UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549

FORM 10-K

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|   | ANNUAL REPORT PURSUANT TOSECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 |

For the fiscal year ended September 30, 2005

or

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|   | TRANSITION REPORTPURSUANT TO SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 |

Commission File Number 000-32356

streetTRACKS® GOLD TRUSTSPONSORED BY WORLD GOLDTRUST SERVICES, LLC

(Exact name ofregistrant as specified in its charter)

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| NewYork                                                       |  | 81-6124035                          |
| (Stateor other jurisdiction of incorporation or organization) |  | (I.R.S. Employer IdentificationNo.) |
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c/o World Gold Trust Services,LLC444 Madison Avenue, 3rd FloorNew York, New York 10022(212) 317-3800

(Address of principalexecutive offices, telephone number, including area code)

Securities registered pursuant to Section 12(b) of theAct:

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| (Titleof each class)        |  | Name ofeach exchangeon which registered |
| streetTRACKS®GOLD Share |  | New York StockExchange                  |
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Securites registered pursuant to Section12(g) of the Act: None

Indicate by checkmark whether the registrant (1)  has filed all reports requiredto be filed by Section  13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12  months (or for such shorterperiod that the registrant was required to file such reports), and(2)  has been subject to such filing requirements for the past90  days.

Yes           No   

Indicate by check mark if there if no disclosure ofdelinquent filers pursuant to Item 405 of Regulation  S-K iscontained herein, and will not be contained, to the best of theregistrant's knowledge, in definitive proxy or informationstatements incorporated by reference in Part  III of thisForm  10-K or any amendment to this Form  10-K.**[ X]**

Indicate by check mark whether theregistrant is an accelerated filer (as defined in Rule 12b-2 of theAct).    Yes       No   

Indicate box check mark whether the registrant is ashell company (as defined in Rule 12b-2 of theAct).    Yes       No   

As of March 31, 2005 the Registrant had 52,800,000shares outstanding. The aggregate market value of the shares held bynon-affiliates was approximately $2,260,896,000.

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DOCUMENTS INCORPORATED BYREFERENCE: None

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FORWARDLOOKING STATEMENTS

This Annual Report on Form 10-K containsvarious "forward-looking statements" withinthe meaning of Section 27A of the Securities Act of 1933, as amended,and Section 21E of the Securities Exchange Act of 1934, as amended, andwithin the Private Securities Litigation Reform Act of 1995, asamended. Forward-looking statements usually include the verbs,"anticipates,""believes,""estimates,""expects,""intends," "plans,""projects,""understands" and other verbs suggestinguncertainty. We remind readers that forward-looking statements aremerely predictions and therefore inherently subject to uncertaintiesand other factors and involve known and unknown risks that could causethe actual results, performance, levels of activity, or ourachievements, or industry results, to be materially different from anyfuture results, performance, levels of activity, or our achievementsexpressed or implied by such forward-looking statements. Readers arecautioned not to place undue reliance on these forward-lookingstatements, which speak only as of the date hereof. The Trustundertakes no obligation to publicly release any revisions to theseforward-looking statements to reflect events or circumstances after thedate hereof or to reflect the occurrence of unanticipated events.

Additional significant uncertainties and other factors affectingforward-looking statements are presented in the Risk Factors sectionwhich appears in Item 7—Management's Discussion andAnalysis of Financial Condition and Results ofOperations.

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TABLEOFCONTENTS

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|     |  |                                                                                                      |    | Page   |
| PARTI    |  |                                                                                                      | 1  |   |
| Item1.   |  | Business                                                                                                  |    |   | 1  |   |
|     |  | Strategy                                                                                                  |    |   | 1  |   |
|     |  | Overviewof the GoldIndustry                                                                               |    |   | 3  |   |
|     |  | Business of theTrust                                                                                      |    |   | 10 |   |
|     |  | Strategy Behind theShares                                                                                 |    |   | 10 |   |
|     |  | TheSponsor                                                                                                |    |   | 12 |   |
|     |  | TheTrustee                                                                                                |    |   | 13 |   |
|     |  | TheCustodian                                                                                              |    |   | 14 |   |
|     |  | The MarketingAgent                                                                                        |    |   | 15 |   |
|     |  | Description of theShares                                                                                  |    |   | 17 |   |
|     |  | Custody of theTrust'sGold                                                                                 |    |   | 18 |   |
|     |  | Description of theCustodyAgreements                                                                       |    |   | 20 |   |
|     |  | Creation andRedemption ofShares                                                                           |    |   | 24 |   |
|     |  | Description of theTrust Indenture                                                                         |    |   | 31 |   |
|     |  | UnitedStates Federal Tax Consequences                                                                     |    |   | 40 |   |
| Item2.   |  | Properties                                                                                                |    |   | 45 |   |
| Item3.   |  | Legal Proceedings                                                                                         |    |   | 45 |   |
| Item4.   |  | Submission of Matters to a Vote of SecurityHolders                                                        |    |   | 45 |   |
| PARTII   |  |                                                                                                      | 46 |   |
| Item 5.  |  | Market forRegistrant's Common Equity, Related Stockholder Matters andIssuer Purchases of EquitySecurities |    |   | 46 |   |
| Item6.   |  | Selected Financial Data                                                                                   |    |   | 47 |   |
| Item7.   |  | Management's Discussion and Analysis of FinancialCondition and Results of Operation                       |    |   | 49 |   |
| Item7A.  |  | Quantitative and Qualitative Disclosures about MarketRisk                                                 |    |   | 62 |   |
| Item 8.  |  | Financial Statementand Supplementary Data                                                                 |    |   | 63 |   |
| Item9.   |  | Changes in and Disagreements with Accountants on Accountingand Financial Disclosure                       |    |   | 63 |   |
| Item9A.  |  | Controls and Procedures                                                                                   |    |   | 63 |   |
| Item9B.  |  | OtherInformation                                                                                          |    |   | 64 |   |
| PARTIII  |  |                                                                                                      | 66 |   |
| Item 10. |  | Directors andExecutive Officers of the Registrant                                                         |    |   | 66 |   |
| Item11.  |  | Executive Compensation                                                                                    |    |   | 66 |   |
| Item12.  |  | Security Ownership of Certain Beneficial Owners andManagement                                             |    |   | 66 |   |
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| Item 13. |  | CertainRelationships and RelatedTransactions |    |   | 66 |   |
| Item 14. |  | PrincipalAccounting Fees andServices         |    |   | 67 |   |
| PARTIV   |  |                                         | 68 |   |    |   |   |   |
| Item 15. |  | Exhibits andFinancial StatementSchedules     |    |   | 68 |   |
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PARTI

Item 1.    Business

StreetTRACKS®Gold Trust is an investment trust, formed on November 12, 2004 underNew York law pursuant to a trust indenture, or the Trust Indenture.World Gold Trust Services LLC is the Sponsor of the Trust, or theSponsor. The Bank of New York is the trustee of the Trust, or theTrustee. State Street Global Markets, LLC is the marketing agent of theTrust, or the Marketing Agent. The Trust holds gold and from time totime issues Baskets in exchange for deposits of gold and distributesgold in connection with redemptions of Baskets. The investmentobjective of the Trust is for the Shares to reflect the performance ofthe price of gold bullion, less the Trust's expenses.

Strategy

The Shares are intended to offer investors anopportunity to participate in the gold market through an investment insecurities. Historically, the logistics of buying, storing and insuringgold have constituted a barrier to entry for some institutional andretail investors alike. The ownership of the Shares is intended toovercome these barriers to entry. The logistics of storing and insuringgold are dealt with by HSBC Bank USA, N.A., as custodian of the Trust,or the Custodian, and the related expenses are built into the price ofthe Shares. Therefore, the investor does not have any additional tasksor costs over and above those associated with dealing in any otherpublicly traded security.

