or below their NAV. The NAV of iShares will
fluctuate with changes in the market value of the trust's assets. The trading
prices of iShares will fluctuate in accordance with changes in their NAVs as
well as market supply and demand. The amount of the discount or premium in the
trading price relative to the NAV per iShare may be influenced by
non-concurrent trading hours between the major gold markets and the AMEX. While
the iShares will trade on the AMEX until 4:15 P.M. New York time, liquidity in
the market for gold will be reduced after the close of the major world gold
markets, including London, Zurich and COMEX (which usually closes from 1:30
P.M. until 2:00 P.M. New York time). As a result, during this time, trading
spreads, and the resulting premium or discount on iShares, may widen.


The liquidation of the trust may occur at a time when the disposition of the
trust's gold will result in losses to investors in iShares.

   The trust will have limited duration. If certain events occur, at any time,
the trustee will have to terminate the trust. Otherwise, the trust will
terminate automatically after forty years. See "Description of the iShares and
the Trust Agreement--Amendment and Termination" for more information about the
termination of the trust, including when events outside the control of the
sponsor, the trustee or the Shareholders may prompt the trust's termination.

                                      9

<PAGE>

   Upon termination of the trust, the trustee will sell gold in the amount
necessary to cover all expenses of liquidation, and to pay any outstanding
liabilities of the trust. The remaining gold will be distributed among
investors surrendering iShares. Any gold remaining in the possession of the
trustee after 90 days may be sold by the trustee and the proceeds of the sale
will be held by the trustee until claimed by any remaining holders of iShares.
Sales of gold in connection with the liquidation of the trust at a time of low
prices will likely result in losses, or adversely affect your gains, on your
investment in iShares.


There may be situations where an Authorized Participant is unable to redeem a
basket of shares. To the extent the value of gold decreases, these delays may
result in a decrease in the value of the gold the Authorized Participant will
receive when the redemption occurs, as well as a reduction in liquidity for all
shareholders in the secondary market.



   Although iShares surrendered by Authorized Participants in basket-size
aggregations are redeemable in exchange for the underlying amount of gold,
redemptions may be suspended during any period while regular trading on the
AMEX or COMEX is suspended or restricted, or in which an emergency exists that
makes it reasonably impracticable to deliver, dispose of, or evaluate gold. If
any of these events occurs at a time when an Authorized Participant intends to
redeem iShares, and the price of gold decreases before such Authorized
Participant is able again to surrender for redemption baskets of iShares, such
Authorized Participant will sustain a loss with respect to the amount that it
would have been able to obtain in exchange for the gold received from the trust
upon the redemption of its iShares, had the redemption taken place when such
Authorized Participant originally intended it to occur. As a consequence,
Authorized Participants may reduce their trading in iShares during periods of
suspension, decreasing the number of potential buyers of iShares in the
secondary market and, therefore, the price a shareholder may receive upon sale.


The liquidity of the iShares may also be affected by the withdrawal from
participation of Authorized Participants.

   In the event that one of more Authorized Participants which have substantial
interests in iShares withdraw from participation, the liquidity of the iShares
will likely decrease which could adversely affect the market price of the
iShares and result in your incurring a loss on your investment.

Authorized Participants with large holdings may choose to terminate the trust.

   Holders of 75% of the iShares have the power to terminate the trust. This
power may be exercised by a relatively small number of holders. If it is so
exercised, investors who wished to continue to invest in gold through the
vehicle of the trust will have to find another vehicle, and may not be able to
find another vehicle that offers the same features as the trust.

The lack of an active trading market for the iShares may result in losses on
your investment at the time of disposition of your iShares.

   Although iShares are listed for trading on the AMEX, you should not assume
that an active trading market for the iShares will develop or be maintained. If
you need to sell your iShares at a time when no active market for them exists,
such lack of an active market will most likely adversely affect the price you
receive for your iShares (assuming you are able to sell them).

If the process of creation and redemption of Baskets of iShares encounters any
unanticipated difficulties, the possibility for arbitrage transactions intended
to keep the price of the iShares closely linked to the price of gold may not
exist and, as a result, the price of the iShares may fall.

   The trustee has not participated in a product like this before. If the
processes of creation and redemption of shares (which depend on timely
transfers of gold to and by the custodian) encounter any unanticipated

                                      10

<PAGE>

difficulties, potential market participants who would otherwise be willing to
purchase or redeem Baskets of iShares to take advantage of any arbitrage
opportunity arising from discrepancies between the price of the iShares and the
price of the underlying gold may not take the risk that, as a result of those
difficulties, they may not be able to realize the profit they expect. If this
is the case, the liquidity of the iShares may decline and the price of the
iShares may fluctuate independently of the price of gold and may fall.

As an owner of iShares, you will not have the rights normally associated with
ownership of other types of shares.

   iShares are not entitled to the same rights as shares issued by a
corporation. By acquiring iShares, you are not acquiring the right to elect
directors, to receive dividends, to vote on certain matters regarding the
issuer of your iShares or to take other actions normally associated with the
ownership of shares. You will only have the limited rights described under
"Description of the iShares and the Trust Agreement".

As an owner of iShares, you will not have the protections normally associated
with ownership of shares in an investment company registered under the
Investment Company Act of 1940, or the protections afforded by the Commodity
Exchange Act of 1936.


   The trust is not registered as an investment company for purposes of United
States federal securities laws, and is not subject to regulation by the SEC as
an investment company. Consequently, the owners of iShares do not have the
regulatory protections provided to investors in investment companies. For
example, the provisions of the Investment Company Act that limit transactions
with affiliates, prohibit the suspension of redemptions (except under certain
limited circumstances) or limit sales loads do not apply to the trust.



   The trust does not hold or trade in commodity futures contracts regulated by
the Commodity Exchange Act (CEA), as administered by the Commodity Futures
Trading Commission (CFTC). Furthermore, the Trust is not a commodity pool for
purposes of the CEA, and its sponsor is not subject to regulation by the CFTC
as a commodity pool operator, or a commodity trading advisor. Consequently, the
owner of iShares does not have the regulatory protections provided to investors
in CEA-regulated instruments or commodity pools. Consequently, the trustee is
not subject to registration as a commodity pool operator and the owners of
iShares do not receive the disclosure document and certified annual report
required to be delivered by a commodity pool operator.


Neither the sponsor nor the trustee has experience with a trust the only assets
of which are expected to be gold. Their experience may be inadequate or
unsuitable to manage the trust.

   None of the sponsor, the trustee, or their respective management, have
experience handling an investment vehicle designed to reflect, at any given
time, the value of the gold that is its only asset. If this lack of experience
adversely affects the operations of the trust, the value of the iShares may
also be adversely affected.

The value of the iShares will be adversely affected if gold owned by the trust
is lost or damaged in circumstances in which the trust is not in a position to
recover the corresponding loss.

   The responsibility of the custodian for loss or damage to the trust's gold
is not unlimited. The agreement with the custodian contemplates that under
certain circumstances the custodian will not be responsible for loss or damage
to the trust's gold in the custodian's possession. For example, losses due to
nuclear accidents, terrorism, riots, acts of God, insurrections, strikes and
similar causes beyond the control of the custodian will be sustained by the
trust. Any loss of gold owned by the trust will result in a corresponding loss
in the NAV and it is reasonable to expect that such loss will also result in a
decrease in the value at which the iShares are traded on the AMEX.

                                      11

<PAGE>

Gold transferred to the trust in connection with the creation of Baskets of
iShares may not be of the quality required under the Trust Agreement. The trust
will sustain a loss if the trustee issues iShares in exchange for gold of
inferior quality and that loss will adversely affect the value of all existing
iShares.

   The procedures agreed to with the custodian contemplate that the custodian
must undertake certain tasks in connection with the inspection of gold
delivered by Authorized Participants in exchange for Baskets of iShares. The
Custodian's inspection includes review of the corresponding bar list to ensure
that it accurately describes the weight, fineness, refiner marks and bar
numbers appearing on the gold bars, but does not include any chemical or other
tests designed to verify that the gold received does, in fact, meet the purity
requirements referred to in the Trust Agreement. Accordingly, such inspection
procedures may not prevent the deposit of gold that fails to meet these purity
standards. Each person that deposits gold in the trust is liable to the trust
if that gold does not meet the requirements of the Trust Agreement. The
custodian will not be responsible or liable to the trust or to any investor in
the event any gold otherwise properly inspected by it does not meet the purity
requirements contained in the Trust Agreement. To the extent that Baskets of
iShares are issued in exchange for gold of inferior quality and the trust is
not able to recover damages from the person that deposited that gold, the total
value of the assets of the trust will be adversely affected and, with it, the
NAV. In these circumstances, it is reasonable to expect that the value at which
the iShares trade on the AMEX will also be adversely affected.

The value of the iShares will be adversely affected if the trust is required to
indemnify the trustee as contemplated in the Trust Agreement.

   Under the Trust Agreement, the sponsor has a right to be indemnified from
the trust for any liability or expense it incurs without negligence, bad faith
or willful misconduct on its part. That means the sponsor may require the
assets of the trust to be sold in order to cover losses or liability suffered
by the sponsor. Any sale of that kind would reduce the net asset value of the
trust and the value of the iShares.

                                USE OF PROCEEDS


   Proceeds received by the trust from the issuance and sale of Baskets consist
of gold deposits. Such deposits are held by the custodian on behalf of the
trust until (i) distributed to Authorized Participants in connection with
redemptions of Baskets or (ii) sold to pay fees due to the sponsor and trust
expenses and liabilities not assumed by the sponsor. See "Business of the
Trust--Trust Expenses".


                                      12

<PAGE>

                               THE GOLD INDUSTRY

Introduction

   This section provides a brief introduction to the gold industry by looking
at some of the key participants, detailing the primary sources of demand and
supply and outlining the role of the "official" sector (i.e., central banks) in
the market.

Market Participants

   The participants in the world gold market may be classified in the following
sectors: the mining and producer sector, the banking sector, the official
sector, the investment sector; and the manufacturing sector. A brief
description of each follows.

  Mining and Producer Sector

   This group includes mining companies that specialize in gold and silver
production; mining companies that produce gold as a by-product of other
production (such as a copper or silver producer); scrap merchants and recyclers.

  Banking Sector

   Bullion banks provide a variety of services to the gold market and its
participants, thereby facilitating interactions between other parties. Services
provided by the bullion banking community include traditional banking products
as well as mine financing, physical gold purchases and sales, hedging and risk
management, inventory management for industrial users and consumers, and gold
deposit and loan instruments.

  The Official Sector

   The official sector encompasses the activities of the various central
banking operations of gold-holding countries. In September 1999 a group of 15
central banks acting to clarify their intentions with respect to their gold
holdings signed the Central Bank Gold Agreement commonly called the "Washington
Accord on Gold". The signatories included the European Central Bank and the
central banks of Austria, Belgium, Finland, France, Germany, Ireland, Italy,
Luxembourg, the Netherlands, Portugal, Spain, Sweden, Switzerland, and England.
The original agreement limited incremental sales by the 15 signatories to 400
tonnes per annum over the ensuing five-year period. The original Washington
Accord on Gold expired in September 2004, and was renewed by several of the
original signatories for a second five-year period. The current per annum limit
on gold sales is 500 tonnes, with total sales not to exceed 2,500 tonnes in the
five-year period.

  The Investment Sector

   This sector includes the investment and trading activities of both
professional and private investors and speculators. These participants range
from large hedge and mutual funds to day-traders on futures exchanges and
retail-level coin collectors.

  The Manufacturing Sector

   The fabrication and manufacturing sector represents all the commercial and
industrial users of gold for whom gold is a daily part of their business. The
jewelry industry is a large user of gold. Other industrial users of gold
include the electronics and dental industries.

                                      13

<PAGE>

World Gold Supply and Demand (1994 - 2003)

   The following table sets forth a summary of the world gold supply and demand
from 1994 to 2003:


<TABLE>
<CAPTION>
                              1994  1995  1996  1997  1998  1999  2000  2001  2002  2003
                              ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                                  (Tonnes)/(1)/
<S>                           <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Supply
   Mine production........... 2,285 2,291 2,375 2,493 2,542 2,574 2,591 2,621 2,590 2,592
   Official sector sales.....   130   167   279   326   363   477   479   527   545   616
   Old gold scrap............   621   631   644   626 1,099   608   610   708   836   944
   Net producer hedging......   105   475   142   504    97   506
   Implied net disinvestment.   203    93   102   275               342    44
                              ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
   Total Supply.............. 3,344 3,657 3,541 4,223 4,102 4,165 4,022 3,900 3,971 4,154
                              ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Demand
   Fabrication
       Jewelry............... 2,640 2,812 2,856 3,311 3,182 3,148 3,222 3,026 2,680 2,523
       Other.................   455   502   485   562   567   593   555   476   482   516
                              ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
   Total Fabrication......... 3,095 3,314 3,341 3,873 3,749 3,741 3,777 3,501 3,163 3,040
   Bar hoarding..............   249   343   200   350   163   266   230   248   250   183
   Net producer hedging......                                        15   151   437   279
   Implied net investment....                           190   158               122   652
                              ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
   Total Demand.............. 3,344 3,657 3,541 4,223 4,102 4,165 4,022 3,900 3,972 4,154
                              ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
</TABLE>


Note: Totals may not add due to independent rounding.
- --------
(1)"Tonne" refers to one metric tonne. This is equivalent to 1,000 kilograms or
   32,150.7465 troy ounces.

Source: Gold Fields Mineral Services Ltd Gold Survey 2004.

Historical Chart of the Price of Gold


   The price of gold is volatile and its fluctuations are expected to have a
direct impact on the value of the iShares. However, movements in the price of
gold in the past, and any past or present trends, are not a reliable indicator
of future movements. Movements may be influenced by various factors, including
announcements from central banks regarding a country's reserve gold holdings,
agreements among central banks, fluctuations in the value of the U.S. dollar,
political uncertainties around the world, and economic concerns.



   This section of the prospectus identifies recent movements of the gold price
and the historical events surrounding these movements. For the purposes of this
discussion, "gold prices" refers to the settlement price for the COMEX spot
month gold futures contract. The COMEX settlement price for the spot month gold
futures contract and the New York spot price for physical gold are closely
related, as they both pertain to the price of gold for New York delivery in two
business days. Any divergence between the two prices creates an arbitrage
opportunity and is, therefore, limited. The sponsor estimates that for the
period from January 1995 through December 2004, the daily settlement price for
the COMEX spot month gold futures contract and the closing spot prices for
physical gold reported by Bloomberg have a 0.9999 correlation. During that
ten-year period, other than in the week of September 11, 2001 (during which the
COMEX did not conduct normal trading operations due to the attack on the nearby
World Trade Center), the difference between the two prices was equal to or
exceeded 1% on a total of four trading days: August 1, 1996 (1.0%), October 1,
1999 (1.7%), February 5, 2003 (1.4%), and January 28, 2004 (1.3%). The sponsor
has no reason to believe that the generally high degree of correlation between
the prices will not exist in the future. However, the price relationship over a
previous period is not necessarily indicative of relative prices on any
particular future date.


                                      14

<PAGE>


   The following chart provides a historical background on gold prices. The
chart shows the monthly high, low and settlement prices of gold for the period
January 1994 to December 2004.





                                    [CHART]




Note: The vertical line represents the high and low price for the respective
month, and the square indicates the settle price for the month.

Source: COMEX Division of the New York Mercantile Exchange, Inc.


   The price of gold (in U.S. dollars) declined over the period from 1994 to
1999, from a high of $417.70 on February 2, 1996 to a low of $253.70 on August
25, 1999. The decline in the price of gold during this period was related to a
number of factors including, among other things, a strong U.S. dollar (which,
historically, has often been negatively correlated with the price of gold),
significant forward sales of gold by producers (increasing supply) and selling
pressure from speculators betting on falling gold prices.



   The trends that, in general, resulted in falling gold prices from 1994 to
1999 began to change in the second half of 1999. On September 23, 1999, gold
prices had recovered to $265.50 per ounce. Furthermore, the announcement of the
Central Bank Gold Agreement preceded a sharp rally in the price of gold. Gold
prices hit a high of $324.50 on October 6, 1999. However, despite the Central
Bank Gold Agreement, prices gradually began to decrease in the fourth quarter
of 1999 and through May 2000 for a variety of possible reasons, notably
continued strength in the U.S. dollar and U.S. equity markets and a fall in
physical demand upon the turn of the millennium.



   The ongoing recovery in the gold price began in 2001. First, declining U.S.
interest rates resulted in a fall in the contango (i.e., the premium available
on gold for future delivery), which reduced the returns available to producers
for forward sales. Second, several mining companies reduced or eliminated their
hedging activities in 2001 in response to pressure from shareholders seeking
greater leverage to the price of gold, thereby reducing the amount of gold
supply entering the market. This led a number of speculators and others who
were short gold to close out short positions, further increasing demand.
Finally, the terrorist attacks of September 11, 2001 and their political,
military, and economic implications led to a sharp rise in the gold price,
although gains somewhat moderated by year end.


                                      15

<PAGE>


   Between 2002 and 2004 the price of gold in U.S. dollars has continued to
rise due to a number of factors. Among such factors are the decline in the U.S.
dollar against other currencies, the poor performance of U.S. and other major
equities markets, a surge in investment demand in commodities as an asset class
generally and gold specifically, the renewal of the Central Bank Gold Agreement
in 2004, and continued reduction in forward selling by mining companies. It is
important to note that central bank gold sales have continued over the period
and, indeed, the second Central Bank Gold Agreement increased the potential
size of sales by the signatories under the agreement. This increase in the
price of gold during this period is the first such gain over a three year
period since the early 1990s. The 2004 (year to date November 30) average price
represents the first average over $400 since 1988 and the highest annual
average since that year. As indicated above, present prices and trends are no
indication of future prices. There is no assurance that the present upward
trend will continue or that gold prices are not about to enter a period of
decline. See "Risk Factors--Because the iShares are created to reflect the
price of the gold held by the trust, the market prices for the iShares will be
as unpredictable as the price of gold has historically been."



                                      16

<PAGE>

                         OPERATION OF THE GOLD MARKET

Futures Exchanges

   The most significant gold futures exchanges are the COMEX, operated by
Commodities Exchange, Inc., a subsidiary of New York Mercantile Exchange, Inc.,
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.

COMEX

   Future exchanges seek to provide a neutral, regulated marketplace for the
trading of derivatives contracts for commodities. Future contracts are defined
by the exchange for each commodity. For each commodity traded, this contract
specifies the precise quality and quantity standards. The contract's terms and
conditions also define the location and timing of physical delivery.

   An exchange does not buy or sell those contracts, but seeks to offer a
transparent forum where members, on their own behalf or on the behalf of
customers, can trade the contracts in a safe, efficient and orderly manner.
During regular trading hours at COMEX, the commodity contracts are traded
through open outcry; a verbal auction in which all bids, offers and trades must
be publicly announced to all members. The prices at which each commodity trades
throughout the day serve as world benchmarks. They are immediately transmitted
around the world by a wide variety of price-reporting services under
arrangement with the exchange. Electronic trading is offered by the exchange
after regular market hours. Except for brief breaks to switch between open
outcry and electronic trading in the evening and the morning, gold trades
almost 24 hours a day, five business days a week.

   In addition to the public nature of the pricing, futures exchanges in the
United States are regulated at two levels, internal and external governmental
supervision. The internal is performed through self-regulation and consists of
regular monitoring of the following: the open-outcry process to insure that it
is conducted in conformance with all exchange rules; the financial condition of
all exchange member firms to insure that they continuously meet financial
commitments; and the positions of commercial and non-commercial customers to
insure that physical delivery and other commercial commitments can be met, and
that pricing is not being improperly affected by the size of any particular
customer positions. External governmental oversight is performed by the CFTC,
which reviews all the rules and regulations of United States futures exchanges
and monitors their enforcement.

   Gold futures opened for trading on the COMEX on December 31, 1974,
coinciding with the lifting of the Government's ban on gold ownership by
private citizens in the United States.

   The clearing system of NYMEX seeks to minimize credit risk exposure for
NYMEX participants. The system binds all the members through both financial
deposits and other commitments into a unitary system guaranteeing the
performance of each other and their customers. The NYMEX clearinghouse operates
this system by holding member firms' funds on deposit, who in turn hold their
member and non-member customer funds. The clearinghouse acts as fiscal transfer
agent moving funds from account to account on a daily basis as dictated by
price changes. The clearinghouse also insures that trading is conducted in an
orderly manner by matching trades and maintaining the delivery process.

   The COMEX rules and procedures seek to insure the integrity of the trading
process. They are complemented by a system designed to insure the quality of
the physical gold used for delivery under the futures contracts. For gold to be
eligible for delivery upon a COMEX contract, it must be deposited into an
exchange-licensed depository from a source that is capable of guaranteeing the
gold's quality. The three sources include: (1) a refiner approved for COMEX
gold delivery, (2) an assayer approved to assay such gold, or (3) from another
licensed depository, when it entered that depository via either (1) or (2).
Gold can only be moved

                                      17

<PAGE>

from any of these sources by a COMEX-approved deliverer. Throughout every step,
the gold bar must be accompanied by a complete documentary history of its
movement. If this chain of integrity is broken at any point, the bar is not
eligible and either must be re-assayed to prove its quality or sent back to the
refinery to be recast.

   The trading unit of COMEX gold futures contracts is 100 troy ounces. Gold
bars tendered for delivery can be cast in the form of either one bar or three
one-kilogram bars. In either form, the gross weight of the bar or bars tendered
for each contract must be within a five-percent tolerance. The bars must assay
at not less than 995 fineness, i.e. 99.5% pure gold. The weight, fineness, bar
number and identifying stamp of the refiner must be clearly incised on each bar
by the approved refiner. The buyer taking delivery pays for the actual gold
content, called the fine weight, in the bar. The fine weight is determined by
multiplying the gross weight of the bar or bars tendered for each contract by
their fineness. For example, a bar with a gross weight of 100 oz. with a
fineness of 995, has a fine weight of 99.5 troy ounces. Delivery of COMEX gold
is based on negotiable warehouse receipts, called warrants, for specific bars
identified on the receipt which are stored in licensed depositories located in
New York City.

   All procedures described above are set forth in the COMEX rules and
regulations as in effect as of the date of this prospectus. These rules and
regulations are established by the Board of Directors of the NYMEX and subject
to change by that body.

Exchange Regulation

   In the United States, commodity futures trading, and the markets where it is
conducted, are regulated under the federal Commodity Exchange Act, which is
administered by the CFTC, an independent agency of the federal government. The
CFTC oversees the operation of the U.S. commodity futures markets, including
COMEX. One of the principal public policy objectives of the Commodity Exchange
Act is to insure the integrity of the markets it oversees and the reliability
of the prices of trades on those markets. The Commodity Exchange Act and CFTC
require markets, including COMEX, to have rules and procedures to prevent
market manipulation, abusive trade practice and fraud and the CFTC conducts
regular review of the markets' rule enforcement programs.

Over-the-Counter Market

   The OTC gold market includes spot, forward, and option and other derivative
transactions conducted on a principal-to-principal basis. While this is a
global 24-hour per day market, its main centers are London, New York and Zurich.

   Ten 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, act as OTC market-makers and most OTC market trades are
cleared through London. The LBMA plays an important role in setting OTC gold
trading industry standards. The LBMA's "London Good Delivery Lists", identify
approved refiners of gold. In the OTC market, gold that meets the
specifications for weight, dimensions, fineness (or purity), identifying marks
(including the assay stamp of an LBMA-acceptable refiner) and appearance set
forth in "The Good Delivery Rules for Gold and Silver Bars" published by the
LBMA are "London Good Delivery Bars." A London Good Delivery Bar (typically
called a "400 ounce bar") must contain between 350 and 430 fine troy ounces of
gold (1 troy ounce = 31.1034768 grams), 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 refiners who are on the LBMA-approved list. A London Gold Delivery Bar,
which is acceptable for settlement of any OTC transaction will be acceptable
for delivery to the trust in connection with the issuance of Baskets of iShares.

                                      18

<PAGE>

London Market Regulation

   Regulation of the London gold market's participants, including the major
participating members of the LBMA is the responsibility of the Financial
Services Authority (FSA) pursuant to the Financial Services and Markets Act
2000 (FSM Act). This law makes all UK-based banks and investment firms, subject
to certain fitness and properness, capital adequacy, liquidity, and systems and
control requirements. Spot, commercial forwards, and deposits of gold not
covered by the FSM Act is subject to The London Code of Conduct for
Non-Investment Products, which was established by market participants in
conjunction with the Bank of England.

Not a Regulated Commodity Pool

   The trust will not trade in gold futures contracts on COMEX or on any other
futures exchange. The trust will take delivery of physical gold that complies
with the COMEX gold delivery rules or the LBMA gold delivery rules. Because the
trust will not trade in gold futures contracts on any futures exchange, the
trust with not be regulated by the CFTC under the Commodity Exchange Act as a
"commodity pool," and will not be operated by a CFTC-regulated commodity pool
operator. Investors in the trust will not receive the regulatory protections
afforded to investors in regulated commodity pools, nor may COMEX or any
futures exchange enforce its rules with respect to the trust's activities. In
addition, investors in the trust will not benefit from the protections afforded
to investors in gold futures contracts on regulated futures exchanges.

                                      19

<PAGE>

                             BUSINESS OF THE TRUST


   The activities of the trust are limited to (1) issuing Baskets of iShares in
exchange for the gold deposited with the custodian as consideration, (2)
selling gold as necessary to cover the sponsor's fee, trust expenses not
assumed by the sponsor and other liabilities and (3) delivering gold in
exchange for Baskets of iShares surrendered for redemption. The trust is not
actively managed. It does not engage in any activities designed to obtain a
profit from, or to ameliorate losses caused by, changes in the price of gold.


Trust Objective


   The objective of the trust is for the value of the iShares to reflect, at
any given time, the price of gold owned by the trust at that time less the
trust's expenses and liabilities. The iShares are intended to constitute a
simple and cost-effective means of making an investment similar to an
investment in gold. An investment in physical gold requires expensive and
sometimes complicated arrangements in connection with the assay,
transportation, warehousing and insurance of the metal. Traditionally, such
expense and complications have resulted in investments in physical gold being
efficient only in amounts beyond the reach of many investors. The iShares have
been designed to remove the obstacles represented by the expense and
complications involved in an investment in physical gold, while at the same
time having an intrinsic value that reflects, at any given time, the price of
the gold owned by the trust at such time less the trust expenses and
liabilities. Although the iShares are not the exact equivalent of an investment
in gold, they provide investors with an alternative that allows a level of
participation in the gold market through the securities market.


   An investment in iShares is:

  Backed by gold held by the custodian on behalf of the trust.


      The iShares are backed by the assets of the trust. The trustee's
   arrangements with the custodian contemplate that at the end of each business
   day there can be in the trust account no more than 430 ounces of gold in an
   unallocated form. Accordingly, the bulk of the trust's gold holdings is
   represented by physical gold, identified on the custodian's books as the
   property of the trust and held by the custodian in the vicinity of New York,
   Toronto, Montreal, London and other locations that may be authorized in the
   future.


  As accessible and easy to handle as any other investment in shares.


      Retail investors may purchase and sell iShares through traditional
   brokerage accounts. Because the intrinsic value of each iShare is a function
   of the price of only a fraction of an ounce of gold held by the trust, the
   cash outlay necessary for an investment in iShares should be less than the
   amount required for currently existing means of investing in physical gold.
   iShares are eligible for margin accounts.


  Listed.

      Although there can be no assurance that an actively traded market in the
   iShares will develop, the iShares will be listed and traded on the AMEX
   under the symbol "IAU".

  Relatively cost efficient.

      Because the expenses involved in an investment in physical gold will be
   dispersed among all holders of iShares, an investment in iShares may
   represent a cost-efficient alternative to investments in gold for investors
   not otherwise in a position to participate directly in the market for
   physical gold.

Secondary Market Trading

   While the objective of the trust is for the value of the iShares to reflect,
at any given time, the price of gold owned by the trust at that time less the
trust's expenses and liabilities, iShares may trade at, above or below their
NAV. The NAV of iShares will fluctuate with changes in the market value of the
trust's assets. The trading prices of iShares will fluctuate in accordance with
changes in their NAV as well as market supply and demand. The amount of the
discount or premium in the trading price relative to the NAV may be influenced
by

                                      20

<PAGE>


non-concurrent trading hours between the major gold markets and the AMEX. While
the iShares will trade on the AMEX until 4:15 P.M. New York time, liquidity in
the market for gold will be reduced after the close of the major world gold
markets, including London, Zurich and COMEX (which usually closes from 1:30
P.M. until 2:00 P.M. New York time). As a result, during this time, trading
spreads, and the resulting premium or discount, on iShares may widen. However,
given that Baskets of iShares can be created and redeemed in exchange for the
underlying amount of gold, the sponsor believes that the arbitrage
opportunities may provide a mechanism to mitigate the effect of such premium or
discount.


Valuation of Gold; Computation of Net Asset Value


   On each business day, as soon as practicable after 4:00 p.m. (New York
time), the trustee evaluates the gold held by the trust and determines the net
asset value of the trust. For purposes of making these calculations, a business
day means any day other than a day when the AMEX is closed for regular trading.



   The trustee values the trust's gold on the basis of that day's announced
COMEX settlement price for the spot month gold futures contract. At any point
in time, the spot month contract is the futures contract then closest to
maturity. If there is no announced COMEX settlement price for spot month gold
futures on a business day, the trustee is authorized to use the most recently
announced COMEX settlement price for spot month gold futures contracts unless
the trustee, in consultation with the sponsor, determines that such price is
inappropriate as a basis for evaluation.


   The COMEX daily settlement price for each gold futures contract is
established by a subcommittee of COMEX members shortly after the close of
trading in New York. The daily settlement price for each contract (delivery
month) is derived from the daily settlement price for the most active futures
contract month, which is not necessarily the spot month. That settlement price
for the most active futures contract month is the average, rounded off to the
nearest multiple of ten cents, of the highest and lowest price of the trades
for that contract month reported during the last one minute of trading prior to
the close of the market.

   For all other gold futures contract months, which may include the spot
month, the settlement prices are determined by COMEX based upon the
differentials reflected in spread trades between adjacent months, such
differentials being directly or indirectly related to the most active month.
These differentials are determined by the average of the highest and lowest
spread trades (trades based upon the differential between the price for two
contract months) reported during the last fifteen minutes of trading prior to
the close of the market. In the case that there were no such spread trades, the
average of the bids and offers for spread transactions during that last
fifteen-minute period are used. In the case that there were no such bids and
offers during that time, the contracts are settled at prices consistent with
the differentials for other contract months that were settled by the first or
second method. If the third method is used, the subcommittee of the COMEX
members establishing those settlement prices provides a record of the
differentials from other contract months which formed the basis for those
settlements.

   If the COMEX establishes, with the approval of, or after regulatory
notification to, the CFTC, rules for regularly determining a gold price that is
different from that described above, the trustee, in consultation with the
sponsor, may decide to evaluate the gold held by the trust using such other
COMEX gold price, and the new price will become effective 60 days after notice
of the trustee's decision is sent to the holders of iShares.


   Once the value of the gold has been determined, the trustee subtracts all
accrued fees (other than the fees to be 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 and all other assets of the trust. The resulting figure
is the adjusted net asset value of the trust, which 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 net asset value of the trust, the trustee subtracts from
the adjusted net asset value of the trust the amount of accrued fees computed
from the value of the trust's assets. The trustee also determines the NAV by
dividing the net asset value of the trust by the number of the iShares
outstanding at the time the computation is made.


                                      21

<PAGE>

Trust Expenses

   The trust's only ordinary recurring expense is expected to be the sponsor's
fee. In exchange for the sponsor's fee the sponsor has agreed to assume the
following administrative and marketing expenses incurred by the trust: the
trustee's monthly fee, the custodian's fee, AMEX listing fees, SEC registration
fees, printing and mailing costs, audit fees and expenses and up to $100,000
per annum in legal fees and expenses. The sponsor will also pay the costs of
the trust's organization and the initial sale of the iShares, including the
applicable SEC registration fees.


   The sponsor's fee is accrued daily at an annualized rate equal to 0.40% of
the adjusted net asset value of the trust and is payable monthly in arrears.
The trustee will, 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 the sponsor's fee and of trust
expenses or liabilities not assumed by the sponsor. The trustee is authorized
to sell gold at such times and in the smallest amounts required to permit such
payments as they become due, it being the intention to avoid or minimize the
trust's holdings of assets other than gold. Accordingly, 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. The custodian has agreed to purchase
from the trust, at the request of the trustee, gold needed to cover trust
expenses at a price equal to the price used by the trustee to determine the
value of the gold held by the trust on the date of the sale.


   Cash held by the trustee pending payment of the trust's expenses will not
bear any interest. Each sale of gold by the trust will be a taxable event to
Shareholders. See "United States Federal Tax Consequences--Taxation of U.S.
Shareholders."

Impact of Trust Expenses on the Trust's Net Asset Value


   The trust sells gold to raise the funds needed for the payment of the
sponsor's fee and all trust expenses or liabilities not assumed by the sponsor.
See "The Sponsor--The Sponsor's Fee". The purchase price received as
consideration for such sales is the trust's sole source of funds to cover its
liabilities. The trust does not engage in any activity designed to derive a
profit from changes in the price of gold. Gold not needed to redeem Baskets of
iShares, or to cover the sponsor's fee and trust expenses or liabilities not
assumed by the trustee, will be held in physical form by the custodian (except
for residual amounts not exceeding 430 ounces which will be held in unallocated
form by the custodian on behalf of the trust). As a result of the recurring
sales of gold necessary to pay the sponsor's fee and the trust expenses or
liabilities not assumed by the sponsor, the net asset value of the trust and,
correspondingly, the fractional amount of gold represented by each iShare will
decrease over the life of the trust. New deposits of gold, received in exchange
for additional new Baskets issued by the trust, do not reverse this trend.


                                      22

<PAGE>

   The following table, prepared by the sponsor, illustrates the anticipated
impact of the sales of gold discussed above on the fractional amount of gold
represented by each outstanding iShare. It assumes that the only sales of gold
will be those needed to pay the sponsor's fee and that the price of gold and
the number of iShares remain constant during the three-year period covered. The
table does not show the impact of any extraordinary expenses the trust may
incur. Any such extraordinary expenses, if and when incurred, will accelerate
the decrease in the fractional amount of gold represented by each iShare.

<TABLE>
<S>                                                   <C>         <C>         <C>
Calculation of NAV:
                                                                     Year
                                                      ----------------------------------
                                                           1           2           3
                                                      ----------  ----------  ----------
Hypothetical gold price per ounce.................... $   400.00  $   400.00  $   400.00
Sponsor's fee........................................       0.40%       0.40%       0.40%
Shares of trust, beginning...........................    100,000     100,000     100,000
Ounces of gold in trust, beginning...................  10,000.00    9,960.00    9,920.00
Beginning adjusted net asset value of the trust...... $4,000,000  $3,984,000  $3,968,000
Ounces of gold to be sold to cover the sponsor's fee*      40.00       39.84       39.68
Ounces of gold in trust, ending......................   9,960.00    9,920.00    9,880.00
Ending adjusted net asset value of the trust......... $3,984,000  $3,968,000  $3,952,000
Ending NAV........................................... $    39.84  $    39.68  $    39.52
</TABLE>


*  Sales occur daily, but the sponsor's fee is payable monthly in arrears.


