Second Amendment to First Amended and Restated Depositary Trust Agreement


 Exhibit 4.1 
 BLACKROCK ASSET MANAGEMENT INTERNATIONAL INC., 
 as Sponsor

 And 
 THE BANK OF NEW YORK MELLON, 
 as Trustee 
  
  
 Second Amendment to 
 First Amended and Restated Depositary
Trust Agreement 
 iShares® COMEX® Gold Trust 

 
  
 Dated as of February 9, 2010 






 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page
		
	 SECOND AMENDMENT TO FIRST AMENDED AND RESTATED DEPOSITARY TRUST AGREEMENT ........................
	  	1
		
	 ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION
................................................................................................
	  	1
			
		 	 Section 1.1. Definitions
...........................................................................................................................................................
	  	1
			
		 	 Section 1.2. Rules of Construction
..........................................................................................................................................
	  	1
		
	 ARTICLE 2 AMENDMENTS TO THE DEPOSITARY TRUST AGREEMENT
.........................................................................
	  	2
			
		 	 Section 2.1. Text of the Amendments
.....................................................................................................................................
	  	2
		
	 ARTICLE 3 MISCELLANEOUS
.....................................................................................................................................................
	  	2
			
		 	 Section 3.1. Counterparts
........................................................................................................................................................
	  	2
			
		 	 Section 3.2. Third-Party Beneficiaries
....................................................................................................................................
	  	2
			
		 	 Section 3.3. Severability
.........................................................................................................................................................
	  	2
			
		 	 Section 3.5. Governing Law
...................................................................................................................................................
	  	2

  

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 SECOND AMENDMENT TO FIRST AMENDED AND RESTATED DEPOSITARY TRUST 
 AGREEMENT 
 THIS SECOND AMENDMENT (this “Amendment”) to the First Amended and Restated Depositary Trust Agreement dated as of February 6, 2007 is entered into on February 9, 2010, by and between
BLACKROCK ASSET MANAGEMENT INTERNATIONAL INC., a Delaware corporation, in its capacity as Sponsor, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee. 
 W I T N E S S E T H : 
 WHEREAS
the “iShares® COMEX® Gold Trust”, a trust created under the laws of the State of New York, is governed by the provisions of the First Amended and Restated Depositary Trust Agreement
dated as of February 6, 2007 (the “Depositary Trust Agreement”); and 
 WHEREAS the parties hereto wish to amend
the Depositary Trust Agreement as hereinafter set forth. 
 NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows: 
 ARTICLE 1 
 DEFINITIONS AND RULES OF CONSTRUCTION 
 Section 1.1. Definitions. Except as otherwise specified in this Amendment, or as the context may otherwise require, capitalized terms shall have the meaning ascribed to them in the Depositary
Trust Agreement. 
 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
Amendment as a whole and not to any particular Article, Section or other subdivision; 
 (v)
“including” means including without limitation; and 
 (vi) words in the singular include the plural
and words in the plural include the singular. 






 ARTICLE 2 
 AMENDMENTS TO THE DEPOSITARY TRUST AGREEMENT 
 Section 2.1. Text of the Amendments. Paragraph “(a)” of Section 5.7 of the Depositary Trust Agreement is hereby amended to read in full as follows: 
 (a) Each Depositor, and each person surrendering Shares for the purpose of withdrawing Trust Property, shall pay to the Trustee a fee of $500
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 (or such other fee as the Trustee, with the prior written consent of the Sponsor, may from time to
time announce). 
 ARTICLE 3 
 MISCELLANEOUS 
 Section 3.1. Counterparts. This Amendment 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 Amendment shall be filed with the Trustee and shall be open to inspection
by any Registered Owner during the Trustee’s business hours. 
 Section 3.2. Third-Party Beneficiaries. This
Amendment 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 3.3. Severability. In case any one or more of the provisions contained in this Amendment should be or become invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Amendment shall in no way be affected, prejudiced or disturbed thereby. 
 Section 3.4. Governing Law. This Amendment shall be interpreted under, and all rights and duties under this Amendment shall be
governed by, the internal substantive laws (but not the choice of law rules) of the State of New York. 
  

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 IN WITNESS WHEREOF, BLACKROCK ASSET MANAGEMENT INTERNATIONAL INC. and THE BANK OF NEW YORK
MELLON have duly executed this Second Amendment to the Depositary Trust Agreement as of the day and year first set forth above. 
  

					
	 BLACKROCK ASSET MANAGEMENT
 INTERNATIONAL INC.

		
	By:	 	 /s/ GEOFFREY D. FLYNN

		 	Name:	 	Geoffrey D. Flynn
		 	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ MICHAEL A. LATHAM

		 	Name:	 	Michael A. Latham
		 	Title:	 	Chief Executive Officer
	
	 THE BANK OF NEW YORK MELLON,
 as Trustee

		
	By:	 	 /s/ JOSEPH F. KEENAN

		 	Name:	 	Joseph F. Keenan
		 	Title:	 	Managing Director