The Shares are intended to provideinstitutional and retail investors with a simple and cost-efficientmeans of gaining investment benefits similar to those of holdingallocated gold bullion. The Shares offer an investment that is:

Easily Accessible.    Investors can access the gold marketthrough a traditional brokerage account. The Sponsor believes thatinvestors will be able to more effectively implement strategic andtactical asset allocation strategies that use gold by using the Sharesinstead of using the traditional means of purchasing, trading andholding gold.

Relatively Cost Efficient.    The Sponsorbelieves that, for many investors, transaction costs related to theShares will be lower than those associated with the purchase, storageand insurance of allocated gold.

ExchangeTraded.    The Shares trade on the NYSE, providing investors withan efficient means to buy, sell, or sell short in order to implement avariety of investment strategies. The Shares are eligible for marginaccounts.

Transparent.    The Shares are backed by theassets of the Trust and the Trust does not hold or employ anyderivative securities. Further, the Trust's holdings and theirvalue based on current market prices are reported on the Trust'swebsite each business day.

Operation of theTrust.    The Shares represent units of fractional undividedbeneficial interest in and ownership of the Trust. The Trust is notmanaged like a corporation or an active investment vehicle. The goldheld by the Trust will only be sold; (1) on an as-needed basis to payTrust expenses, (2) in the event the Trust terminates and liquidatesits assets, or (3) as otherwise required by law or regulation. The saleof gold by the Trust is a taxable event to Shareholders. See"United States Federal Tax Consequences—Taxation ofUS Shareholders." The material terms of the TrustIndenture are discussed under "Description of the TrustIndenture."

The Trust is not registered as aninvestment company under the Investment Company Act of 1940 and is notrequired to register under such act. The Trust will not hold or tradein commodity futures contracts regulated by the Commodity Exchange Act,or the CEA, as administered by the Commodity Futures TradingCommission, or the CFTC. The Trust is not a commodity pool for purposesof the CEA, and none of the Sponsor, the Trustee or the Marketing Agentis subject to regulation as a commodity pool operator or a commoditytrading adviser in connection with the Shares.

The Trust createsand redeems Shares from time to time, but only in Baskets (a Basketequals a block of 100,000 Shares). The number of outstanding Shareschanges from time to time as a result of the 

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creation and redemption of Baskets. Thecreation and redemption of Baskets requires the delivery to the Trustor the distribution by the Trust of the amount of gold and any cashrepresented by the Baskets being created or redeemed. The total amountof gold and any cash required for the creation of Baskets is based onthe combined net asset value, or NAV, of the number of Baskets beingcreated or redeemed. The number of ounces of gold required to create aBasket or to be delivered upon a redemption of a Basket will continueto gradually decrease over time. This is because the Shares comprisinga Basket will represent a decreasing amount of gold due to the sale ofthe Trust's gold to pay the Trust's expenses. Baskets maybe created or redeemed only by Authorized Participants. An AuthorizedParticipant is a person who (1) is a registered broker-dealer or othersecurities market participant such as a bank or other financialinstitution which is not required to register as a broker-dealer toengage in securities transactions, (2) is a participant in DTC, (3) hasentered into an agreement with the Sponsor and the Trustee whichprovides the procedures for the creation and redemption of Baskets andfor the delivery of the gold and any cash required for such creationsand redemptions, or a Participant Agreement, and (4) has established anunallocated gold account with the Custodian, or an AuthorizedParticipant Unallocated Account. Authorized Participants pay atransaction fee of $2,000 for each order to create or redeem Baskets.Authorized Participants may sell to other investors all or part of theShares included in the Baskets they purchase from the Trust.

TheTrustee determines the NAV of the Trust on each day that the NYSE isopen for regular trading, at the earlier of the afternoon session ofthe twice daily fix of the price of gold which starts at 3:00PM London,England time, or the London PM Fix, or 12:00 PM New York time. The2:00PM fix is performed in London by the five members of the LondonGold Fix. The NAV of the Trust is the aggregate value of theTrust's assets less its estimated accrued but unpaid liabilities(which include accrued expenses). In determining the Trust's NAV,the Trustee values the gold held by the Trust based on the London PMFix price for an ounce of gold. The Trustee also determines the NAV perShare. If on a day when the Trust's NAV is being calculated theLondon PM Fix is not available or has not been announced by 12:00 PMNew York time, the gold price from the next most recent London fix (AMor PM) will be used, unless the Trustee determines that such price isinappropriate to use.

The Trust's assets only consist ofallocated gold bullion, gold credited to an unallocated gold accountand, from time to time, cash, which will be used to pay expenses.Except for the transfer of gold in or out of the Trust UnallocatedAccount in connection with the creation or redemption of Baskets orupon a sale of gold to pay the Trust's expenses, it isanticipated that only a small amount of unallocated gold will be heldin the Trust Unallocated Account. Cash held by the Trust will notgenerate any income. The Trust does not hold any derivativeinstruments. Each Share represents a proportional interest, based onthe total number of Shares outstanding, in the gold and any cash heldby the Trust, less the Trust's liabilities (which include accruedbut unpaid fees and expenses). The Sponsor expects that the secondarymarket trading price of the Shares will fluctuate over time in responseto the price of gold. In addition, the Sponsor expects that the tradingprice of the Shares will reflect the estimated accrued but unpaidexpenses of the Trust.

Investors may obtain on a 24-hour basisgold pricing information based on the spot price for an ounce of goldfrom various financial information service providers. Current spotprices are also generally available with bid/ask spreads from goldbullion dealers. In addition, the Trust's website providesongoing pricing information for gold spot prices and the Shares. Marketprices for the Shares are available from a variety of sources includingbrokerage firms, information websites and other information serviceproviders. The NAV of the Trust is published by the Sponsor on each daythat the NYSE is open for regular trading and is posted on theTrust's website.

The Trust has no fixed termination dateand will terminate upon the occurence of a termination event listed inthe Trust Indenture. See "Description of the TrustIndenture—Termination of the Trust."

Overview Of The Gold Industry

How Gold Travels fromthe Mine to the Customer

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

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Gold, a naturally occurring mineralelement, is found in ore deposits throughout the world. Ore containinggold is first either dug from the surface or blasted from the rock faceunderground. Mined ore is hauled to a processing plant, where it iscrushed or milled. Crushed or milled ore is then concentrated in orderto separate out the coarser gold and heavy mineral particles from theremaining parts of the ore. Gold is extracted from these oreconcentrates by a number of processes and, once extracted, is thensmelted to a gold-rich doré (generally a mixture of gold andsilver) and cast into bars. Smelting, in its simplest definition, isthe melting of ores or concentrates with a reagent which results in theseparation of gold from impurities.

The doré goes througha series of refining processes to upgrade it to a purity and formatthat is acceptable in the market place. Refining can take a number ofdifferent forms, according to the type of ore being treated. Thedoré is refined to a purity of 99.5% or higher. The mostcommon international standard of purity is the standard established bythe London Good Delivery Standards, described in"Operation of the Gold Bullion Market—The LondonBullion Market."

The gold mining company pays therefinery a fee, and then sells the bars to a bullion dealer. In somecases, the refinery may buy the gold from the mining company, thuseffectively operating as a bullion dealer. Bullion dealers in turn sellthe gold to manufacturers of jewelry or industrial products containinggold. Both the sale by the mine and the purchase by the manufacturerwill frequently be priced with reference to the London gold price fix,which is widely used as the price benchmark for international goldtransactions.

Some gold mining companies sell forward their goldto a bullion dealer in order to lock in cash-flow for revenuemanagement purposes. The price they receive on delivery of the goldwill be that which was agreed to at the time of the initialtransaction, equivalent to the spot price plus the interest accrued upuntil the date of delivery.