                                      23

<PAGE>

              DESCRIPTION OF THE iSHARES AND THE TRUST AGREEMENT


   The trust was formed on January 21, 2005 when the sponsor and The Bank of
New York signed the Trust Agreement and the Initial Purchaser made the initial
deposit for the issuance of three Baskets. The purpose of the trust is to own
gold transferred to the trust in exchange for iShares issued by the trust. The
trust is governed by the Trust Agreement among the sponsor, the trustee, the
registered holders and beneficial owners of iShares and all persons that
deposit gold for the purpose of creating iShares. The Trust Agreement sets out
the rights of depositors of gold and registered holders of iShares and the
rights and obligations of the sponsor and the trustee. New York law governs the
Trust Agreement, the trust and the iShares. The following is a summary of
material provisions of the Trust Agreement. It is qualified by reference to the
entire Trust Agreement, which is filed as an exhibit to the registration
statement of which the prospectus is a part.



   Each iShare represents a fractional undivided beneficial interest in the net
assets of the trust. The assets of the trust consist primarily of gold held by
the custodian on behalf of the trust. However, the trust is expected to make
daily sales of gold to pay the sponsor's fee and to cover expenses and
liabilities not assumed by the sponsor. Such sales result in the trust holding
cash for brief periods of time. In addition, there may be other situations
where the trust may hold cash. For example, a claim may arise against the
custodian, an Authorized Participant, or any other third party, which is
settled in cash. In those situations where the trust unexpectedly receives cash
or any other assets, the Trust Agreement provides that no deposits of gold will
be accepted (i.e., there will be no issuance of new iShares) until after the
record date for the distribution of such cash or other property has passed. The
trust issues iShares only in Baskets of 50,000 or integral multiples thereof.
Baskets of iShares may be redeemed by the trust in exchange for the amount of
gold represented by the aggregate number of iShares redeemed. The trust is not
a registered investment company under the Investment Company Act of 1940 and is
not required to register under such act.


Deposit of Gold; Issuance of Baskets of iShares


   The trust expects to create and redeem iShares on a continuous basis but
only in Baskets of 50,000 iShares. Upon the deposit of the corresponding amount
of gold with the custodian, and the payment of the trustee's applicable fee and
of any expenses, taxes or charges (such as stamp taxes or stock transfer taxes
or fees), the trustee will deliver the appropriate number of Baskets to the DTC
account of the depositing Authorized Participant. Only Authorized Participants
can deposit gold and receive Baskets of iShares in exchange. As of the date of
this prospectus, Barclays Capital Inc., Goldman Sachs & Co., Goldman Sachs
Execution & Clearing L.P. and Merrill Lynch Professional Clearing Corp. are the
only Authorized Participants. The sponsor and the trustee will maintain a
current list of Authorized Participants. Gold deposited with the custodian must
either (a) meet the requirements to be delivered in settlement of a COMEX gold
futures contract pursuant to rules adopted by COMEX, or (b) meet the London
Good Delivery Standards.


   Before making a deposit, the Authorized Participant must deliver to the
trustee a written purchase order indicating the number of Baskets it intends to
acquire and the location or locations where it expects to make the
corresponding deposit of gold with the custodian. The trustee will acknowledge
the purchase order unless it or the sponsor decides to refuse the deposit as
described below under "Requirements for Trustee Actions." The date the trustee
receives that order will determine the Basket Gold Amount the Authorized
Participant needs to deposit. However, orders received by the trustee after
4:00p.m. (New York time) on a business day will be treated as received on the
next following business day. The trustee has entered into an agreement with the
custodian which contains arrangements so that gold can be delivered to the
custodian in the vicinity of New York, Toronto, Canada, Montreal, Canada,
London, England, or at other locations that may be authorized in the future.

   If the trustee accepts the purchase order, it will transmit to the
Authorized Participant, via facsimile or electronic mail message, no later than
5:00 p.m. (New York time) on the date such purchase order is received, or
deemed received, a copy of the purchase order endorsed "Accepted" by the
trustee and indicating the Basket Gold Amount that the Authorized Participant
must deliver to the custodian in exchange for each Basket. Prior to

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<PAGE>

the trustee's acceptance as specified above, a purchase order will only
represent the Authorized Participant's unilateral offer to deposit gold in
exchange for Baskets of iShares and will have no binding effect upon the trust,
the trustee, the custodian or any other party.


   The Basket Gold Amount necessary for the creation of a Basket changes from
day to day. The initial Basket Gold Amount is 5,000 fine ounces of gold. On
each day that the AMEX is open for regular trading, the trustee will adjust the
quantity of gold constituting the Basket Gold Amount as appropriate to reflect
sales of gold, any loss of gold that may occur, and accrued expenses. The
computation will be made by the trustee as promptly as practicable after 4:00
p.m. (New York time). See "Business of the Trust--Valuation of Gold;
Computation of Net Asset Value" for a description of how the COMEX determines
settlement prices, including the settlement price for the spot month gold
futures contract and how the trustee determines the NAV. The trustee will
determine the Basket Gold Amount for a given business day by multiplying the
NAV by the number of iShares in each Basket (50,0000) and dividing the
resulting product by that day's COMEX settlement price for the spot month gold
futures contract. Fractions of a fine ounce of gold smaller than 0.001 fine
ounce will be disregarded for purposes of the computation of the Basket Gold
Amount. The Basket Gold Amount so determined will be communicated via facsimile
or electronic mail message to all Authorized Participants, and will be
available in the sponsor's website for the iShares. It is expected that the
AMEX will also publicize the Basket Gold Amount determined by the trustee as
indicated above.


   Because the sponsor has assumed what are expected to be most of the trust's
expenses, and the sponsor's fee accrues daily at the same rate (i.e.,  1/365th
of the net asset value of the trust multiplied by 0.40%), in the absence of any
extraordinary expenses or liabilities the amount of gold by which the Basket
Gold Amount will decrease each day will be predictable. The trustee intends to
make available on each business day through the same channels used to
disseminate the actual Basket Gold Amount determined by the trustee as
indicated above an indicative Basket Gold Amount for the next business day.
Authorized Participants may use that indicative Basket Gold Amount as guidance
regarding the amount of gold that they may expect to have to deposit with the
custodian in respect of purchase orders placed by them on such next business
day and accepted by the trustee. The agreement entered with each Authorized
Participant provides, however, that once a purchase order has been accepted by
the trustee, the Authorized Participant will be required to deposit with the
custodian the Basket Gold Amount determined by the trustee on the effective
date of the purchase order.

   No iShares will be issued unless and until the custodian has informed the
trustee that it has allocated to the trust's account (except that any amounts
of less than 430 ounces may be held in the trust account on an unallocated
basis) the corresponding amount of gold. In accordance with the procedures that
the custodian has agreed to follow in connection with the creation of iShares,
gold received by the custodian no later than 11:30 a.m. (local time at the
place of delivery) will be allocated to the trust's account no later than 9:00
a.m. (New York time) on


      (a) on the same day, if it is delivered to the custodian's account at The
   Bank of England;



      (b) the second business day thereafter, if it does not exceed


          (i) 500,000 fine ounces, in the case of gold that, prior to the
       transaction, was already in the possession of the custodian (e.g. if the
       custodian held it for the account of the Authorized Participant party to
       the transaction), or

          (ii) 50,000 fine ounces, in the case of gold which, prior to the
       transaction, was not in the possession of the custodian (i.e., gold that
       is first delivered in physical form to the custodian in connection with
       the transaction); or


      (c) the fourth business day thereafter, in the case of more than 50,000
   fine ounces but less than 100,000 fine ounces of gold that, prior to the
   transaction, was not in the possession of the custodian.


In all other cases, the custodian will allocate gold to the trust's account as
soon as practicable after its receipt at the custodian's facilities.

                                      25

<PAGE>

Redemption of Baskets of iShares; Withdrawal of Gold

   Authorized Participants, acting on authority of the registered holder of
iShares, may surrender Baskets of iShares in exchange for the corresponding
Basket Gold Amount announced by the trustee. Upon the surrender of such iShares
and the payment of the trustee's applicable fee and of any expenses, taxes or
charges (such as stamp taxes or stock transfer taxes or fees), the trustee will
deliver to the order of the redeeming Authorized Participant the amount of gold
corresponding to the redeemed Baskets. iShares can only be surrendered for
redemption in Baskets of 50,000 iShares each.

   Before surrendering Baskets of iShares for redemption, an Authorized
Participant must deliver to the trustee a written request indicating the number
of Baskets it intends to redeem and the location where it would like to take
delivery of the gold represented by such Baskets. The trustee will acknowledge
the order unless it or the sponsor decides to refuse the surrender as described
below under "Requirements for Trustee Actions." The date the trustee receives
that order will determine the Basket Gold Amount to be received in exchange.
However, orders received by the trustee after 4:00 p.m. (New York time) on a
business day will be treated as received on the next following business day.

   The custodian will make the gold available for collection at its office or
at the office of a sub-custodian if the gold is being held by a sub-custodian.
Gold will be delivered at the locations designated by the trustee, in
consultation with the custodian. Redeeming Authorized Participants will be
entitled to express a preference as to where they would like to have gold
delivered, but will have no right to receive delivery at a specified location.

   Unless otherwise agreed to by the Custodian, gold will be delivered to the
redeeming Authorized Participants in the form of physical bars only (except
that any amount of less than 430 ounces may be transferred to an unallocated
account of or as ordered by, the redeeming Authorized Participant).


   Redemptions may be suspended only (i) during any period in which regular
trading on the AMEX or the COMEX is suspended or restricted or one or both
exchanges are closed (other than scheduled holiday or weekend closings), or
(ii) during an emergency as a result of which delivery, disposal or evaluation
of gold is not reasonably practicable.


Certificates Evidencing the iShares

   The iShares will be evidenced by certificates executed and delivered by the
trustee on behalf of the trust. The sponsor expects that DTC will accept the
iShares for settlement through its book-entry settlement system. So long as the
iShares are eligible for DTC settlement, there will be only one certificate
evidencing shares that will be registered in the name of a nominee of DTC.
Investors will be able to own iShares only in the form of book-entry security
entitlements with DTC or direct or indirect participants in DTC. No investor
will be entitled to receive a separate certificate evidencing iShares. Because
iShares can only be held in the form of book-entries through DTC and its
participants, investors must rely on DTC, a DTC participant and any other
financial intermediary through which they hold iShares to receive the benefits
and exercise the rights described in this section. Investors should consult
with their broker or financial institution to find out about the procedures and
requirements for securities held in DTC book-entry form.

Cash and Other Distributions

   If the sponsor and trustee determine that there is more cash being held in
the trust than is needed to pay the trust's expenses for the next month, the
trustee will distribute the extra cash to DTC.

   If the trust receives any property other than gold or cash, the trustee will
distribute that property to DTC by any means it thinks is lawful, equitable and
feasible. If it cannot make the distribution in that way, the trustee will sell
the property and distribute the net proceeds, in the same way as it does with
cash.

                                      26

<PAGE>

   Registered holders of iShares will receive these distributions in proportion
to the number of iShares owned. Before making a distribution, the trustee will
deduct any applicable withholding taxes and any fees and expenses of the trust
that have not been paid. It will distribute only whole United States dollars
and cents and will round fractional cents to the nearest whole cent. The
trustee is not responsible if it decides that it is unlawful or impractical to
make a distribution available to registered holders.

Voting Rights

   iShares do not have any voting rights. However, registered holders of at
least 25% of the iShares have the right to require the trustee to cure any
material breach by it of the Trust Agreement, and registered holders of at
least 75% of the iShares have the right to require the trustee to terminate the
Trust Agreement as described below.

Fees and Expenses of the Trustee

  .   Each deposit of gold for the creation of Baskets of iShares and each
      surrender of Baskets of iShares for the purpose of withdrawing trust
      property (including if the Trust Agreement terminates) must be
      accompanied by a payment to the trustee of a fee of $2,000.

  .   The trustee will be entitled to reimburse itself from the assets of the
      trust for all expenses and disbursements incurred by it for extraordinary
      services it may provide to the trust or in connection with any
      discretionary action the trustee may take to protect the trust or the
      interests of the holders.

Trust Expenses and Gold Sales

   In addition to the fee payable to the sponsor (See "The Sponsor--The
Sponsor's Fee"), the trustee will pay the following expenses out of the assets
of the trust:

  .   any expenses or liabilities of the trust that are not assumed by the
      sponsor;

  .   any taxes and other governmental charges that may fall on the trust or
      its property;

  .   expenses and costs of any action taken by the trustee or the sponsor to
      protect the trust and the rights and interests of holders of iShares; and

  .   any indemnification of the sponsor as described below.

The trustee will sell the trust's gold from time to time as necessary to permit
payment of the fees and expenses that the trust is required to pay. See
"Business of the Trust--Trust Expenses."

   The trustee is not responsible for any depreciation or loss incurred by
reason of sales of gold made in compliance with the Trust Agreement.

Payment of Taxes

   The trustee may deduct the amount of any taxes owed from any distributions
it makes. It may also sell trust assets, by public or private sale, to pay any
taxes owed. Registered holders of iShares will remain liable if the proceeds of
the sale are not enough to pay the taxes.

Evaluation of Gold and the Trust Assets

   See "Business of the Trust--Valuation of Gold; Computation of Net Asset
Value".

                                      27

<PAGE>

Amendment and Termination

   The sponsor and the trustee may agree to amend the Trust Agreement without
the consent of the holders of iShares. If an amendment imposes or increases
fees or charges, except for taxes and other governmental charges, or prejudices
a substantial right of holders of iShares, it will not become effective for
outstanding iShares until 30 days after the trustee notifies DTC of the
amendment. At the time an amendment becomes effective, by continuing to hold
iShares, investors are deemed to agree to the amendment and to be bound by the
Trust Agreement as amended.

   The trustee will terminate the Trust Agreement if:

  .   the trustee is notified that the iShares are delisted from the AMEX and
      are not approved for listing on another national securities exchange
      within five business days of their delisting;

  .   holders of at least 75% of the outstanding iShares notify the trustee
      that they elect to terminate the trust;

  .   60 days have elapsed since the trustee notified the sponsor of the
      trustee's election to resign and a successor trustee has not been
      appointed and accepted its appointment;

  .   the SEC determines that the trust is an investment company under the
      Investment Company Act of 1940, as amended, and the trustee has actual
      knowledge of that determination;

  .   the aggregate market capitalization of the trust, based on the closing
      price for the iShares, was less than $350 million on each of five
      consecutive trading days and the trustee receives, within six months from
      the last of those trading days, notice that the sponsor has decided to
      terminate the trust;

  .   the CFTC determines that the trust is a commodity pool under the
      Commodity Exchange Act and the trustee has actual knowledge of that
      determination; or

  .   the trust fails to qualify for treatment, or ceases to be treated, as a
      grantor trust for United States federal income tax purposes and the
      trustee receives notice that the sponsor has determined that the
      termination of the trust is advisable.


If not terminated earlier by the trustee, the trust will terminate on January
19, 2045. The trustee will notify DTC at least 30 days before the date for
termination of the Trust Agreement. After termination, the trustee and its
agents will do the following under the Trust Agreement but nothing else: (1)
collect distributions pertaining to trust property, (2) pay the trust's
expenses and sell gold as necessary to meet those expenses and (3) deliver
trust property upon surrender and cancellation of iShares. Ninety days or more
after termination, the trustee may sell any remaining trust property by public
or private sale. After that, the trustee will hold the money it received on the
sale, as well as any other cash it is holding under the Trust Agreement for the
pro rata benefit of the registered holders that have not surrendered their
iShares. It will not invest the money and has no liability for interest. The
trustee's only obligations will be to account for the money and other cash,
after deduction of applicable fees, trust expenses and taxes and governmental
charges.


Limitations on Obligations and Liability

   The Trust Agreement expressly limits the obligations of the sponsor and the
trustee. It also limits the liability of the sponsor and the trustee. The
sponsor and the trustee:

  .   are only obligated to take the actions specifically set forth in the
      Trust Agreement without negligence or bad faith;

  .   are not liable if either of them is prevented or delayed by law or
      circumstances beyond their control from performing their obligations
      under the Trust Agreement;

  .   are not liable if they exercise discretion permitted under the Trust
      Agreement;

                                      28

<PAGE>

  .   have no obligation to prosecute a lawsuit or other proceeding related to
      the iShares or the Trust Agreement on behalf of the holders of iShares or
      on behalf of any other person;

  .   may rely upon any documents they believe in good faith to be genuine and
      to have been signed or presented by the proper party.

In addition, the sponsor will be indemnified by the trust for any liability or
expense it incurs without negligence, bad faith or willful misconduct on its
part.

Requirements for Trustee Actions


   Before the trustee delivers or registers a transfer of iShares, makes a
distribution on iShares, or permits withdrawal of trust property, the trustee
may require:


  .   payment of stock transfer or other taxes or other governmental charges
      and transfer or registration fees charged by third parties for the
      transfer of any iShares or trust property;

  .   satisfactory proof of the identity and genuineness of any signature or
      other information it deems necessary; and

  .   compliance with regulations it may establish, from time to time,
      consistent with the Trust Agreement, including presentation of transfer
      documents.


The trustee may suspend the delivery or registration of transfers of iShares,
or may refuse a particular deposit or transfer at any time when the transfer
books of the trustee are closed or if the trustee or the sponsor thinks it
necessary or advisable for any reason. Redemptions may be suspended only (i)
during any period in which regular trading on the AMEX or the COMEX is
suspended or restricted or one or both exchanges are closed (other than
scheduled holiday or weekend closings), or (ii) during an emergency as a result
of which delivery, disposal or evaluation of gold is not reasonably practicable.


                                      29

<PAGE>

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

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

   Individual certificates will not be issued for the iShares. Instead, a
global certificate will be signed by the trustee on behalf of the trust,
registered in the name of Cede & Co., as nominee for DTC, and deposited with
the trustee on behalf of DTC. The global certificate will represent all of the
iShares outstanding at any time.

   Upon the settlement date of any creation, transfer or redemption of iShares,
DTC will credit or debit, on its book-entry registration and transfer system,
the amount of the iShares 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 iShares.

   Beneficial ownership of the iShares will be limited to DTC Participants,
Indirect Participants and persons holding interests through DTC Participants
and Indirect Participants. Owners of beneficial interests in the iShares 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 iShares.

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

   DTC may decide to discontinue providing its service for the iShares 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, deliver
separate certificates for iShares to the DTC Participants having iShares
credited to their accounts.

   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.

   The Trust Agreement provides that, as long as the iShares are represented by
a global certificate registered in the name of DTC or its nominee, as described
above, the trustee will be entitled to treat DTC as the holder of the iShares.

                                      30

<PAGE>

                                  THE SPONSOR

   The sponsor is a national banking association chartered in the United States
and a wholly-owned subsidiary of Barclays Bank PLC. The sponsor operates as a
limited purpose trust company. Its primary regulator is the Office of the
Comptroller of the Currency, the agency of the U.S. Treasury Department that
regulates United States national banks. The sponsor's principal office is
located at 45 Fremont Street, San Francisco, CA 94105.

The Sponsor's Role

   The sponsor will arrange for the creation of the trust, the registration of
the iShares for their public offering in the United States and the listing of
the iShares on the AMEX. The sponsor has agreed to assume the following
administrative and marketing expenses incurred by the trust: the trustee's
monthly fee, the custodian's fee, AMEX listing fees, SEC registration fees,
printing and mailing costs, audit fees and expenses and up to $100,000 per
annum in legal fees and expenses. The sponsor will also pay the costs of the
trust's organization and the initial sale of the iShares, including the
applicable SEC registration fees.

   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 trustee
if the trustee ceases to meet certain objective requirements (including the
requirement that it have capital, surplus and undivided profits of at least
$150 million) or if, having received written notice of a material breach of its
obligations under the Trust Agreement, the trustee has not cured the breach
within thirty days. The sponsor also has the right to replace the trustee
during the ninety days following any merger, consolidation or conversion in
which the trustee is not the surviving entity or, in its discretion, on the
fifth anniversary of the creation of the trust or on any subsequent third
anniversary thereafter. The sponsor also has the right to approve any new or
additional custodian that the trustee may wish to appoint.

The Sponsor's Fee


   The sponsor's fee accrues daily at an annualized rate equal to 0.40% of the
adjusted net asset value of the trust and is payable monthly in arrears.


                                      31

<PAGE>

                                  THE TRUSTEE

   The Bank of New York, a banking corporation organized under the laws of the
State of New York with trust powers, will serve as the trustee. The Bank of New
York has a trust office at 101 Barclay Street, Floor 6E, New York, New York
10286. The Bank of New York 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 an
Authorized Participant Agreement may be obtained from The Bank of New York by
calling the following number: (212) 815-6250. A copy of the Trust Agreement is
available for inspection at The Bank of New York's trust office identified
above. The Bank of New York had at least $150 million in capital and retained
earnings as of December 31, 2003.

The Trustee's Role

   The trustee is responsible for the day-to-day administration of the trust.
This includes (1) processing orders for the creation and redemption of Baskets;
(2) coordinating with the custodian the receipt and delivery of gold
transferred to, or by, the trust in connection with each issuance and
redemption of Baskets; (3) calculating the net asset value and the adjusted net
asset value of the trust on each business day; and (4) selling the trust's gold
as needed to cover the trust's expenses. In addition, the trustee will prepare
the financial statements of the trust.


   The trustee's monthly fees are paid by the sponsor.


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

                                 THE CUSTODIAN

   The Bank of Nova Scotia, a bank organized under the laws of Canada, will
serve as the custodian of the trust's gold.

The Custodian's Role

   The custodian is responsible for safekeeping the gold deposited into the
trust in connection with the creation of Baskets. The custodian is appointed by
the trustee and is responsible to the trustee only. The custodian has no
obligation to accept any additional delivery on behalf of the trust if, after
giving effect to such delivery, the total value of the trust's gold held by the
custodian exceeds $2 billion. If this limit is exceeded, the sponsor
anticipates that the trustee, with the consent of the sponsor, would retain an
additional custodian. While the sponsor will seek any agreement with an
additional custodian to be at least as protective of the interests of the trust
as the current agreement with The Bank of Nova Scotia is, the actual terms and
conditions of such agreement will only be negotiated at the time such
additional custodian becomes necessary. The identity of such additional
custodian, as well as market conditions prevailing at the time, may, among
other factors, result in the need to hire an additional custodian under terms
and conditions significantly different from those in the agreement with The
Bank of Nova Scotia. For example, the duration of the agreement with the
additional custodian, its fees, the maximum amount of gold that the additional
custodian will hold on behalf of the trust, the scope of the additional
custodian's liability (including with respect to gold held by subcustodians)
and the additional custodian's standard of care may not be exactly the same as
in the agreement with The Bank of Nova Scotia.

   The custodian is responsible for conducting certain limited inspections of
the gold delivered by an Authorized Participant and exercising a level of care
similar to that used for its own account. However, the custodian is not
responsible for conducting any chemical or other tests designed to verify that
such gold meets the purity requirements referred to in the Trust Agreement.


   The custodian's fees are paid by the sponsor.


                                      32

<PAGE>

   The custodian has agreed to purchase from the trust, at the request of the
trustee, gold needed to cover trust expenses at a price equal to the price used
by the trustee to determine the value of the gold held by the trust on the date
of the sale.

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

Custody of the Trust's Gold

   The following is a description of the material provisions of the custodian
agreement between the trustee and The Bank of Nova Scotia as the custodian
under which the custodian will hold the gold that belongs to the trust. For
additional information, see the form of custodian agreement that is filed as an
exhibit to the registration statement of which this prospectus is a part. The
custodian's office is located at One Liberty Plaza, New York, New York 10006.
New York law governs the custodian agreement.

   The custodian will receive and hold gold that is deposited for the account
of the trust. The custodian will release gold from the trust's account when
instructed in writing by the trustee, and not otherwise.

   The custodian may keep the trust's gold at locations in the vicinity of New
York, Toronto, Canada, Montreal, Canada, London, England, or with the consent
of the trustee and the sponsor, in other places. The custodian may, at its own
expense and risk, use subcustodians to discharge its obligations to the trust
under the custodian agreement. The custodian has agreed that, other than The
Bank of England, it will only retain subcustodians if they agree to grant to
the trustee and the independent accountants of the trust access to records and
inspection rights similar to those granted by The Bank of Nova Scotia in its
agreement with the trustee. The custodian will remain responsible to the
trustee for any gold held by any subcustodian appointed by the custodian to the
same extent as if such gold were held by the custodian itself.

   When instructed by the trustee, the custodian will make gold from the
trust's account available for collection at its office or at the office of a
subcustodian where the gold is being held or will deliver up to 430 ounces of
gold on an unallocated basis to any account maintained with it or, if the
custodian considers it lawful and practical, to an account maintained with any
other custodial institution. As a result, in connection with redemptions of
shares, gold may be received on an unallocated basis in an account maintained
anywhere (if the custodian considers it lawful and practical to do so), or gold
may be collected at any of the physical locations where the custodian is
holding the trust's gold in the vicinity of New York, Toronto, Montreal or
London, to the extent the gold is available in any particular location.

   The custodian will be liable and must indemnify the trustee for any loss or
liability relating to any act or omission of the custodian, including any
failure of the custodian to act in accordance with the trustee's instructions
or any physical loss, destruction or damage to the gold held for the trust's
account, except for losses due to nuclear accidents, terrorism, riots, acts of
God, insurrections, strikes and similar causes beyond the control of the
custodian for which the custodian will not be responsible to the trust. The
custodian will be responsible for the trust's gold held at subcustodians to the
same extent as if that gold were in the custodian's own vault.

   The custodian may hold gold for the account of the trust on an unallocated
basis. However, the custodian must take reasonable action to minimize the
amount of bullion in the trust's account that is on an unallocated basis, and
the custodian must allocate gold bars to the account of the trust so that no
more than 430 ounces of gold are held for the trust's account on an unallocated
basis at the end of each business day of the custodian.

   The custodian must maintain at least the minimum amount of capital required
to be an approved gold depository for the purposes of delivery with respect of
gold futures traded on COMEX and must maintain adequate insurance covering any
loss of property held for the trust. The sponsor expects the custodian's
insurance will generally support the ability of the custodian to meet its
obligations under the custodian agreement, but that insurance does not directly
benefit the trust.

   Either the trustee or the custodian may terminate the custodian agreement on
60 days' prior notice.

                                      33

<PAGE>

                 UNITED STATES FEDERAL INCOME 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 iShares by a U.S. Shareholder (as defined below), and certain
United States federal income consequences that may apply to an investment in
iShares by a Non-U.S. Shareholder (as defined below), represents, insofar as it
describes conclusions as to United States federal income tax law and subject to
the limitations and qualifications described therein, the opinion of Clifford
Chance US LLP, special United States federal income tax counsel to the sponsor.
The discussion below is based on the Code, Treasury Regulations promulgated
thereunder 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 banks, financial institutions, insurance companies, tax-exempt
organizations, broker- dealers, traders, persons holding iShares as a position
in a "hedging," "straddle," "conversion," or "constructive sale" transaction
for United States federal income tax purposes, persons whose "functional
currency" is not the United States dollar, 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
iShares 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 iShares. Purchasers of iShares 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
iShares.

   For purposes of this discussion, a "U.S. Shareholder" is a Shareholder that
is:

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

  .   A corporation or partnership (or entity treated as a corporation or
      partnership for United States federal income tax purposes) created or
      organized in or under the laws of the United States or any political
      subdivision thereof, including the District of Columbia;

  .   An estate, the income of which is includible in gross income for United
      States 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 United
      States persons have the authority to control all substantial decisions of
      the trust, or a trust that has made a valid election under applicable
      Treasury Regulations to be treated as a domestic trust.

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

Taxation of the Trust

   The sponsor and the trustee will treat the trust as a "grantor trust" for
United States federal income tax purposes. In the opinion of Clifford Chance US
LLP, although not free from doubt due to the lack of directly governing
authority, the trust will be classified as a "grantor trust" for United States
federal income tax purposes. As a result, the trust itself will not be subject
to United States 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 IRS on that basis. The
opinion of Clifford Chance US LLP represents only its best legal judgment and
is not binding on the IRS or any court. Accordingly, there can be no assurance
that the IRS will agree with the conclusions of counsel's opinion and it is
possible that the IRS or another tax authority could assert a position contrary
to one or all of those conclusions and that a court could sustain that contrary
position. Neither the sponsor nor the trustee will request a ruling from the
IRS with respect to the classification of the trust for United States federal
income tax purposes. If the IRS were to assert successfully that the trust is
not classified as a "grantor trust," the trust would be classified as a
partnership for United States federal income tax purposes, which may affect
timing and other tax consequences to the Shareholders.

                                      34

<PAGE>

   The following discussion assumes that the trust will be classified as a
"grantor trust" for United States federal income tax purposes.

Taxation of U.S. Shareholders

   Shareholders will be treated, for United States 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 iShares for cash, its initial tax
basis in its pro rata share of the assets held in the trust at the time it
acquires its iShares will be equal to its cost of acquiring the iShares. In the
case of a Shareholder that acquires its iShares as part of a creation of a
Basket, the delivery of gold to the trust in exchange for the underlying gold
represented by the iShares 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, and unless stated otherwise, it is assumed that all of a
Shareholder's iShares are acquired on the same date and at the same price per
iShare. Shareholders that hold multiple lots of iShares, or that are
contemplating acquiring multiple lots of iShares, should consult their own tax
advisers as to the determination of the tax basis and holding period for the
underlying gold related to such iShares.

   When the trust sells gold, for example to pay expenses, a Shareholder 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. The delivery to the trust of gold in specified
denominations (e.g., COMEX gold in denominations of 100 ounces) and the
subsequent delivery by the trust of gold in different denominations (e.g., LBMA
gold in denominations of 400 ounces) will not constitute a taxable event.

   Upon a Shareholder's sale of some or all of its iShares, 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 iShares
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 iShares, 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 iShares sold, as determined in the manner
described in the preceding paragraph.

   A redemption of some or all of a Shareholder's iShares in exchange for the
underlying gold represented by the iShares redeemed generally will not be a
taxable event to the Shareholder. In addition, a Shareholder that acquires its
iShares as part of a creation of a Basket by the delivery to the trust of gold
in specified denominations (e.g., COMEX gold in denominations of 100 ounces),
the subsequent redemption of its iShares for gold delivered by the trust in
different denominations (e.g., LBMA gold in denominations of 400 ounces) will
not constitute a taxable event, provided that amount of gold received upon
redemption contains the equivalent metallic content of the gold delivered upon
creation, less amounts accrued or sold to pay the trust's expenses and other
charges. 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 iShares redeemed. The Shareholder's
holding period with respect to the gold received should include the period
during which the Shareholder held the iShares redeemed. A subsequent sale of
the gold received by the Shareholder will be a taxable event.

                                      35

<PAGE>

   After any sale or redemption of less than all of a Shareholder's iShares,
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,
is treated as the basis of the gold received by the Shareholder in the
redemption.

Maximum 28% Long-Term Capital Gains Tax Rate for U.S. Shareholders Who Are
Individuals

   Under current law, gains recognized by individuals from the sale of
"collectibles," including gold, held for more than one year are taxed at a
maximum rate of 28%, rather than the current 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 U.S. Shareholder
attributable to a sale of iShares held for more than one year, or attributable
to the trust's sale of any gold which the Shareholder is treated (through its
ownership of iShares) as having held for more than one year, generally will be
taxed at a maximum rate of 28%. The tax rates for capital gains recognized upon
the sale of assets held by an individual U.S. Shareholder for one year or less
or by a taxpayer other than an individual United States 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 iShares 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 iShares will reduce the amount realized by the
Shareholder with respect to the sale.

   Shareholders will be required to recognize the full amount of 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 iShares, 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 iShares might
nevertheless be consistent with preservation of their qualification under Code
section 851.

Investment by Certain Retirement Plans

   The purchase of iShares as an investment for an IRA, or for a
participant-directed account maintained under any plan that is tax-qualified
under section 401(a) of the Code, may be treated as the acquisition of a
"collectible" that 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. Such treatment would apply if an account's purchase of iShares
would be treated, for these purposes, as the acquisition of an interest in the
underlying gold held in the trust, and such bullion (i) is not treated as in
the physical

                                      36

<PAGE>

possession of the IRA trustee, or (ii) is of a fineness less than the minimum
fineness of a "contract market" (as defined in 7 United States Code (S) 7)
required for a regulated futures contract. Persons considering the purchase of
iShares by an IRA, or by a participant-directed account under a Code section
401(a) plan, should consult their own tax advisers as to whether such purchase
will be treated as resulting in a taxable distribution to the IRA owner or plan
participant. See also "ERISA and Related Considerations."

Taxation of Non-U.S. Shareholders

   A Non-U.S. Shareholder generally will not be subject to United States
federal income tax with respect to gain recognized upon the sale or other
disposition of iShares, or upon the sale of gold by the trust, unless (1) the
Non-U.S. 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-U.S. Shareholder of a trade
or business in the United States and certain other conditions are met.

United States Information Reporting and Backup Withholding

   The trustee will file certain information returns with the IRS in connection
with the trust. A U.S. Shareholder may be subject to United States backup
withholding tax in certain circumstances unless it provides its taxpayer
identification number and complies with certain certification procedures.
Non-U.S. Shareholders may have to comply with certification procedures to
establish that they are not a United States 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 United States federal income tax liability and may entitle such a
Shareholder to a refund, provided that the required information is furnished to
the IRS.

Taxation in Jurisdictions Other Than the United States

   Prospective purchasers of iShares 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
iShares 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 iShares, the
Plan fiduciary responsible for making such investment should carefully
consider, taking into account the facts and circumstances of the Plan,

                                      37

<PAGE>

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 iShares will constitute "publicly-held offered
securities" as defined in Department of Labor Regulations (S) 2510.3-101(b)(2).
Accordingly, iShares purchased by a Plan, and not the Plan's interest in the
underlying gold held in the trust represented by the iShares, 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."

                                      38

<PAGE>

                             PLAN OF DISTRIBUTION


   In addition to, and independent of the initial purchase by the Initial
Purchaser (described below), the trust issues iShares in Baskets to Authorized
Participants in exchange for deposits of gold on a continuous basis. Because
new iShares 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, will be occurring. Authorized Participants, other broker-dealers and other
persons are cautioned that some of their activities will result in their being
deemed participants in a distribution in a manner which would render them
statutory underwriters and subject them to the prospectus-delivery and
liability provisions of the Securities Act. For example, an Authorized
Participant, other broker-dealer firm or its client will be deemed a statutory
underwriter if it purchases a Basket from the trust, breaks the Basket down
into the constituent iShares and sells the iShares to its customers; or if it
chooses to couple the creation of a supply of new iShares with an active
selling effort involving solicitation of secondary market demand for the
iShares. A determination of whether a particular market participant 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 would lead to designation as an
underwriter.


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

   Dealers that are not "underwriters" but are participating in a distribution
(as contrasted to ordinary secondary trading transactions), and thus dealing
with iShares 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 iShares in states selected by the sponsor
and that sales be made 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.


   Barclays Capital Inc. is the Initial Purchaser. On January 21, 2005, the
Initial Purchaser agreed to purchase 150,000 iShares which compose the initial
Baskets. As consideration for the initial Baskets, the trust received from the
Initial Purchaser 15,000 ounces of gold. The Initial Purchaser intends to make
a public offering of the initial Baskets at a per iShare offering price that
will vary, depending among other factors, on the price of gold and the trading
price of the iShares on the AMEX at the time of the offer. iShares offered by
the Initial Purchaser at different times may have different offering prices.
The Initial Purchaser will not receive from the trust, the sponsor or any of
their affiliates any fee or other compensation in connection with the sale of
the iShares. With respect to sale of the iShares comprising the initial Baskets
and in the event that the Initial Purchaser or any affiliate acts as Authorized
Participant, it may receive commissions/fees from investors who purchase
iShares.


   The trust will not bear any expenses in connection with the offering or
sales of the initial Baskets of iShares.

   The sponsor has agreed to indemnify the Initial Purchaser against certain
liabilities, including liabilities under the Securities Act of 1933, and to
contribute to payments that the Initial Purchaser may be required to make in
respect thereof.


   Because the NASD views the iShares as interests in a direct participation
program, no NASD-member, or person associated with a member, will participate
in a public offering of iShares except in compliance with Rule 2810 of the NASD
Conduct Rules. Neither the Initial Purchaser nor the Authorized Participants
receive from the trust or the sponsor any compensation in connection with an
offering of the iShares. Accordingly, there is, and will be, no payment of
underwriting compensation in connection with any such offering in excess of 10%
of the gross proceeds of the offering for commissions and 0.5% for due
diligence.


                                      39

<PAGE>

   The Initial Purchaser and the Sponsor, each of whom is a 100% subsidiary of
Barclays Bank PLC, have a working relationship involving the development of
business opportunities within the Barclays Bank PLC group. Affiliates of the
Initial Purchaser may act as dealers with respect to the iShares.

   The Initial Purchaser will not act as an Authorized Participant with respect
to the initial Baskets, and its activities with respect to the initial Baskets
will be distinct from those of an Authorized Participant.

   The Initial Purchaser has represented, warranted and agreed that:

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

  .   the offering and sale of iShares in Japan can only be effected through a
      licensed Commodity Investment Dealer ("shohin toushi hanbai gyosha") or a
      person exempt under the law Concerning Regulations of Commodities
      Investment Business (Commodities Law). The prospectus cannot be
      distributed in Japan other than to a licensed Commodity Investment Dealer
      or a person exempt under the Commodities Law;

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

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


  .   this prospectus has not been registered as a prospectus with the Monetary
      Authority of Singapore under the Securities and Futures Act, Chapter 289
      of Singapore (the "SFA"). Accordingly, this prospectus and any other
      document or material in connection with the offer or sale, or invitation
      for subscription or purchase, of the iShares may not be circulated or
      distributed, nor may the iShares be offered or sold, or be made the
      subject of an invitation for subscription or purchase, whether directly
      or indirectly, to the public or any member of the public in Singapore
      other than (i) to an institutional investor or other person specified in
      Section 274 of the SFA, (ii) to a sophisticated investor, and in
      accordance with the conditions, specified in Section 275 of the SFA or
      (iii) otherwise pursuant to, and in accordance with the conditions of,
      any other applicable provision of the SFA;


  .   it will comply with the Securities Sales Prospectus Act
      (Wertpapier-Verkaufsprospektgesetz, the "WV Act") of the Federal Republic
      of Germany and all other applicable legal and regulatory requirements. In
      particular, the Initial Purchaser represents that it has not engaged and
      agrees that it will not engage in a public offering (offentliches
      Angebot) within the meaning of the WV Act with respect to any iShares
      otherwise than in accordance with the WV Act;

                                      40

<PAGE>

  .   the iShares may not be offered, sold or distributed in Spain save in
      compliance with the requirements of the Spanish Securities Market Law
      (Ley 24/1988, de 28 de julio, del Mercado de Valores), as amended and
      restated, and Royal Decree 291/1992 on Issues and Public Offerings of
      Securities (Real Decreto 291/1992, de 27 de marzo, sobre Emisiones y
      Ofertas Publicas de Venta de Valores), as amended and restated, and other
      applicable Spanish laws and regulations;

  .   the iShares may not be acquired by or offered, directly or indirectly to,
      individuals or entities in the Netherlands and this prospectus may not be
      circulated in the Netherlands as part of initial distribution or at any
      time thereafter, except to individuals or entities whose ordinary
      business or profession is (1) to trade or invest in securities or (2)
      involves the acquisition and disposal of investment objects of the same
      kind as the assets or a substantial part of the assets of the trust, in
      either case within the meaning of Article 1 of the regulation dated
      October 9, 1990 (as amended) issued pursuant to Article 14 of the
      Investment Institutions Supervision Act (Wet Toezicht
      Beleggingsinstellingen) of 27 June 1990;


  .   the offering of the iShares has not been registered pursuant to the
      Italian securities legislation and, accordingly, the Initial Purchaser
      has represented and agreed that it has not offered or sold, and will not
      offer or sell, any iShares in the Republic of Italy in a solicitation to
      the public, and that sales of the iShares in the Republic of Italy shall
      be effected in accordance with all Italian securities, tax and exchange
      control and other applicable laws and regulations. The Initial Purchaser
      has represented and agreed that it will not offer, sell or deliver any
      iShares or distribute copies of this prospectus or any other document
      relating to the iShares in the Republic of Italy except: (1) to
      "Professional Investors", as defined in Article 31.2 of CONSOB Regulation
      No. 11522 of 1 July 1998 as amended ("Regulation No. 11522"), pursuant to
      Article 30.2 and 100 of Legislative Decree No. 58 of 24 February 1998 as
      amended ("Decree No. 58"), or in any other circumstances where an
      expressed exemption to comply with the solicitation restrictions provided
      by Decree No. 58 or CONSOB Regulation No. 11971 of 14 May 1999 as amended
      applies, provided, however, that any such offer, sale or delivery of the
      iShares or distribution of copies of this prospectus or any other
      document relating to the iShares in the Republic of Italy must be: (a)
      made by investment firms, banks or financial intermediaries permitted to
      conduct such activities in the Republic of Italy in accordance with
      Legislative Decree No. 385 of 1 September 1993 as amended ("Decree No.
      385"), Decree No. 58, Regulation No. 11522 and any other applicable laws
      and regulations; and (b) in compliance with any other applicable
      notification requirement or limitation which may be imposed by CONSOB or
      the Bank of Italy; or (2) if Italian residents submit unsolicited offers
      to the Initial Purchaser to purchase the iShares; and


  .   (1) it has not offered or sold and will not offer or sell in Hong Kong,
      by means of any document, any iShares other than to persons whose
      ordinary business is to buy or sell shares or debentures, whether as
      principal or agent, or in circumstances which do not constitute an offer
      to the public within the meaning of the Companies Ordinance (Chapter 32
      of the Laws of Hong Kong) and (2) it has not issued and will not issue
      any advertisement, invitation or document relating to the iShares,
      whether in Hong Kong or elsewhere, which is directed at, or the contents
      of which are likely to be accessed or read by, the public in Hong Kong
      (except if permitted to do so under the securities laws of Hong Kong)
      other than with respect to iShares which are or are intended to be
      disposed of only to persons outside Hong Kong or only to "professional
      investors" within the meaning of the Securities and Futures Ordinance
      (Chapter 571 of the Laws of Hong Kong) and any rules made thereunder.

In addition, this prospectus has not been submitted to the registration
procedures of the French Autorite des Marches Financiers and, accordingly, the
iShares may not be offered or sold to the public in France. Offers and sales of
the iShares in France may be made only to qualified investors (investisseurs
qualifies) in accordance with Article L.411-2 of the French Code monetaire et
financier and decree no. 98-880 dated 1 October 1998 (the "French Code"). This
prospectus or any other offering material relating to the iShares may not be
distributed in France to any person other than a qualified investor, as defined
in the French Code.

   The iShares will be listed on the AMEX under the symbol "IAU".

                                      41

<PAGE>

                                 LEGAL MATTERS

   The validity of the iShares will be passed upon for the sponsor by Clifford
Chance US LLP, New York, New York, who, as special United States tax counsel to
the sponsor, will also render an opinion regarding the material federal income
tax consequences relating to the iShares.

License Agreement

   Without conceding that the operation of the trust or the marketing or
trading in iShares would infringe upon any intellectual property owned by The
Bank of New York, the sponsor has entered into a license agreement with The
Bank of New York under which The Bank of New York grants to the sponsor a
perpetual, world wide, non-exclusive, non-transferable license under The Bank
of New York'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
sponsor.

                                    EXPERTS


   The Statement of Financial Condition of the trust as of January 21, 2005
included in this prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent registered public accounting firm,
given on the authority of said firm 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 iShares, 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.

   The trust is subject to the informational requirements of the Exchange Act
and the sponsor will, 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.

                                      42

<PAGE>


                       REPORT OF INDEPENDENT REGISTERED


                            PUBLIC ACCOUNTING FIRM





To the Sponsor, Trustee and Shareholder of the iShares COMEX Gold Trust:



   In our opinion, the accompanying statement of financial condition presents
fairly, in all material respects, the financial position of iShares COMEX Gold
Trust (the "Trust") at January 21, 2005 in conformity with accounting
principles generally accepted in the United States of America. This financial
statement is the responsibility of the Trust's management; our responsibility
is to express an opinion on this financial statement based on our audit. We
conducted our audit of this financial statement in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of financial condition is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of financial condition,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall statement of financial condition
presentation. We believe that our audit of the statement of financial condition
provides a reasonable basis for our opinion.



PricewaterhouseCoopers LLP


San Francisco, CA


January 24, 2005


                                      F-1

<PAGE>

                           iShares COMEX Gold Trust

                       STATEMENT OF FINANCIAL CONDITION

                            as of January 21, 2005



<TABLE>
<S>                                                                                       <C>
Assets
Current Assets
   Gold bullion (fair value $6,400,500).................................................. $6,400,500
                                                                                          ----------
   Total Assets..........................................................................  6,400,500
                                                                                          ==========
Liabilities and Shareholders' Equity
Current Liabilities
                                                                                          ----------
   Total Liabilities.....................................................................         --
   Commitments and contingent liabilities (Note 1F)......................................         --
                                                                                          ----------
   Redeemable capital shares, no par value, --150,000 authorized, issued and outstanding
     (at redemption value)...............................................................  6,400,500
Retained earnings........................................................................         --
                                                                                          ----------
Total Liabilities and Shareholders' Equity............................................... $6,400,500
                                                                                          ==========
</TABLE>


                                      F-2

<PAGE>

                       NOTES TO THE FINANCIAL STATEMENT

                            as of January 21, 2005


1. Organization and Significant Accounting Policies


   The iShares COMEX Gold Trust (the "Trust") was organized on January 21, 2005
as a New York Trust. The trustee is The Bank of New York (the "Trustee") and is
responsible for the day to day administration of the Trust. The Trust's sponsor
is Barclays Global Investors, N.A. (the "Sponsor"), a national banking
association chartered in the United States and a wholly owned subsidiary of
Barclays Bank PLC.


   The objective of the Trust is for the value of the iShares to reflect, at
any given time, the price of gold owned by the Trust at that time, less the
Trust's expenses and liabilities. The Trust is designed to provide a vehicle
for investors to own interests in gold bullion.

   The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
policies are in conformity with accounting principles generally accepted in the
United States of America, and the Trust's prospectus. The preparation of
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

A. Gold Bullion

   For financial statement purposes, the gold bullion is valued at the lower of
cost or market, using the average cost method. Gain or loss on sales of gold
bullion is calculated on a trade date basis. Fair value of the gold bullion is
based on the Comex settlement price for the spot month gold futures contract,
which at any time is the contract then closest to maturity.

   The following table summarizes activity in gold bullion during the period
covered by this financial statement:


<TABLE>
<CAPTION>
                                       Carrying    Market   Realized
                             Ounces     Value      Value    Gain/Loss
                            --------- ---------- ---------- ---------
          <S>               <C>       <C>        <C>        <C>
          Beginning balance        -- $       -- $       --
          Gold contributed. 15,000.00  6,400,500  6,400,500    $--
          Gold distributed.        --         --         --     --
          Gold sold........        --         --         --     --
                            --------- ---------- ----------    ---
          Ending balance... 15,000.00 $6,400,500 $6,400,500    $--
                            ========= ========== ==========    ===
</TABLE>


B. Redeemable Capital Shares




   Shares of the Trust are classified as "redeemable" for financial statement
purposes, since they are subject to redemption as follows. Trust shares are
issued and redeemed continuously in aggregations of 50,000 shares in exchange
for gold bullion rather than cash. Individual investors cannot purchase or
redeem shares in direct transactions with the Trust. The Trust only deals with
registered broker-dealers eligible to settle securities transactions through
the book-entry facilities of the Depository Trust Company and which have
entered into a contractual arrangement with the Trust and the Sponsor
governing, among other matters, the creation and redemption processes (such
broker-dealers the "Authorized Participants"). Holders of shares of the Trust
may redeem their shares at any time acting through an Authorized Participant
and in the prescribed aggregations of 50,000 shares; provided, that redemptions
of shares may be suspended during any period while regular trading on the AMEX
or COMEX is suspended or restricted, or in which an emergency exists as a
result of which delivery, disposal or evaluation of gold is not reasonably
practicable.


                                      F-3

<PAGE>


   The per-share amount of gold exchanged for a purchase or redemption is
calculated daily by the Trustee, using the daily COMEX settlement price for the
spot month futures contract to calculate the gold amount in respect of any
liabilities for which covering gold sales have not yet been made, and
represents the per-share amount of gold held by the Trust, after giving effect
to its liabilities, sales to cover expenses and liabilities and any losses that
may have occurred.


   When gold is exchanged in settlement of a redemption, it is considered a
sale of gold for financial statement purposes.

   Due to the expected continuing sales and redemption of capital stock and the
three day period for share settlement the Trust reflects capital shares sold as
a receivable, rather than as contra equity. Shares redeemed are reflected as a
liability on the trade date. Outstanding Trust shares are reflected at
redemption value, which is the net asset value per share at the period ended
date. Adjustments to redemption value are reflected in retained earnings.

   Net asset value is computed by deducting all accrued fees, expenses and
other liabilities of the Trust, including the Trustee's and Sponsor's fees,
from the fair value of the gold bullion held by the Trust.

   Activity in redeemable capital shares is as follows:


<TABLE>
<CAPTION>
                                                          Shares    Amount
                                                          ------- ----------
   <S>                                                    <C>     <C>
   Balance at the opening of business on January 21, 2005      -- $       --
   Shares redeemed.......................................      --         --
   Shares issued......................................... 150,000  6,400,500
   Adjustment to redemption value........................      --         --
                                                          ------- ----------
   Balance at close of business on January 21, 2005...... 150,000 $6,400,500
                                                          ======= ==========
</TABLE>


C. Federal Income Taxes

   The Trust is treated as a "grantor trust" for federal income tax purposes
and, therefore, no provision for federal income taxes is required. Any
interest, and gains and losses are deemed "passed through" to the holders of
shares of the Trust.

D. Expenses

   The Trust will pay to the Sponsor a Sponsor's fee that will accrue daily at
an annualized rate equal to 0.40% of the adjusted daily net asset value of the
Trust, paid in arrears. The Sponsor has agreed to assume the following
administrative and marketing expenses incurred by the Trust: the Trustee's
monthly fee, the custodian's fee, AMEX listing fees, SEC registration fees,
printing and mailing costs, audit fees and expenses, and up to $100,000 per
annum in legal fees and expenses. The Sponsor has also paid the costs of the
Trust's organization and the initial sales of the iShares, including applicable
SEC registration fees.

E. Related Parties

   The Sponsor and the Trustee are considered to be related parties to the
Trust. The Trustee's fee is paid by the Sponsor and is not a separate expense
of the Trust.


F. Indemnifications



   Under the Trust's organizational documents, the Sponsor is indemnified
against any liability or expense it incurs without negligence, bad faith or
willful misconduct on its part. The Trust's maximum exposure under these
arrangements is unknown as this would involve future claims that may be made
against the Trust that have not yet occurred.


2. Concentration Risk


   Substantially all of the Trust's assets are holdings of gold bullion, which
creates a concentration risk associated with fluctuations in the price of gold.
Accordingly, a decline in the price of gold will have an adverse effect on the
value of the shares of the Trust. Factors that may have the effect of causing a
decline in the price of gold include large sales by the official sector
(governments, central banks and related institutions), an increase in the
hedging activities of gold producers, and changes in the attitude towards gold
of speculators and other market participants.


                                      F-4

<PAGE>

================================================================================


                           iShares COMEX Gold Trust

                              50,000,000 iShares


                                  PROSPECTUS


                               January 25, 2005



   Until February 19, 2005 (25 calendar days after the date of this
prospectus), all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.


================================================================================

<PAGE>

                PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

                               TABLE OF CONTENTS

Item 13. Other Expenses of Issuance and Distribution.

   The trust shall not bear any expenses incurred in connection with the
issuance and distribution of the securities being registered. These expenses
shall be paid by the sponsor.

Item 14. Indemnification of Directors and Officers.

   Section 5.6(b) of the Trust Agreement provides that the trustee shall
indemnify the sponsor, its directors, employees and agents against, and hold
each of them harmless from, any loss, liability, cost, expense or judgment
(including reasonable fees and expenses of counsel) (i) caused by the
negligence or bad faith of the trustee or (ii) arising out of any information
furnished in writing to the sponsor by the trustee expressly for use in the
registration statement, or any amendment thereto, or in a periodic report filed
with the SEC relating to the iShares that is not materially altered by the
sponsor.

   Section 5.6(d) of the Trust Agreement provides that the sponsor and its
shareholders, directors, officers, employees, affiliates (as such term is
defined under the Securities Act of 1933, as amended) and subsidiaries shall be
indemnified from the trust and held harmless against any loss, liability or
expense incurred without their (1) negligence, bad faith, willful misconduct or
willful malfeasance arising out of or in connection with the performance of its
obligations under the Trust Agreement or any actions taken in accordance with
the provisions of the Trust Agreement or (2) reckless disregard of their
obligations and duties under the Trust Agreement.

Item 15. Recent Sales of Unregistered Securities.

   Not applicable.

Item 16. Exhibits and Financial Statement Schedules.

   (a) Exhibits


<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C>         <S>
    1.1     Form of Distribution Agreement

    4.1     Form of Depositary Trust Agreement

    4.2     Form of Authorized Participant Agreement

    5.1     Opinion of Clifford Chance US LLP as to legality

    8.1     Opinion of Clifford Chance US LLP as to tax matters

   10.1     Form of Custodian Agreement*

   10.2     Form of Sublicense Agreement

   23.1     Consent of PricewaterhouseCoopers LLP

   23.2     Consents of Clifford Chance US LLP are included in Exhibits 5.1 and 8.1

   24.1     Powers of attorney are included on the signature page to the registration statement filed with the
            Securities and Exchange Commission on February 6, 2004 and November 12, 2004 (Registration
            Statement No. 333-112589).
</TABLE>

- --------
*  Previously filed.



   (b) Financial Statement Schedules

   Not applicable.

                                     II-1

<PAGE>

Item 17. Undertakings.

   The undersigned Registrant hereby undertakes:

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

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

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

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

      (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-2

<PAGE>

                                  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 the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, California, on January 24, 2005.


                                              Barclays Global Investors, N.A.
                                              sponsor of the iShare COMEX Gold
                                                Trust

                                              By:    /s/  BLAKE R. GROSSMAN
                                                  -----------------------------
                                                        Blake R. Grossman
                                                    Chief Executive Officer -
                                                            President

                                              By:     /s/  FRANCIS S. RYAN
                                                  -----------------------------
                                                         Francis S. Ryan
                                                     Chief Financial Officer

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


          Signature                      Capacity                   Date
          ---------                      --------                   ----

   /s/  BLAKE R. GROSSMAN      Chief Executive Officer,       January 24, 2005
- -----------------------------    Director, President

   /s/  RICHARD T. RICCI**     Chief Operating Officer,       January 24, 2005
- -----------------------------    Director

    /s/  FRANCIS S. RYAN       Director, Chief Financial      January 24, 2005
- -----------------------------    Officer

  /s/  ANDREW G. SKIRTON**     Director                       January 24, 2005
- -----------------------------

 /s/  CHESTER B. FELDBERG**    Director                       January 24, 2005
- -----------------------------

- --------
* The Registrant will be a trust and the persons are signing in their
  capacities as officers or directors of Barclays Global Investors, N.A., the
  sponsor of the Registrant.

**By:   /s/  FRANCIS S. RYAN
      --------------------------
           Francis S. Ryan
          Attorney-in-fact

                                     II-3

<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number  Description
- ------- -----------
<C>     <S>

  1.1   Form of Distribution Agreement

  4.1   Form of Depositary Trust Agreement

  4.2   Form of Authorized Participant Agreement

  5.1   Opinion of Clifford Chance US LLP as to legality

  8.1   Opinion of Clifford Chance US LLP as to tax matters

 10.1   Form of Custodian Agreement*

 10.2   Form of Sublicense Agreement

 23.1   Consent of PricewaterhouseCoopers LLP

 23.2   Consents of Clifford Chance US LLP are included in Exhibits 5.1 and 8.1

 24.1   Powers of attorney are included on the signature page to the registration statement filed with the
        Securities and Exchange Commission on February 6, 2004 and November 12, 2004 (Registration
        Statement No. 333-112589)
</TABLE>

- --------
*  Previously filed.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1.1
<SEQUENCE>2
<FILENAME>dex9911.txt
<DESCRIPTION>FORM OF DISTRIBUTION AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit 1.1



                                 150,000 iShares


                            iSHARES COMEX GOLD TRUST


                             DISTRIBUTION AGREEMENT

                                    [.], 2005

<PAGE>

                             DISTRIBUTION AGREEMENT

                                                                       [ ], 2005

Barclays Capital Inc.
200 Park Avenue
New York, NY 10166

Ladies and Gentlemen:

        Barclays Global Investors, N.A., a national banking association (the
"Sponsor"), has sponsored the formation of a trust, known as "iShares COMEX Gold
Trust" (the "Trust") pursuant to the laws of the State of New York. Subject to
the terms hereof, the Trust has issued to Barclays Capital Inc. ("Barclays
Capital") an aggregate of 150,000 units of fractional undivided beneficial
interest in and ownership of the Trust (each such unit, an "iShare(R)") upon the
deposit by Barclays Capital with The Bank of Nova Scotia, a bank organized under
the laws of Canada, as custodian of the Trust (in such capacity, the
"Custodian"), of an aggregate amount of 15,000 Fine Ounces of gold bullion,
(equal to three baskets as described in the Prospectus, the "Initial Deposit").
The iShares are described in the Prospectus which is referred to below.

        The Sponsor has filed, in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the "Act"), with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (Registration No. 333-112589)
including a prospectus, relating to the iShares. The Sponsor has furnished to
you, for use by Barclays Capital, the form of what is expected to be the final
prospectus (constituting a part of the registration statement, each such
prospectus being herein called a "Prospectus") relating to the iShares. Except
where the context otherwise requires, the registration statement, as amended
when it becomes effective, including all documents filed as a part thereof, and
including any information contained in any prospectus subsequently filed with
the Commission pursuant to Rule 424(b) under the Act and also including any
registration statement filed pursuant to Rule 462(b) under the Act, is herein
called the "Registration Statement". As used herein, "business day" shall mean a
day on which the American Stock Exchange is open for trading. Capitalized terms
not otherwise defined herein shall have the meaning ascribed to them in the
Depositary Trust Agreement (as defined below).

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

        1.      Sale and Purchase. Upon the basis of the representations and
warranties and subject to the terms and conditions herein set forth (including
satisfaction of the conditions set forth in Section 6 hereof), Barclays Capital
is purchasing from the Trust 150,000 iShares (such iShares, collectively, the
"Purchased Shares") in exchange for gold bullion which, in the amount of the
Initial Deposit, has been delivered by Barclays Capital to the Custodian on the
date hereof. The Sponsor and the Trust are advised by Barclays Capital that,
upon satisfaction (or waiver by Barclays Capital) of the conditions set forth in
Section 6 hereof, Barclays Capital intends to make a public offering of its
iShares as soon after the effective date of the Registration Statement, and on
such terms, as in its judgment is advisable.

        2.      Deposit of Gold and Delivery of the Purchased Shares. Pursuant
to the Depositary Trust Agreement of the iShares COMEX Gold Trust between the
Sponsor and the Trustee (the "Depositary Trust Agreement"), dated the date
hereof, Barclays Capital has on the date hereof made delivery of the Initial
Deposit to the Custodian, with irrevocable instructions to transfer such Initial
Deposit to the

<PAGE>

account of the Trust, and the Trust has caused the Purchased Shares to be
delivered to Barclays Capital through the facilities of The Depository Trust
Company ("DTC") for the account of Barclays Capital.

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

                (a)     at the time the conditions set forth in Section 6 hereof
have been waived or satisfied (such time, the "time of closing") (i) the
Registration Statement shall have become effective and no stop order of the
Commission with respect thereto shall have been issued and no proceedings for
such purpose shall have been instituted or, to the Sponsor's knowledge after due
inquiry, will then be contemplated by the Commission; (ii) each Prospectus, at
the time of filing thereof, shall have complied in all material respects with
the requirements of the Act and the last Prospectus distributed in connection
with the offering of the shares shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; (iii) the Registration Statement shall
comply, and shall have complied at the time it became effective, in all material
respects with the requirements of the Act and the Prospectus will comply, as of
its date and at the time of closing, in all material respects with the
requirements of the Act and any statutes, regulations, contracts or other
documents that are required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement have been so
described or filed; (iv) the conditions to the use of Form S-1 have been
satisfied; (v) the Registration Statement shall not contain, and shall have not
contained at the time it became effective, an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that the
Sponsor makes no warranty or representation with respect to any statement
contained in the Registration Statement or the Prospectus in reliance upon and
in conformity with information concerning Barclays Capital and furnished in
writing by or on behalf of Barclays Capital to the Sponsor expressly for use in
the Registration Statement or such Prospectus; and (vi) the Sponsor and the
Trust shall have not distributed and will not distribute any offering material
in connection with the offering or creation of the shares other than the
Registration Statement or the then most recent Prospectus;

                (b)     on the date of the Initial Deposit, the statement of
financial position is as set forth in the section of the Registration Statement
and the Prospectus entitled "Statement of Financial Condition";

                (c)     as of the date hereof, the Trust has been duly formed
and is validly existing as an investment trust under the laws of the State of
New York, as described in the Registration Statement and the Prospectus, and has
all power and authority to issue and deliver the iShares as contemplated herein;

                (d)     the Sponsor is a national banking association chartered
in the United States, with full power and authority to conduct its business as
described in the Registration Statement and the Prospectus;


                (e)     the Sponsor is duly qualified, validly existing and in
good standing under the laws of its jurisdiction of organization and the Trust
is not required to so qualify in any jurisdiction;


                (f)     complete and correct copies of the Depositary Trust
Agreement, and any and all amendments thereto, have been delivered to Barclays
Capital, and no changes thereto have been made subsequent to the date hereof and
prior to the time of closing;

                                        2

<PAGE>

                (g)     the iShares have been duly and validly authorized and,
when issued and delivered against payment therefor as provided herein, will be
duly and validly issued, fully paid and non-assessable and free of statutory and
contractual preemptive rights, rights of first refusal and similar rights;

                (h)     the iShares conform in all material respects to the
description thereof contained in the Registration Statement and the Prospectus
and the holders of the iShares will not be subject to personal liability by
reason of being such holders;

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

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

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

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

                (m)     each of the Sponsor and the Trust has all necessary
licenses, authorizations, consents and approvals and has made all necessary
filings required under any federal, state, local or foreign law, regulation or
rule, and has obtained all necessary authorizations, consents and approvals from
other persons, in order to conduct its respective business; neither the Sponsor
nor the Trust is in violation

                                        3

<PAGE>

of, or in default under, or has received notice of any proceedings relating to
revocation or modification of, any such license, authorization, consent or
approval or any federal, state, local or foreign law, regulation or rule or any
decree, order or judgment applicable to the Sponsor or the Trust;

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

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

                (p)     PricewaterhouseCoopers, whose report on the audited
statement of financial condition of the Trust is filed with the Commission as
part of the Registration Statement and the Prospectus, are independent public
accountants as required by the Act;

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

                (r)     subsequent to the respective dates as of which
information is given in the Registration Statement and the Prospectus, there has
not been any (i) material adverse change, or any development involving a
prospective material adverse change affecting the Sponsor or the Trust, (ii)
transaction which is material to the Sponsor or the Trust taken as a whole,
(iii) obligation, direct or contingent (including any off-balance sheet
obligations), incurred by the Sponsor or the Trust, which is material to the
Trust, (iv) change in the iShares or outstanding indebtedness of the Trust, or
(v) dividend or distribution of any kind declared, paid or made on the iShares;

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

                (t)     except as set forth in the Registration Statement and
the Prospectus, (i) the Sponsor and the Trust own, or have obtained valid and
enforceable licenses for, or other rights to use, the inventions, patent
applications, patents, trademarks (both registered and unregistered),
tradenames, copyrights, trade secrets and other proprietary information
described in the Registration Statement and the Prospectus as being owned or
licensed by them or which are necessary for the conduct of their respective
businesses, (collectively, "Intellectual Property"); (ii) there are no third
parties who have or, to the Sponsor's knowledge after due inquiry, will be able
to establish rights to any Intellectual Property, except for the ownership
rights of the owners of the Intellectual Property which is licensed to the
Sponsor or the Trust; (iii) there is no infringement by third parties of any
Intellectual Property; (iv) there is no pending or threatened action, suit,
proceeding or claim by others challenging the Sponsor's or the Trust's rights in
or

                                        4

<PAGE>

to any Intellectual Property, and the Sponsor and the Trust are unaware of any
facts which could form a reasonable basis for any such claim; (v) there is no
pending or threatened action, suit, proceeding or claim by others challenging
the validity or scope of any Intellectual Property, and the Sponsor and the
Trust are unaware of any facts which could form a reasonable basis for any such
claim; and (vi) there is no pending or threatened action, suit, proceeding or
claim by others that the Sponsor or the Trust infringes or otherwise violates
any patent, trademark, copyright, trade secret or other proprietary rights of
others, and the Sponsor and the Trust are unaware of any facts which could form
a reasonable basis for any such claim.

                (u)     the Trust is not subject to any tax filing or any
payment obligation of any tax or other assessment of a similar nature (whether
imposed directly or through withholding) including any interest, additions to
tax or penalties applicable thereto due or claimed to be due;

                (v)     neither the Sponsor nor the Trust has sent or received
any communication regarding termination of, or intent not to renew, any of the
contracts or agreements referred to or described in, or filed as an exhibit to,
the Registration Statement, and no such termination or non-renewal has been
threatened by the Sponsor or the Trust or, to the Sponsor's or the Trust's
knowledge, any other party to any such contract or agreement;


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


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

                (y)     neither the Sponsor, nor the Trust, nor any of the
Sponsor's directors, members, officers, affiliates or controlling persons has
taken, directly or indirectly, any action designed, or which has constituted or
might reasonably be expected to cause or result in, under the Exchange Act or
otherwise, the stabilization or manipulation of the price of any security or
asset of the Trust to facilitate the sale or resale of the iShares; and

                (z)     to the Sponsor's knowledge after due inquiry, there are
no affiliations or associations between any member of the NASD and any of the
Sponsor's officers, directors or 5% or greater securityholders, except for
Barclays Global Investor Services, a registered broker-dealer wholly owned by
the Sponsor (and which will take no part in any distribution of the iShares) or
as set forth in the Registration Statement and the Prospectus.

        In addition, any certificate signed by any officer of the Sponsor and
delivered to Barclays Capital or counsel for Barclays Capital in connection with
the offering of the iShares shall be deemed to be a

                                        5

<PAGE>

representation and warranty by the Sponsor, as the case may be, as to matters
covered thereby, to Barclays Capital.

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

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

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


                (c)     to endeavor to cause the Registration Statement to
become effective on or before the time of closing and the Sponsor will advise
Barclays Capital promptly; and, if requested by Barclays Capital, to confirm in
writing when the Registration Statement and any post-effective amendment thereto
has become effective; and, upon receipt of request from Barclays Capital
therefor, to file a post-effective amendment removing any reference to Barclays
Capital thereunder;


                (d)     to advise Barclays Capital promptly, confirming such
advice in writing, of any request by the Commission for amendments or
supplements to the Registration Statement or the Prospectus or for additional
information with respect thereto, or of notice of institution of proceedings
for, or the entry of a stop order suspending the effectiveness of the
Registration Statement and, if the Commission should enter a stop order
suspending the effectiveness of the Registration Statement, to use its best
efforts to obtain the lifting or removal of such order as soon as possible; to
advise Barclays Capital promptly of any proposal to amend or supplement the
Registration Statement or the Prospectus and to provide Barclays Capital and
Barclays Capital's counsel copies of any such documents for review and comment a
reasonable amount of time prior to any proposed filing and to file no such
amendment or supplement to which Barclays Capital shall object in writing;

                (e)     subject to section 4(d) hereof, to file promptly all
reports and any information statement required to be filed by the Trust with the
Commission in order to comply with the Exchange Act subsequent to the date of
the Prospectus and for so long as the delivery of a prospectus is required in
connection with the offering or sale of the Purchased Shares;

                (f)     to advise Barclays Capital promptly of the happening of
any event within the time during which a prospectus relating to the Purchased
Shares is required to be delivered under the Act which could require the making
of any change in the Prospectus then being used so that the Prospectus

                                        6

<PAGE>

would not include an untrue statement of material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading, and, during such time,
subject to section 4(d) hereof, to prepare and furnish, at the Sponsor's
expense, to Barclays Capital promptly such amendments or supplements to such
Prospectus as may be necessary to reflect any such change;

                (g)     to make generally available to the shareholders of the
Trust, and to deliver to Barclays Capital, an earnings statement of the Trust
(which will satisfy the provisions of Section 11(a) of the Act) covering a
period of twelve months beginning after the effective date of the Registration
Statement (as defined in Rule 158(c) under the Act) as soon as is reasonably
practicable after the termination of such twelve-month period;

                (h)     to furnish to Barclays Capital promptly for a period of
one year from the date of this Agreement such information as Barclays Capital
may reasonably request regarding the Trust;

                (i)     to pay all costs, expenses, fees and taxes in connection
with (i) the preparation and filing of the Registration Statement, the
Prospectus, and any amendments or supplements thereto, and the printing and
furnishing of copies of each thereof to Barclays Capital (including costs of
mailing and shipment), (ii) the registration, issue, sale and delivery of the
iShares including any stock or transfer taxes and stamp or similar duties
payable upon the sale, issuance or delivery of the shares to Barclays Capital,
(iii) the producing, word processing and/or printing of this Agreement, any
Powers of Attorney and any closing documents (including compilations thereof)
and the reproduction and/or printing and furnishing of copies of each thereof to
Barclays Capital and (except closing documents) to dealers (including costs of
mailing and shipment), (iv) the qualification of the iShares for offering and
sale under state or foreign laws and the determination of their eligibility for
investment under state law as aforesaid (including the legal fees and filing
fees and other disbursements of counsel for Barclays Capital) and the printing
and furnishing of copies of any blue sky surveys or legal investment surveys to
Barclays Capital, (v) any listing of the iShares on any securities exchange or
qualification of the iShares for quotation on the American Stock Exchange and
any registration thereof under the Exchange Act, (vi) any filing for review of
the public offering of the iShares by the NASD, including the legal fees and
filing fees and other disbursements of counsel to Barclays Capital, (vi) the
fees and disbursements of the Custodian (as defined in the Depositary Trust
Agreement), transfer agent or registrar for the iShares, (vii) the costs and
expenses of the Trust relating to presentations or meetings undertaken in
connection with the marketing of the offering and sale of the iShares to
prospective investors and Barclays Capital's sales forces, including, without
limitation, expenses associated with the production of road show slides and
graphics, fees and expenses of any consultants engaged in connection with the
road show presentations, travel, lodging and other expenses incurred by the
officers of the Sponsor or the Trust and any such consultants, and the cost of
any aircraft chartered in connection with the road show, and (ix) the
performance of the Sponsor's other obligations hereunder;

                (j)     to use its best efforts to cause the iShares to be
listed on the American Stock Exchange;

                (k)     to maintain a Custodian (as defined in the Depositary
Trust Agreement) and an orderly procedure for the transfer and register of the
iShares; and

                (l)     to waive until the time of closing any fees due under
Section 5.8(a) of the Depositary Trust Agreement.