Once a manufacturer of jewelry orindustrial products has taken delivery of the purchased gold, themanufacturer fabricates it and sells the fabricated product to thecustomer. This is the typical pattern in many parts of the developingworld. In some countries, especially in the industrialized world,bullion dealers will consign gold out to a manufacturer. In thesecases, the gold will be stored in a secured vault on the premises ofthe manufacturer, who will use these consignment stocks for fabricationinto products as needed. The actual sale of the gold from the bulliondealer to the manufacturer only takes place at the time themanufacturer sells the product, either to a distributor, a retailer orthe customer.

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

Gold Supplyand Demand

Gold is a physical asset that is accumulated, ratherthan consumed. As a result, virtually all the gold that has ever beenmined still exists today in one form or another. Gold Survey2005, a publication of GFMS Ltd. (GFMS), an independent preciousmetals research organization based in London, estimates that existingabove-ground stocks of gold amounted to 153,000 tonnes (approximately4.9 billion ounces) at the end of 2004. These stocks have increased byapproximately 2.0% per year on average for the 10 years endingDecember 2004. When used in this report,"tonne" refers to one metric tonne, which isequivalent to 1,000 kilograms or 32,150.7465 troy ounces.

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

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|  | •  | Gold purchased or heldas a store of value or monetary asset;and |

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|  | •  | Gold purchased or held asa raw material or commodity. |

The first category, gold held as astore of value or monetary asset, includes the 32,600 tonnes of goldthat is estimated to be owned by the official sector (central banks,other governmental agencies and multi-lateral institutions such as theInternational Monetary Fund). GFMS estimate that a little over

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3,500 tonnes of this had already beenmobilized into the market and fabricated into gold products. Thisreduces to 29,100 tonnes (19.0% of the estimated total) thetotal that could theoretically become available in the unlikely eventthat all official sector holdings were liquidated. The 24,100 tonnes ofgold (15.8% of the estimated total) in the hands of privateinvestors also falls into this first category. While much of the goldin this category exists in bullion form and, in theory, could bemobilized and made available to the market, there are currently noindications that a significantly greater amount of gold will bemobilized in the near future than has been mobilized in recentyears.

The second category, gold held as a raw material orcommodity, includes the 78,500 tonnes of gold (51.3% of theestimated total) that has been manufactured into jewelry. As all goldjewelry exists as fabricated products, the jewelry would need to beremelted and transformed into bullion bars before being mobilized intothe market in an acceptable form. While adornment is the primarymotivation behind purchases of gold jewelry in the industrializedworld, much of the jewelry in the developing world has an additionalstore of value element, with this jewelry being held, at least in part,as a means of savings. As this jewelry in the developing world tends tobe of higher purity, the price of an item of jewelry is more closelycorrelated with the value of the gold contained in it than is the casein the industrialized world. As a result, this jewelry is moresusceptible to recycling. Recycled jewelry, primarily from thedeveloping world, is the largest single component of annual gold scrapsupply, which has averaged 753 tonnes annually over the last 10years.

The second category also includes the 17,700 tonnes ofgold (11.6% of the estimated total) that has been manufacturedor incorporated into industrial products. Similar to jewelry, this goldwould need to be recovered from the industrial products and thenremelted and recast into bars before it could be mobilized into themarket. Small quantities of remelted gold from industrial products comeonto the market each year.

Approximately 3,600 tonnes ofabove-ground stocks (2.4% of the estimated total) is unaccountedfor.

Sources of Gold Demand

As reported bypublished statistics, the demand for gold amounted to less than3.0% of total above ground stocks in 2004. Demand for gold isdriven primarily by demand for jewelry, which is used for adornmentand, in much of the developing world, also as an investment. Retailinvestment and industrial applications represent increasinglyimportant, though relatively small, components of overall demand.Retail investment is measured as customer purchases of bars and coins.Gold bonding wire and gold plated contacts and connectors are the twomost frequent uses of gold in industrial applications.

Golddemand is widely dispersed throughout the world. While there areseasonal fluctuations in the levels of demand for gold (especiallyjewelry) in many countries, variations in the timing of suchfluctuations in different countries mean that seasonal changes indemand do not have a significant impact on the global gold price.

Jewelry

The primary source of gold demand is gold jewelry.The motivation for jewelry purchases differs in various regions of theworld. In the industrialized world, gold jewelry tends to be purchasedpurely for adornment purposes, while gold's attributes as a storeof value and a means of saving provide an additional motivation forjewelry purchases in much of the developing world. Price and economicfactors, such as available wealth and disposable income, are theprimary factors in jewelry demand. Jewelry purchased purely foradornment purposes is generally of lower caratage or purity, withdesign input and improved finishes accounting for a substantial portionof the purchase price. In those parts of the world where the additionalmotivation of savings or investment applies to the purchase of jewelry,which are mainly in Asia, the Indian subcontinent and the Middle East,gold jewelry is generally of higher caratage, and the purchase pricemore closely reflects the value of the gold contained in each item.

Electronics, dentistry and other industrial and decorativeapplications

Gold bonding wire and gold plated contacts andconnectors are the two most frequent uses of gold in electronics. Otheruses include high-melting point gold alloy solders and gold thick filmpastes for 

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hybrid circuits. In conservative andrestorative dentistry, gold is generally used alloyed with other noblemetals and with base metals, for inlay and onlay fillings, crown andbridgework and porcelain veneered restorations. Increasingly, pure goldelectroforming is being used for dental repairs. Other industrialapplications of gold include the use of thin gold coatings on table andenamel ware for decorative purposes and on glasses used in theconstruction and aerospace industries to reflect infra-red rays. Smallquantities are also used in various pharmaceutical applications,including the treatment of arthritis, and in medical implants. Futureapplications for gold catalysts are in pollution control, clean energygeneration and fuel cell technology. In addition, work is under way onthe use of gold in cancer treatment.

Retail investment

Retail investment demand covers coins and bars meeting the standardsfor investment gold adopted by the European Union, extended to includemedallions of variable purity used primarily for investment purposesand bars or coins which are likely to be worn as jewelry in certaincountries. Retail investment is measured as net purchases by theultimate customer.

Investment in Exchange Traded Fundsand related products

This line item represents the annualincrease in investment in gold ETFs and related products. The productsare listed in the footnote to the table of gold supply and demand inthe section captioned "Overview of the Gold BullionMarket—Gold Supply and Demand." The statistics inthe columns under each calendar year are calculated by subtracting thereported total assets invested in the various products at the beginningof the year from the reported total assets invested at the close of theyear.

Operation of the Gold Bullion Market

Theglobal trade in gold consists of over-the-counter (OTC) transactions inspot, forwards, and options and other derivatives, together withexchange-traded futures and options.

GlobalOver-The-Counter Market

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

Market makers, as well as others in the OTC market, trade with eachother and with their clients on a principal-to-principal basis. Allrisks and issues of credit are between the parties directly involved inthe transaction. Market makers include the nine market-making membersof the LBMA, the trade association that acts as the coordinator foractivities conducted on behalf of its members and other participants inthe London bullion market.The nine market-making members of the LBMAare: the Bank of Nova Scotia – ScotiaMocatta, Barclays Bank PLC,Deutsche Bank AG, HSBC Bank USA, National Association, London Branch,Goldman Sachs International, JPMorgan Chase Bank, N.A., Royal Bank ofCanada Limited, Société Générale and UBSAG. The OTC market provides a relatively flexible market in terms ofquotes, price, size, destinations for delivery and other factors.Bullion dealers customize transactions to meet clients'requirements. The OTC market has no formal structure and no open-outcrymeeting place.