        5.      Reimbursement of Barclays Capital's Expenses. The Sponsor shall,
at the earlier of the time of closing and the first business day immediately
following the last day on which the conditions

                                        7

<PAGE>

referred to in Section 6 hereof may be satisfied, reimburse Barclays Capital for
all of its out-of-pocket expenses, including the fees and disbursements of
counsel, incurred by Barclays Capital in connection with the preparation of this
Agreement and the transactions contemplated hereby.

        6.      Conditions of Barclays Capital's Obligations. The obligations of
Barclays Capital hereunder are subject to the accuracy of the representations
and warranties contained herein on the date hereof (if applicable), at the time
of closing, the performance by the Sponsor of its obligations hereunder and
compliance with the following additional conditions precedent no later than on
[     ], 2005:

                (a)     The Sponsor shall furnish to Barclays Capital at the
time of closing an opinion of counsel for the Sponsor, addressed to Barclays
Capital, and dated the time of closing and in form and substance satisfactory to
Clifford Chance US LLP, counsel for Barclays Capital, stating that:

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

                        (ii)    the iShares conform to the description thereof
contained in the Registration Statement and the Prospectus;

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

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

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

                        (vi)    the Trust is not and, after giving effect to the
offering and sale of the iShares, will not be an "investment company" or an
entity "controlled" by an "investment company," as such terms are defined in the
Investment Company Act; and

                        (vii)   the information in the Registration Statement
and the Prospectus under the headings "Description of the iShares and the Trust
Agreement", "United States Federal Income Tax Consequences," and "Custody of the
Trust's Gold" insofar as such statements constitute a summary of documents or
matters of law are accurate in all material respects and present fairly the
information required to be shown.

                In addition, such counsel shall state that such counsel has
participated in conferences with officers and other representatives of the
Sponsor, representatives of the independent public accountants of the Trust and
representatives of Barclays Capital at which the contents of the Registration
Statement and the Prospectus were discussed and, although such counsel is not
passing upon and does not assume responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration

                                        8

<PAGE>

Statement or the Prospectus (except as and to the extent stated in subparagraphs
(ii) and (vii) above), on the basis of the foregoing nothing has come to the
attention of such counsel that causes them to believe that the Registration
Statement or any amendment thereto at the time such Registration Statement or
amendment became effective contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus or any
supplement thereto at the date of such Prospectus or such supplement, and at the
time of closing, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading (it being understood that such counsel need express no opinion
with respect to the information contained under the heading "The Gold Industry"
or the financial statements and schedules and other financial and statistical
information included in the Registration Statement or the Prospectus).

                (b)     The Sponsor shall furnish to Barclays Capital at the
time of closing an opinion of Emmet, Marvin & Martin LLP, counsel for the
Trustee, addressed to Barclays Capital, and dated the time of closing and in
form and substance satisfactory to Clifford Chance US LLP, counsel for Barclays
Capital, stating that:

                        (i)     The Depositary Trust Agreement (i) has been duly
authorized, executed and delivered by The Bank of New York (ii) constitutes a
valid and binding agreement of the Trustee enforceable against the Trustee in
accordance with its terms, except as enforcement of it may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
similar laws of general application relating to or affecting creditors' rights
and general principles of equity;

                        (ii)    the Custodian Agreement dated as of ________,
2005 (the "Custodian Agreement") between the Trustee and the Custodian has been
duly authorized, executed and delivered by the Trustee and constitutes a valid
and binding agreement of the Trustee enforceable against the Trustee in
accordance with its terms, except as enforcement of it may be limited by (i)
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
similar laws of general application relating to or affecting creditors' rights
and (ii) general principles of equity;

                        (iii)   upon receipt by the Trustee of an initial
deposit of gold in accordance with the Trust Agreement, the Trust (as defined in
the Depositary Trust Agreement) will exist;

                        (iv)    upon delivery by the Trustee of the iShares
against the deposit of gold in accordance with the provisions of the Depositary
Trust Agreement, the iShares will be validly issued and will entitle the
registered holder the iShares to the rights specified in the Trust Agreement;
and

                        (v)     The Bank of New York is a corporation duly
organized and existing under the laws of the State of New York, is validly
existing as a banking organization under the Banking Law of the State of New
York and is a subsisting trust company under the supervision of the New York
State Banking Department, and The Bank of New York has full power and authority
to enter into and perform its obligations under each of the Trust Agreement and
the Custodian Agreement.

                (c)     The Sponsor shall furnish to Barclays Capital at the
time of closing an opinion of [.], general counsel to the Sponsor, addressed to
Barclays Capital, and dated the time of closing and in form and substance
satisfactory to Clifford Chance US LLP, counsel for Barclays Capital, stating
that:

                        (i)     the Sponsor is a national banking association
chartered in the United States, with full corporate power and authority to
conduct its business as described in the Registration Statement and the
Prospectus and to execute and deliver this Agreement;

                                        9

<PAGE>


                        (ii)    the Sponsor is duly qualified, validly existing
and in good standing under the laws of its jurisdiction of organization;


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

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

                        (v)     to such counsel's knowledge, the Sponsor is not
in material breach or material violation of or in material default under (nor
has any event occurred which with notice, lapse of time, or both would result in
any material breach or material violation of or material default under), its
constitutive documents, or any federal or New York State law, regulation or rule
applicable to the Sponsor; and

                        (vi)    to such counsel's knowledge, there are no
actions, suits, claims, investigations or proceedings pending, or threatened to
which the Sponsor is or would be a party or to which any of its properties is or
would be subject at law or in equity, before or by any federal, state, local or
foreign governmental or regulatory commission, board, body, authority or agency
which are required to be described in the Registration Statement or the
Prospectus but are not so described.

                (d)     No Prospectus or amendment or supplement to the
Registration Statement or the Prospectus shall have been filed to which Barclays
Capital objects in writing.

                (e)     The Registration Statement shall have been declared
effective.

                (f)     Prior to the time of closing, (i) no stop order with
respect to the effectiveness of the Registration Statement shall have been
issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the
Act, (ii) the Registration Statement and all amendments thereto shall not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and (iii) the Prospectus and all amendments or supplements thereto
shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they are made, not
misleading.

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

                (h)     The Sponsor will, at the time of closing, deliver to
Barclays Capital an officer's certificate of the Chief Executive Officer and its
Chief Financial Officer in the form attached as Exhibit A hereto.

                                       10

<PAGE>

                (i)     The Sponsor and the Trustee shall each have furnished to
Barclays Capital such other documents and certificates as to the accuracy and
completeness of any statement in the Registration Statement and the Prospectus
as of the time of closing, as Barclays Capital may reasonably request; provided,
that in the case of the Trustee, such certificate shall be in the form attached
as Exhibit B hereto.

                (j)     The iShares shall have been approved for listing on the
American Stock Exchange, subject only to notice of issuance at or prior to the
time of closing.

        In the event that any of the foregoing conditions precedent have not
been met or waived within the time indicated in the opening paragraph of Section
6 hereof, Barclays Capital may in its sole discretion elect to surrender the
Purchased Shares to the Trust for redemption in compliance with the provisions
of the Depositary Trust Agreement, and upon receipt by Barclays Capital of the
Initial Deposit and any expenses payable to Barclays Capital pursuant to Section
5 of this Agreement, this Agreement shall be of no further force and effect and
all obligations of the parties hereunder shall be discharged; provided, that
obligations of the parties arising under Section 4(k), 5 and 9 shall survive the
termination of this Agreement.

        7.      Subsequent Offer and Resale of the iShares. The Initial
Purchaser represents, warrants and agrees that subsequent offers and resales of
the iShares will be made in compliance with applicable laws and regulations of
each jurisdiction in which such offer or sale takes place and, in particular,
that:

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

                (b)     the offering and sale of iShares in Japan can only be
effected through a licensed Commodity Investment Dealer ("shohin toushi hanbai
gyosha") or a person exempt under the law Concerning Regulations of Commodities
Investment Business (Commodities Law). The Prospectus cannot be distributed in
Japan other than to a licensed Commodity Investment Dealer or a person exempt
under the Commodities Law;

                (c)     the offering and sale of iShares in Switzerland will be
on the basis of a non-public offering. The Prospectus does not constitute a
prospectus according to articles 652a or 1156 of the Swiss Federal Code of
Obligations and the iShares may not be offered or distributed on a professional
basis in or from Switzerland and neither the Prospectus nor any other offering
material relating to the iShares may be publicly issued in connection with any
such offer or distribution. The iShares have not been and will not be approved
by any Swiss regulatory authority. In particular, neither the iShares nor the
trust are or will be supervised by the Swiss Federal Banking Commission, and
investors may not claim protection under the Swiss Investment Fund Act;

                (d)     the Trust is a collective investment scheme as defined
in the Financial Services and Markets Act. 2000. The Trust has not been
authorized, or otherwise recognized or approved, by the Financial Services
Authority and, as an unregulated scheme, it accordingly cannot be promoted in
the United Kingdom to the general public. The Initial Purchaser will promote the
Trust in the United Kingdom in accordance with applicable law and regulation
only to (1) persons who are investment

                                       11

<PAGE>

professionals (as defined in Article 14(5) of the Financial Services and Markets
Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001
(the "CIS Order")); (2) persons who are within any of the categories of persons
described in Article 22 of the CIS Order; or (3) persons to whom the Prospectus
may otherwise lawfully be communicated;

                (e)     the Prospectus has not been registered as a prospectus
with the Monetary Authority of Singapore under the Securities and Futures Act,
Chapter 289 of Singapore (the "SFA"). Accordingly, the Prospectus and any other
document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the iShares may not be circulated or distributed,
nor may the iShares be offered or sold, or be made the subject of an invitation
for subscription or purchase, whether directly or indirectly, to the public or
any member of the public in Singapore other than (i) to an institutional
investor or other person specified in Section 274 of the SFA, (ii) to a
sophisticated investor, and in accordance with the conditions, specified in
Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with
the conditions of, any other applicable provision of the SFA;

                (f)     it will comply with the Securities Sales Prospectus Act
(Wertpapier-Verkaufsprospektgesetz, the "WV Act") of the Federal Republic of
Germany and all other applicable legal and regulatory requirements. In
particular, the Initial Purchaser has not engaged and will not engage in a
public offering (offentliches Angebot) within the meaning of the WV Act with
respect to any iShares otherwise than in accordance with the WV Act;

                (g)     the iShares may not be offered, sold or distributed in
Spain save in compliance with the requirements of the Spanish Securities Market
Law (Ley 24/1988, de 28 de julio, del Mercado de Valores), as amended and
restated, and Royal Decree 291/1992 on Issues and Public Offerings of Securities
(Real Decreto 291/1992, de 27 de marzo, sobre Emisiones y Ofertas Publicas de
Venta de Valores), as amended and restated, and other applicable Spanish laws
and regulations;

                (h)     the iShares may not be acquired by or offered, directly
or indirectly to, individuals or entities in the Netherlands and the Prospectus
may not be circulated in the Netherlands as part of initial distribution or at
any time thereafter, except to individuals or entities whose ordinary business
or profession is (1) to trade or invest in securities or (2) involves the
acquisition and disposal of investment objects of the same kind as the assets or
a substantial part of the assets of the trust, in either case within the meaning
of Article 1 of the regulation dated October 9, 1990 (as amended) issued
pursuant to Article 14 of the Investment Institutions Supervision Act (Wet
Toezicht Beleggingsinstellingen) of 27 June 1990;

                (i)     the offering of the iShares has not been registered
pursuant to the Italian securities legislation and, accordingly, the Initial
Purchaser has not offered or sold, and will not offer or sell, any iShares in
the Republic of Italy in a solicitation to the public, and any sales of the
iShares in the Republic of Italy shall be effected in accordance with all
Italian securities, tax and exchange control and other applicable laws and
regulations. The Initial Purchaser will not offer, sell or deliver any iShares
or distribute copies of the Prospectus or any other document relating to the
iShares in the Republic of Italy except: (1) to "Professional Investors", as
defined in Article 31.2 of CONSOB Regulation No. 11522 of 1 July 1998 as amended
("Regulation No. 11522"), pursuant to Article 30.2 and 100 of Legislative Decree
No. 58 of 24 February 1998 as amended ("Decree No. 58"), or in any other
circumstances where an expressed exemption to comply with the solicitation
restrictions provided by Decree No. 58 or CONSOB Regulation No. 11971 of 14 May
1999 as amended applies, provided, however, that any such offer, sale or
delivery of the iShares or distribution of copies of the Prospectus or any other
document relating to the iShares in the Republic of Italy must be: (a) made by
investment firms, banks or financial intermediaries permitted to conduct such
activities in the Republic of Italy in accordance with Legislative Decree No.
385 of 1 September 1993 as amended ("Decree No. 385"), Decree No. 58, Regulation
No. 11522 and any

                                       12

<PAGE>

other applicable laws and regulations; and (b) in compliance with any other
applicable notification requirement or limitation which may be imposed by CONSOB
or the Bank of Italy; or (2) if Italian residents submit unsolicited offers to
the Initial Purchaser to purchase the iShares; and

                (j)     (1) it has not offered or sold and will not offer or
sell in Hong Kong, by means of any document, any iShares other than to persons
whose ordinary business is to buy or sell shares or debentures, whether as
principal or agent, or in circumstances which do not constitute an offer to the
public within the meaning of the Companies Ordinance (Chapter 32 of the Laws of
Hong Kong) and (2) it has not issued and will not issue any advertisement,
invitation or document relating to the iShares, whether in Hong Kong or
elsewhere, which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with respect to iShares which are
or are intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" within the meaning of the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong) and any rules made thereunder.

        In addition, the Prospectus has not been submitted to the registration
procedures of the French Autorite des Marches Financiers and, accordingly, the
iShares may not be offered or sold to the public in France. Offers and sales of
the iShares in France may be made only to qualified investors (investisseurs
qualifies) in accordance with Article L.411-2 of the French Code Monetaire et
Financier and decree no. 98-880 dated 1 October 1998 (the "French Code"). The
Prospectus or any other offering material relating to the iShares may not be
distributed in France to any person other than a qualified investor, as defined
in the French Code.

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

                If Barclays Capital elects to terminate this Agreement as
provided in this section 8, the Sponsor shall be notified promptly in writing.

                If the sale to Barclays Capital of the iShares, as contemplated
by this Agreement, is not carried out by Barclays Capital for any reason
permitted under this agreement or if such sale is not carried out because the
Sponsor shall be unable to comply with any of the terms of this Agreement, the
Sponsor shall not be under any obligation or liability under this Agreement
(except to the extent provided in Sections 4(k), 5 and 9 hereof), and Barclays
Capital shall be under no obligation or liability to the

                                       13

<PAGE>

Sponsor or the Trust under this agreement (except to the extent provided in
section 9 hereof) or to one another hereunder.

        9.      Indemnity and Contribution.

                (a)     The Sponsor agrees to indemnify, defend and hold
harmless Barclays Capital, its partners, directors and officers, and any person
who controls it within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, and the successors and assigns of all of the foregoing persons,
from and against any loss, damage, expense, liability or claim (including the
reasonable cost of investigation) which Barclays Capital or any such person may
incur under the Act, the Exchange Act, the common law or otherwise, insofar as
such loss, damage, expense, liability or claim arises out of or is based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or in the Registration Statement as
amended by any post-effective amendment thereof) or in a Prospectus (the term
Prospectus for the purpose of this section 9 being deemed to include the
Prospectus and the Prospectus as amended or supplemented by the Sponsor), or
arises out of or is based upon any omission or alleged omission to state a
material fact required to be stated in either such Registration Statement or
such Prospectus or necessary to make the statements made therein not misleading,
except insofar as any such loss, damage, expense, liability or claim arises out
of or is based upon any untrue statement or alleged untrue statement of a
material fact contained in and in conformity with information concerning
Barclays Capital furnished in writing by or on behalf of Barclays Capital to the
Sponsor expressly for use in such Registration Statement or such Prospectus or
arises out of or is based upon any omission or alleged omission to state a
material fact in connection with such information required to be stated in such
Registration Statement or such Prospectus or necessary to make such information
not misleading, (ii) any untrue statement or alleged untrue statement made by
the Sponsor in section 3 hereof or the failure by the Sponsor to perform when
and as required any agreement or covenant contained herein, or (iii) any untrue
statement or alleged untrue statement of any material fact contained in any
audio or visual materials provided by the Sponsor or based upon written
information furnished by or on behalf of the Sponsor or the Trust including,
without limitation, slides, videos, films or tape recordings used in connection
with the marketing of the iShares. The Sponsor shall not be liable under this
section 9(a) for any loss, damage, expense, liability or claim which may be
incurred by Barclays Capital to the extent that such loss, damage, expense,
liability or claim is caused by the failure by Barclays Capital to deliver any
subsequent Prospectus as required.

                If any action, suit or proceeding (each, a "Proceeding") is
brought against Barclays Capital or any such person in respect of which
indemnity may be sought against the Sponsor pursuant to the foregoing paragraph,
Barclays Capital or such person shall promptly notify the Sponsor in writing of
the institution of such Proceeding and the Sponsor shall assume the defense of
such Proceeding, including the employment of counsel reasonably satisfactory to
such indemnified party and payment of all fees and expenses; provided, however,
that the omission to so notify the Sponsor shall not relieve the Sponsor from
any liability which the Sponsor may have to Barclays Capital or any such person
except to the extent that the Sponsor has been materially prejudiced by such
failure and has not otherwise learned of such proceeding. Barclays Capital or
such person shall have the right to employ its or their own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of
Barclays Capital or of such person unless the employment of such counsel shall
have been authorized in writing by the Sponsor in connection with the defense of
such Proceeding or the Sponsor shall not have, within a reasonable period of
time in light of the circumstances, employed counsel to have charge of the
defense of such proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which
are different from, additional to or in conflict with those available to the
Sponsor (in which case the Sponsor shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties), in
any of which events such fees and expenses shall be borne by the Sponsor and
paid as incurred (it being understood, however, that the Sponsor shall not be
liable for the

                                       14

<PAGE>

expenses of more than one separate counsel (in addition to any local counsel) in
any one Proceeding or series of related Proceedings in the same jurisdiction
representing the indemnified parties who are parties to such Proceeding). The
Sponsor shall not be liable for any settlement of any Proceeding effected
without its written consent but if settled with the written consent of the
Sponsor, the Sponsor agrees to indemnify and hold harmless Barclays Capital and
any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the indemnifying party agrees that it shall be
liable for any settlement of any Proceeding effected without its written consent
if (i) such settlement is entered into more than 60 business days after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall not have fully reimbursed the indemnified party in accordance with
such request prior to the date of such settlement and (iii) such indemnified
party shall have given the indemnifying party at least 30 days' prior notice of
its intention to settle. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened Proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such Proceeding and does not include an admission of fault, culpability or a
failure to act, by or on behalf of such indemnified party.

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

                If any Proceeding is brought against the Sponsor or the Trust or
any such person in respect of which indemnity may be sought against Barclays
Capital pursuant to the foregoing paragraph, the Sponsor, the Trust or such
person shall promptly notify Barclays Capital in writing of the institution of
such Proceeding and Barclays Capital shall assume the defense of such
Proceeding, including the employment of counsel reasonably satisfactory to such
indemnified party and payment of all fees and expenses; provided, however, that
the omission to so notify Barclays Capital shall not relieve Barclays Capital
from any liability which Barclays Capital may have to the Sponsor, the Trust or
any such person or otherwise. The Sponsor, the Trust or such person shall have
the right to employ its own counsel in any such case, but the fees and expenses
of such counsel shall be at the expense of the Sponsor, the Trust or such person
unless the employment of such counsel shall have been authorized in writing by
Barclays Capital in connection with the defense of such Proceeding or Barclays
Capital shall not have, within a reasonable period of time in light of the
circumstances, employed counsel to defend such Proceeding or such indemnified
party or parties shall have reasonably concluded that there may be defenses
available to it or them which are different from or additional to or in conflict
with those available to Barclays Capital (in which case Barclays Capital shall
not have the right to direct the defense of such Proceeding on behalf of the
indemnified party or parties, but Barclays Capital may employ counsel and
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of Barclays Capital), in

                                       15

<PAGE>

any of which events such fees and expenses shall be borne by Barclays Capital
and paid as incurred (it being understood, however, that Barclays Capital shall
not be liable for the expenses of more than one separate counsel (in addition to
any local counsel) in any one Proceeding or series of related Proceedings in the
same jurisdiction representing the indemnified parties who are parties to such
Proceeding). Barclays Capital shall not be liable for any settlement of any such
Proceeding effected without the written consent of Barclays Capital but if
settled with the written consent of Barclays Capital, Barclays Capital agrees to
indemnify and hold harmless the Sponsor, the Trust and any such person from and
against any loss or liability by reason of such settlement. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second sentence of this paragraph, then the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 60 business days after receipt by such indemnifying party
of the aforesaid request, (i) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior to the date of such
settlement and (ii) such indemnified party shall have given the indemnifying
party at least 30 days' prior notice of its intention to settle. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened Proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such Proceeding.

                (c)     If the indemnification provided for in this section 9 is
unavailable to an indemnified party under subsections (a) and (b) of this
section 9 or insufficient to hold an indemnified party harmless in respect of
any losses, damages, expenses, liabilities or claims referred to therein, then
each applicable indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, damages, expenses,
liabilities or claims (i) in such proportion as is appropriate to reflect the
relative benefits received by the Sponsor and the Trust on the one hand and
Barclays Capital on the other hand from the offering of the iShares or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Sponsor and
the Trust on the one hand and of Barclays Capital on the other in connection
with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable
considerations. The relative benefits received by the Sponsor and the Trust on
the one hand and Barclays Capital on the other shall be deemed to be in the same
respective proportions as the total proceeds from the offering (net of
underwriting discounts, commissions and fees (if any) but before deducting
expenses) received by the Sponsor and the Trust and the total underwriting
discounts and commissions received by Barclays Capital, bear to the aggregate
public offering price of the iShares. The relative fault of the Sponsor and the
Trust on the one hand and of Barclays Capital on the other shall be determined
by reference to, among other things, whether the untrue statement or alleged
untrue statement of a material fact or omission or alleged omission relates to
information supplied by the Sponsor and the Trust or by Barclays Capital and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with
investigating, preparing to defend or defending any Proceeding.

                (d)     The Sponsor and Barclays Capital agree that it would not
be just and equitable if contribution pursuant to this section 9 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in subsection (c) above.
Notwithstanding the provisions of this section 9, Barclays Capital shall not be
required to contribute any amount in excess of the amount by which the total
price at which the iShares created by Barclays Capital

                                       16

<PAGE>

and distributed to the public were offered to the public exceeds the amount of
any damage which Barclays Capital has otherwise been required to pay by reason
of such untrue statement or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

                (e)     The indemnity and contribution agreements contained in
this section 9 and the covenants, warranties and representations of the Sponsor
contained in this Agreement shall remain in full force and effect regardless of
any investigation made by or on behalf of Barclays Capital, its partners,
directors or officers or any person (including each partner, officer or director
of such person) who controls Barclays Capital within the meaning of Section 15
of the Act or Section 20 of the Exchange Act, or by or on behalf of each of the
Sponsor, its directors or officers or any person who controls the Sponsor or the
Trust within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act, and shall survive any termination of this Agreement or the issuance and
delivery of the iShares. The Sponsor and the Trust and Barclays Capital agree
promptly to notify each other of the commencement of any Proceeding against it
and, in the case of the Sponsor and the Trust, against any of the Sponsor's or
the Trust's officers or directors in connection with the issuance and sale of
the iShares, or in connection with the Registration Statement or the Prospectus.

        10.     Information Furnished by Barclays Capital. The statements set
forth in the last paragraph on the cover page of the Prospectus and the
statements set forth in the bullet points and the second sentence in the fourth
paragraph and the penultimate paragraph under the caption "Plan of Distribution"
in the Prospectus constitute the only information furnished by or on behalf of
Barclays Capital as such information is referred to in Sections 3 and 9 hereof.

        11.     Notices. Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing or by telegram and, if to
Barclays Capital, shall be sufficient in all respects if delivered or sent to
Barclays Capital Inc., 200 Park Avenue, New York, NY 10166, Attention: [.] and,
if to the Sponsor or the Trust, shall be sufficient in all respects if delivered
or sent to the Sponsor at the offices of the Sponsor at Barclays Global
Investors, N.A., 45 Fremont Street, San Francisco, CA 94105, Attention: [.].

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

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

        14.     Parties at Interest. The Agreement herein set forth has been and
is made solely for the benefit of Barclays Capital and the Sponsor and to the
extent provided in section 9 hereof the controlling

                                       17

<PAGE>

persons, partners, directors and officers referred to in section 9, and their
respective successors, permitted assigns, heirs, personal representatives and
executors and administrators. No other person, partnership, association or
corporation (including a purchaser, as such purchaser, from Barclays Capital)
shall acquire or have any right under or by virtue of this Agreement.

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

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

                                       18

<PAGE>

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

                                        Very truly yours,

                                        BARCLAYS GLOBAL INVESTORS, N.A.


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


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


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

BARCLAYS CAPITAL INC.


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


Acknowledged and accepted

THE BANK OF NEW YORK


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

                                       19

<PAGE>

                                    EXHIBIT A

                              Officer's Certificate

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

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

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

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

                                   Exhibit A-1


                                   EXHIBIT B

TRUSTEE'S CERTIFICATE PURSUANT TO SECTION 6(i) OF THE DISTRIBUTION AGREEMENT

                       [On the letterhead of the Trustee]

Barclays Capital Inc.
200 Park Avenue
New York, NY 10166

January [ ], 2005

Dear Sirs,

We refer to the Distribution Agreement dated January 21, 2005 (the "Distribution
Agreement") between Barclays Capital Inc. and Barclays Global Investors, N.A.
and acknowledged by us. Each capitalized term used herein and not otherwise
defined has the meaning ascribed to it in the Distribution Agreement.

Pursuant to section 6(i) of the Distribution Agreement I, [ ], being a duly
authorized officer of the Trustee, hereby certify that:

1.  the information contained in the last sentence of the first paragraph under
the heading "The Trustee" in the Registration Statement is true, complete and
accurate in all respects; and

2.  the Trustee is not in material breach or material violation of or in
material default under (nor has any event occurred which with notice, lapse of
time, or both, would result in any material breach or material violation of or
material default under):

(a)  the Trust Agreement;

(b)  the Custodian Agreement;

(c)  the Distribution Agreement; or

(d)  to my knowledge, any federal or New York State law, regulation or rule
applicable to the  Trustee in its capacity as trustee of the Trust.

This letter is governed by and shall be construed in accordance with the laws of
the State of New York.

Yours faithfully,

THE BANK OF NEW YORK


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

                                  Exhibit B-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4.1
<SEQUENCE>3
<FILENAME>dex9941.txt
<DESCRIPTION>FORM OF DIPOSITARY TRUST AGREEMENT
<TEXT>
<PAGE>


                                                                     EXHIBIT 4.1

                        BARCLAYS GLOBAL INVESTORS, N.A.,
                                   as Sponsor

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee

                                   ----------

                           Depositary Trust Agreement

                            iShares COMEX Gold Trust

                                   ----------


                          Dated as of __________, 2005


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
<S>                                                                                                    <C>
DEPOSITARY TRUST AGREEMENT............................................................................. 1

ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION........................................................ 2

  Section 1.1.  Definitions............................................................................ 2
  Section 1.2.  Rules of Construction.................................................................. 7

ARTICLE 2 CREATION AND DECLARATION OF TRUSTS; FORM OF CERTIFICATES; DEPOSIT OF GOLD; DELIVERY,
          REGISTRATION OF TRANSFER AND SURRENDER OF SHARES............................................. 8

  Section 2.1.  Creation and Declaration of Trust; Business of the Trust............................... 8
  Section 2.2.  Form of Certificates; Book-Entry System; Transferability of Shares..................... 8
  Section 2.3.  Deposit of Gold........................................................................11
  Section 2.4.  Delivery of Shares.....................................................................12
  Section 2.5.  Registration and Registration of Transfer of Shares; Combination and Split-up of
                Certificates...........................................................................13
  Section 2.6.  Surrender of Shares and Withdrawal of Trust Property...................................14
  Section 2.7.  Limitations on Delivery, Registration of Transfer and Surrender of Shares..............15
  Section 2.8.  Lost Certificates, Etc. ...............................................................16
  Section 2.9.  Cancellation and Destruction of Surrendered Certificates...............................16
  Section 2.10. Splits and Reverse Splits of Shares....................................................16

ARTICLE 3 CERTAIN OBLIGATIONS OF REGISTERED OWNERS OF SHARES...........................................17

  Section 3.1.  Liability of Registered Owner for Taxes and Other Governmental Charges.................17
  Section 3.2.  Warranties on Deposit of Gold..........................................................18

ARTICLE 4 ADMINISTRATION OF THE TRUST..................................................................18

  Section 4.1.  Evaluation of Gold.....................................................................18
  Section 4.2.  Responsibility of the Trustee for Evaluations..........................................19
  Section 4.3.  Trust Evaluation.......................................................................19
  Section 4.4.  Cash Distributions.....................................................................20
  Section 4.5.  Other Distributions....................................................................20
  Section 4.6.  Fixing of Record Date..................................................................21
  Section 4.7.  Payment of Expenses; Gold Sales........................................................21
</TABLE>

                                        i

<PAGE>


<TABLE>
<S>                                                                                                    <C>
  Section 4.8.  Statements and Reports.................................................................22
  Section 4.9.  Further Provisions for Gold Sales......................................................23
  Section 4.10. Counsel................................................................................23
  Section 4.11. Grantor Trust..........................................................................23

ARTICLE 5 THE TRUSTEE AND THE SPONSOR..................................................................24

  Section 5.1.  Maintenance of Office and Transfer Books by the Trustee................................24
  Section 5.2.  Prevention or Delay in Performance by the Sponsor or the Trustee.......................25
  Section 5.3.  Obligations of the Sponsor and the Trustee.............................................25
  Section 5.4.  Resignation or Removal of the Trustee; Appointment of Successor Trustee................26
  Section 5.5.  The Custodian..........................................................................28
  Section 5.6.  Indemnification........................................................................29
  Section 5.7.  Charges of Trustee.....................................................................33
  Section 5.8.  Charges of Sponsor.....................................................................33
  Section 5.9.  Retention of Trust Documents...........................................................34
  Section 5.10. Federal Securities Law Filings.........................................................34
  Section 5.11. Prospectus Delivery....................................................................35
  Section 5.12. Discretionary Actions by Trustee; Consultation.........................................35

ARTICLE 6 AMENDMENT AND TERMINATION....................................................................36

  Section 6.1.  Amendment..............................................................................36
  Section 6.2.  Termination............................................................................36

ARTICLE 7 MISCELLANEOUS................................................................................39

  Section 7.1.  Counterparts...........................................................................39
  Section 7.2.  Third-Party Beneficiaries..............................................................39
  Section 7.3.  Severability...........................................................................39
  Section 7.4.  Registered Owners, Beneficial Owners and Depositors as Parties; Binding Effect.........39
  Section 7.5.  Notices................................................................................40
  Section 7.6.  Agent for Service; Submission to Jurisdiction..........................................41
  Section 7.7.  Governing Law..........................................................................42
</TABLE>

                                    EXHIBIT A

                      FORM OF CERTIFICATE EVIDENCING SHARES

                                       ii

<PAGE>


                           DEPOSITARY TRUST AGREEMENT


                THIS DEPOSITARY TRUST AGREEMENT dated as of ________, 2005,
between BARCLAYS GLOBAL INVESTORS, N.A., a national banking association, as
sponsor, THE BANK OF NEW YORK, a New York banking corporation, as trustee, all
Registered Owners and Beneficial Owners from time to time of iShares COMEX Gold
Trust Shares issued hereunder and all Depositors.


                              W I T N E S S E T H :

                WHEREAS the Sponsor desires to establish a trust, to be known as
the "iShares COMEX Gold Trust", pursuant to the laws of the State of New York;
and

                WHEREAS the Sponsor desires to establish the terms on which Gold
(as herein defined) may be deposited in the trust and provide for the creation
of iShares COMEX Gold Trust Shares in Baskets (as herein defined) representing
fractional undivided interests in the net assets of the trust and the execution
and delivery of Certificates (as herein defined) evidencing the iShares COMEX
Gold Trust Shares; 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:

<PAGE>


                                    ARTICLE 1

                      DEFINITIONS AND RULES OF CONSTRUCTION

                Section 1.1.   Definitions.

                Except as otherwise specified in this Depositary Trust Agreement
or as the context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of this Depositary Trust Agreement.

                "Agreement" means this Depositary Trust Agreement, as amended or
supplemented in accordance with its terms.

                "Authorized Participant" means a Person that, at the time of
submitting a Purchase Order or a Redemption Order (i) is a registered
broker-dealer, (ii) is a DTC Participant or an Indirect Participant and (iii)
has in effect a valid Authorized Participant Agreement.

                "Authorized Participant Agreement" means an agreement among the
Trustee, the Sponsor and an Authorized Participant that authorizes the
Authorized Participant to submit Purchase Orders and Redemption Orders under
this Agreement.

                "Basket" means 50,000 Shares, except that the Trustee, in
consultation with the Sponsor, may from time to time increase or decrease the
number of Shares comprising a Basket.

                "Basket Gold Amount" is the amount of Gold that must be
deposited for issuance of one Basket or that is deliverable upon Surrender of
one Basket. The Basket Gold Amount will be determined as provided in Section
2.3(b).

                "Beneficial Owner" means any Person owning a beneficial interest
in any Shares.

                                        2

<PAGE>

                "Business Day" means any day other than (i) a Saturday or Sunday
or (ii) a day on which the Exchange is not open for regular trading.

                "Certificate" means a certificate that is executed and delivered
by the Trustee under this Agreement evidencing Shares.

                "CFTC" means the Commodity Futures Trading Commission or any
successor governmental agency in the United States.

                "COMEX" means Commodity Exchange, Inc., a subsidiary of New York
Mercantile Exchange, Inc.

                "COMEX Relevant Price" means, as of any day, (i) such day's
COMEX settlement price for the spot month gold futures contract; or (ii) such
other price regularly announced by COMEX, with the approval of, or following
regulatory notification to, the CFTC, as the Sponsor, in consultation with the
Trustee, may determine fairly represents the commercial value of Gold held by
the Trust.

                "COMEX Rules" means the rules of the COMEX applicable to
trading, delivery specifications, and settlement of gold futures contracts.

                "Commission" means the Securities and Exchange Commission of the
United States or any successor governmental agency in the United States.

                "Corporate Trust Office" means the office of the Trustee at
which its depositary receipt business is administered which, at the date of this
Agreement, is located at 101 Barclay Street, New York, New York 10286.

                "Custodian" means The Bank of Nova Scotia, as agent of the Trust
for the purposes of this Depositary Trust Agreement, and any substitute or
additional Custodian appointed by the Trustee as provided in Section 5.5.

                                        3

<PAGE>


                "Deliver" means (a) when used with respect to Gold, (i)
physically delivering that Gold to, or making that Gold available for collection
by, the Person entitled to the delivery at the specified location, (ii)
obtaining evidence that ownership of that Gold has been transferred to, and the
Gold is being duly held by a custodian for the account of, the Person entitled
to that delivery or (iii) obtaining an acknowledgement from a custodian of a
credit of Gold on an Unallocated Basis to the account of the Person entitled to
that delivery and (b) when used with respect to Shares, either (i) one or more
book-entry transfers of those Shares to an account or accounts at DTC designated
by the Person entitled to such delivery for further credit as specified by that
Person or (ii) in the circumstances specified in Section 2.2(e), execution and
delivery at the Corporate Trust Office of the Trustee of one or more
Certificates evidencing those Shares.


                "Depositor" means any Authorized Participant that deposits Gold
into the Trust, either for its own account or on behalf of another Person that
is the owner or beneficial owner of that Gold.

                "DTC" means The Depository Trust Company, its nominees and their
respective successors.

                "DTC Participant" means a Person that, pursuant to DTC's
governing documents, is entitled to deposit securities with DTC in its capacity
as a "participant".

                "Exchange" means the exchange on which the Shares are
principally traded, as specified by the Sponsor.

                "Fine Ounce" means an Ounce of 100% pure gold. The number of
Fine Ounces in a gold bar may be calculated by multiplying the gross weight in
Ounces by the fineness, expressed as a fraction of the fine metal content in
parts per 1000, in accordance with the COMEX Rules or the "good delivery" rules
of the London Bullion Market Association.

                                        4

<PAGE>


                "Gold" means (a) gold that (i) would be eligible for delivery in
settlement of a COMEX gold futures contract in accordance with COMEX Rules or
(ii) meets the requirements of "good delivery" under the rules of the London
Bullion Market Association and (b) credit to an account on an Unallocated Basis
representing the right to receive gold that meets the requirements of clause (i)
or (ii) of part (a) of this definition.


                "Indirect Participant" means a Person that, by clearing
securities through, or maintaining a custodial relationship with, a DTC
Participant, has access to the DTC clearing system.


                "Net Asset Value" means the net value of the Trust determined
under Section 4.3.


                "Net Asset Value per Share" means the value of a Share
determined under Section 4.3.


                "Order Cutoff Time" means, with respect to any Business Day, (i)
4:00 p.m. (New York time) on such Business Day or (ii) another time agreed to by
the Sponsor and the Trustee and of which Registered Owners and all existing
Authorized Participants have been notified by the Trustee.


                "Order Date" means, with respect to a Purchase Order, the date
specified in Section 2.3(a) and, with respect to a Redemption Order, the date
specified in Section 2.6(a).

                "Ounce" means a troy ounce, equal to 1.0971428 ounces
avoirdupois.

                "Person" means any natural person or any limited liability
company, corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

                "Purchase Order" is defined in Section 2.3.

                                        5

<PAGE>

                "Qualified Bank" means a bank, trust company, corporation or
national banking association organized and doing business under the laws of the
United States or any State of the United States that is authorized under those
laws to exercise corporate trust powers and that (i) is a DTC Participant or a
participant in such other securities depository as is then acting with respect
to the Shares, (ii) unless counsel to the Sponsor, the appointment of which is
acceptable to the Trustee, determines that the following requirement is not
necessary for the exception under Section 408(m) of the Internal Revenue Code of
1986, as amended (the "Code"), to apply, is a banking institution as defined in
Section 408(n) of the Code and (iii) had, as of the date of its most recent
annual financial statements, an aggregate capital, surplus and undivided profits
of at least $150,000,000.

                "Redemption Order" is defined in Section 2.6.

                "Registered Owner" means the Person in whose name Shares are
registered on the books of the Trustee maintained for that purpose.

                "Registrar" means any bank or trust company that is appointed to
register Shares and transfers of Shares as herein provided.

                "Shares" means iShares COMEX Gold Trust Shares created under
this Agreement, each representing a fractional undivided ownership interest in
the net assets of the Trust, which interest shall equal a fraction, the
numerator of which is 1 and the denominator of which is the total number of
Shares outstanding.

                "Sponsor" means Barclays Global Investors, N.A., a national
banking association, or its successor.

                "Surrender" means, when used with respect to Shares, (a) one or
more book-entry transfers of Shares to the DTC account of the Trustee or (b)
surrender to the Trustee at its Corporate Trust Office of one or more
Certificates evidencing Shares.

                                        6

<PAGE>

                "Trust" means the iShares COMEX Gold Trust, the trust entity
created by this Agreement.

                "Trustee" means The Bank of New York, a New York banking
corporation, in its capacity as trustee under this Agreement, or any successor
as trustee under this Agreement.


                "Trust Property" means the Gold that is deposited under this
Agreement and any cash or other property that is received by the Trustee in
respect of Trust Property and that is being held under this Agreement.


                "Unallocated Basis" means that the Person in whose name Gold is
so held is entitled to receive delivery of Gold standing to the credit of that
Person's account, but that Person has no ownership interest in any particular
Gold that the custodian maintaining that account owns or holds.

                Section 1.2.   Rules of Construction.

                Unless the context otherwise requires:

                (i)     a term has the meaning assigned to it;

                (ii)    an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles as in
effect in the United States;

                (iii)   "or" is not exclusive;

                (iv)    the words "herein", "hereof", "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision;

                (v)     "including" means including without limitation; and

                                        7

<PAGE>

                (vi)    words in the singular include the plural and words in
the plural include the singular.

                                    ARTICLE 2

                       CREATION AND DECLARATION OF TRUSTS;
                FORM OF CERTIFICATES; DEPOSIT OF GOLD; DELIVERY,
                REGISTRATION OF TRANSFER AND SURRENDER OF SHARES

                Section 2.1.   Creation and Declaration of Trust; Business of
the Trust.

                (a)     The Trustee acknowledges that it has received an initial
deposit of Gold under and in accordance with this Agreement from Barclays
Capital Inc. The Trustee declares that it will hold that initial deposit and
all other Trust Property as trustee for the benefit of the Registered Owners for
the purposes of, and subject to and limited by the terms and conditions set
forth in, this Agreement. The trust created by this Agreement shall be known as
the "iShares COMEX Gold Trust".

                (b)     The Trust shall not engage in any business or activities
other than those authorized by this Agreement or incidental and necessary to
carry out the duties and responsibilities set forth in this Agreement. Other
than issuance of the Shares, the Trust shall not issue or sell any certificates
or other obligations or, except as provided in this Agreement, otherwise incur,
assume or guarantee any indebtedness for money borrowed.

                Section 2.2.   Form of Certificates; Book-Entry System;
Transferability of Shares.

                (a) The Certificates evidencing Shares shall be substantially in
the form set forth in Exhibit A annexed to this Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. No Shares
shall be entitled to any benefits under this Agreement or be valid or obligatory
for any purpose unless a Certificate evidencing those Shares has been executed
by the Trustee by the manual or facsimile signature of a duly authorized
signatory of the Trustee and, if a Registrar (other

                                        8

<PAGE>

than the Trustee) for the Shares shall have been appointed, countersigned by the
manual signature of a duly authorized officer of the Registrar. The Trustee
shall maintain books on which the registered ownership of each Share and
transfers, if any, of such registered ownership shall be recorded. Certificates
evidencing Shares bearing the manual or facsimile signature of a duly authorized
signatory of the Trustee and the manual signature of a duly authorized officer
of the Registrar, if applicable, who was, at the time such Certificates were
executed, a proper signatory of the Trustee or Registrar, if applicable, shall
bind the Trustee, notwithstanding that such signatory has ceased to hold such
office prior to the delivery of such Certificates.

                (b) The Certificates may be endorsed with or have incorporated
in the text thereof such legends or recitals or modifications not inconsistent
with the provisions of this Agreement as may be required by the Trustee or
required to comply with any applicable law or regulations thereunder or with the
rules and regulations of any securities exchange upon which Shares may be listed
or to conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which the Shares evidenced by a particular
Certificate are subject.

                (c) The Sponsor and the Trustee will apply to DTC for acceptance
of the Shares in its book-entry settlement system. Shares deposited with DTC
shall be evidenced by one or more global Certificates which shall be registered
in the name of Cede & Co., as nominee for DTC, and shall bear the following
legend:

                UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
                CORPORATION ("DTC"), TO THE AGENT AUTHORIZED BY THE ISSUER FOR
                REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
                CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
                SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
                OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
                ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF

                                        9

<PAGE>

                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.

                (d) So long as the Shares are eligible for book-entry settlement
with DTC and such settlement is available, unless otherwise required by law,
notwithstanding the provisions of Sections 2.2(a) and (b), all Shares shall be
evidenced by one or more global Certificates the Registered Owner of which is
DTC or a nominee of DTC and (i) no Beneficial Owner of Shares will be entitled
to receive a separate Certificate evidencing those Shares, (ii) the interest of
a Beneficial Owner in Shares represented by a global Certificate will be shown
only on, and transfer of that interest will be effected only through, records
maintained by DTC or a DTC Participant or Indirect Participant through which the
Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner
with respect to Shares represented by a global Certificate will be exercised
only to the extent allowed by, and in compliance with, the arrangements in
effect between such Beneficial Owner and DTC or the DTC Participant or Indirect
Participant through which that Beneficial Owner holds an interest in Shares.

                (e) If, at any time when Shares are evidenced by a global
Certificate, DTC ceases to make its book-entry settlement system available for
such Shares, the Trustee shall execute and deliver separate Certificates
evidencing Shares to the DTC Participants entitled thereto, with such additions,
deletions and modifications to this Agreement and to the form of Certificate
evidencing Shares as the Sponsor and the Trustee may agree.

                (f) Title to a Certificate evidencing Shares (and to the Shares
evidenced thereby), when properly endorsed or accompanied by proper instruments
of transfer, shall be transferable by delivery with the same effect as in the
case of a negotiable instrument under the laws of New York; provided, however,
that the Trustee, notwithstanding any notice to the contrary, may treat the
Registered Owner of Shares as the absolute owner thereof for the purpose of
determining the person entitled to any distribution or to any notice provided
for in this Agreement and for all other purposes.

                                       10

<PAGE>

                Section 2.3.   Deposit of Gold.


                (a) After the initial deposit of Gold in the Trust, the issuance
and Delivery of Shares will take place only in integral numbers of Baskets and
in compliance with the provisions of this Agreement, as supplemented by any
procedures attached to an applicable Authorized Participant Agreement, to the
extent those procedures are consistent with this Agreement. Authorized
Participants wishing to acquire from the Trustee one or more Baskets must place
an order with the Trustee (a "Purchase Order") no later than 4:00 p.m. (New York
time) on any Business Day. Purchase Orders received by the Trustee prior to the
Order Cutoff Time on a Business Day on which a COMEX Relevant Price is announced
will have that Business Day as the Order Date. Purchase Orders received by the
Trustee on or after the Order Cutoff Time on a Business Day, or on a Business
Day on which COMEX does not announce a COMEX Relevant Price, will have as their
Order Date the next Business Day on which COMEX announces a COMEX Relevant
Price. As consideration for each Basket acquired, Authorized Participants must
deposit with the Custodian the Basket Gold Amount determined by the Trustee on
the Order Date of the corresponding Purchase Order. Gold must be Delivered to
the Custodian in the form of Gold bars only, except that an amount of Gold not
exceeding 430 Ounces may be Delivered to the Custodian on an Unallocated Basis.


                (b) The Trustee shall determine the Basket Gold Amount for each
Business Day. The initial "Basket Gold Amount" is 5,000 Fine Ounces. After the
initial deposit, the "Basket Gold Amount" shall be an amount of Gold equal to
the result obtained by dividing the Net Asset Value per Basket on the date on
which the determination is being made by the price used by the Trustee to
evaluate Gold held by the Trust on such date in compliance with Section 4.1. For
purposes of this computation, "Net Asset Value per Basket" is the result
obtaining by multiplying (x) the Net Asset Value per Share determined in
compliance with Section 4.3, by (y) the number of Shares which constitute a
Basket on the date on which the determination is being made. Fractions of a Fine
Ounce of Gold included in the Basket Gold Amount smaller than .001

                                       11

<PAGE>

Fine Ounce shall be disregarded. The Sponsor intends to publish, or may
designate other persons to publish, for each Business Day, the Basket Gold
Amount.

                (c) If the Trust Property includes money or any property other
than Gold, no deposits of Gold will be accepted until after a record date for
distribution of that money or property, or proceeds of that property, has
passed.

                (d) All deposited Gold shall be owned by the Trust and held for
the Trust by the Custodian. The Trustee shall require the Custodian to agree
that the Custodian will use reasonable efforts to minimize the amount of Gold
held for the Trust on an Unallocated Basis at all times and the Custodian must
allocate ownership of gold bars to the Trust such that no more than 430 Fine
Ounces of Gold are held on an Unallocated Basis for the Trust at the end of each
business day of the Custodian. Cash and any other assets of the Trust shall be
held by the Trustee at such place and in such manner as the Trustee shall
determine.

                Section 2.4.   Delivery of Shares.

                Upon receipt by the Trustee of any deposit in accordance with
Section 2.3, together with a Purchase Order and the other documents required as
above specified, if any, and a confirmation from the Custodian that the Gold
Deposit Amount has been Delivered to the Custodian for each Basket of Shares and
the Custodian is holding that Gold for the account of the Trust, the Trustee,
subject to the terms and conditions of this Agreement, shall Deliver to the
Depositor the number of Baskets of Shares issuable in respect of such deposit as
requested in the corresponding Purchase Order, but only upon payment to the
Trustee of the fees and expenses of the Trustee as provided in Section 5.7 and
of all taxes and governmental charges and fees payable in connection with such
deposit, the transfer of the Gold and the issuance and Delivery of the Shares.

                                       12

<PAGE>

                Section 2.5.   Registration and Registration of Transfer of
Shares; Combination and Split-up of Certificates.

                (a) The Trustee shall keep or cause to be kept a register of
Registered Owners of Shares and shall provide for the registration of Shares and
the registration of transfers of Shares.

                (b) The Trustee, subject to the terms and conditions of this
Agreement, shall register transfers of ownership of Shares on its transfer books
from time to time, upon any Surrender of a Certificate evidencing such Shares,
by the Registered Owner in person or by a duly authorized attorney, properly
endorsed or accompanied by proper instruments of transfer, and duly stamped as
may be required by the laws of the State of New York and of the United States of
America. Thereupon the Trustee shall execute a new Certificate or Certificates
evidencing such Shares, and deliver the same to or upon the order of the Person
entitled thereto.


                (c) The Trustee, subject to the terms and conditions of this
Agreement, shall, upon Surrender of a Certificate or Certificates evidencing
Shares for the purposes of effecting a split-up or combination of that
Certificate or Certificates, execute and deliver one or more new Certificates
evidencing those Shares.


                (d) The Trustee may, with the written approval of the Sponsor
(which approval shall not be unreasonably withheld), appoint one or more
co-transfer agents for the purpose of effecting registration of transfers of
Shares and combinations and split-ups of Certificates at designated transfer
offices on behalf of the Trustee. In carrying out its functions, a co-transfer
agent may require evidence of authority and compliance with applicable laws and
other requirements by Registered Owners or Persons entitled to Shares and will
be entitled to protection and indemnity to the same extent as the Trustee.

                                       13

<PAGE>

                Section 2.6.   Surrender of Shares and Withdrawal of Trust
Property.


                (a) Upon Surrender of any integral number of Baskets for the
purpose of withdrawal of the amount of Trust Property represented thereby, and
upon payment of the fee of the Trustee in connection with the Surrender of
Shares as provided in Section 5.7 and payment of all taxes and charges payable
in connection with such Surrender and withdrawal of Trust Property, and subject
to the terms and conditions of this Agreement, an Authorized Participant acting
on authority of the Registered Owner of those Shares will be entitled to
Delivery, in accordance with the provisions of this Agreement, as supplemented
by any procedures attached to an applicable Authorized Participant Agreement, to
the extent those procedures are consistent with this Agreement, of the amount of
Trust Property at the time represented by such Baskets, including the Basket
Gold Amounts corresponding to such Baskets on the applicable Order Date
(determined as provided below). Authorized Participants wishing to redeem one or
more Baskets must place an order with the Trustee (a "Redemption Order") no
later than 4:00 p.m. (New York time) on any Business Day. Redemption Orders
received by the Trustee prior to the Order Cutoff Time on a Business Day on
which a COMEX Relevant Price is announced will have that Business Day as the
Order Date. Redemption Orders received by the Trustee on or after the Order
Cutoff Time on any Business Day, or on a Business Day on which COMEX does not
announce a COMEX Relevant Price, will have as their Order Date the next Business
Day on which COMEX announces a COMEX Relevant Price. Unless otherwise agreed to
by the Custodian, Gold will be Delivered by the Custodian in the form of Gold
bars only, except that an amount of Gold not exceeding 430 Ounces may be
Delivered by the Custodian on an Unallocated Basis. While a redeeming Authorized
Participant will be entitled to express a preference as to the city where it
would like to have the Basket Gold Amount delivered, the Trustee, in
consultation with the Custodian and taking into account the best interests of
the Trust and the Registered Owners, will have final authority to decide where
such Delivery will take place.


                                       14

<PAGE>


                (b) The Trustee may require that a Certificate evidencing Shares
Surrendered for the purpose of withdrawal is properly endorsed in blank or
accompanied by proper instruments of transfer in blank. Upon a Surrender of an
integral number of Baskets of Shares and satisfaction of all the conditions for
withdrawal of Trust Property, the Trustee shall instruct the Custodian to
Deliver, at the Custodian's office or at another location at which Trust
Property is then being held, to or to the order of the Surrendering Authorized
Participant the amount of Gold represented by the Surrendered Baskets
of Shares and the Trustee shall pay or deliver to or to the order of the
Surrendering Authorized Participant the amount of any other Trust Property
represented by the Surrendered Baskets of Shares. Any Delivery of Gold other
than at the office of the Custodian or a sub-custodian designated by the
Custodian will be at the expense and risk of the Authorized Participant. The
Trustee will not be responsible to any Person if it is not practical for the
Custodian to make Delivery of Gold in the city requested or if the Trustee
determines to effect Delivery in a city other than the city requested by the
Surrendering Authorized Participant. The Trustee is not required to effect any
physical movement of Gold from one custody location to another to meet any
request by a Surrendering Authorized Participant as to where Gold will be
Delivered.


                Section 2.7.   Limitations on Delivery, Registration of Transfer
and Surrender of Shares.

                (a) As a condition precedent to the Delivery, registration of
transfer, split-up, combination or Surrender of any Shares or withdrawal of any
Trust Property, the Trustee or Registrar may require payment from the Depositor
or the Authorized Participant Surrendering the Shares of a sum sufficient to
reimburse it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee
with respect to any securities being withdrawn) and payment of any applicable
fees as herein provided, may require the production of proof satisfactory to it
as to the identity and genuineness of any signature and may also

                                       15

<PAGE>

require compliance with any regulations the Trustee may establish consistent
with the provisions of this Agreement, including, without limitation, this
Section 2.7.


                (b)  The Delivery of Shares against deposits of Gold and the
registration of transfer of Shares may be suspended generally, or refused with
respect to particular requested Deliveries, during any period when the transfer
books of the Trustee are closed or if any such action is deemed necessary or
advisable by the Trustee or the Sponsor for any reason at any time or from time
to time. Except as otherwise provided elsewhere in this Agreement, the Surrender
of Shares for purposes of withdrawing Trust Property may be suspended only (i)
during any period in which regular trading on the Exchange or the COMEX is
suspended or restricted or one or both exchanges are closed (other than
scheduled holiday or weekend closings), or (ii) during an emergency as a result
of which Delivery, disposal or evaluation of Gold is not reasonably practicable.


                Section 2.8.   Lost Certificates, Etc.

                The Trustee shall execute and deliver a new Certificate of like
tenor in exchange and substitution for a mutilated Certificate upon cancellation
thereof, or in lieu of and in substitution for a destroyed, lost or stolen
Certificate if the Registered Owner thereof has (a) filed with the Trustee (i) a
request for such execution and delivery before the Trustee has notice that the
Shares evidenced by the Certificate have been acquired by a protected purchaser
and (ii) a sufficient indemnity bond, and (b) satisfied any other reasonable
requirements imposed by the Trustee.

                Section 2.9.   Cancellation and Destruction of Surrendered
Certificates.

                All Certificates Surrendered to the Trustee shall be canceled by
the Trustee. The Trustee is authorized to destroy certificates so canceled.

                Section 2.10.  Splits and Reverse Splits of Shares.

                If requested in writing by the Sponsor, the Trustee shall effect
a split or reverse split of the Shares as of a record date set by the Trustee in
accordance with procedures determined by the Trustee.

                                       16

<PAGE>

                The Trustee is not required to distribute any fraction of a
Share in connection with a split or reverse split of the Shares. The Trustee may
sell the aggregated fractions of Shares that would otherwise be distributed in a
split or reverse split of the Shares or the amount of Trust Property that would
be represented by those Shares and distribute the net proceeds of those Shares
or that Trust Property to the Record Owners entitled to them.

                The amount of Trust Property represented by each Share and the
Basket Gold Amount shall be adjusted as appropriate as of the open of business
on the Business Day following the record date for a split or reverse split of
the Shares.

                                    ARTICLE 3

               CERTAIN OBLIGATIONS OF REGISTERED OWNERS OF SHARES

                Section 3.1.   Liability of Registered Owner for Taxes and Other
Governmental Charges.

                If any tax or other governmental charge shall become payable by
the Trustee with respect to any transfer or redemption of Shares, such tax or
other governmental charge shall be payable by the Registered Owner of such
Shares to the Trustee. The Trustee shall refuse to effect any registration of
transfer of such Shares or any withdrawal of Trust Property represented by such
Shares until such payment is made, and may withhold any distributions, or may
sell for the account of the Registered Owner thereof Trust Property or Shares,
and may apply such distributions or the proceeds of any such sale in payment of
such tax or other governmental charge, and the Registered Owner of such Shares
shall remain liable for any deficiency. The Trustee shall distribute any net
proceeds of a sale made under the preceding sentence that remain, after payment
of the tax or other governmental charge, to the Registered Owners entitled
thereto as in the case of a distribution in cash.

                                       17

<PAGE>

                Section 3.2.   Warranties on Deposit of Gold.

                Every Person depositing Gold under this Agreement shall be
deemed thereby to represent and warrant that the Gold meets the requirements to
be Gold and contains the required number of Fine Ounces, that the person making
such deposit is duly authorized to do so and that at the time of delivery, the
Gold is free and clear of any lien, pledge, encumbrance, right, charge or claim
(other than the rights created by this Agreement). All representations and
warranties deemed made under this Section 3.3 shall survive the deposit of Gold,
Delivery or Surrender of Shares or termination of this Agreement.

                                    ARTICLE 4

                           ADMINISTRATION OF THE TRUST

                Section 4.1.   Evaluation of Gold.

                As promptly as practicable after 4:00 p.m. (New York 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 COMEX Relevant Price for that day.
If the COMEX does not announce a COMEX Relevant Price on a Business Day, the
Trustee shall determine the value of the Gold held or receivable by the Trust
for that day on the basis of the most recently announced COMEX Relevant Price.
However, if the Trustee and the Sponsor determine that the price specified in
the two preceding sentences is inappropriate as a basis for evaluation, they
shall identify an alternative basis for evaluation to be employed by the
Trustee. Gold deliverable under a Purchase Order shall be included in the
evaluation beginning on the Order Date. Gold deliverable under a Redemption
Order shall not be included in the evaluation on and after the Order Date.
Neither the Trustee nor the Sponsor shall be liable to any Person for the
determination that the most recently announced COMEX Relevant Price 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.

                                       18

<PAGE>

If the Sponsor determines that COMEX Relevant Price will have the meaning set
forth in part (ii) of the definition of that term, the Trustee shall give notice
to the Registered Owners, and the Trustee shall not apply the new definition of
COMEX Relevant Price until 60 days after the date of that notice.

                Section 4.2.   Responsibility of the Trustee for Evaluations.

                The Sponsor, Depositors, Registered Owners and Beneficial Owners
may rely on any evaluation or determination of any amount made by the Trustee,
and the Sponsor shall have no responsibility for the accuracy thereof. The
determinations made by the Trustee under this Agreement shall be made in good
faith upon the basis of, and the Trustee shall not be liable for any errors
contained in, information reasonably available to it. The Trustee shall be under
no liability to the Sponsor, or to Depositors, Registered Owners or Beneficial
Owners, for errors in judgment; provided, however, that this provision shall not
protect the Trustee against any liability to which it would otherwise be subject
by reason of negligence or bad faith in the performance of its duties.

                Section 4.3.   Trust Evaluation.

                As promptly as practicable after completion of the evaluation
required under Section 4.1 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 deposited Gold determined by the Trustee pursuant to Section 4.1
and all other assets of the Trust. 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
Shares outstanding as of the close of business on the date of the evaluation
then being made, which figure is the "Net Asset Value per Share." All fees,
expenses and other liabilities of the Trust that are or

                                       19

<PAGE>

will be incurred or accrued through the close of business on a Business Day
shall be included in the calculations required by this Section 4.3 for that
Business Day. Shares deliverable under a Purchase Order shall be considered to
be outstanding for purposes of this Section 4.3 beginning on the Order Date.
Shares deliverable under a Redemption Order shall not be considered to be
outstanding for purposes of this Section 4.3 on and after the Order Date.

                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 4.4.   Cash Distributions.

                Whenever the Trustee distributes any cash, the Trustee shall
distribute the amount available for the distribution to the Registered Owners
entitled thereto, in proportion to the number of Shares held by them
respectively; provided, however, that in the event that the Trustee shall be
required to withhold and does withhold from such cash an amount on account of
taxes, the amount distributed to the Registered Owners shall be reduced
accordingly. The Trustee shall distribute only such amount, however, as can be
distributed without attributing to any Registered Owner a fraction of one cent.
Any such fractional amounts shall be rounded to the nearest whole cent and so
distributed to Registered Owners entitled thereto.

                Section 4.5.   Other Distributions.

                Whenever the Trustee receives any property in respect of Trust
Property other than cash proceeds of a sale of Trust Property (including any
claim that accrues in favor of the Trust on account of any loss of deposited
Gold or other Trust Property), the Trustee shall cause the securities or other
property received by it to be distributed to the Registered Owners entitled
thereto, in proportion to the number of Shares held by them respectively, after
deduction or upon payment of the expenses of the Trustee, in any manner that the
Trustee may deem lawful, equitable and feasible for accomplishing such

                                       20

<PAGE>

distribution; provided, however, that if in the opinion of the Trustee such
distribution cannot be made proportionately among the Registered Owners entitled
thereto, or if for any other reason (including, but not limited to, any
requirement that the Trustee withhold an amount on account of taxes or other
governmental charges or that securities must be registered under the Securities
Act of 1933 in order to be distributed to Registered Owners) the Trustee deems
such distribution not to be lawful and feasible, the Trustee shall adopt such
method as it deems lawful, equitable and feasible for the purpose of effecting
such distribution, after deduction or upon payment of the expenses of the
Trustee, including, but not limited to, the public or private sale of the
securities or property thus received, or any part thereof, and the net proceeds
of any such sale shall be distributed by the Trustee to the Registered Owners
entitled thereto as in the case of a distribution received in cash.

                Section 4.6.   Fixing of Record Date.

                Whenever any distribution will be made, or whenever the Trustee
receives notice of any solicitation of proxies or consents from Registered
Owners, or whenever for any reason there is split, reverse split or other change
in the outstanding Shares, or whenever the Trustee shall find it necessary or
convenient in respect of any matter, the Trustee, in consultation with the
Sponsor, shall fix a record date for the determination of the Registered Owners
who shall be (i) entitled to receive such distribution or the net proceeds of
the sale thereof, (ii) entitled to give such proxies or consents in respect of
any such solicitation or (iii) entitled to act in respect of any other matter
for which the record date was set.

                Section 4.7.   Payment of Expenses; Gold Sales.

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

                        (1)     the service fee payable to the Sponsor as set
                forth in Section 5.8;

                                       21

<PAGE>

                        (2)     expenses of the Trust not assumed by the Sponsor
                pursuant to Section 5.3(g);

                        (3)     taxes and other governmental charges;

                        (4)     expenses and costs of any extraordinary services
                performed by the Trustee or the Sponsor on behalf of the Trust
                or action taken by the Trustee or the Sponsor to protect the
                Trust or the interests of Registered Owners; and

                        (5)     indemnification of the Sponsor as provided in
                Section 5.6(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 under this
Agreement. The Trustee is 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 avoid or 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 to the Sponsor's direction or otherwise in accordance
with this Section.

                (b)     If at any time and from time to time, the Trustee and
Sponsor determine that the amount of cash included in the Trust Property exceeds
the anticipated expenses of the Trust during the following month, the Trustee
shall distribute the excess to the Registered Owners under Section 4.4.

                Section 4.8.   Statements and Reports.


                (a)     After the end of each fiscal year and within the time
period required by applicable laws, rules and regulations, at the Sponsor's
expense, the Trustee shall send to the Registered Owners at the end of such
fiscal year, an annual report of the Trust containing financial statements that
will be prepared by the Trustee and audited by independent accountants
designated by the


                                       22

<PAGE>

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
Registered Owners.


                (b)     The Trustee shall provide the Sponsor with such
certifications, supporting documents and other evidence regarding the internal
control over financial reporting established and maintained by the Trust, and
used by the Trustee in connection with its preparation of the financial
statements of the Trust, as may be reasonably necessary in order to enable the
Sponsor to prepare and file or furnish to the Commission any certifications
regarding such matters which may be required to be included with the Trust's
periodic reports under the Securities Exchange Act of 1934, as amended.


                Section 4.9.   Further Provisions for Gold Sales.

                In addition to selling Gold in accordance with Section 4.7, the
Trustee shall sell Gold whenever any one or more of the following conditions
exist:

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

                (b)     this Agreement has been terminated and the Trust
Property is to be liquidated in accordance with Section 6.2.

                Unless otherwise directed by the Sponsor, when selling Gold the
Trustee shall endeavor to place orders with dealers (which may include the
Custodian) through which it may reasonably expect to obtain a favorable price
and good 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 4.9.

                Section 4.10.  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 Sponsor.

                Section 4.11.  Grantor Trust.

                Nothing in this Agreement, any agreement with a Custodian, or
otherwise, shall be construed to give the Trustee the power to vary the
investment of the Beneficial Registered Owners within the meaning of Section
301.7701-4(c) under the Internal

                                       23

<PAGE>

Revenue Code of 1986, as amended (the "Code") or any similar or successor
provision of the regulations under the Code, nor shall the Sponsor give the
Trustee any direction that would vary the investment of the Beneficial Owners.
However, the Trustee shall not be liable to any Person for any failure of the
Trust to qualify as a grantor trust under the Code or any comparable provision
of the laws of any State or other jurisdiction where that treatment is sought,
except that this sentence shall not limit the Trustee's responsibility for the
administration of the Trust in accordance with this Agreement.

                                    ARTICLE 5

                           THE TRUSTEE AND THE SPONSOR

                Section 5.1.   Maintenance of Office and Transfer Books by the
Trustee.

                (a) Until termination of this Agreement in accordance with its
terms, the Trustee shall maintain facilities for the execution and Delivery,
registration, registration of transfers and Surrender of Shares in accordance
with the provisions of this Agreement.

                (b) The Trustee shall keep books for the registration of Shares
and registration of transfers of Shares which at all reasonable times shall be
open for inspection by the Registered Owners.


                (c) The Trustee may, and at the reasonable written request of
the Sponsor shall, close the transfer books at any time or from time to time if
such action is deemed necessary or advisable in the reasonable judgment of the
Trustee or the Sponsor.


                (d) If any Shares are listed on one or more stock exchanges in
the United States, the Trustee shall act as Registrar or, with the written
approval of the Sponsor (which approval shall not be unreasonably withheld),
appoint a registrar or one or more co-registrars for registry of such Shares in
accordance with any requirements of such exchange or exchanges.

                                       24

<PAGE>

                Section 5.2.   Prevention or Delay in Performance by the
Sponsor or the Trustee.

                Neither the Sponsor nor the Trustee nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Registered Owner, Beneficial Owner or Depositor if, by reason of any provision
of any present or future law or regulation of the United States or any other
country, or of any governmental or regulatory authority or stock exchange, or by
reason of any act of God or war or terrorism or other circumstances beyond its
control, the Sponsor or the Trustee is prevented or forbidden from, or would be
subject to any civil or criminal penalty on account of, or is delayed in, doing
or performing any act or thing which by the terms of this Agreement it is
provided shall be done or performed and accordingly the Sponsor or the Trustee
does not do that thing or does that thing at a later time than would otherwise
be required. The Sponsor and the Trustee will not incur any liability to any
Registered Owner or Beneficial Owner or Depositor by reason of any
non-performance or delay in the performance of any act or thing which by the
terms of this Agreement it is provided may be done or performed, or by reason of
any exercise of, or failure to exercise, any discretion provided for in this
Agreement.

                Section 5.3.   Obligations of the Sponsor and the Trustee.

                (a) Neither the Sponsor nor the Trustee assumes any obligation
nor shall either of them be subject to any liability under this Agreement to any
Registered Owner or Beneficial Owner or Depositor (including, without
limitation, liability with respect to the worth of the Trust Property), except
that each of them agrees to perform its obligations specifically set forth in
this Agreement without negligence or bad faith.

                (b) Neither the Sponsor nor the Trustee shall be under any
obligation to prosecute any action, suit or other proceeding in respect of any
Trust Property or in respect of the Shares on behalf of a Registered Owner,
Beneficial Owner, Depositor or other Person.

                                       25

<PAGE>

                (c) Neither the Sponsor nor the Trustee shall be liable for any
action or non-action by it in reliance upon the advice of or information from
legal counsel, accountants, any Depositor, any Registered Owner or any other
person believed by it in good faith to be competent to give such advice or
information.

                (d) The Trustee shall not be liable for any acts or omissions
made by a successor Trustee whether in connection with a previous act or
omission of the Trustee or in connection with any matter arising wholly after
the resignation of the Trustee, provided that in connection with the issue out
of which such potential liability arises the Trustee performed its obligations
without negligence or bad faith while it acted as Trustee.

                (e) The Trustee and the Sponsor shall have no obligation to
comply with any direction or instruction from any Registered Owner or Beneficial
Owner or Depositor regarding Shares except to the extent specifically provided
in this Agreement.

                (f) The Trustee shall be a fiduciary under this Agreement;
provided, however, that the fiduciary duties and responsibilities and
liabilities of the Trustee shall be limited by, and shall be only those
specifically set forth in, this Agreement.


                (g) The Sponsor shall be responsible for all organizational
expenses of the Trust, and for the following administrative and marketing
expenses of the Trust: the Trustee's monthly fee, the Custodian's fee, listing
fees of the Exchange, registration fees charged by the Commission, printing and
mailing costs, audit fees and expenses and legal fees and expenses not in excess
of $100,000 per year.


                Section 5.4.   Resignation or Removal of the Trustee;
Appointment of Successor Trustee.

                (a) The Trustee may at any time resign as Trustee hereunder by
written notice of its election so to do, delivered to the Sponsor, and such
resignation shall take

                                       26

<PAGE>

effect upon the appointment of a successor Trustee and its acceptance of such
appointment as hereinafter provided.

                (b) The Sponsor may remove the Trustee in its discretion by
written notice delivered to the Trustee in the manner provided in Section 7.5 at
least 90 days prior to the fifth anniversary of the date of this Agreement or,
thereafter, by written notice delivered to the Trustee at least 90 days prior to
the last day of any subsequent three-year period. If at any time the Trustee
ceases to be a Qualified Bank or is in material breach of its obligations under
this Agreement and the Trustee fails to cure such breach within 30 days after
receipt by the Trustee of written notice from the Sponsor or Registered Owners
acting on behalf of at least 25% of the outstanding Shares specifying such
default and requiring the Trustee to cure such default, the Sponsor, acting on
behalf of the Registered Owners, may remove the Trustee by written notice
delivered to the Trustee in the manner provided in Section 7.5, and such removal
shall take effect upon the appointment of a successor Trustee and its acceptance
of such appointment as hereinafter provided.