The main centers of the OTC market are London,New York and Zurich. Mining companies, central banks, manufacturers ofjewelry and industrial products, together with investors andspeculators, tend to transact their business through one of thesemarket centers. Centers such as Dubai and several cities in the FarEast also transact substantial OTC market business, typically involvingjewelry and small bars (1 kilogram or less). Bullion dealers haveoffices around the world and most of the world's major bulliondealers are either members or associate members of the LBMA. Of thenine market-making members of the LBMA, five offer clearing services.There are an additional 50 full members, plus a number of associatemembers around the world. The information about LBMA members in thisreport is as of May  6, 2005. These numbers may change from timeto time as new members are added and existing members drop out.

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In the OTC market, the standard size ofgold trades between market makers ranges between 5,000 and 10,000ounces. Bid-offer spreads are typically 50 US cents per ounce. Certaindealers are willing to offer clients competitive prices for much largervolumes, including trades over 100,000 ounces, although this will varyaccording to the dealer, the client and market conditions, astransaction costs in the OTC market are negotiable between the partiesand therefore vary widely. Cost indicators can be obtained from variousinformation service providers as well as dealers.

Liquidity inthe OTC market can vary from time to time during the course of the24-hour trading day. Fluctuations in liquidity are reflected inadjustments to dealing spreads – the differential between adealer's "buy" and"sell" prices. The period of greatestliquidity in the gold market generally occurs at the time of day whentrading in the European time zones overlaps with trading in the UnitedStates, which is when OTC market trading in London, New York and othercenters coincides with futures and options trading on the COMEXdivision of the New York Mercantile Exchange. This period lasts forapproximately four hours each New York business day morning.

The London Bullion Market

Althoughthe market for physical gold is distributed globally, most OTC markettrades are cleared through London. In addition to coordinating marketactivities, the LBMA acts as the principal point of contact between themarket and its regulators. A primary function of the LBMA is itsinvolvement in the promotion of refining standards by maintenance ofthe "London Good Delivery Lists," which arethe lists of LBMA accredited melters and assayers of gold. The LBMAalso coordinates market clearing and vaulting, promotes good tradingpractices and develops standard documentation.

Theterm "loco London" gold refers to goldphysically held in London that meets the specifications for weight,dimensions, fineness (or purity), identifying marks (including theassay stamp of a LBMA acceptable refiner) and appearance set forth in"The Good Delivery Rules for Gold and SilverBars" published by the LBMA. Gold bars meeting theserequirements are described in this report from time to time as"London Good Delivery Bars." The unit oftrade in London is the troy ounce, whose conversion between grams is:1,000 grams = 32.1507465 troy ounces and 1 troy ounce = 31.1034768grams. A London Good Delivery Bar is acceptable for delivery insettlement of a transaction on the OTC market. Typically referred to as400-ounce bars, a London Good Delivery Bar must contain between 350 and430 fine troy ounces of gold, with a minimum fineness (or purity) of995 parts per 1,000 (99.5%), be of good appearance and be easyto handle and stack. The fine gold content of a gold bar is calculatedby multiplying the gross weight of the bar (expressed in units of 0.025troy ounces) by the fineness of the bar. A London Good Delivery Barmust also bear the stamp of one of the melters and assayers who are onthe LBMA approved list. Unless otherwise specified, the gold spot pricealways refers to that of a London Good Delivery Bar. Business isgenerally conducted over the phone and through electronic dealingsystems.

Twice daily during London trading hours thereis a fix which provides reference gold prices for that day'strading. Many long-term contracts will be priced on the basis of eitherthe morning (AM) or afternoon (PM) London fix, and market participantswill usually refer to one or the other of these prices when looking fora basis for valuations. The London fix is the most widely usedbenchmark for daily gold prices and is quoted by various financialinformation sources.

Formal participation in theLondon fix is traditionally limited to five members, each of which is abullion dealer and a member of the LBMA. N M Rothschild & SonsLimited withdrew from participation in the London fix in April 2004after acting as chairman since the inception of the fix more than 80years ago. This prompted some changes in the process which took effectfrom May 2004. The chairmanship now rotates annually among the fivemember firms. Under this new arrangement, ScotiaMocatta (a division ofthe Bank of Nova Scotia), assumed the chairmanship on May 5, 2004, fora period of twelve months. HSBC Bank took over the chairmanship witheffect from May  3, 2005. Also, with effect from May 2004, thefix has taken place by telephone and the five member firms no longermeet face-to-face as was previously the case. The morning session ofthe fix starts at 10:30 AM London time and the afternoon session startsat 3:00 PM London time. The other members of the gold fixing arecurrently Deutsche Bank AG, HSBC Bank USA, N.A., SociétéGénérale and Barclays Bank plc. Barclays Bank plc boughtthe N M Rothschild Limited's seat on the London fix for anundisclosed sum. Any other market participant wishing to participate inthe trading on the fix is required to do so through one of the fivegold fixing members.

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Orders are placed either with oneof the five fixing members or with another bullion dealer who will thenbe in contact with a fixing member during the fixing. The fixingmembers net-off all orders when communicating their net interest at thefixing. The fix begins with the fixing chairman suggesting a"trying price," reflecting the market priceprevailing at the opening of the fix. This is relayed by the fixingmembers to their dealing rooms which have direct communication with allinterested parties. Any market participant may enter the fixing processat any time, or adjust or withdraw his order. The gold price isadjusted up or down until all the buy and sell orders are matched, atwhich time the price is declared fixed. All fixing orders aretransacted on the basis of this fixed price, which is instantly relayedto the market through various media. The London fix is widely viewed asa full and fair representation of all market interest at the time ofthe fix.

Futures Exchanges

Themost significant gold futures exchanges are the COMEX division of theNew York Mercantile Exchange and the Tokyo Commodity Exchange (TOCOM).The COMEX division of the New York Mercantile Exchange is the largestexchange in the world for trading precious metals futures and optionsand has been trading gold since 1974. The TOCOM has been trading goldsince 1982. Trading on these exchanges is based on fixed delivery datesand transaction sizes for the futures and options contracts traded.Trading costs are negotiable. As a matter of practice, only a smallpercentage of the futures market turnover ever comes to physicaldelivery of the gold represented by the contracts traded. Bothexchanges permit trading on margin. Margin trading can add to thespeculative risk involved given the potential for margin calls if theprice moves against the contract holder. The COMEX division of the NewYork Mercantile Exchange operates through a central clearance system.On June 6, 2003, TOCOM adopted a similar clearance system. In eachcase, the exchange acts as a counterparty for each member for clearingpurposes.

Other Exchanges

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

Market Regulation

The global goldmarkets are overseen and regulated by both governmental andself-regulatory organizations. In addition, certain trade associationshave established rules and protocols for market practices andparticipants. In the United Kingdom, responsibility for the regulationof the financial market participants, including the major participatingmembers of the LBMA, falls under the authority of the FinancialServices Authority (FSA) as provided by the Financial Services andMarkets Act 2000 (FSM Act). Under this act, all UK-based banks,together with other investment firms, are subject to a range ofrequirements, including fitness and properness, capital adequacy,liquidity, and systems and controls.

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

Participantsin the US OTC market for gold are generally regulated by the marketregulators which regulate their activities in the other markets inwhich they operate. For example, participating banks are regulated bythe banking authorities. In the United States, Congress created theCFTC in 1974 as an independent agency with the mandate to regulatecommodity futures and option markets in the United States. The CFTCregulates market participants and has established rules designed toprevent market manipulation, abusive trade practices and fraud. TheCFTC requires that any trader holding an open position of more than 200lots (i.e. 20,000 ounces) in any one contract month on the COMEXdivision of the New York Mercantile Exchange must declare his or heridentity, the nature of his or her business (hedging, speculative,etc.) and the existence and size of his or her positions.

The TOCOM has authority to perform financial andoperational surveillance on its members' trading activities,scrutinize positions held by members and large-scale customers, andmonitor the price 

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movements of futures markets by comparing themwith cash and other derivative markets' prices. To act as aFutures Commission Merchant Broker, a broker must obtain a license fromJapan's Ministry of Economy, Trade and Industry (METI), theregulatory authority that oversees the operations of the TOCOM.