                (c) If the Trustee acting hereunder resigns or is removed, the
Sponsor, acting on behalf of the Registered Owners, shall use its reasonable
efforts to appoint a successor Trustee, which shall be a Qualified Bank. Every
successor Trustee shall execute and deliver to its predecessor and to the
Sponsor, acting on behalf of the Registered Owners, an instrument in writing
accepting its appointment hereunder, and thereupon such successor Trustee,
without any further act or deed, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor; but such predecessor,
nevertheless, upon payment of all sums due it and on the written request of the
Sponsor, acting on behalf of the Registered Owners, shall execute and deliver an
instrument transferring to such successor all rights and powers of such
predecessor hereunder, shall duly assign, transfer and deliver all right, title
and interest in the Trust Property to such successor, and shall deliver to such
successor a list of the Registered Owners of all outstanding Shares. The Sponsor
or any such successor Trustee shall

                                       27

<PAGE>

promptly mail notice of the appointment of such successor Trustee to the
Registered Owners.

                (d) Any corporation into which the Trustee may be merged,
consolidated or converted in a transaction in which the Trustee is not the
surviving corporation shall be the successor of the Trustee without the
execution or filing of any document or any further act. During the 90-day period
following the effectiveness of a merger, consolidation or conversion described
in the preceding sentence, the Sponsor may, by written notice to the Trustee,
remove the Trustee and designate a successor Trustee in compliance with the
provisions of subsection (c) above.

                Section 5.5.   The Custodian.

                The Custodian will be subject at all times and in all respects
to the directions of the Trustee and will be responsible solely to it. Any
Custodian may resign and be discharged from its duties by notice of such
resignation delivered to the Trustee at least 60 days prior to the date on which
such resignation is to become effective. If upon the effectiveness of such
resignation there would be no Custodian acting hereunder, the Trustee shall,
promptly after receiving such notice, with the written approval of the Sponsor
(which approval shall not be unreasonably withheld or delayed), appoint a
substitute custodian or custodians, each of which shall thereafter be a
Custodian hereunder. Whenever the Trustee in its discretion determines that it
is in the best interest of the Registered Owners to do so, it may with the
written approval of the Sponsor (which approval shall not be unreasonably
withheld or delayed), appoint a substitute or additional custodian or
custodians, which shall thereafter be one of the Custodians hereunder. After the
date of this Agreement, the Trustee shall not enter into or amend any custody
agreement with a Custodian without the written approval of the Sponsor (which
approval shall not be unreasonably withheld or delayed). Upon demand of the
Trustee any Custodian shall deliver such of the Gold held by it as are requested
of it to any other Custodian or such substitute or additional custodian or
custodians. Each such substitute or additional custodian shall deliver to the
Trustee, forthwith upon its

                                       28

<PAGE>

appointment, an acceptance of such appointment satisfactory in form and
substance to the Trustee.

                Upon the appointment of any successor Trustee hereunder, each
Custodian then acting hereunder shall forthwith become, without any further act
or writing, the agent hereunder of such successor Trustee and the appointment of
such successor Trustee shall in no way impair the authority of each Custodian
hereunder; but the successor Trustee so appointed shall, nevertheless, on the
written request of any Custodian, execute and deliver to such Custodian all such
instruments as may be proper to give to such Custodian full and complete power
and authority as agent hereunder of such successor Trustee.

                Section 5.6.   Indemnification.

                (a) The Sponsor shall indemnify the Trustee, its directors,
employees and agents (the "Trustee Indemnified Persons") against, and hold each
of them harmless from, any loss, liability, cost, expense or judgment
(including, but not limited to, the reasonable fees and expenses of counsel)
(collectively "Indemnified Amounts") that is incurred by any of them and that
arises out of or is related to (i) any offer or sale by the Trust of Baskets of
Shares under this Agreement, (ii) acts performed or omitted pursuant to the
provisions of this Agreement, as the same may be amended, modified or
supplemented from time to time, (A) by a Trustee Indemnified Person or (B) by
the Sponsor or (iii) any filings with or submissions to the Commission in
connection with or with respect to the Shares (which by way of illustration and
not by way of limitation, include any registration statement and any amendments
or supplements thereto filed with the Commission 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 Commission which
are required to be made in connection with or with respect to the Shares),
except that the Sponsor shall not have any obligations under this Section 5.6(a)
to pay Indemnified Amounts incurred as a result of and attributable to (x) the
negligence or bad faith of, or material breach of the terms of this Agreement
by, the

                                       29

<PAGE>


Trustee, (y) written information furnished in writing by the Trustee to the
Sponsor expressly for use in the registration statement, or any amendment
thereto, filed with the Commission relating to the Shares that is not materially
altered by the Sponsor or (z) any misrepresentations or omissions made by a
Depositor (other than the Sponsor) in connection with such Depositor's offer and
sale of Shares.



                (b) The Trustee shall indemnify the Sponsor, its directors,
employees and agents against, and hold each of them harmless from, any
Indemnified Amounts (i) caused by the negligence or bad faith of the Trustee or
(ii) arising out of any information furnished in writing to the Sponsor by the
Trustee expressly for use in the registration statement, or any amendment
thereto or periodic report, filed with the Commission relating to the Shares
that is not materially altered by the Sponsor.


                (c) If the indemnification provided for in Section 5.6(a) or (b)
is unavailable or insufficient to hold harmless the indemnified party under
subsection (a) or (b) above, then the indemnifying party shall contribute to the
Indemnified Amounts referred to in subsection (a) or (b) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Sponsor on the one hand and the Trustee on the other hand from the offering of
the Shares which are the subject of the action or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Sponsor on the one
hand and the Trustee on the other hand in connection with the action, statement
or omission which resulted in such Indemnified Amount as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether any untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
from which the action arises relates to information supplied by the Sponsor or
the Trustee and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission or the
act or omission from which the action arises. The amount of Indemnified Amounts
referred to in the first

                                       30

<PAGE>

sentence of this subsection (c) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (c).


                (d) The Sponsor and its shareholders, directors, officers,
employees, affiliates (as such term is defined under the Securities Act of 1933,
as amended) 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) 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 under this Agreement 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. Any amounts payable to a Sponsor Indemnified Party under
this Section 5.6(d) may be payable in advance or shall be secured by a lien on
the Trust. The Sponsor may, in its discretion, undertake any action which it may
deem necessary or desirable in respect of this Agreement and the rights and
duties of the parties hereto and the interests of the Registered Owners and, in
such event, the legal expenses and costs of any such actions shall be expenses
and costs of the Trust and the Sponsor shall be entitled to be reimbursed
therefor by the Trust.


                (e) If an action, proceeding (including, but not limited to, any
governmental investigation), claim or dispute (collectively, a "Proceeding") in
respect of which indemnity may be sought by either party is brought or asserted
against the other party, the party seeking indemnification (the "Indemnitee")
shall promptly (and in no event more than seven (7) days after receipt of notice
of such Proceeding) notify the party obligated to provide such indemnification
(the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so
notify the Indemnitor shall not impair the Indemnitee's

                                       31

<PAGE>

ability to seek indemnification from the Indemnitor (but only for costs,
expenses and liabilities incurred after such notice) unless such failure
adversely affects the Indemnitor's ability to adequately oppose or defend such
Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor
shall be entitled to participate in such Proceeding and, to the extent that it
shall so desire and provided no conflict of interest exists as specified in
clause (i) below and there are no other defenses available to Indemnitee as
specified in clause (iii) below, to assume the defense thereof with counsel
reasonably satisfactory to the Indemnitee (in which case all attorney's fees and
expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith
defend the Indemnitee). The Indemnitee shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but,
in such case, no fees and expenses of such counsel shall be borne by the
Indemnitor unless such fees and expenses are otherwise required to be
indemnified under Section 5.06(a), (b) or (d), as applicable, and (i) there is
such a conflict of interest between the Indemnitor and the Indemnitee as would
preclude, in compliance with the ethical rules in effect in the jurisdiction in
which the Proceeding was brought, one lawyer from representing both parties
simultaneously, (ii) the Indemnitor fails, within the earlier of (x) twenty (20)
days following receipt of notice of the Proceeding from the Indemnitee or (y)
seven (7) days prior to the date the first response or appearance is required to
be made in such Proceeding, to assume the defense of such Proceeding with
counsel reasonably satisfactory to the Indemnitee or (iii) there are legal
defenses available to Indemnitee that are different from or are in addition to
those available to the Indemnitor. No compromise or settlement of such
Proceeding may be effected by either party without the other party's consent
unless (m) there is no finding or admission of any violation of law and no
effect on any other claims that may be made against such other party and (n) the
sole relief provided is monetary damages that are paid in full by the party
seeking the settlement. Neither party shall have any liability with respect to
any compromise or settlement effected without its consent, which shall not be
unreasonably withheld. The Indemnitor shall have no obligation to indemnify and
hold harmless the Indemnitee from any loss, expense or liability incurred by the
Indemnitee as

                                       32

<PAGE>

a result of a default judgment entered against the Indemnitee unless such
judgment was entered after the Indemnitor agreed, in writing, to assume the
defense of such Proceeding.

                Section 5.7.   Charges of Trustee.

                (a)     Each Depositor, and each person surrendering Shares for
the purpose of withdrawing Trust Property, shall pay to the Trustee a fee of
$1,000 or less per transaction for the Delivery of Shares pursuant to Section
2.4 and the Surrender of Baskets of Shares pursuant to Section 2.6 or 6.2.

                (b)     The Trustee is entitled to receive from the Sponsor fees
for its services and reimbursement for its out-of-pocket expenses in accordance
with written agreements between the Sponsor and the Trustee.

                (c)     The Trustee is entitled to charge the Trust for all
expenses and disbursements incurred by it under Section 5.12(a) or that are of
the type described in Sections 4.7(a)(2) or (3) of this Agreement (including the
fees and disbursements of its legal counsel), except that the Trustee is not
entitled to charge the Trust for (i) expenses and disbursements incurred by it
prior to the commencement of trading of Shares on the Exchange and (ii) fees of
agents for performing services the Trustee is required to perform under this
Agreement.

                Section 5.8.   Charges of Sponsor.

                (a)     The Sponsor is entitled to receive from the Trust, as an
expense of the Trust, a fee for services that will accrue daily at an annualized
rate of 0.40% of Adjusted Net Asset Value and will be payable monthly in
arrears.

                (b)     The Sponsor is entitled to receive reimbursement from
the Trust for all expenses and disbursements incurred by it under the last
sentence of Section 5.6(d) or that are of the type described in Sections
4.7(a)(2), (3) or (4) of this Agreement, except that the Sponsor is not entitled
to charge the Trust for (i) expenses and

                                       33

<PAGE>

disbursements incurred by it prior to the commencement of trading of Shares on
the Exchange and (ii) fees of agents for performing services the Sponsor is
required to perform under this Agreement.

                Section 5.9.   Retention of Trust Documents.

                The Trustee is authorized to destroy those documents, records,
bills and other data compiled during the term of this Agreement at the times
permitted by the laws or regulations governing the Trustee, unless the Sponsor
reasonably requests the Trustee in writing to retain those items for a longer
period.

                Section 5.10.  Federal Securities Law Filings.


                (a) The Sponsor shall (i) prepare and file a registration
statement with the Commission and take such action as is necessary from time to
time to qualify the 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 notify the Trustee
of any amendment or supplement to the registration statement or prospectus, of
any order preventing or suspending the use of any prospectus, of any request for
the amending or supplementing of the registration statement or prospectus or if
any event or circumstance occurs which is known to the Sponsor as a result of
which the registration statement or prospectus, as then amended or supplemented,
would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, (iii) provide the
Trustee from time to time with copies, including copies in electronic form, of
the prospectus, as amended and supplemented, in such quantities as the Trustee
may reasonably request and (iv) prepare and file any periodic reports or updates
that may be required under the Securities Exchange Act of 1934, as amended. The
Trustee shall furnish to the Sponsor any information from the records of the
Trust that the Sponsor reasonably requests in writing


                                       34

<PAGE>

that is needed to prepare any filing or submission that the Sponsor or the Trust
is required to make under the federal securities laws of the United States.


                (b) The Sponsor shall have all necessary and exclusive power and
authority to (i) from time to time adopt, implement or amend such disclosure
controls and procedures as are necessary or desirable, in the Sponsor's
reasonable judgment, to ensure compliance with the disclosure and ongoing
reporting obligations under any applicable securities laws; (ii) appoint and
remove the auditors of the Trust; and (iii) seek from the relevant securities or
other regulatory authorities such relief, clarification or other action as the
Sponsor shall deem necessary or desirable regarding the disclosure or financial
reporting obligations of the Trust.


                Section 5.11.  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 Shares, a copy of the relevant prospectus, as most recently
furnished to the Trustee by the Sponsor, to each Depositor.

                Section 5.12.  Discretionary Actions by Trustee; Consultation.

                (a)     The Trustee may, in its discretion, undertake any action
that it considers necessary or desirable to protect the Trust or the interests
of the Registered Owners. The expenses incurred by the Trustee in connection
with taking any action under the preceding sentence (including the fees and
disbursements of legal counsel) shall be expenses of the Trust, and the Trustee
shall be entitled to be reimbursed for those expenses by the Trust.

                (b)     The Trustee shall notify and consult with the Sponsor
before undertaking any action under subsection (a) above or if the Trustee
becomes aware of any development or event that affects the administration of the
Trust but is not contemplated or provided for in this Agreement.

                (c)     The Sponsor shall notify and consult with the Trustee
before undertaking any action under the last sentence of Section 5.6(d) or if
the Sponsor becomes aware of any development or event that affects the
administration of the Trust but is not contemplated or provided for in this
Agreement.

                                       35

<PAGE>

                                    ARTICLE 6

                            AMENDMENT AND TERMINATION

                Section 6.1.   Amendment.

                The Trustee and the Sponsor may amend any provisions of this
Agreement without the consent of any Registered Owner. Any amendment that
imposes or increases any fees or charges (other than taxes and other
governmental charges, registration fees or other such expenses), or that
otherwise prejudices any substantial existing right of the Registered Owners
will not become effective as to outstanding Shares until 30 days after notice of
such amendment is given to the Registered Owners. Every Registered Owner and
Beneficial Owner, at the time any amendment so becomes effective, shall be
deemed, by continuing to hold any Shares or an interest therein, to consent and
agree to such amendment and to be bound by this Agreement as amended thereby. In
no event shall any amendment impair the right of the Registered Owner of Shares
to Surrender Baskets of Shares and receive therefor the amount of Trust Property
represented thereby, except in order to comply with mandatory provisions of
applicable law.

                Section 6.2.   Termination.

                (a) The Trustee shall set a date on which this Agreement will
terminate and mail notice of that termination to the Registered Owners at least
30 days prior to the date set for termination if any of the following occurs:

                (i)     The Trustee is notified that the Shares are delisted
from a national securities exchange and are not approved for listing on another
national securities exchange within five business days of their delisting;

                (ii)    Registered Owners acting in respect of at least 75% of
the outstanding Shares notify the Trustee that they elect to terminate the
Trust;

                                       36

<PAGE>

                (iii)   60 days have elapsed since the Trustee notified the
Sponsor of the Trustee's election to resign and a successor trustee has not been
appointed and accepted its appointment as provided in Section 5.4;

                (iv)    the Commission determines that the Trust is an
investment company under the Investment Company Act of 1940, as amended, and the
Trustee has actual knowledge of such Commission determination;


                (v)     the aggregate market capitalization of the Trust, based
on the closing price for the Shares, was less than $350 million for five
consecutive trading days and the Trustee receives, within six months after the
last of those trading days, notice from the Sponsor of its decision to terminate
the Trust;


                (vi)    the CFTC determines that the Trust is a commodity pool
under the Commodity Exchange Act of 1936, as amended, and the Trustee has actual
knowledge of that determination; or

                (vii)   the Trust fails to qualify for treatment, or ceases to
be treated, for United States federal income tax purposes, as a grantor trust,
and the Trustee receives notice from the Sponsor that the Sponsor determines
that, because of that tax treatment or change in tax treatment, termination of
the Trust is advisable.


                (b)     If no event specified in subsection (a) above occurs
first, the Trust shall terminate on __________, 2045, and the Trustee shall mail
a notice of that impending termination to the Registered Owners at least 30 days
before that anniversary.


                (c) On and after the date of termination of this Agreement, the
Registered Owner of Shares will, upon (i) Surrender of those Shares, (ii)
payment of the fee of the Trustee for the Surrender of Shares provided in
Section 5.7, and (iii) payment of any applicable taxes or other governmental
charges, be entitled to Delivery, to him or upon his order, of the amount of
Trust Property represented by those Shares. The Trustee shall not accept any
deposits of Gold after the date of termination of this Agreement. If

                                       37

<PAGE>

any Shares remain outstanding after the date of termination of this Agreement,
the Trustee thereafter shall discontinue the registration of transfers of
Shares, shall not make any distributions to Registered Owners, and shall not
give any further notices or perform any further acts under this Agreement,
except that the Trustee shall continue to collect distributions pertaining to
Trust Property and hold the same uninvested and without liability for interest,
pay the Trust's expenses and sell Gold as necessary to meet those expenses and
shall continue to deliver Trust Property, together with any distributions
received with respect thereto and the net proceeds of the sale of any other
property, in exchange for Shares Surrendered to the Trustee (after deducting or
upon payment of, in each case, the fee of the Trustee set forth in 5.7 for the
Surrender of Shares, any expenses for the account of the Registered Owner of
such Shares in accordance with the terms and conditions of this Agreement, and
any applicable taxes or other governmental charges). At any time after the
expiration of 90 days following the date of termination of this Agreement, the
Trustee may sell the Trust Property then held under this Agreement and may
thereafter hold uninvested the net proceeds of any such sale, together with any
other cash then held by it under this Agreement, unsegregated and without
liability for interest, for the pro rata benefit of the Registered Owners of
Shares that have not theretofore been Surrendered, such Registered Owners
thereupon becoming general creditors of the Trustee with respect to such net
proceeds. After making such sale, the Trustee shall be discharged from all
obligations under this Agreement, except to account for such net proceeds and
other cash (after deducting, in each case, any fees, expenses, taxes or other
governmental charges payable by the Trust, the fee of the Trustee for the
Surrender of Shares and any expenses for the account of the Registered Owner of
such Shares in accordance with the terms and conditions of this Agreement, and
any applicable taxes or other governmental charges). Upon the termination of
this Agreement, the Sponsor shall be discharged from all obligations under this
Agreement except for its obligations to the Trustee under Section 5.6. Sections
5.6, 5.7 and 5.8 shall survive termination of this Agreement.

                                       38

<PAGE>

                                    ARTICLE 7

                                  MISCELLANEOUS

                Section 7.1.   Counterparts.

                This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of such counterparts shall
constitute one and the same instrument. Copies of this Agreement shall be filed
with the Trustee and shall be open to inspection by any Registered Owner during
the Trustee's business hours.

                Section 7.2.   Third-Party Beneficiaries.

                This Agreement is for the exclusive benefit of the parties
hereto, and shall not be deemed to give any legal or equitable right, remedy or
claim whatsoever to any other person.

                Section 7.3.   Severability.

                In case any one or more of the provisions contained in this
Agreement should be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions of this
Agreement shall in no way be affected, prejudiced or disturbed thereby.

                Section 7.4.   Registered Owners, Beneficial Owners and
Depositors as Parties; Binding Effect.

                The Registered Owners, Beneficial Owners and Depositors from
time to time shall be parties to this Agreement and shall be bound by all of the
terms and conditions hereof by their acceptance of Shares or any interest
therein or by their depositing Gold, as the case may be.

                                       39

<PAGE>

                Section 7.5.   Notices.

                (a) All notices given under this Agreement must be in writing.

                (b) Any and all notices to be given to the Trustee or the
Sponsor shall be deemed to have been duly given (i) when it is actually
delivered by a messenger or recognized courier service, (ii) five days after it
is mailed by registered or certified mail, postage paid or (iii) when receipt of
a facsimile transmission is acknowledged via a return receipt or receipt
confirmation as requested by the original transmission, in each case to or at
the address set forth below:

To the Trustee:

        THE BANK OF NEW YORK
        101 Barclay Street, 22-W
        New York, New York 10286
        Attention: ADR Administration
        Fax: 212-571-3050

or any other place to which the Trustee may have transferred its Corporate Trust
Office with notice to the Sponsor.

To the Sponsor:

        BARCLAYS GLOBAL INVESTORS, N.A.
        45 Fremont Street
        San Francisco, California 94105
        Attention:  ______________________
        Facsimile:  ______________________
        __________________________________
        __________________________________
        __________________________________

or any other place to which the Sponsor may have transferred its principal
office with notice to the Trustee.

                (c) Any and all notices to be given to a Registered Owner shall
be deemed to have been duly given (i) when actually delivered by messenger or a
recognized courier service, (ii) when mailed, postage prepaid or (iii) when sent
by facsimile transmission confirmed by letter, in each case at or to the address
of such Registered Owner as it

                                       40

<PAGE>

appears on the transfer books of the Trustee, or, if such Registered Owner shall
have filed with the Trustee a written request that any notice or communication
intended for such Registered Owner be delivered to some other address, at the
address designated in such request.

                Section 7.6.   Agent for Service; Submission to Jurisdiction.

                The Sponsor hereby (i) irrevocably designates and appoints
Barclays Bank PLC, New York Branch, General Counsel's Office, located at 200
Park Avenue, 4th Floor, New York, New York 10166, in the State of New York, as
the Sponsor's authorized agent upon which process may be served in any suit or
proceeding arising out of or relating to the Shares, the Trust Property or this
Agreement, (ii) consents and submits to the jurisdiction of any state or federal
court in The City of New York, State of New York, in which any such suit or
proceeding may be instituted, and (iii) agrees that service of process upon said
authorized agent shall be deemed in every respect effective service of process
upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver,
upon the execution and delivery of this Agreement, a written acceptance by such
agent of its appointment as such agent. The Sponsor further agrees to take any
and all action, including the filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment in
full force and effect for so long as any Shares remain outstanding or this
Agreement remains in force. In the event the Sponsor fails to continue such
designation and appointment in full force and effect, the Sponsor hereby waives
personal service of process upon it and consents that any such service of
process may be made by certified or registered mail, return receipt requested,
directed to the Sponsor at its address last specified for notices hereunder, and
service so made shall be deemed completed five (5) days after the same shall
have been so mailed.

                                       41

<PAGE>

                Section 7.7.   Governing Law.

                This Agreement shall be interpreted under, and all rights and
duties under this Agreement shall be governed by, the internal substantive laws
(but not the choice of law rules) of the State of New York.

                                       42

<PAGE>


                IN WITNESS WHEREOF, BARCLAYS GLOBAL INVESTORS, N.A. and THE BANK
OF NEW YORK have duly executed this Depositary Trust Agreement as of the day and
year first set forth above.


                                            BARCLAYS GLOBAL INVESTORS, N.A.


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


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


                                            THE BANK OF NEW YORK,
                                             as Trustee


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title: Vice President

                                       43

<PAGE>

                                                                       EXHIBIT A

                              [Form of Certificate]

THE SHARES EVIDENCED HEREBY REPRESENT RIGHTS WITH RESPECT TO UNDERLYING TRUST
PROPERTY (AS DEFINED IN THE DEPOSITARY TRUST AGREEMENT REFERRED TO HEREIN) HELD
BY THE TRUST AND DO NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND ARE
NOT GUARANTEED BY THE SPONSOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE SHARES NOR THE UNDERLYING TRUST PROPERTY ARE INSURED
UNDER ANY AGREEMENT THAT DIRECTLY BENEFITS THE TRUST OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR ANY OTHER PERSON.

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

                                        1

<PAGE>

                         iSHARES COMEX GOLD TRUST SHARES
                                    ISSUED BY
                            iSHARES COMEX GOLD TRUST
                                  REPRESENTING
           FRACTIONAL INTERESTS IN DEPOSITED GOLD AND ANY OTHER TRUST
                                    PROPERTY

                        THE BANK OF NEW YORK, as Trustee

No.____                                                                 * Shares

                                                             CUSIP: ____________

        THE BANK OF NEW YORK, as Trustee (hereinafter called the Trustee),
hereby certifies that CEDE & CO., as nominee of the Depository Trust Company, or
registered assigns, IS THE OWNER OF * Shares issued by iShares COMEX Gold Trust,
each representing a fractional undivided interest in the net assets of the
Trust, as provided in the Agreement referred to below. At the time of delivery
of the Agreement, each 50,000 Shares represented an interest in 5,000 Fine
Ounces of Gold that are deposited under the Agreement and held by the Custodian
referred to in the Agreement. The amount of Gold in which each 50,000 Shares
represents an interest will decline over time as provided in the Agreement. The
Trustee's Corporate Trust Office is located at a different address than its
principal executive office. Its Corporate Trust Office is located at 101 Barclay
Street, New York, New York 10286, and its principal executive office is located
at One Wall Street, New York, New York 10286.


        This Certificate is issued upon the terms and conditions set forth in
the Depositary Trust Agreement dated as of _________, 2005 (the "Agreement")
among Barclays Global Investors, N.A. (herein called the Sponsor), the Trustee,
all Registered Owners and Beneficial Owners from time to time of Shares issued
thereunder and all Depositors. By becoming a Registered Owner or Beneficial
Owner, or by depositing Gold, a Person becomes a party to the Agreement and is
bound by all the terms and conditions of the Agreement. The Agreement sets forth
the rights of Depositors and Registered Owners and the rights and duties of the
Trustee and the Sponsor. Copies of the Agreement are on file at the Trustee's
Corporate Trust Office in New York City.


- ----------

*       That number of Shares held at The Depository Trust Company at any given
        point in time.

                                        2

<PAGE>

        The Agreement is hereby incorporated by reference into and made a part
of this Certificate as if set forth in full in this place. Capitalized terms not
defined herein shall have the meanings set forth in the Agreement.

        This Certificate shall not be entitled to any benefits under the
Agreement or be valid or obligatory for any purpose unless it is executed by the
Trustee by the manual or facsimile signature of a duly authorized signatory of
the Trustee and, if a Registrar (other than the Trustee) for the Shares shall
have been appointed, countersigned by the manual signature of a duly authorized
officer of the Registrar.

Dated:                                            THE BANK OF NEW YORK,
       ---------------------                       as Trustee


                                                  By:
                                                     ---------------------------

                 THE TRUSTEE'S CORPORATE TRUST OFFICE ADDRESS IS
                  101 BARCLAY STREET, NEW YORK, NEW YORK 10286

                                        3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4.2
<SEQUENCE>4
<FILENAME>dex9942.txt
<DESCRIPTION>FORM OF AUTHORIZED PARTICIPANT AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.2

                    FORM OF AUTHORIZED PARTICIPANT AGREEMENT


AUTHORIZED PARTICIPANT AGREEMENT (this "Agreement") dated as of [ ] among (i)
[XYZ], a [ ] organized under the laws of [ ] (the "Authorized Participant"),
(ii) The Bank of New York, a New York Banking corporation acting in its capacity
as trustee (in such capacity, the "Trustee") of the [ABC] trust (the "Trust"), a
trust created under New York law pursuant to the provisions of the Depositary
Trust Agreement (the "Trust Agreement") dated [ ], between the Trustee and
Barclays Global Investors, N.A., a national banking association, in its capacity
as sponsor of the Trust (in such capacity, the "Sponsor"), and (iii) the
Sponsor.


                                 R E C I T A L S

         A.       Pursuant to the provisions of the Trust Agreement, the Trust
may from time to time issue or redeem equity securities representing an interest
in the assets of the Trust ("iShares"), in each case only in aggregate amounts
of [ ] (such aggregate amount, a "Basket"), and integral multiples thereof, and
only in transactions with a party who, at the time of the transaction, shall
have signed and in effect an Authorized Participant Agreement with the Trust.

         B.       [XYZ] has requested to become an "Authorized  Participant"
with respect to the Trust (as such term is defined in the Trust Agreement), and
the Sponsor and the Trustee have agreed to such request.

         NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties, hereto, intending to be legally bound, agree as
follows:

         Section 1. Procedures. The Authorized Participant will purchase or
redeem Baskets of iShares of the Trust in compliance with the Trust Agreement as
supplemented by the Creation and Redemption Procedures attached to this
Agreement as Schedule 1 (such procedures, as the same may be amended or modified
from time to time in compliance with the provisions hereof and thereof, the
"Procedures"), using the form attached thereto as Annex I in the case of an
order to purchase one or more Baskets of iShares (the "Purchase Order"), or the
form attached thereto as Annex II in case of an order to redeem one or more
Baskets of iShares (the "Redemption Order"). All Purchase Orders and Redemption
Orders (collectively, "Orders") shall be placed and executed in accordance with
the Trust Agreement as supplemented by the Procedures.

         Section 2. Incorporation of Standard Terms. The Standard Terms attached
hereto as Schedule 2 are hereby incorporated by reference into, and made a part
of, this Agreement.

         Section 3. Conflicts Rules. In case of any inconsistency between the
provisions of this Agreement and the Trust Agreement, the provisions of the
Trust Agreement shall control. In case of inconsistency between the provisions
incorporated by reference into this Agreement pursuant to Section 2 above and
any other provision of this Agreement, the latter will control.

         Section 4. Authorized Representatives. Pursuant to Section 2.01 of the
Standard Terms, attached hereto as Schedule 3 is a certificate listing the
Authorized Representatives of the Authorized Participant.

         Section 5. Notices. Except as otherwise specifically provided in the
Procedures, all notices required or permitted to be given pursuant hereto shall
be given in writing and delivered by personal delivery or by postage prepaid
registered or certified United States first class mail, return

<PAGE>

receipt requested, or by telex, telegram or facsimile or similar means of same
day delivery (with a confirming copy by mail) addressed as follows:

                (i)      If to the Trustee:

                         The Bank of New York 101 Barclay Street -- Floor 6E
                         New York, NY 10286 Attn:
                         Telephone:
                         Facsimile:

                (ii)     If to the Sponsor:


                         Barclays Global Investors, N.A.
                         45 Fremont Street
                         San Francisco, CA 94105
                         Attn: Product Management Team,
                               Intermediary Investors and
                               Exchange Traded Products Department
                         Telephone: (415) 402-4671
                         Facsimile: (415) 618-5097


                         with a copy to:


                         Barclays Global Investors, N.A.
                         45 Fremont Street
                         San Francisco, CA 94105
                         Attn:  Legal Department
                         Telephone:
                         Facsimile:


                (iii)    If to the Authorized Participant:

                         [XYZ]
                         [Address]
                         [City, State, ZIP]
                         Attn:
                         Telephone:
                         Facsimile:

or to such other address as any of the parties hereto shall have communicated in
writing to the remaining parties in compliance with the provisions hereof.


                Section 6. Effectiveness, Termination and Amendment. This
Agreement shall become effective upon execution and delivery by each of the
parties hereto. This Agreement may be terminated at any time by any party upon
sixty days prior written notice to the other parties and may be terminated
earlier by the Trustee or the Sponsor at any time on the event of a breach by
the Authorized Participant of any provision of this Agreement (including the
Standard Terms incorporated by Section 2 hereof) or the Procedures. This
Agreement supercedes any prior agreement between or among the parties concerning
the matters governed hereby. This Agreement may be amended by the Trustee and
the Sponsor from time to time without the consent of the Authorized Participant
or any Beneficial Owner by the following procedure: the Trustee or the Sponsor
will mail a copy of the amendment to the Authorized Participant in compliance
with the notice provisions of this Agreement; if the Authorized Participant does
not object in writing to the amendment within ten (10) Business Days after
receipt of the proposed amendment, the amendment will become part of this
Agreement in accordance with its terms.

                Section 7. Governing Law. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of New York. The
parties irrevocably submit to the non-exclusive jurisdiction of any New York
State or United States Federal court sitting in New York City over any suit,
action or proceeding arising out of, or relating to, this Agreement.

                Section 8. Assignment. No party to this Agreement shall assign
any rights, or delegate the performance of any obligations, arising hereunder
without the prior written consent of the other parties hereto; provided, that
any into which a party hereto may be merged or converted, or with which it may
be consolidated, or any entity resulting from any merger, consolidation or
conversion to which a party hereunder shall be a party, shall be the successor
of such party hereto. Any purported assignment or delegation in violation of
these provisions shall be null and void. Notwithstanding the foregoing, any
successor Trustee appointed in compliance with the Trust Agreement shall
automatically become a party hereto and shall assume all the obligations, and be
entitled to all the rights and remedies of the Trustee hereunder.

                Section 9. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.


                                        2

<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this Authorized Participant
Agreement as of the date set forth above.


THE BANK OF NEW YORK, in its capacity as
Trustee of the [ABC] Trust,

By:
    ------------------------------
    NAME:
    TITLE:

BARCLAYS GLOBAL INVESTORS, N.A., in
its capacity as Sponsor

By:                                         By:
    ------------------------------              --------------------------------
    NAME:                                       NAME:
    TITLE:                                      TITLE:

[XYZ]

By: ------------------------------
    NAME:
    TITLE:

                                        3

<PAGE>

                                   Schedule 1

                       CREATION AND REDEMPTION PROCEDURES

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I        DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION......1

     Section 1.01.  Definitions...............................................1

     Section 1.02.  Interpretation............................................3

     Section 1.03.  Conflicts.................................................3

ARTICLE II      CREATION PROCEDURES...........................................3

     Section 2.01.  Initial Creation of iShares...............................3

     Section 2.02.  Subsequent Creation of iShares............................3

ARTICLE III     REDEMPTION PROCEDURES.........................................5

     Section 3.01.  Redemption of iShares.....................................5

                                       -i-

<PAGE>

                            iSHARES COMEX GOLD TRUST

                       CREATION AND REDEMPTION PROCEDURES


 adopted by the Sponsor and the Trustee (each as defined below) as of [ ], 2005


                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.01.     Definitions.  For purposes of these Procedures,
unless the context otherwise requires, the following terms will have the
following meanings:


"Authorized Participant" shall have the meaning ascribed to the term in the
introductory paragraph to the Authorized Participant Agreement.

"Authorized Participant Agreement" shall mean the Authorized Participant
Agreement to which these Procedures are attached as Schedule 1.


"Authorized Representative" shall mean, with respect to an Authorized
Participant, each individual who, pursuant to the provisions of the Authorized
Participant Agreement between such Authorized Participant and the Trustee, has
the power and authority to act on behalf of the Authorized Participant in
connection with the placement of Purchase Orders or Redemption Orders and is in
possession of the personal identification number (PIN) assigned by the Trustee
for use in any communications regarding Purchase or Redemption Orders on behalf
of such Authorized Participant.

"Basket" shall have the meaning ascribed to the term in Section 1.1 of the Trust
Agreement.

"Basket Gold Amount" shall have the meaning ascribed to the term in Section 1.1
of the Trust Agreement.

"Business Day" shall have the meaning ascribed to the term in Section 1.1 of the
Trust Agreement.

"COMEX" means Commodity Exchange, Inc., a subsidiary of New York Mercantile
Exchange, Inc.

"COMEX Relevant Price" shall have the meaning ascribed to the term in Section
1.1 of the Trust Agreement.

"Creation" means the process that begins when an Authorized Participant first
indicates to the Trustee its intention to purchase one or more Baskets pursuant
to these Procedures and concludes with the issuance by the Trustee and Delivery
to such Authorized Participant of the corresponding number of iShares.

"Creation and Redemption Line" shall mean a telephone number designated as such
by the Trustee and communicated to each Authorized Participant in compliance
with the notice provisions of the respective Authorized Participant Agreement.

"Custodial Account" shall mean the account established by the Trustee with the
Custodian pursuant to the Custodian Agreement.

"Custodian Day" shall mean a day on which the facilities at which a Delivery of
Gold is to take place to or by the Custodian on behalf of the Trust are open for
business.


"Custodian" shall mean [ ], a [ ] organized under the laws of [ ], in its
capacity as custodian under the Custodian Agreement, and any successor thereto
or additional custodian appointed in compliance with the provisions of the Trust
Agreement and the Custodian Agreement.


                                      S1-1

<PAGE>

"Custodian Agreement" shall mean the Custodian Agreement dated [ ], 200[ ] by
and between the Trustee and the Custodian.

"Delivery" shall mean a delivery of Gold or Shares, as applicable, in each case
effected according to the definition of "Deliver" in Section 1.1 of the Trust
Agreement.

"DTC" shall mean The Depository Trust Company, its nominees and their respective
successors.

"Fine Ounces" shall have the meaning ascribed to the term in Section 1.1 of the
Trust Agreement.

"Gold" shall have the meaning ascribed to the term in Section 1.1 of the Trust
Agreement.

"iShares" shall mean shares issued by the Trustee representing fractional,
undivided interests in the net assets of the Trust.

"Initial Creation" shall mean the initial creation of iShares pursuant to the
provisions of Section 2.01.

"Order Cut-Off Time" shall have the meaning ascribed to the term in Section 1.1
of the Trust Agreement.

"Order Date" shall have, (i) with respect to a Purchase Order, the meaning
ascribed to the term in Section 2.3 of the Trust Agreement; and (ii) with
respect to a Redemption Order, the meaning ascribed to the term in Section 2.6
of the Trust Agreement.

"Purchase Order" shall mean an order to purchase one or more Baskets in the form
attached hereto as Annex I.

"Redemption Order" shall mean an order to redeem one or more Baskets in the form
attached hereto as Annex II.

"Sponsor" shall mean Barclays Global Investors, N.A., a national banking
association, in its capacity as sponsor under the Trust Agreement.

"Trustee" shall mean The Bank of New York, a New York banking corporation, in
its capacity as Trustee under the Trust Agreement, and any successor thereto in
compliance with the provisions thereof.

"Trust" shall mean the iShares COMEX Gold Trust, a trust governed by the
provisions of the Trust Agreement.

"Trust Agreement" shall mean the Depositary Trust Agreement dated [ ], 200[ ]
among the Trustee, the Sponsor, all owners and beneficial owners from time to
time of iShares and all depositors.

"Unallocated Basis" shall have the meaning ascribed to the term in Section 1.1
of the Trust Agreement.

         Section 1.02.     Interpretation.  In these Procedures:

         Unless otherwise indicated, all references to Sections, clauses,
paragraphs, schedules or exhibits, are to Sections, clauses, paragraphs,
schedules or exhibits in or to these Procedures.

         The words "hereof", "herein", "hereunder" and words of similar import
shall refer to these Procedures as a whole, and not to any individual provision
in which such words may appear.

                                      S1-2

<PAGE>

         A reference to any statute, law, decree, rule, regulation or other
applicable norm shall be construed as a reference to such statute, law, decree,
rule, regulation or other applicable norm as re-enacted, re-designated or
amended from time to time.

         A reference to any agreement, instrument or document shall be construed
as a reference to such agreement, instrument or document as the same may have
been amended from time to time in compliance with the provisions thereof.

         Section 1.03.     Conflicts.    In case of conflict between any
provision of these Procedures and the terms of the Trust Agreement, the terms of
the Trust Agreement shall control.

                                   ARTICLE II

                               CREATION PROCEDURES

         Section 2.01.     Initial Creation of iShares. The initial creation of
iShares will take place in compliance with such procedures as the Trustee, the
Sponsor and the initial Depositor may agree.

         Section 2.02.     Subsequent Creation of iShares. After the Initial
Creation, the issuance and Delivery of iShares shall take place only in integral
numbers of Baskets in compliance with the following rules:

         a.       Authorized Participants wishing to acquire from the Trustee
one or more Baskets shall place a Purchase Order with the Trustee no later than
4:00 p.m. (New York time) on any Business Day; provided, however, that only
Purchase Orders received by the Trustee prior to the Order Cut-Off Time on a
Business Day on which a COMEX Relevant Price is announced shall have such
Business Day as the Order Date. Purchase Orders received by the Trustee on or
after the Order Cut-Off Time on a Business Day, or on a Business Day on which
COMEX does not announce a COMEX Relevant Price, shall be considered received at
the opening of business on the next Business Day on which a COMEX Relevant Price
is announced and shall have as their Order Date such next Business Day.

         b.       For purposes of paragraph "a" above, a Purchase Order shall be
deemed "received" by the Trustee only when each of the following has occurred:

                  (i)      An Authorized Representative shall have placed a
telephone call to the Trustee's Creation and Redemption Line informing the
Trustee that the Authorized Participant wishes to place a Purchase Order for a
specified number of Baskets, and the location or locations where the Authorized
Participant intends to make Delivery of the Basket Gold Amount corresponding to
each Basket (such locations to be limited to those where, in compliance with the
Custodian Agreement, the Custodian is authorized to hold Gold on behalf of the
Trust).

                  (ii)     Within one hour following such telephone call, the
Trustee shall have received, via facsimile or electronic mail message, a duly
completed, irrevocable Purchase Order executed by an Authorized Representative
of such Authorized Participant.

         c.       The Trustee will ask the Custodian to confirm whether delivery
can be made at the locations indicated by the Authorized Participant. The
Custodian shall have no obligation to take delivery if the Custodian confirms to
the Trustee that it cannot take delivery because of lack of capacity. For
purposes of the foregoing sentence, there will be a lack of capacity if, after
giving effect to the proposed delivery, the amount of Gold held at the relevant
location would exceed: (i) the maximum amount of Gold

                                      S1-3

<PAGE>

that can be physically stored in vaults available to the Custodian at such
location or, in the case of Gold held for the Custodian at The Bank of England,
the maximum amount of Gold belonging to the Trust that the Custodian has agreed
to accept at that facility; and (ii) the maximum amount of gold that can be
physically accepted on a given date at vaults available to the Custodian in the
relevant location. The Custodian will also be deemed to lack "capacity" to
accept additional Gold if, after giving effect to a new delivery, the value of
Gold held in the Custodial Account would exceed $2 billion.

         d.       Before accepting a Purchase Order, the Trustee shall make sure
that there exists at least one location at which the Authorized Participant is
willing to Deliver, and the Custodian is capable of accepting, the requisite
amount of Gold in connection with such Purchase Order. Should the Trustee elect
to accept the Purchase Order, it shall communicate its decision by sending to
the Authorized Participant (with copies to the Custodian at the offices of the
Custodian in New York and at each location at which the Authorized Participant
will be expected to Deliver Gold pursuant to "c" above), via facsimile or
electronic mail message, no later than 5:00 p.m. (New York time) on the Order
Date for such Purchase Order a copy of the corresponding Purchase Order endorsed
"Accepted" by the Trustee and indicating the Basket Gold Amount that the
Authorized Participant shall Deliver to the Custodian in respect of each Basket.
Prior to the transmission of the Trustee's acceptance as specified above, a
Purchase Order will only represent the Authorized Participant's unilateral offer
to deposit Gold in exchange for Baskets of iShares and will have no binding
effect upon the Trust, the Trustee, the Custodian or any other party.


         e.       Unless waived by the Trustee, the Authorized Participant will
be responsible for the cost of transportation of Gold to the location where it
is to be Delivered, as well as for the cost of transportation of any Gold that
has to be removed from a location at which the Authorized Participant wishes to
make Delivery in order to make capacity available for such Delivery at such
location. The Basket Gold Amount corresponding to each Basket must be delivered
at the locations specified by the Custodian. If the location so specified by the
Custodian is not The Bank of England, delivery of the Basket Gold Amount must be
made no later than 11:30 a.m. (local time at the place of Delivery) on the first
Custodian Day following the Order Date. If the location so specified by the
Custodian is The Bank of England, delivery of the Basket Gold Amount must be
made no later than 11:30 a.m. (London time) on the third Custodian Day following
the Order Date. If the location specified by the Custodian is not The Bank of
England, delivery may be made for deposit either in the Trustee's Custodial
Account or in an account of the Authorized Participant with the Custodian. If
the location specified by the Custodian is The Bank of England, delivery must be
for deposit in the Custodian's account at The Bank of England. If delivery is
made for deposit in the Authorized Participant's account with the Custodian, it
will be accompanied by an irrevocable order to the Custodian authorizing the
transfer of the Gold so delivered to the Trustee's Custodial Account against the
delivery by the Trustee of the corresponding number of iShares as provided in
paragraph "h" or "i" below, as applicable. The Authorized Participant shall
contact the Custodian to obtain information regarding the location of the
facilities where Delivery shall take place. The Custodian shall take all
necessary measures to ensure that the facilities at which Delivery is to take
place in respect of a Purchase Order are prepared to take such Delivery no later
than 11:30 a.m. (local time at the place of Delivery) on the first Custodian Day
following the applicable Order Date.

         f.       Gold shall be Delivered to the Custodian in the form of Gold
bars only and must be accompanied by the corresponding bar list; provided, that
an amount of Gold not exceeding 430 Ounces may be Delivered to the Custodian on
an Unallocated Basis. Gold that has been Delivered to the Custodian no later
than 11:30 a.m. (local time at the place of Delivery) on a Custodian Day shall
be allocated by the Custodian to the Trustee's Custodial Account no later than
9:00 a.m. (New York time) (A) on the date of such Delivery, in the case of Gold
delivered to the Custodian's account at the Bank of England, (B) on the second
Custodian Day following the date of such Delivery, provided that it does not
exceed (i) in the case of Gold already in the possession of the Custodian prior
to such Delivery, 500,000 Fine Ounces, and (ii) in the case of Gold that was not
in the possession of the Custodian prior to such Delivery, 50,000 Fine Ounces,
or (C) on the fourth Custodian Day following the date of such Delivery, in the
case of more than 50,000, but less than 100,000, Fine Ounces of Gold that was
not in the possession of the Custodian prior to such Delivery. In all other
cases Gold Delivered to the Custodian shall be allocated by the Custodian to the
Trustee's Custodial Account as soon as practicable.


                                      S1-4

<PAGE>

         g.       The Custodian shall allocate Gold to the Trustee's Custodial
Account by (i) making entries in the Custodian's books and records to identify
such Gold as being held for the Trust, it being understood that such entries
shall identify each bar of Gold so allocated by refiner, assay, serial number
and gross and fine weight; (ii) physically segregating from Gold held by the
Custodian for its own account or on behalf of other clients the Gold so
allocated to the Trustee's Custodial Account; and (iii) sending to the Trustee,
via signed facsimile and electronic mail message, a written confirmation of the
allocation, including the identification of the bars allocated as described
above; provided, however, that in the case of Gold delivered to The Bank of
England for credit to the Custodian's account, for as long as such Gold remains
in the possession of The Bank of England, the allocation of such Gold to the
Custodial Account shall only require the book entries referred to in clause (i)
above, and upon the completion of such entries such Gold, although held by The
Bank of England in the Custodian's account, will be the absolute property of the
Trust. Any Gold received by the Custodian on an Unallocated Basis in compliance
with the provisions of paragraph "f" above, shall be transferred to the
Trustee's Custodial Account by the Custodian.


         h.       On the third Custodian Day following the Order Date
corresponding to a Purchase Order, or on such earlier date as the Trustee in its
discretion may agree, the Trustee shall issue the aggregate number of iShares
corresponding to the Baskets ordered by the Authorized Participant and Deliver
them, by credit to the account at DTC which the Authorized Participant shall
have identified for such purpose in its Purchase Order, provided that, by 9:00
a.m. (New York time) on the date such issuance and Delivery is to take place,


                  (i)      the Custodian shall have reported in writing to the
Trustee that

                           (a)      in the case of Gold delivered by the
Authorized Participant at a facility other than The Bank of England (or, if
delivered at The Bank of England, which has since been transferred to another
facility), it has reviewed the bar list and the Gold received from the
Authorized Participant to assure that the Gold matches the description in the
bar list in terms of weight, fineness, refiner's marks and bar numbers and that,
based on that review and on such further examination as the Custodian
customarily performs in respect of gold purchased for its own account, the Gold
deposited by the Authorized Participant in respect to such Purchase Order (A)
complies with (1) the "Good Delivery" Rules of the London Bullion Market
Association, and/or (2) the specifications for delivery in settlement of a COMEX
gold futures contract, and/or (3) such other standards as the Custodian and the
Trustee, with the approval of the Sponsor, may have adopted; and (B) is held by
the Custodian on behalf of the Trust in allocated form (except for amounts not
to exceed in the aggregate 430 Fine Ounces); or

                           (b)      in the case of Gold delivered by the
Authorized Participant at The Bank of England (and which remains in the custody
of The Bank of England), for credit to the Custodian's account thereat, it has
received confirmation of such delivery from The Bank of England and has
recorded in the Custodian's books the ownership of such Gold as belonging to the
trust; and

                  (ii)     the Trustee shall have received from the Authorized
Participant a per order transaction fee in the amount of US$2,000.00; and


                  (iii)    any other conditions to the issuance under the Trust
Agreement shall have been satisfied.


                                      S1-5

<PAGE>

         i.       In all other cases, the Trustee shall issue the aggregate
number of iShares corresponding to the Baskets ordered by the Authorized
Participant and Deliver them by credit to the account at DTC which the
Authorized Participant shall have identified for such purpose in its Purchase
Order on the Business Day following the date on which the conditions set forth
in clauses (i) to (iii) of paragraph "h" above shall have been met.

                                      S1-6

<PAGE>

                                   ARTICLE III

                              REDEMPTION PROCEDURES

         Section 3.01.     Redemption of iShares. Redemption of iShares shall
take place only in integral numbers of Baskets in compliance with the following
rules:

         a.       Authorized Participants wishing to redeem one or more Baskets
shall place a Redemption Order with the Trustee no later than 4:00 p.m. (New
York time) on any Business Day; provided, however, that only Redemption Orders
received by the Trustee prior to the Order Cut-Off Time on a Business Day on
which a COMEX Relevant Price is announced shall have such Business Day as the
Order Date. Redemption Orders received by the Trustee on or after the Order
Cut-Off Time on any Business Day, or on a Business Day on which COMEX does not
announce a COMEX Relevant Price, shall be considered received at the opening of
business on the next Business Day on which a COMEX Relevant Price is announced
and shall have as their Order Date such next Business Day.

         b.       For purposes of paragraph "a" above, a Redemption Order shall
be deemed "received" by the Trustee only when each of the following has
occurred:

                  (i)      An Authorized Representative shall have placed a
telephone call to the Trustee's Creation and Redemption Line informing the
Trustee that the Authorized Participant wishes to place a Redemption Order for a
specified number of Baskets.

                  (ii)     Within one hour following such telephone call, the
Trustee shall have received, via facsimile or electronic mail message, a duly
completed, irrevocable Redemption Order executed by an Authorized Representative
of such Authorized Participant.

         c.       Should the Trustee elect to accept such Redemption Order, it
shall communicate its decision to the Authorized Participant by sending to the
Authorized Participant (with copy to the Custodian), via facsimile or electronic
mail message, no later than 5:00 p.m. (New York time) on the Order Date for such
Redemption Order a copy of the corresponding Redemption Order endorsed
"Accepted" by the Trustee and indicating the Gold Basket Amount that the
Custodian shall Deliver to the Authorized Participant in respect of each Basket
being redeemed.


         d.       Unless otherwise agreed to by the Custodian, Gold will be
Delivered by the Custodian in the form of Gold bars only; provided, that an
amount of Gold not exceeding 430 Ounces may be Delivered by the Custodian on an
Unallocated Basis. While a redeeming Authorized Participant will be entitled to
express a preference as to the city or facility where it would like to have the
Gold Basket Amount delivered, the Trustee, in consultation with the Custodian
and taking into account the best interests of the Trust and the Owners, will
have final authority to decide where such delivery will take place. The
Custodian shall inform via electronic mail message or facsimile sent to an
Authorized Person of the redeeming Authorized Participant no later than 11:00
a.m. (New York time) on the first Custodian Day following the Order Date of such
Redemption Order the exact location(s) where Delivery will be made, and the
amount of Gold to be Delivered to the Authorized Participant at each such
location.


         e.       Provided that (1) a Redemption Order does not require Delivery
by the Custodian of more than 500,000 Fine Ounces of Gold that, following such
Delivery, will continue to be held at the Custodian, or more than 50,000 Fine
Ounces of Gold that will not be held at the Custodian following such Delivery,
and (2) by 9:00 a.m. (New York time) on the third Custodian Day following the
Order Date of a Redemption Order, the Trustee shall have confirmed in writing to
the Custodian that:

                                      S1-7

<PAGE>

                  (i)      the Authorized Participant has Delivered to the
Trustee's account at DTC the total number of iShares to be redeemed by such
Authorized Participant pursuant to such Redemption Order;

                  (ii)     the Trustee has received a per order transaction fee
of US$2,000.00; and

                  (iii)    any other conditions to the redemption under the
Trust Agreement have been satisfied,

     the Custodian will, as applicable, on such day, at the locations and in the
     amounts specified in the communication sent in compliance with paragraph
     "d" above, either: (A) effect physical Delivery to such Authorized
     Participant of the corresponding amounts of Gold which complies with (1)
     the "Good Delivery" Rules of the London Bullion Market Association, and/or
     (2) the specifications for delivery in settlement of a COMEX gold futures
     contract, and/or (3) such other standards as the Custodian and the Trustee,
     with the approval of the Sponsor, may have adopted; or (B) credit the
     account indicated by the redeeming Authorized Participant in its Redemption
     Order. Having made such Delivery, the Custodian will send written
     confirmation thereof to the Trustee who will then cancel the iShares so
     redeemed.

         f.       If a Redemption Order requires Delivery by the Custodian of
between 50,000 and 100,000 Fine Ounces of Gold that will not be held at the
Custodian following such Delivery, the Custodian, following receipt of written
confirmation from the Trustee as described in clauses "i" to "iii" of paragraph
"e" above, will make such Delivery on the fourth Custodian Day following the
Order Date of such Redemption Order.

         g.       In all other cases, Delivery must be completed by the
Custodian as soon as, in the reasonable judgment of the Custodian, it is
practicable following receipt of written confirmation from the Trustee as
described in clauses "i" to "iii" of paragraph "e" above.

         h.       The foregoing provisions notwithstanding, the Custodian shall
not be liable for any failure or delay in making Delivery of Gold in respect of
a Redemption Order arising from nuclear fission or fusion, radioactivity, war,
terrorist event, invasion, insurrection, civil commotion, riot, strike, act of
government, public authority or act of God, or a similar cause that is beyond
the Custodian's control. In the event of any such delay, the time to complete
Delivery in respect of a Redemption Order will be extended for a period equal to
that during which the inability to perform continues.

         i.       In the event that, by 9:00 a.m. (New York time) on the third
Custodian Day following the Order Date of a Redemption Order governed by
paragraph "e" above, or on the fourth Custodian Day following the Order Date of
a Redemption Order governed by paragraph "f" above, Trustee's account at DTC
shall not have been credited with the total number of iShares corresponding to
the total number of Baskets to be redeemed pursuant to such Redemption Order,
the Trustee will cancel such Redemption Order and will send via fax or
electronic mail message notice of such cancellation to the respective Authorized
Participant and the Custodian.


                IN WITNESS WHEREOF, the Sponsor and the Trustee have executed
these Creation and Redemption Procedures as of the date set forth above.

THE BANK OF NEW YORK, in its capacity as
Trustee of the [ABC] Trust,


By: ____________________________________
    Name:
    Title:
BARCLAYS GLOBAL INVESTORS, N.A., in its
capacity as Sponsor


By: ____________________________________
    Name:                                   By: ________________________________
    Title:                                      Name:
                                                Title:


                                      S1-8

<PAGE>

                  ANNEX I TO CREATION AND REDEMPTION PROCEDURES

                                 PURCHASE ORDER

Authorized Participant: ___________________________

Date: _______________________

PIN: ________________________

Number of fine ounces of gold to be delivered: ____________________

Location(s) where gold will be delivered:

Number of Baskets to be Issued: _____________________

Additional information required for issuance of iShares:



This Purchase Order is subject to the terms and conditions of the Depositary
Trust Agreement of the iShares COMEX Gold Trust as currently in effect and the
Authorized Participant Agreement among the Authorized Participant, the Trustee
and the Sponsor named therein. All representations and warranties of the
Authorized Participant set forth in Section 3.2 of the Depositary Trust
Agreement and in the Authorized Participant Agreement are incorporated herein by
reference and are true and accurate as of the date hereof.


The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Representative under the Authorized Participant Agreement and
that he/she is authorized to deliver this Purchase Order to the Trustee on
behalf of the Authorized Participant.

Date:_________________________                  By:____________________________
                                                Name:
                                                Title:

                                      S1-9

<PAGE>

                 ANNEX II TO CREATION AND REDEMPTION PROCEDURES

                                REDEMPTION ORDER

Authorized Participant: ___________________________

Date: _______________________

PIN: ________________________

Number of iShares to be redeemed: ______________________

Additional information required for delivery of the Trust Property:


This Redemption Order is subject to the terms and conditions of the Depositary
Trust Agreement of the iShares COMEX Gold Trust as currently in effect and the
Authorized Participant Agreement among the Authorized Participant, the Trustee
and the Sponsor named therein. All representations and warranties of the
Authorized Participant set forth in the Authorized Participant Agreement are
incorporated herein by reference and are true and accurate as of the date
hereof.

The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Representative under the Authorized Participant Agreement and
that he/she is authorized to deliver this Redemption Order to the Trustee on
behalf of the Authorized Participant.


Date:                                          By:
      ----------------------                       -----------------------------
                                               Name:
                                               Title:

                                      S1-10

<PAGE>

                                   Schedule 2

                                 Standard Terms


STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS (the "Standard Terms")
agreed to as of [ ], 2005 by and between The Bank of New York, a New York
banking corporation, and Barclays Global Investors, N.A., a national banking
association.


                                    ARTICLE I

                       ORDERS FOR PURCHASE AND REDEMPTION

         Section 1.01      Authorization to Purchase and Redeem Baskets.
Subject to the provisions of the Authorized Participant Agreement, during the
term of the Authorized Participant Agreement the Authorized Participant will be
authorized to purchase and redeem Baskets of iShares in compliance with the
provisions of the Trust Agreement.

         Section 1.02.     Procedures for Orders. Each party hereto agrees to
comply with the provisions of the Trust Agreement and the Procedures to the
extent applicable to it.

         Section 1.03.     Consent to Recording. The phone lines used by the
Trustee, the Custodian or their affiliated persons may be recorded, and the
Authorized Participant hereby consents to the recording of all calls with any of
those parties.

         Section 1.04.     Irrevocability. The Authorized Participant agrees on
behalf of itself and any Authorized Participant Client that delivery to the
Trustee of an Order shall be irrevocable; provided that each of the Trust and
the Sponsor reserves the right to reject any Order in compliance with the
provisions of the Trust Agreement.

         Section 1.05.     Costs and Expenses. The Authorized Participant shall
be responsible for any and all expenses and costs incurred by the Trust in
connection with any Orders.

         Section 1.06.     Delivery of Property to the Trust. The Authorized
Participant understands and agrees that in the event Deposit Property is not
transferred to the Trust by the time specified in the Purchase Order and in
compliance with the Procedures and the Trust Agreement, a Purchase Order may be
cancelled by the Trustee and the Authorized Participant will be solely
responsible for all costs incurred by the Trust, the Trustee or the Custodian
related to the cancelled Order.

         Section 1.07.     Title to Deposit Property and iShares Surrendered for
Redemption. The Authorized Participant represents and warrants
to the Trustee that

         a.       in connection with each Purchase Order, the Authorized
Participant will have full power and authority to transfer to the Trust the
corresponding Deposit Property, and that upon delivery of such Deposit Property
to the Custodian and/or the relevant subcustodian in accordance with the
Procedures, the Trust will acquire good and unencumbered title to such property,
free and clear of all liens, charges, duties imposed on the transfer of assets
and encumbrances and not subject to any adverse claims or transferability
restrictions, whether arising by operation of law or otherwise; and

         b.       in connection with a Redemption Order, the Authorized
Participant will have full power and authority to surrender to the Trustee for
redemption the corresponding iShares, and upon such surrender the Trust will
acquire good and unencumbered title to such iShares, free and clear of all
liens,

                                      S2-1

<PAGE>

charges, duties imposed on the transfer of assets and encumbrances and
not subject to any adverse claims, transferability restrictions (whether arising
by operation of law or otherwise), loan, pledge, repurchase or securities
lending agreements or other arrangements which would preclude the delivery of
such iShares on a "regular way" basis.

         Section 1.08.     Certain Payments or Distributions.

         a.       With respect to any Purchase Order, the Trust acknowledges and
agrees to return to the Authorized Participant any payment, distribution or
other amount paid to the Trust in respect of any Deposit Property transferred to
the Trust that, based on the valuation of such Deposit Property at the time of
transfer, should have been paid to the Authorized Participant. Likewise, the
Authorized Participant acknowledges and agrees to return to the Trust any
payment, distribution or other amount paid to the Authorized Participant or any
Authorized Participant Client in respect of any Deposit Property transferred to
the Trust that, based on the valuation of such Deposit Property at the time of
transfer, should have been paid to the Trust.

         b.       With respect to any Redemption Order, the Authorized
Participant on behalf of itself and any Authorized Participant Client
acknowledges and agrees to return to the Trust any payment, distribution or
other amount paid to it or an Authorized Participant Client in respect of any
property transferred to the Authorized Participant or any Authorized Participant
Client that, based on the valuation of such property at the time of transfer,
should have been paid to the Trust. The Trust is entitled to reduce the amount
of any property due to the Authorized Participant or any Authorized Participant
Client by an amount equal to any payment, distribution or other sum to be paid
to the Authorized Participant or to the Authorized Participant Client in respect
of any property transferred to the Authorized Participant or any Authorized
Participant Client that, based on the valuation of such property at the time of
transfer, should be paid to the Trust. Likewise, the Trust acknowledges and
agrees to return to the Authorized Participant or any Authorized Participant
Client any payment, distribution or other amount paid to it in respect of any
iShares transferred to the Trust that, based on the valuation of such iShares at
the time of transfer, should have been paid to the Authorized Participant or
such Authorized Participant Client.

                                   ARTICLE II

                           AUTHORIZED REPRESENTATIVES

         Section 2.01.     Certification. Concurrently with the execution of the
Authorized Participant Agreement, and as requested from time to time by the
Trustee but no less frequently than annually, the Authorized Participant shall
deliver to the Trust a certificate signed by the Authorized Participant's
Secretary or other duly authorized official setting forth the names, e-mail
addresses and telephone and facsimile numbers of all persons authorized to give
instructions relating to any activity contemplated hereby or any other notice,
request or instruction on behalf of the Authorized Participant (each an
"Authorized Representative"). Such certificate may be accepted and relied upon
by the Trust as conclusive evidence of the facts set forth therein and shall be
considered to be in full force and effect until (i) receipt by the Trust of a
superseding certificate in a form approved by the Trust bearing a subsequent
date, or (ii) termination of the Authorized Participant Agreement.

         Section 2.02.     PIN Numbers. The Trustee shall issue to each
Authorized Participant a unique personal identification number ("PIN Number") by
which such Authorized Participant shall be identified and instructions issued by
the Authorized Participant shall be authenticated. The PIN Number shall be kept
confidential and only provided to Authorized Representatives. The Authorized
Participant may revoke the PIN Number at any time upon written notice to the
Trustee, and the Authorized Participant shall be responsible for doing so in the
event that it becomes aware that an unauthorized person has

                                      S2-2

<PAGE>

received access to its PIN Number or has or intends to use the PIN Number in an
unauthorized manner. Upon receipt of such written request, the Trustee shall, as
promptly as practicable, de-activate the PIN Number. If an Authorized
Participant's PIN Number is changed, the new PIN Number will become effective on
a date mutually agreed upon by the Authorized Participant and the Trustee. The
Authorized Participant agrees that, absent the Trustee's fraud, willful
misconduct or failure to cancel the PIN Number promptly following a written
request to do so from the Authorized Participant or the termination of the
Authorized Participant Agreement, none of the Trust or the Trustee shall be
liable for losses incurred by the Authorized Participant as a result of
unauthorized use of the Authorized Participant's PIN Number prior to the time
the Authorized Participant provides notice to the Trustee of the termination or
revocation of authority pursuant to Section 2.03.

         Section 2.03.     Termination of Authority. Upon the termination or
revocation of authority of an Authorized Representative by the Authorized
Participant, the Authorized Participant shall (i) give immediate written notice
of such fact to the Trustee and such notice shall be effective upon receipt by
the Trustee; and (ii) request a new PIN Number. The Trustee shall, as promptly
as practicable, de-activate the PIN Number upon receipt of such written notice.

         Section 2.04.     Verification. The Trustee may assume that all
instructions issued to it using the Authorized Participant's PIN Number have
been properly placed by Authorized Representatives, unless the Trustee has
actual knowledge to the contrary or the Authorized Participant has revoked its
PIN Number. The Trustee shall have no duty to verify that an Order is being
placed by an Authorized Representative. The Authorized Participant agrees that
the Trustee shall not be responsible for any losses incurred by the Authorized
Participant as a result of an Authorized Representative identifying himself or
herself as a different Authorized Representative or an unauthorized person
identifying himself or herself as an Authorized Representative, unless the
Trustee previously received from the Authorized Participant written notice to
revoke its PIN Number.

                                   ARTICLE III

                      STATUS OF THE AUTHORIZED PARTICIPANT

         Section 3.01.     Clearing Status. The Authorized Participant
represents, covenants and warrants that, as of the date of execution of the
Authorized Participant Agreement, and at all times during the term of the
Authorized Participant Agreement, the Authorized Participant is and will be
entitled to use the clearing and settlement services of each of the national or
international clearing and settlement organizations through which, in compliance
with the Procedures, the transactions contemplated hereby will clear and settle.
Any change in the foregoing status of the Authorized Participant shall terminate
the Authorized Participant Agreement and the Authorized Participant shall give
prompt written notice thereof to the Trustee.

         Section 3.02.     Broker-Dealer Status. The Authorized Participant
represents and warrants that, unless the following paragraph is applicable to
it, it is (i) registered as a broker-dealer under the Securities Exchange Act of
1934, as amended, (ii) qualified to act as a broker or dealer in the states or
other jurisdictions where it transacts business to the extent so required by
applicable law, and (iii) a member in good standing of the NASD. The Authorized
Participant agrees that it will maintain such registrations, qualifications, and
membership in good standing and in full force and effect throughout the term of
the Authorized Participant Agreement. The Authorized Participant further agrees
to comply with all Federal laws, the laws of the states or other jurisdictions
concerned, and the rules and regulations promulgated thereunder, to the extent
such laws and regulations are applicable to the Authorized Participant's
transactions in iShares, and with the Constitution, By-Laws and Conduct Rules of
the NASD applicable

                                      S2-3

<PAGE>

to its activities as an Authorized Participant, and that it will not offer or
sell iShares in any state or jurisdiction where they may not lawfully be offered
and/or sold.

         Section 3.03.     Foreign Status. If the Authorized Participant is
offering and selling iShares in jurisdictions outside the several states,
territories and possessions of the United States and is not otherwise required
to be registered, qualified, or a member of the NASD as set forth in the
preceding paragraph, the Authorized Participant nevertheless agrees to observe
the applicable laws of the jurisdiction in which such offer and/or sale is made
(e.g., it will not offer or sell iShares of the Trust in any state or
jurisdiction where they may not lawfully be offered and/or sold), to comply with
the full disclosure requirements of the 1933 Act and the regulations promulgated
thereunder and to conduct its business in accordance with the spirit of the NASD
Conduct Rules.

         Section 3.04.     Compliance with Certain Laws. If the Authorized
Participant is subject to the requirements of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism ("U.S.A. PATRIOT Act"), the Authorized Purchaser is in compliance with
the anti-money laundering and related provisions of the U.S.A. PATRIOT Act.

         Section 3.05.     Authorized Participant Status.

         a.       The Authorized Participant understands and acknowledges that
the method by which Baskets of iShares will be created and traded may raise
certain issues under applicable securities laws. For example, because new
Baskets of iShares may be issued and sold by the Trust on an ongoing basis, at
any point a "distribution", as such term is used in the 1933 Act, may occur. The
Authorized Participant understands and acknowledges that some activities on its
part, depending on the circumstances, may result in its being deemed a
participant in a distribution in a manner which could render it a statutory
underwriter and subject it to the prospectus delivery and liability provisions
of the 1933 Act.

         b.       The Sponsor shall ensure that the Prospectus contains an
accurate and current listing of Authorized Participants.

                                   ARTICLE IV

                         ROLE OF AUTHORIZED PARTICIPANT


         Section 4.01.     Independent Contractor. The Authorized Participant
acknowledges and agrees that for all purposes of the Authorized Participant
Agreement, the Authorized Participant will be deemed to be an independent
contractor, and will have no authority to act as agent for the Trust or the
Trustee in any matter or in any respect. The Authorized Participant agrees to
make itself and its employees available, upon request, during normal business
hours to consult with the Trustee, the Sponsor or their designees concerning the
performance of the Authorized Participant's responsibilities under the
Authorized Participant Agreement; provided, however, that the Authorized
Participant shall be under no obligation to divulge or otherwise disclose any
information that the Authorized Participant reasonably believes (i) it is under
legal obligation not to disclose, or (ii) it is confidential or proprietary in
nature.


         Section 4.02.     Rights and Obligations of DTC Participant. In
executing the Authorized Participant Agreement, the Authorized Participant
agrees in connection with any purchase or redemption transactions in which it
acts for an Authorized Participant Client or for any other DTC Participant or
indirect participant, or any other Beneficial Owner, that it 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 Procedures.

                                      S2-4

<PAGE>


         Section 4.03.     Beneficial Owner Communications. The Authorized
Participant agrees, subject to any limitations arising under federal or state
securities laws relating to privacy or other obligations it may have to its
customers, to assist the Trustee or the Sponsor in determining the ownership
level of each beneficial owner relating to positions in iShares that the
Authorized Participant may hold as record holder. In addition, the Authorized
Participant agrees, in accordance with applicable laws, rules and regulations,
at the request of the Sponsor or the Trustee to forward to such beneficial
owners written materials and communications received from the requesting party
in sufficient quantities to allow mailing thereof to such beneficial owners,
including notices, annual reports, disclosure or other informational materials
and any amendments or supplements thereto that may be required to be sent by the
Sponsor or the Trustee to such beneficial owners pursuant to the Trust Agreement
or applicable law or regulation, or that the Sponsor or the Trustee reasonably
wishes to distribute, at its own expense, to such beneficial owners.