Analysis of Historical Movements in thePrice of Gold

As movements in the price ofgold are expected to directly affect the price of the Shares, investorsshould understand what the recent movements in the price of gold havebeen. Investors, however, should also be aware that past movements inthe gold price are not indicators of future movements. This section ofthe prospectus identifies recent trends in the movements of the goldprice and discusses some of the important events which have influencedthese movements.

The following chart provideshistorical background on the price of gold. The chart illustratesmovements in the price of gold in US dollars per ounce over the periodfrom January 1971 to September 30, 2005, and is based on the London PMFix.

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The following chartillustrates the movements in the price of gold in US dollars per ounceover the period from January 1999 to September 30, 2005, and is basedon the London PM Fix. This period corresponds to the boxed portion ofthe abovechart.

Afterreaching a 20-year low of $252.80 per ounce at the London PM Fix onJuly 20, 1999, the gold price gradually increased. The average goldprice for 2002 was $309.68 per ounce, and the average for 2003 was$363.32 per ounce. During the year 2004, the gold price ranged betweena low of $375.00 on May 10, and a high of $454.20 on December 2, withthe average for the year being $409.17. For the period January 1, 2005to September 30, 2005, the gold price traded in a range between $411.10per ounce (February  8) and $473.25 (September  30), andthe average was $431.62. For the period October 1, 2005 to November 30,2005, the gold price traded in a range between $456.50 per ounce(November  7) and $496.00 (November  28 and 29), and theaverage was $473.36.

The initial reason for themarket's turnaround during 1999 was the strong rise in physicaldemand, notably in price sensitive markets such as China, Egypt, Indiaand Japan. The sharp gold price rise in September 1999 was largely areflection of the Central Bank Gold Agreement, which removed animportant element of uncertainty from the market and led not just torenewed professional interest in the market but also to short-coveringpurchases. The Central Bank Gold Agreement underpinned improvedsentiment in the longer term (fears over official sector sales had beena key element to negative sentiment across the market in the latterpart of the 1990s).

Despite the Central Bank GoldAgreement, a number of factors led to the gold price resuming adownward trend in 2000. These included renewed strength in the dollar(gold is often perceived as a dollar hedge), strong global economicgrowth, low inflation and, for much of the year, buoyant stock marketsin the United States and other key countries. This downward price trendpersisted into the early part of 2001. At this time the gold price onceagain appeared to be approaching $250 per ounce but, as before, strongphysical demand from price sensitive markets such as India againcountered the downward trend.

Sentiment in the goldmarket started to change in early 2001, and the gold price has shown anupward trend since March of that year. A rapid economic slowdownoccurred in the world economy, while stock markets in the United Statesand other key countries were falling. There was an end to thesignificant disinvestment in gold in Europe and North America that hadaffected gold prices during 2000. In addition, the rapid sequence ofinterest rate cuts in the United States reduced the risk/reward ratiothat had previously been enjoyed by speculators who had been trading inthe gold market from the short side (i.e., selling forward or futureswith a view to buying back at a lower price). Lower interest ratesreduced the contango (i.e., the premium available on gold for futuredelivery) available and this, combined with steady prices, meant thatsuch trades became increasingly unattractive. After 

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the first quarter of 2001, some miningcompanies started to reduce their hedge books, reducing the amount ofgold coming onto the market. Political uncertainties and the continuingeconomic downturn after the attacks of September 11, 2001 added todemand for gold investments.

The continuation of theupward price trend since early 2001 reflected external issues such asthe decline in the US dollar relative to other currencies, there-emergence of inflationary pressures, volatility in equity markets,doubts over global economic recovery other than in China and East Asia,concern over corporate governance issues, and increasing politicaltension, including the rise in terrorism. Developments internal to thegold market such as rising investment demand, the announcement of therenewed Central Bank Gold Agreement, and the continued reduction inforward selling by mining companies also played an important role. Inrecent months, the international value of the US dollar has appearedsomewhat more stable, which implies that the other factors have takenon greater significance. In particular, the rising gold price hasencouraged even greater investment demand, and there has beenspeculation about possible future purchases by some centralbanks.

Business of the Trust

The investmentobjective of the Trust is for the Shares to reflect the performance ofthe price of gold bullion, less the Trust's expenses. The Sponsorbelieves that, for many investors, the Shares represent acost-effective investment relative to traditional means of investing ingold. As the value of the Shares is tied to the value of the gold heldby the Trust, it is important in understanding the investmentattributes of the Shares to first understand the investment attributesof gold.

Strategy behind the Shares

The Sharesare intended to offer investors a new and different opportunity toparticipate in the gold market through an investment in securities.Certain pension funds which have not been able to participate in thegold market are expected to be able to purchase and hold the Shares.Historically, the logistics of buying, storing and insuring gold haveconstituted a barrier to entry for some institutional and retailinvestors alike. The offering of the Shares is intended to overcomethese barriers to entry. The logistics of storing and insuring gold aredealt with by the Custodian and the related expenses are built into theprice of the Shares. Therefore, the investor does not have anyadditional tasks or costs over and above those associated with dealingin any other publicly traded security.

LicenseAgreement

In connection with the settlement of a lawsuitbetween the WGC, WGTS and BNY concerning the ownership of certainintellectual property related to the Trust and BNY's contractualentitlement to act as the trustee of the Trust, BNY has agreed to serveas the trustee of the Trust. In addition, while the WGC and WGTS do notagree that BNY owns any of the intellectual property involved with theTrust, the WGC and WGTS have entered into a license agreement with BNYunder which BNY grants to the WGC and WGTS a perpetual, world-wide,non-exclusive, non-transferable license under BNY's patents andpatent applications that cover securitized gold products solely for thepurpose of establishing, operating and marketing any securitized goldfinancial product that is sold, sponsored or issued by the WGC or WGTS.Also under the license agreement, the WGC and WGTS grant to BNY aperpetual, world-wide, non-exclusive, non-transferable license undertheir patents, patent applications and other intellectual propertyrights solely for the purpose of establishing, operating and marketingfinancial products involving the securitization of any commodity,including gold.

Trust Expenses

TheTrustee sells gold as needed to pay the expenses of the Trust, asdescribed below. The Trust's estimated ordinary operatingexpenses are accrued daily commencing after the first day of thetrading of the Shares on the NYSE and are reflected in the NAV of theTrust. The ordinary operating expenses of the Trust include: (1) feespaid to the Sponsor, (2) fees paid to the Trustee, (3) fees paid to theCustodian, (4) fees paid to the Marketing Agent and (5) various Trustadministration fees, including printing and mailing costs, legal andaudit fees, registration fees and NYSE listing fees. The 

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Sponsor is responsible for the costs of theTrust's organization and the initial sale of the Shares,including the applicable SEC registration fees. The Trustee charged nofee and assumed the Trust's operating expenses (other thanextraordinary expenses) for the period from the Trust's formationthrough the day the Shares commenced trading on the NYSE. The Trusteeand the Sponsor have entered into a separate agreement relating topayment by the Sponsor to the Trustee for this period. These paymentsare not reimbursable to the Sponsor by the Trust. If the Sponsor failsto pay the Trustee under such agreement, the Trustee may recover theunpaid amounts from the assets of the Trust, and may sell theTrust's gold as necessary to provide funds for such unpaidamounts.

Fees are paid to the Sponsor as compensation forservices performed under the Trust Indenture and for services performedin connection with maintaining the Trust's website and marketingthe Shares. The Sponsor's fee is payable monthly in arrears andis accrued daily at an annual rate equal to 0.15% of the ANAV ofthe Trust, subject to reduction as described below. The Sponsor willreceive reimbursement from the Trust for all of its disbursements andexpenses incurred in connection with the Trust. The Sponsor was paid$2,224,623 for its services during the period November 12, 2004 throughSeptember 30, 2005.

Fees are paid to the Trustee as compensationfor services performed under the Trust Indenture. The Trustee'sfee is payable monthly in arrears and is accrued daily at an annualrate equal to 0.02% of the ANAV of the Trust, subject to aminimum fee of $500,000 and a maximum fee of $2 million per year. TheTrustee's fee is subject to modification as determined by theTrustee and the Sponsor in good faith to account for significantchanges in the Trust's administration or the Trustee'sduties. The Trustee charges the Trust for its expenses anddisbursements incurred in connection with the Trust (including theexpenses of the Custodian paid by the Trustee), exclusive of fees ofagents for services to be performed by the Trustee, and for anyextraordinary services performed by the Trustee for the Trust. TheTrustee was paid $443,951 for its services during the period November12, 2004 through September 30, 2005.

Fees are paid to theCustodian as compensation for its custody services in connection withthe Trust Allocated Account and the Trust Unallocated Account. Underthe Allocated Bullion Account Agreement, as amended December 5, 2005,or the Allocated Bullion Account Agreement, the Custodian is currentlyentitled to a fee that is accrued daily at an annual rate equal to0.10% of the average daily aggregate value of the gold held inthe Trust Allocated Account and the Trust Unallocated Account, payablemonthly in arrears. Commencing April  1, 2006, theCustodian's fee will be computed at an annual rate equal to..10% of the average daily aggregate value of the first 4.5million ounces of gold held in the Trust Allocated Account and theTrust Unallocated Account and .06% of the average dailyaggregate value of all gold held in the Trust Allocated Account and theTrust Unallocated Account in excess of 4.5 million ounces. TheCustodian does not receive a fee under the Unallocated Bullion AccountAgreement. The Custodian was paid $1,952,361 for its services duringthe period November 12, 2004 through September 30, 2005.

Feesare paid to the Marketing Agent by the Trustee from the assets of theTrust as compensation for services performed pursuant to the MarketingAgent Agreement. The Marketing Agent's fee is payable monthly inarrears and is accrued daily at an annual rate equal to 0.15% ofthe ANAV of the Trust, subject to reduction as described below. TheMarketing Agent was paid $2,224,623 for its services during the periodNovember 12, 2004 through September 30, 2005.

The administrationfees of the Trust were approximately $950,000 in the period November12, 2004 through September 30, 2005 . These fees include the following:(1) legal fees of approximately $177,000; (2) audit and quarterlyreview fees of approximately $173,000; (3) internal and externalauditor fees in respect of Sarbanes Oxley compliance of approximately$326,000; (4) printing fees of approximately $220,000; and (5) othercosts of approximately $54,000. In addition, administration feesinclude the SEC and National Association of Securities Dealers, Inc.(NASD) registration fees applicable to any future registration ofadditional Shares. Investors should be aware that administration feesare likely to increase over time due to increases in the fees ofservice providers to the Trust.

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The Trustee will sell gold held by theTrust on an as-needed basis to pay the Trust's expenses. As aresult, the amount of gold to be sold will vary from time to timedepending on the level of the Trust's expenses and the marketprice of gold. Cash held by the Trustee will not bear any interest.

Shareholders do not have the option of choosing to pay theirproportionate share of the Trust's expenses in lieu of havingtheir share of expenses paid by the sale of the Trust's gold.Each sale of gold by the Trust will be a taxable event to Shareholders.See "United States Federal Tax Consequences—Taxationof US Shareholders."

FeeReduction

For seven years from the date of the TrustIndenture or until the earlier termination of the Marketing AgentAgreement, if at the end of any month during this period the estimatedordinary expenses of the Trust exceed an amount equal to 0.40%per year of the daily ANAV of the Trust for such month, the feespayable to the Sponsor and the Marketing Agent from the assets of theTrust for such month will be reduced by the amount of such excess inequal shares up to the amount of their fees. Investors should be awarethat if the gross value of the Trust assets is less than approximately$388 million, the ordinary expenses of the Trust will be accrued at arate greater than 0.40% per year of the daily ANAV of the Trust,even after the Sponsor and the Marketing Agent have completely reducedtheir combined fees of 0.30% per year of the daily ANAV of theTrust. This amount is based on the estimated ordinary expenses of theTrust described in "Business of the Trust—TrustExpenses" and may be higher if the Trust's actualordinary expenses exceed those estimates. Upon the end of the sevenyear period or the earlier termination of the Marketing AgentAgreement, the fee reduction will expire. See "RiskFactors—When the fee reduction terminates or expires . ..."

The Sponsor

The Sponsor is aDelaware limited liability company and was formed on July 17, 2002. TheSponsor's office is located at 444 Madison Avenue, 3rdFloor, New York, New York 10022. Under the Delaware Limited LiabilityCompany Act and the governing documents of the Sponsor, the WGC, thesole member of the Sponsor, is not responsible for the debts,obligations and liabilities of the Sponsor solely by reason of beingthe sole member of the Sponsor. The WGC's members funded theordinary operating expenses of the Sponsor through 2004, including thecosts associated with the initial registration of the Shares and thelisting of the Shares on the NYSE and the WGC has provided $3 millionin funding to cover the estimated ordinary expenses of the Sponsor for2005 and 2006.

The Sponsor's Role

The Sponsor is responsible for establishing theTrust and for the registration of the Shares. The Sponsor generallyoversees the performance of the Trustee and the Trust's principalservice providers, but does not exercise day-to-day oversight over theTrustee or such service providers. The Sponsor regularly communicateswith the Trustee to monitor the overall performance of the Trust. TheSponsor, with assistance and support from the Trustee, is responsiblefor preparing and filing periodic reports on behalf of the Trust withthe SEC and will provide any required certification for such reports.The Sponsor will designate the independent registered public accountingfirm of the Trust and may from time to time employ legal counsel forthe Trust. In accordance with the Trust Indenture, to assist theSponsor in marketing the Shares the Sponsor has entered into theMarketing Agent Agreement with the Marketing Agent and the Trust. TheSponsor may also from time to time employ other additional or successormarketing agents after such time as when the Marketing Agent Agreementis no longer in effect. The fees and expenses of the Marketing Agentare, and any additional or successor marketing agent will be, paid bythe Trustee from the assets of the Trust. See "TheMarketing Agent" for more information about the MarketingAgent. The Sponsor maintains a public website on behalf of the Trust,which contains information about the Trust and the Shares, and overseescertain Shareholder services, such as a call center and prospectusfulfillment.

The Sponsor may direct theTrustee, but only as provided in the Trust Indenture. For example, theSponsor may direct the Trustee to sell the Trust's gold to payexpenses, to suspend a redemption order or postpone a redemptionsettlement date or to terminate the Trust if certain criteria are met.The Sponsor anticipates that if the NAV of the Trust is less than $350million (as adjusted for inflation) at 

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any time after the first anniversary of theTrust's inception that the Sponsor will, in accordance with theTrust Indenture, direct the Trustee to terminate and liquidate theTrust. The Sponsor may remove the Trustee and appoint a successor; (1)if the Trustee commits certain willful bad acts in performing itsduties or willfully disregards its duties, (2) if the Trustee acts inbad faith in performing its duties, (3) if the Trustee'screditworthiness has materially deteriorated or (4) if theTrustee's negligent acts or omissions have had a material adverseeffect on the Trust or the interests of Shareholders and the Trusteehas not cured the material adverse effect within a certain period oftime and established that the material adverse effect will not recur.The Sponsor will remove the Trustee if the Trustee does not meet thequalifications for a trustee under the Trust Indenture. See"Description of the Trust Indenture—TheTrustee—Resignation, discharge or removal of Trustee; successortrustees" for more information.