                                    ARTICLE V

                     MARKETING MATERIALS AND REPRESENTATIONS

         Section 5.01.     Authorized Participant's Representation. The
Authorized Participant represents, warrants and agrees that it will not make, or
permit any of its representatives to make, any representations concerning
iShares other than those contained in the Trust's then current Prospectus or in
any promotional materials or sales literature furnished to the Authorized
Participant by the Sponsor. The Authorized Participant agrees not to furnish or
cause to be furnished to any person or display or publish any information or
materials relating to iShares (including, without limitation, promotional
materials and sales literature, advertisements, press releases, announcements,
statements, posters, signs or other similar materials), except such information
and materials as may be furnished to the Authorized Participant by the Sponsor
and such other information and materials as may be approved in writing by the
Sponsor. The Authorized Participant understands that the Trust will not be
advertised as offering redeemable securities, and that any advertising materials
will prominently disclose that the iShares are not redeemable units of
beneficial interest in the Trust. Notwithstanding the foregoing, the Authorized
Participant may, without the written approval of the Sponsor, prepare and
circulate in the regular course of its business reports, research or similar
materials that include information, opinions or recommendations relating to
iShares (i) for public dissemination, provided that such reports, research or
similar materials compare the relative merits and benefits of iShares with other
products and do not discuss iShares more prominently than such other products
and (ii) for internal use by the Authorized Participant. Copies of the then
current Prospectus of the Trust will be supplied by the Sponsor to the
Authorized Participant in reasonable quantities upon request.


         Section 5.02.     Prospectus. The Sponsor will provide, or cause to be
provided, to the Authorized Participant copies of the then current Prospectus
and any printed supplemental information in reasonable quantities upon request.
The Sponsor will notify the Authorized Participant when a revised, supplemented
or amended Prospectus for the iShares is available, and make available to the
Authorized Participant copies of such revised, supplemented or amended
Prospectus at such time and in such quantities as may be reasonable to permit
the Authorized Participant to comply with any obligation the Authorized
Participant may have to deliver such Prospectus to its customers. The Sponsor
shall be deemed to have complied with this Section 5.02 when the Authorized
Participant has received such revised, supplemented or amended Prospectus by
e-mail, in printable form, with such number of hard copies as may be agreed from
time to time by the parties promptly thereafter.


                                   ARTICLE VI

                    INDEMNIFICATION; LIMITATION OF LIABILITY

         Section 6.01.     Indemnification. The provisions of this Section 6.01
shall survive termination of the Agreement.

                                      S2-5

<PAGE>


         a.       The Authorized Participant shall indemnify and hold harmless
the Sponsor, the Trustee, the Trust, the Custodian (which the parties agree is a
third-party beneficiary under this Subsection 6.01(a)) their 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 Authorized Participant of any
representations or warranties of the Authorized Participant (including under
Section 3.2 of the Depositary Trust Agreement); (ii) any failure on the part of
the Authorized Participant to perform any of its obligations set forth in the
Authorized Participant Agreement; (iii) any failure by the Authorized
Participant to comply with applicable laws, including rules and regulations of
self-regulatory organizations, that apply to it; or (iv) actions of such
Indemnified Party in reliance upon any instructions issued in accordance with
the Procedures reasonably believed by such Indemnified Party to be genuine and
to have been given by the Authorized Participant.


         b.       The Authorized Participant shall not be liable to any
Indemnified Party for any damages arising out of (i) mistakes or errors in data
provided in connection with purchase or redemption transactions except for data
provided by the Authorized Participant, or (ii) mistakes or errors by, or
arising out of interruptions or delays of communications with, the Trustee or
any Indemnified Party.

                                   ARTICLE VII

                                  MISCELLANEOUS

         Section 7.01.     Commencement of Trading. The Authorized Participant
may not submit an Order prior to the effectiveness of the registration
statement, or amendment to the registration statement, filed with the Securities
and Exchange Commission and pursuant to which the Authorized Participant is
identified as such in the Prospectus.

         Section 7.02.     Definitions. The capitalized terms used herein are
defined as follows.

                                      S2-6

<PAGE>

         a.       "1933 Act" means the U.S. Securities Act of 1933, as amended.

         b.       "Affiliate" shall have the meaning given to it by Rule 501(b)
under the 1933 Act.

         c.       "Authorized Participant Agreement" shall mean each Authorized
Participant Agreement among the Authorized Participant, the Trustee and the
Sponsor into which these Standard Terms shall have been incorporated by
reference.

         d.       "Authorized Participant" shall have the meaning ascribed to it
in the introductory paragraph of the Authorized Participant Agreement.

         e.       "Authorized Participant Client" means any party on whose
behalf the Authorized Participant acts in connection with an Order (whether a
customer or otherwise).

         f.       "Authorized Representative" shall have the meaning ascribed to
it in Section 2.01 hereof.

         g.       "Basket" shall have the meaning ascribed to it in the Recitals
to the Authorized Participant Agreement.

         h.       "Beneficial Owner" shall have the meaning given to it by Rule
16a-1(a)(2) of the Securities Exchange Act of 1934.

         i.       "Business Day" shall mean each day the exchange on which the
iShares trade is open for regular trading.

         j.       "Custodian" shall have the meaning ascribed to it in the
Procedures.

         k.       "Deposit Property" means property which, in compliance with
the provisions of the Trust Agreement, must be transferred by the Authorized
Participant to the Trust in exchange for iShares.

         l.       "DTC" means The Depository Trust Company.

         m.       "Indemnified Party" shall have the meaning ascribed to it in
Section 6.01.a hereof.

         n.       "iShares" means iShares issued by the Trust pursuant to the
provisions of the Trust Agreement.

         o.       "NASD" means the National Association of Securities Dealers,
Inc.

         p.       "Order" shall have the meaning ascribed to it in Section 1 of
the Authorized Participant Agreement.

         q.       "Procedures" shall have the meaning ascribed to it in Section
1 of the Authorized Participant Agreement.

         r.       "Prospectus" means the Trust's current prospectus included in
its effective registration statement, as supplemented or amended from time to
time.

         s.       "Purchase Order" shall have the meaning ascribed to it in
Section 1 of the Authorized Participant Agreement.

                                      S2-7

<PAGE>

         t.       "Redemption Order" shall have the meaning ascribed to it in
Section 1 of the Authorized Participant Agreement.

         u.       "Sponsor" shall have the meaning ascribed to it in the
introductory paragraph of the Authorized Participant Agreement.

         v.       "Trust" shall have the meaning ascribed to it in the
introductory paragraph of the Authorized Participant Agreement.

         w.       "Trust Agreement" shall have the meaning ascribed to it in the
introductory paragraph of the Authorized Participant Agreement.

         x.       "Trustee" shall have the meaning ascribed to it in the
introductory paragraph of the Authorized Participant Agreement.


                IN WITNESS WHEREOF, the Sponsor and the Trustee have executed
these Standard Terms as of the date set forth above.

THE BANK OF NEW YORK, in its capacity as
Trustee of the [ABC] Trust,

By: ____________________________________
    Name:
    Title:

BARCLAYS GLOBAL INVESTORS, N.A., in its
capacity as Sponsor


By: ____________________________________
    Name:                                   By: ________________________________
    Title:                                      Name:
                                                Title:


                                      S2-8

<PAGE>

                                   Schedule 3

                    CERTIFICATE OF AUTHORIZED REPRESENTATIVES

Each of the following employees of [XYZ] (each, an "Authorized Representative")
is authorized, in accordance with the Authorized Participant Agreement dated [ ]
among [XYZ], the Sponsor and the Trustee, to submit Purchase Orders and
Redemption Orders on behalf and in the name of [XYZ] and to give instructions or
any other notice or request on behalf of [XYZ] with respect to such Orders or
any other activity contemplated by the Authorized Participant Agreement.

Name:
e-mail Address:
Telephone:
Fax:

Name:
e-mail Address:
Telephone:
Fax:

Name:
e-mail Address:
Telephone:
Fax:

Name:
e-mail Address:
Telephone:
Fax:

The undersigned, [name of secretary or authorized officer], [title] of [XYZ],
does hereby certify that the persons listed above have been duly authorized to
act as Authorized Representatives pursuant to the Authorized Participant
Agreement.

By:
    -----------------------
    Name:
    Title:
    Date:

                                      S3-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5.1
<SEQUENCE>5
<FILENAME>dex9951.txt
<DESCRIPTION>OPINION OF CLIFFORD CHANCE US LLP AS TO LEGALITY.
<TEXT>
<PAGE>

                                                                     Exhibit 5.1

                             CLIFFORD CHANCE US LLP
                              31 West 52nd Street
                               New York, NY 10019
                              Tel: + 1 212 878 8000
                              Fax: + 1 212 878 8375

January 25, 2004
        --

Barclays Global Investors, N.A.
45 Freemont Street
San Francisco, CA 94105

Re: iShares COMEX Gold Trust

Ladies and Gentlemen:

We have served as counsel to Barclays Global Investors, N.A. ("Sponsor") in its
capacity as sponsor of the iShares COMEX Gold Trust ("Trust") with respect to
the formation of the Trust and the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-1 (Registration
No. 333-112589), as amended by Pre-effective Amendment No. 4 (as so amended, the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securites Act") of 50 million shares
representing fractional undivided beneficial interests in the net assets of the
Trust (the "Shares").

In connection with the preparation of this opinion, we have examined executed
originals or copies of the following documents:

     1.   The Depositary Trust Agreement dated January 19, 2005 between the
                                                       --
Sponsor and The Bank of New York, a New York banking corporation, as trustee (in
such capacity, the "Trustee").

     2. The Custodian Agreement dated January 19, 2005 between the Trustee and
                                              --
The Bank of Nova Scotia, a bank organized under the laws of Canada, as custodian
(in such capacity, the "Custodian").

     3. The Registration Statement.

     4. The Distribution Agreement, dated January 21, 2005, between the Sponsor
                                                  --
and Barclays Capital Inc. (the "Initial Purchaser")

     5. Copy of the global certificate representing the Shares to be issued
under the Depositary Trust Agreement.

     6. Such other pertinent records or documents as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

In such examination, we have assumed the following: (i) the authenticity of
original documents and the genuineness of all signatures; (ii) the conformity to
the originals of all documents submitted to us as copies; and (iii) the accuracy
and completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have reviewed.

In rendering the opinions contained herein, we have relied with respect to
certain factual matters solely upon the representations, certifications and
other information contained in the documents

<PAGE>

Barclays Global Investors, N.A.                                           Page 2
January 25, 2005
        --

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 Securities Act.

We express no opinion as to matters of law in any jurisdiction other than the
State of New York.

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 Depositary Trust Agreement, including the receipt by the
Custodian, on behalf of the Trustee, of the consideration required for the
issuance of Shares, will be legally issued, fully paid and non-assessable.



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.

Very truly yours,

/s/ Clifford Chance US. LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.8.1
<SEQUENCE>6
<FILENAME>dex9981.txt
<DESCRIPTION>OPINION OF CLIFFORD CHANCE US LLP AS TO TAX MATTERS.
<TEXT>
<PAGE>

                                                                     Exhibit 8.1

                             CLIFFORD CHANCE US LLP
                              31 West 52nd Street
                               New York, NY 10019
                              Tel: + 1 212 878 8000
                              Fax: + 1 212 878 8375

                                                                January 25. 2005
                                                                        --
Barclays Global Investors, N.A.
45 Fremont Street,
San Francisco, CA 94105

Re: iShares COMEX Gold Trust Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as legal counsel to Barclays Global Investors, N.A., a national
banking association chartered in the United States (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 of the Securities
and Exchange Commission promulgated thereunder, of a registration statement on
Form S-1, Registration No. 333-112589, filed on February 6, 2004, as amended
through the date hereof (the "Registration Statement"). The Registration
Statement relates to the proposed issuance by the iShares COMEX Gold Trust (the
"Trust"), an investment trust formed on January 21, 2005 under the laws of the
                                                --
State of New York pursuant to the terms of the Depositary Trust Agreement dated
January 19, 2005 (the "Trust Agreement"), entered into by and among the Company
        --
as sponsor, and The Bank of New York, a banking corporation organized under the
laws of the State of New York, as trustee (the "Trustee"), of 50,000,000 shares,
representing units of fractional undivided beneficial interest in and ownership
of the Trust (the "Shares"). In connection therewith, you have requested our
opinion with respect to certain U.S. federal income tax matters. Capitalized
terms not otherwise defined herein shall have the meanings given to them in the
Trust Agreement.

In rendering the opinions expressed herein, we have examined and relied on the
Trust Agreement; the Registration Statement; 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, records and instruments as we have deemed
necessary in order to enable us to render the opinion referred to in this
letter.

In our examination of the foregoing documents, we have assumed, with your
consent, that all documents reviewed by us are original documents, or true and
accurate copies of original documents, and have not been subsequently amended;
the signatures of each original document are genuine; each party who executed
the document had proper authority and capacity; all representations and
statements set forth in such documents are true and correct; and all obligations
imposed by any such documents on the parties thereto have been or will be
performed or satisfied in accordance with their terms.

Our opinions are based upon the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations promulgated thereunder, pertinent judicial
decisions, current interpretive rulings and

<PAGE>

Janaury 25, 2005                                                          Page 2
        --

pronouncements of the Internal Revenue Service (the "IRS"), and such other
authorities as we have considered relevant, in effect as of the date hereof, all
of which are subject to legislative, judicial or administrative change or
differing interpretation, possibly with retroactive effect. Our opinions are not
binding on the IRS, and no assurance can be given that the conclusions expressed
herein will not be challenged by the IRS or sustained by a court.

Based upon and subject to the foregoing, (i) we are of the opinion, although not
free from doubt due to the lack of directly governing authority, that the Trust
will be classified as a "grantor trust" for U.S. federal income tax purposes,
and (ii) we confirm that the discussion in the Registration Statement under the
caption "United States Federal Income Tax Consequences," to the extent it
consists of statements of law and legal conclusions, and subject to the
limitations and qualifications set forth therein, constitutes our opinion as to
the material U.S. federal income tax consequences that will apply under
currently applicable law to the purchase, ownership and disposition of the
Shares.

The opinions stated above represent our conclusions as to the application of the
U.S. federal income tax laws existing as of the date of this letter. Further,
the opinions set forth above represent our conclusions based upon the
assumptions, documents, facts and representations referred to above. Any
material amendments to such documents, changes in any significant facts or
inaccuracy of such assumptions or representations could affect the accuracy of
our opinions. Although we have made such inquiries and performed such
investigations as we have deemed necessary to fulfill our professional
responsibilities as counsel, we have not undertaken an independent investigation
of all of the facts referred to in this letter and the certificates and other
statements of corporate officers and other representatives of the Company.


The opinions set forth in this letter: (i) are limited to those matters
expressly covered and no opinion is to be implied in respect of any other
matter; (ii) are as of the date hereof, and (iii) rendered by us at the request
of the Company. We assume no obligation to update our opinions for events or
changes in the law occurring after the effective date of the Registration
Statement.


We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the references
therein to us. In giving such consent, we do not hereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.

Very truly yours,

/s/ Clifford Chance US. LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.10.2
<SEQUENCE>7
<FILENAME>dex99102.txt
<DESCRIPTION>SUBLICENSE AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.2



                  iSHARES COMEX GOLD TRUST SUBLICENSE AGREEMENT


                This Sublicense Agreement (the "Agreement") is made as of
January ___, 2005, by and between Barclays Global Investors, N.A., a national
banking association organized under the laws of the United States ("BGI") and
The Bank of New York, a banking corporation organized under the laws of the
State of New York acting in its capacity as trustee (the "Trustee") of the
iShares Comex Gold Trust, a trust organized under the laws of the State of New
York (the "Trust").


                                    RECITALS


                WHEREAS, pursuant to that certain License Agreement dated
January 29, 2004 (the "License Agreement") between The Bank of New York (in its
individual capacity, "BONY"), and BGI (Attachment A), BGI obtained a license to
use in connection with the Trust certain intellectual property (the "Licensor
Patent Rights"); and


                WHEREAS, BGI has the right pursuant to the License Agreement to
sublicense its rights thereunder to the Trust; and

                WHEREAS, the Trust wishes to have the right to use the Licensor
Patent Rights in connection with its operation as an exchanged traded fund, as
described in the Registration Statement on Form S-1 of the Trust, Registration
No. 333-112589, as amended from time to time (the "Registration Statement"); and

                WHEREAS, BGI wishes to grant a sublicense to the Trust for the
use of the Licensor Patent Rights;

                NOW, THEREFORE, the parties agree as follows:

                1.      Certain Definitions.

                For the purposes of this Agreement, capitalized terms shall have
the meanings set forth in this Agreement and in the License Agreement.

                2.      Grant of Sublicense. Subject to the terms and conditions
of this Agreement, BGI hereby grants to the Trust a sublicense to use the
Licensor Patent Rights in the manner set forth in, and subject to the terms of,
the License Agreement.

                3.      Performance of Obligations Under the License. The Trust
will be responsible for performing all of BGI's obligations under the License
Agreement (other than the payment of any license fees), as such obligations
relate to use of the Licensor Patent Rights.

                4.      Fees. The Trust shall have no obligation to pay any
sublicense fees to BGI or BONY under this Agreement.

<PAGE>

                5.      Termination. This Agreement shall terminate upon the
earlier to occur of (a) termination of the License Agreement, or (b) termination
of the Trust. BGI shall notify the Trustee as soon as reasonably practicable of
the occurrence of an event described in (a) above. Upon termination of this
Agreement, the Trust's right to use the Licensor Patent Rights pursuant to the
License Agreement shall terminate immediately.

                6.      Indemnification.

                        (a)     The Trust shall indemnify and hold harmless BGI,
its officers, employees, agents, successors, and assigns against all judgments,
damages, costs or losses of any kind (including reasonable attorneys' fees and
experts' fees) resulting from any claim, action or proceeding (collectively
"claims") that arises out of or relates to any breach by BGI of its covenants,
other obligations, representations, or warranties under the License Agreement
caused by the actions or inactions of the Trust. The provisions of this section
shall survive termination of this Agreement.

                        (b)     BGI shall indemnify and hold harmless the Trust
against all judgments, damages, costs or losses of any kind (including
reasonable attorneys' fees and experts' fees) resulting from any claims that
arise out of or relate to any assertion by BONY that the business or operations
of the Trust, as described in the Registration Statement, violate Licensor
Patent Rights.

                7.      Assignment. The Trustee will not make, or purport to
make, any assignment or other transfer of this Agreement on behalf of the Trust
except with the prior written consent of BGI. BGI may assign its rights and
obligations under this Agreement effective upon the giving of written notice to
the Trustee.

                8.      Amendment. No provision of this Agreement may be waived,
altered, or amended except by written agreement of the parties.

                9.      Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.

                10.     Construction. Headings used in this Agreement are for
convenience only, and shall not affect the construction or interpretation of any
of its provisions. Each of the provisions of this Agreement is severable, and
the invalidity or inapplicability of one or more provisions, in whole or in
part, shall not affect any other provision. To the extent not preempted by
federal law, this Agreement shall be construed and interpreted under the laws of
the State of New York.

<PAGE>

                11.     Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but
such counterparts together shall constitute only one instrument.

        IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written, with intent to be bound hereby.


BARCLAYS GLOBAL INVESTORS, N.A.               THE BANK OF NEW YORK, in its
                                              capacity as Trustee of the iSHARES
                                              COMEX GOLD TRUST


By:                                           By:
   -------------------------------               -------------------------------
         Authorized Signature                          Authorized Signature

Name:                                         Name:
Title:                                        Title:


By:
   -------------------------------
         Authorized Signature

Name:
Title:

<PAGE>

                                  Attachment A

EXECUTION COPY

                                LICENSE AGREEMENT

     THIS LICENSE AGREEMENT (this "Agreement") is entered into effective as of
the 29th day of January, 2004 (the "Effective Date"), by and between The Bank of
New York, a New York banking corporation ("Licensor") and Barclays Global
Investors, N.A., a national banking association ("Licensee").

     WHEREAS, Licenser and Licensee have entered into a Fee Letter Agreement on
even date herewith (the "Fee Letter Agreement") regarding the establishment and
maintenance of a certain Gold-Based Securities Product (defined below) to be
known as the iShares COMEX Gold Trust.

     WHEREAS, in connection with such iShares COMEX Gold Trust, Licensee wishes
to obtain a license under certain of Licensors patent rights, and Licenser
wishes to grant such license subject to the terms and conditions of this
Agreement.

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

1.   CERTAIN DEFINITIONS.

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

     "Affiliate" means any entity that directly or indirectly controls, is
     controlled by or is under common control with a Party. In this context, the
     term "control" means ownership of more than fifty percent (50%) of the
     voting securities of such entity (or, in the case of a noncorporate entity,
     equivalent interests). The term "controlled" has a corollary meaning.

     "Gold-Based Securities Product" means any investment product that is based
     solely on the securitization of gold. For the purposes of clarity,
     Gold-Based Securities Products do not include any products involving the
     securitization, in whole or in part, of any commodity other than gold.

     "Licensed Product" means any Gold-Based Securities Product that is sold,
     sponsored or issued by Licensee in the Territory that is covered by or
     encompasses a claim contained in Licensor Patent Rights, including, but not
     limited to, the iShares COMEX Gold Trust and any cross-listings of the
     shares thereof for trading on any non-U.S. securities exchanges within the
     Territory.

     "Licensee Improvements" means any improvement, enhancement, modification,
     derivative work or upgrade to any of Licensor Patent Rights made,
     conceived, reduced to practice, affixed or otherwise developed by or on
     behalf of Licensee during the term of this Agreement and solely as
     exercised under the License.

                                        1

<PAGE>

EXECUTION COPY

     "Licensor Patent Rights" means: (i) U.S. Patent Application No. 10/680,589,
     filed on October 6, 2003, entitled "Systems and Methods for Securitizing a
     Commodity" (the "Patent Application"), (ii) all foreign and international
     counterparts filed by or on behalf of Licensor (iii) all continuations,
     continuations-in-part, divisionals, substitutes and equivalents thereof
     relating to any of the foregoing patent applications (iv) all letters
     patent that are or may be granted from any of the foregoing patent
     applications, and (v) all know-how related to any of the foregoing patents
     and patent applications.

     "Territory" means worldwide.

     "Trust Agreement" means a definitive agreement entered into among Licensee,
     Licensor and certain other parties that, among other things, establishes a
     Licensed Product and sets forth the respective roles and responsibilities
     of Licensee and Licensor with respect to such Licensed Product.

     "Trustee" means any entity designated to act in the capacity of any or all
     of the following, as the context requires: trustee, custodian, issuing
     agent, registrar, agent, administrator or the like for and on behalf of (i)
     the sponsor, issuer or other entity offering shares in Gold-Based
     Securities Product and/or (ii) any participant of such Gold-Based
     Securities Product.

2.   LICENSE.

     Subject to the terms and conditions of this Agreement, Licensor hereby
     grants to Licensee a non-exclusive, personal and non-transferable (except
     as provided in Article 12.1) license under Licensor Patent Rights for the
     term of this Agreement solely for the purpose of establishing, operating
     and marketing the Licensed Product in the Territory (the "License").

     The License includes the limited right of Licensee to grant sublicenses to
     its Affiliates, partners, joint venturers, trustees, custodians and agents
     (each a "Sublicensee"), but solely in connection with such Sublicensee's
     establishment, operation and marketing of the Licensed Product and provided
     that Licensee shall have previously entered into an enforceable, written
     agreement with each such Sublicensee on terms no less protective of
     Licensor's rights in the Licensor Patent Rights that the terms in this
     Agreement and shall provide Licensor with copies of such agreements on
     request.

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

3.   COVENANT TO LICENSOR.

     Licensee covenants that it will not directly or indirectly initiate or
     participate in any action of any kind against Licensor, its successors and
     Affiliates, for their use of any Licensee Improvements in connection with
     establishing, operating or marketing investment products in the Territory
     based, in whole or in part, on the securitization of any commodity,
     including gold. This covenant is perpetual, personal, royalty-free and

                                        2

<PAGE>

EXECUTION COPY

     non-exclusive. This covenant shall survive termination or expiration of
     this Agreement for any reason except termination for Licensor's breach of
     this Agreement.

4.   PAYMENT.

     The grant of the License hereunder is in consideration for the engagement
     of Licensor to act as Trustee for each Licensed Product under terms
     substantially as set forth in the Fee Letter Agreement, or such other terms
     as the Parties may mutually agree in writing hereafter. No additional
     payment of royalties to Licensor shall be required as long as Licensor is
     so engaged.

     In the event that Licensor ceases to act as Trustee for a Licensed Product
     for any reason, then, to continue to enjoy the benefit of the License with
     respect to such Licensed Product, Licensee shall thereafter pay Licensor a
     running royalty that will accrue daily at the annualized rate of not
     greater than 0.0500% (five (5) basis points) of the total gross adjusted
     assets of such Licensed Product (the "Royalty Fee"), which rate shall be
     determined by Licensor in its discretion. Such Royalty Fee shall be due and
     payable within ten (10) days following the end of each calendar month for
     which such Royalty Fee has accrued.

     All payments to Licensor hereunder shall be made in United States dollars
     either by corporate check to Licensor at the address specified in Article
     12 (or such other address as Licensor may hereafter designate in writing)
     or by wire transfer to a bank account designated by Licensor in writing.
     Payments to Licensor hereunder shall be deemed made as of the day on which
     they are received by Licensor at such address or bank account. Late
     payments shall accrue interest from the date due at rate that is the lesser
     of 1.5% per month or the maximum rate permitted by law.

     Except with respect to any taxes assessed directly upon Licensor's income,
     all amounts payable by Licensee under this Agreement are exclusive of any
     taxes that are or may be assessed or imposed by any governmental authority
     in any jurisdiction in connection with establishing, operating and
     marketing such Licensed Product, including without limitation, any sales,
     use, excise, value-added, personal property, export, import or withholding
     taxes, which taxes shall all be assumed and paid by Licensee.

5.   REPORTS, RECORDS AND AUDITS.

     During the term of this Agreement, for so long as Licensee has a royalty
     obligation to Licensor under the terms hereof, Licensee shall deliver to
     Licensor within ten (10) days of the end of each calendar month a report
     setting forth in reasonable detail the Royalty Fee due to Licensor for such
     calendar month and Licensee's calculation of the same.

     During the term of this Agreement, for so long as Licensee has a royalty
     obligation to Licensor under the terms hereof and for three (3) years
     thereafter, Licensee shall keep complete and accurate books and records in
     sufficient detail to enable Licensor to verify the amounts due to it
     hereunder.

                                        3

<PAGE>

EXECUTION COPY

     During the term of this Agreement, for so long as Licensee has a royalty
     obligation to Licensor under the terms hereof and for three (3) years
     thereafter, Licensor shall have the right, through a qualified independent
     auditor, to review and audit the books and records of Licensee for the
     purpose of verifying the accuracy of royalty payments made by Licensee
     under this Agreement. Such reviews and audits shall be conducted with
     reasonable prior written notice to Licensee, at Licensee's place of
     business and during Licensee's normal business hours, and shall not be
     conducted more than once per calendar year. Each review and audit hereunder
     shall be at Licensor's sole cost and expense; provided, however, that
     Licensee shall promptly reimburse Licensor for all costs and expenses
     actually incurred in connection with a review and audit if the auditor
     determines that Licensee has underpaid by five percent (5%) or more during
     the relevant period under examination. Licensee will promptly pay Licensor
     the amount of any underpayment revealed by a review and audit, plus
     interest at the rate that is the lesser of 1.5% per month or the highest
     rate allowed by law from the dates that any unpaid amounts were due.

6.   ENFORCEMENT.

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

7.   TERM AND TERMINATION.

     This Agreement shall commence on the Effective Date and, unless earlier
     terminated according to the terms of this Agreement, shall expire upon the
     expiration or lapse of the last-to-expire or lapse of the Licensor Patent
     Rights (or, if earlier, upon the entry of a final order by a court of
     competent jurisdiction, which order is not appealable or regarding which
     appeal is not taken, effectively holding that there is no valid claim
     included in the Licensor Patent Rights).

     During the term of this Agreement, Licensor shall diligently prosecute
     and/or maintain Licensor Patent Rights. If no letters patent are granted on
     the applications specified in Licensor Patent Rights or if all such
     applications are finally rejected without appeal being taken or are
     abandoned, withdrawn or otherwise lapse, then the License granted pursuant
     to this Agreement shall terminate immediately. Licensor shall notify
     Licensee promptly in writing if the foregoing events shall occur.

                                        4

<PAGE>

EXECUTION COPY

     The License granted pursuant to this Agreement will terminate immediately,
     without any requirement for Licensor to provide notice, with respect to any
     Licensed Product that is terminated.

     In addition, either Party may terminate this Agreement by written notice at
     any time if the other Party materially breaches this Agreement and fails to
     cure such breach with thirty (30) days following written notice thereof
     from the non-breaching Party. Upon any termination or expiration of this
     Agreement, all rights and obligations under this Agreement (including
     Licensee's rights under the License) will immediately terminate; provided,
     however, that the provisions of Articles 1, 8 (the second paragraph only),
     10 (solely with respect Licensee's Losses based on or arising from
     Licensee's exercise of its rights in accordance with this Agreement while
     the License was in effect), 11 and 12, and any other provision that
     survives by its express terms, shall survive any termination or expiration
     of this Agreement.

8.   ACKNOWLEDGMENT OF RIGHTS.

     During the term of this Agreement, Licensee will not directly or
     indirectly: (i) initiate or participate in any proceeding of any kind
     opposing the grant of any patent, or challenging any patent application,
     within the Licensor Patent Rights, (ii) dispute the validity or
     enforceability of any patent within the Licensor Patent Rights or any of
     the claims thereof, or (iii) assist any other Person to do any of the
     foregoing (except if required by court order or subpoena); provided,
     however, the foregoing shall in no way limit Licensee's ability to defend
     against or to mitigate any claim brought by Licensor against Licensee.

     During the term of this Agreement and thereafter, Licensee shall not
     directly or indirectly interfere improperly with Licensor's ability to
     negotiate with any potential licensee under, or any potential purchaser of,
     the Licensor Patent Rights, or assist any other Person to do the foregoing
     (except if required by court order or subpoena). This paragraph shall
     survive termination or expiration of this Agreement for any reason.

     Any violation of this Article 8 will constitute a material breach of this
     Agreement.

9.   REPRESENTATIONS AND WARRANTIES.

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

                                        5

<PAGE>

EXECUTION COPY

     EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, LICENSOR DOES NOT MAKE AND
     HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
     STATUTORY OR OTHERWISE, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT
     INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, TITLE,
     FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.  INDEMNITY.

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

     Licensor shall indemnify, defend and hold harmless Licensee and its
     permitted sublicensees and assigns, Affiliates, employees, officers,
     directors, and agents from and against any Losses resulting or arising from
     any claim by the World Gold Council and/or World Gold Trust Services, LLC
     that Licensee establishing, operating or marketing Licensed Products in
     accordance with the terms of this Agreement infringes or otherwise violates
     any intellectual property rights of the World Gold Council and/or World
     Gold Trust Services, LLC.

     Licensor shall indemnify, defend and hold harmless Licensee and its
     permitted sublicensees and assigns, Affiliates, employees, officers,
     directors, and agents from and against any Losses resulting from or arising
     from any claim by Gemini Diversified Holdings LLC and/or Mr. Dan Ascani
     that Licensee establishing, operating or marketing Licensed Products in
     accordance with the terms of this Agreement infringes or otherwise violates
     any intellectual property rights of Gemini Diversified Holdings LLC and/or
     Mr. Dan Ascani. NOTWITHSTANDING THE FOREGOING, LICENSEE AGREES THAT
     LICENSOR'S ENTIRE LIABILITY TO THE INDEMNIFIED PARTIES IN RESPECT TO ANY
     SUCH CLAIM, IF ANY, SHALL IN NO EVENT EXCEED THE AMOUNT OF SEVENTY-FIVE
     THOUSAND U.S. DOLLARS ($75,000) IN THE AGGREGATE, WHETHER SUCH LIABILITY
     ARISES IN CONTRACT, TORT OR OTHERWISE AND EVEN IF LICENSOR HAS BEEN ADVISED
     OF THE POSSIBILITY OF LOSSES EXCEEDING SAID AMOUNT, AND THAT THE
     INDEMNIFIED PARTIES SHALL BE SOLELY RESPONSIBLE FOR ALL LOSSES IN EXCESS OF
     SAID AMOUNT.

     Each Party shall indemnify, defend and hold harmless the other Party and
     such other Party's Affiliates, employees, officers, directors, and agents
     from and against any Losses resulting or arising from any third-party claim
     that is based on, arises from or is related to the indemnifying Party
     allegedly having unauthorized possession of, making unauthorized use of, or
     obtaining/providing unauthorized access to, such third party's trade
     secrets, confidential or proprietary information, or service (whether such
     claim arises under tort, breach of express or implied contract, or
     otherwise), which acts are

                                        6

<PAGE>

EXECUTION COPY

     allegedly committed in connection with indemnifying Party establishing,
     operating or marketing a Licensed Product in accordance with this
     Agreement; provided, however, that the indemnity set forth in this
     paragraph shall not apply with respect to, and shall specifically exclude,
     (i) Losses resulting or arising from any third-party claim of patent,
     trademark or copyright infringement, and all claims based thereon, (ii)
     Losses arising as a result of the Indemnifying Party's obligations or
     duties in connection with a Trust Agreement (including, but not limited to,
     the Depository Trust Agreement for the iShares COMEX Gold Trust), the
     Parties acknowledging that such Losses, if any, are to be addressed
     pursuant to the terms of the Trust Agreement, and (iii) Losses covered by
     the second and third paragraphs of this Section 10, which paragraphs shall
     be Licensee's exclusive remedy for such Losses.

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

                                        7

<PAGE>

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

11.  LIMITATION OF LIABILITY.

     IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
     CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT DAMAGES, HOWSOEVER
     CAUSED, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF IT HAS BEEN
     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.  MISCELLANEOUS PROVISIONS.

     12.1. Assignment. Licensee may not assign or otherwise transfer (whether by
          operation of law or otherwise) any right or obligation under this
          Agreement without the prior written consent of Licensor. Such consent
          shall be deemed given with respect to an assignment or transfer
          (whether by operation of law or otherwise) of the entire Agreement,
          including all rights and obligations hereunder, to a successor in
          interest or assignee of substantially all of the assets of Licensee,
          provided that Licensee has given prompt written notice thereof to
          Licensor. This Agreement is binding on and inures to the benefit of
          the Parties and their permitted successors and assigns. Any attempted
          assignment or other transfer of rights under this Agreement in
          violation of this Article 12.1 will be void.

     12.2. 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).

     12.3. 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.

                                        8

<PAGE>

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

     12.5. 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.

     12.6. 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.

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

          Contact Information for Licensor:    Contact Information for Licensee:

          The Bank of New York                 Barclays Global Investors, N.A.
          One Wall Street                      45 Freemont Street
          New York, NY 10286                   San Francisco, CA 94105
          Attn: Christopher Sturdy             Attn: S. Paul Sacks, Esq.

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

     12.9. 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.

     12.10. 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)

                                        9

<PAGE>

EXECUTION COPY

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

The Bank of New York


By:
    -------------------------------
Name:
      -----------------------------
Title:
       ----------------------------
Date:
      -----------------------------


Barclays Global Investors, N.A.


By:
    -------------------------------
Name:
      -----------------------------
Title:
       ----------------------------
Date:
      -----------------------------


By:
    -------------------------------
Name:
      -----------------------------
Title:
       ----------------------------
Date:
      -----------------------------

                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.23.1
<SEQUENCE>8
<FILENAME>dex99231.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS L.L.P
<TEXT>
<PAGE>

                                                                   Exhibit 23.1

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   We hereby consent to the use in this Registration Statement on Pre-Effective
Amendment No. 4 to Form S-1 of our report dated January 24, 2005, relating to
the statement of financial condition of iShares COMEX Gold Trust (the "Trust"),
which appears in such Registration Statement. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

San Francisco, California
January 24, 2005

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