The Sponsor may direct the Trustee to employ oneor more other custodians in addition to or in replacement of theCustodian, provided that the Sponsor may not direct the employment ofan additional or successor custodian without the Trustee'sconsent if the employment would have a material adverse effect on theTrustee's ability to perform its duties. The Sponsor'sapproval is required for the Trustee to employ one or more othercustodians selected by the Trustee for the safekeeping of gold and forservices in connection with the deposit and delivery of gold. TheSponsor may permit the Trustee to enter into the custody agreementsapplicable to an additional or successor custodian without satisfactionof the requirements for such custody agreements set forth in the TrustIndenture.

Fees are paid to the Sponsor ascompensation for services performed under the Trust Indenture and forservices performed in connection with maintaining the Trust'swebsite and marketing the Shares. The Sponsor's fee is payablemonthly in arrears and is accrued daily at an annual rate equal to0.15% of the ANAV of the Trust. The Sponsor is reimbursed by theTrust for all of its disbursements and expenses incurred in connectionwith the Trust. If at the end of any month during the period endingseven years from the date of the Trust Indenture or upon the earliertermination of the Marketing Agent Agreement the estimated ordinaryexpenses of the Trust exceed an amount equal to 0.40% per yearof the daily ANAV of the Trust for such month, the Sponsor's feeis subject to reduction. See "Business of theTrust—Trust Expenses—FeeReduction."

The Trustee

BNY, a bankingcorporation organized under the laws of the State of New York withtrust powers, serves as the Trustee. BNY has a trust office at 2 HansonPlace, Brooklyn, New York 11217. BNY is subject to supervision by theNew York State Banking Department and the Board of Governors of theFederal Reserve System. Information regarding creation and redemptionBasket composition, NAV of the Trust, transaction fees and the names ofthe parties that have each executed a Participant Agreement may beobtained from BNY. A copy of the Trust Indenture is available forinspection at BNY's trust office identified above. Under theTrust Indenture, the Trustee is required to maintain capital, surplusand undivided profits of $500 million.

TheTrustee's Role

The Trustee is generally responsible forthe day-to-day administration of the Trust, including keeping theTrust's operational records. The Trustee's principalresponsibilities include: (1) selling the Trust's gold as neededto pay the Trust's expenses (gold sales are expected to occurapproximately monthly in the ordinary course), (2) calculating the NAVof the Trust and the NAV per Share, (3) receiving and processing ordersfrom Authorized Participants to create and redeem Baskets andcoordinating the processing of such orders with the Custodian and DTC,and (4) monitoring the Custodian. If the Trustee determines thatmaintaining gold with the Custodian is not in the best interest of theTrust, the Trustee must so advise the Sponsor, who may direct theTrustee to take certain actions in respect of the Custodian. In theabsence of such instructions, the Trustee may initiate action to removethe gold from the Custodian. The ability of the Trustee to monitor theperformance of the Custodian may be limited because under the CustodyAgreements the Trustee may, only up to twice a year, visit the premisesof the Custodian for the purpose of examining the Trust's goldand certain related records maintained by the Custodian. In addition,the Trustee has no right to visit the premises of any 

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subcustodian for the purposes of examiningthe Trust's gold or any records maintained by the subcustodian,and no subcustodian is obligated to cooperate in any review the Trusteemay wish to conduct of the facilities, procedures, records orcreditworthiness of such subcustodian.

The Trustee intends toregularly communicate with the Sponsor to monitor the overallperformance of the Trust. The Trustee, along with the Sponsor, liaisewith the Trust's legal, accounting and other professional serviceproviders as needed. The Trustee assists and supports the Sponsor withthe preparation of all periodic reports required to be filed with theSEC on behalf of the Trust.

Fees are paid to the Trustee ascompensation for services performed under the Trust Indenture. TheTrustee's fee is payable monthly in arrears and is accrued dailyat an annual rate equal to 0.02% of the ANAV of the Trust,subject to a minimum fee of $500,000 and a maximum fee of $2 millionper year. The Trustee's fee is subject to modification by theTrustee and the Sponsor in good faith to account for significantchanges in the Trust's administration or the Trustee'sduties. The Trustee charges the Trust for its expenses anddisbursements incurred in connection with the Trust (including theexpenses of the Custodian paid by the Trustee), exclusive of fees ofagents for services to be performed by the Trustee, and for anyextraordinary services performed by the Trustee for the Trust.

Affiliates of the Trustee may from time to time act as AuthorizedParticipants or purchase or sell gold or Shares for their own account,as agent for their customers and for accounts over which they exerciseinvestment discretion.

The Custodian

HSBC serves as theCustodian of the Trust's gold. HSBC is a national bankingassociation organized under the laws of the United States of America.HSBC is subject to supervision by the Federal Reserve Bank of New Yorkand the Federal Deposit Insurance Corporation. HSBC's Londoncustodian office is located at 8 Canada Square, London, E14 5HQ, UnitedKingdom. In addition to supervision and examination by the US federalbanking authorities, HSBC's London custodian operations aresubject to supervision by the FSA.

The global parent company ofHSBC is HSBC Holdings plc (HSBC Group), a public limited companyincorporated in England. HSBC Group had over $101 billion in capitalresources as of June 30, 2005.

The Custodian'sRole

The Custodian is responsible for safekeeping for the Trustgold deposited with it by Authorized Participants in connection withthe creation of Baskets. The Custodian facilitates the transfer of goldin and out of the Trust through the unallocated gold accounts itmaintains for each Authorized Participant and the unallocated andallocated gold accounts it maintains for the Trust. The Custodian isresponsible for allocating specific bars of gold bullion to the TrustAllocated Account. The bars may be allocated by the Custodian fromunallocated bars which it holds or by one of the subcustodians employedby the Custodian, or a subcustodian of such subcustodian, fromunallocated bars held by the subcustodian, making the allocation. TheCustodian provides the Trustee with regular reports detailing the goldtransfers in and out of the Trust Unallocated Account and the TrustAllocated Account and identifying the gold bars held in the TrustAllocated Account.

The Custodian will hold all of theTrust's gold in its own London vault premises except when thegold has been allocated in the vault of a sub-custodian, and in suchcases the Custodian has agreed that it will use commercially reasonableefforts promptly to transport the gold from the sub-custodian'svault to the Custodian's London vault, at the Custodian'scost and risk.

Fees are paid to the Custodian under theAllocated Bullion Account Agreement as compensation for its custodyservices. Under the Allocated Bullion Account Agreement, the Custodianis currently entitled to a fee that is accrued daily at an annual rateequal to 0.10% of the average daily aggregate value of the goldheld in the Trust Allocated Account and the Trust Unallocated Account,payable monthly in arrears. Commencing April  1, 2006, theCustodian's fee will be computed at an annual rate equal to..10% of the average daily aggregate value of the first 4.5million ounces of gold held in the 

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Trust Allocated Account and the TrustUnallocated Account and .06% of the average daily aggregatevalue of all gold held in the Trust Allocated Account and the TrustUnallocated Account in excess of 4.5 million ounces. The Custodian doesnot receive a fee under the Unallocated Bullion Account Agreement.

The Custodian and its affiliates may from time to time act asAuthorized Participants or purchase or sell gold or Shares for theirown account, as agent for their customers and for accounts over whichthey exercise investment discretion.

The Marketing Agent

State Street Global Markets, LLC, a wholly-owned subsidiary of StateStreet Corporation, acts as the Marketing Agent. The Marketing Agent isa registered broker-dealer with the SEC, and is a member of NASD, theMunicipal Securities Rulemaking Board, the National Futures Associationand the Boston Stock Exchange. The Marketing Agent's office islocated at State Street Financial Center, One Lincoln Street, Boston,Massachusetts 02111.

The Marketing Agent'sRole

The Marketing Agent is assisting the Sponsor in: (1)developing a marketing plan for the Trust on an ongoing basis, (2)preparing marketing materials regarding the Shares, including thecontent of the Trust's website, (3) executing the marketing planfor the Trust, (4) incorporating gold into its strategic and tacticalexchange-traded fund research, and (5) licensing the"streetTRACKS®" trademark.

Under the Marketing Agent Agreement, the Marketing Agent is paid afee for its services from the assets of the Trust in an amount equal to0.15% per year of the daily ANAV of the Trust, payable monthlyin arrears. If at the end of any month during the period ending sevenyears from the date of the Trust Indenture or upon the earliertermination of the Marketing Agent Agreement the estimated ordinaryexpenses of the Trust exceed an amount equal to 0.40% per yearof the daily ANAV of the Trust for such month, the MarketingAgent's fee is subject to reduction. See "Businessof the Trust— Trust Expenses—FeeReduction."

If the amount expended or allocated byeither the Sponsor or the Marketing Agent in any one year period onpromoting and marketing the Trust in the US is 25% less than theyearly average of such amount over the preceding two year period andthe amount of the shortfall of any such party is not spent during thefollowing 12 month period, the unspent amount will be paid over to theother party who will add such unspent amount to the amount the otherparty spends during the next 12 month period.

The MarketingAgent Agreement provides that the Marketing Agent and the Sponsor willwork together to develop similar and related gold based exchange-tradedfunds in the US. The Marketing Agent Agreement also provides that theMarketing Agent and the Sponsor will jointly negotiate and shareequally in any revenue from the development of unlisted tradingprivileges and dual listing rights relating to the Trust and anysimilar or related gold based exchange-traded fund, as well aslicensing rights to list option contracts and other exchange-tradedderivatives that are specific to the Trust and any similar or relatedgold based exchange-traded fund.

The Marketing Agent Agreementcontains customary representations, warranties and covenants. Inaddition, the Sponsor has agreed to indemnify the Marketing Agent fromand against certain liabilities, including liabilities under theSecurities Act, and to contribute to payments that the Marketing Agentmay be required to make in respect thereof. The Trustee has agreed toreimburse the Marketing Agent, solely from and to the extent of theTrust's assets, for indemnification and contribution amounts duefrom the Sponsor in respect of such liabilities to the extent theSponsor has not paid such amounts when due.

The Marketing AgentAgreement has a term of seven years and is automatically renewed forsuccessive three year periods, unless terminated in accordance with theMarketing Agent Agreement by either party prior to any such successiveterm. The Marketing Agent Agreement may also be 

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terminated by either party if the Trust isterminated pursuant to the Trust Indenture or either party becomesinsolvent or enters into bankruptcy proceedings. If the Marketing AgentAgreement is terminated by the Sponsor, the Sponsor is required to paythe Marketing Agent an amount equal to the present market value of thefuture payments the Marketing Agent would otherwise receive under theMarketing Agent Agreement over the subsequent 10 year period.

The Sponsor can elect to exercise its buy-out option which willterminate the Marketing Agent Agreement and remove the Marketing Agentby paying an amount equal to the present fair market value of thefuture payments the Marketing Agent would otherwise receive from theTrust under the Marketing Agent Agreement over the subsequent 10 yearperiod, plus:

|              |                                                                                                                                                                                                                  |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | 10% ofsuch value, but such payment will be made only if the Trust'saverage assets under management do not exceed $1.25 billion for the 30day period prior to the end of the first year of the Trust'soperations; |

|              |                                                                                                                                                                                                                      |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | 20% of suchvalue, but such payment will be made only if the Trust's averageassets under management do not exceed $2.25 billion for the 30 dayperiod prior to the end of the third year of the Trust'soperations; and |

|              |                                                                                                                                                                                                                 |
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| •  | 30% ofsuch value, but such payment will be made only if the Trust'saverage assets under management do not exceed $3.0 billion for the 30day period prior to the end of the fifth year of the Trust'soperations. |

However, the Sponsor shall not have such right if,at the time of such election, any competing exchange-traded fund hasbeen listed on an exchange in the US for more than a year and thecompeting exchange-traded fund is not controlled or sponsored by eitherof the Sponsor or the Marketing Agent (or its affiliates).Notwithstanding the foregoing, even if the Trust's average assetsunder management do not meet either the $1.25 billion, $2.25 billion or$3.0 billion benchmarks described above in the time periods describedabove, if the percentage growth in the Trust's assets for therelevant year is equal to or greater than the percentage growth in theassets of any competing exchange-traded fund described in thepreceeding sentence for the comparable 12 month period of operations,the Sponsor will not have the right to terminate the Marketing AgentAgreement and remove the Marketing Agent.

WGC/WGTSLicense Agreement

In connection with the Marketing AgentAgreement, the Sponsor and the WGC have entered into a licenseagreement, dated as of November 16, 2004, with the Marketing Agent.Under the license agreement, the Sponsor and the WGC have granted theMarketing Agent, a royalty-free, worldwide, non-exclusive,non-transferable: (i) sublicense under the license agreement among theSponsor, the WGC and BNY, which is described in "Businessof the Trust—License Agreement," to BNY'spatents and patent applications that cover securitized gold products inconnection with the Marketing Agent's performance of its servicesunder the Marketing Agent Agreement; and (ii) a license to theSponsor's and the WGC's patents, patent applications andintellectual property and trade name and trademark rights in connectionwith the Marketing Agent's performance of its services under theMarketing Agent Agreement and for the purpose of establishing,operating and marketing financial products involving the securitizationof gold.

The license agreement will expire upon the expirationor termination of the Marketing Agent Agreement. Either party mayterminate the license agreement prior to such term if the other partymaterially breaches the license agreement and fails to cure such breachwithin 30 days following written notice of such breach from thenon-breaching party. The license agreement contains customaryrepresentations, warranties and covenants. In addition, the Sponsor,the WGC and the Marketing Agent have agreed to indemnify each other forbreaches of their respective representations and warranties and theSponsor and the WGC have agreed to indemnify the Marketing Agent forviolations of the intellectual property rights of others as a result ofthe Marketing Agent's use of the licensed intellectualproperty.

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Marketing Agent LicenseAgreement

The Sponsor, the WGC and the Marketing Agent havealso entered into a marketing license agreement, dated as of November16, 2004, pursuant to which the Marketing Agent granted the Sponsor andWGC a royalty-free, worldwide, non-exclusive, non-transferable licenseto use the "streetTRACKS®"trademark, for the purpose of establishing and operating the Trust,issuing and distributing the Shares and listing the Shares on theNYSE.

The marketing license agreement will expire upon theexpiration or termination of the Marketing Agent Agreement. Eitherparty may terminate the marketing license agreement prior to such termif the other party materially breaches the license agreement and failsto cure such breach within 30 days following written notice of suchbreach from the non-breaching party. The license agreement containscustomary representations, warranties and covenants. In addition, theSponsor, the WGC and the Marketing Agent have agreed to indemnify eachother for breaches of their respective representations andwarranties.

The Marketing Agent and its affiliates may from timeto time become Authorized Participants or purchase or sell gold orShares for their own account, as agent for their customers and foraccounts over which they exercise investment discretion.

Description of the Shares

General

TheTrustee is authorized under the Trust Indenture to create and issue anunlimited number of Shares. The Trustee creates Shares only in Baskets(a Basket equals a block of 100,000 Shares) and only upon the order ofan Authorized Participant. The Shares represent units of fractionalundivided beneficial interest in and ownership of the Trust and have nopar value. Any creation and issuance of Shares above the amountregistered on the registration statement of which this report is a partwill require the registration of such additional Shares.

Description of Limited Rights

The Shares do notrepresent a traditional investment and you should not view them assimilar to "shares" of a corporationoperating a business enterprise with management and a board ofdirectors. As a Shareholder, you do not have the statutory rightsnormally associated with the ownership of shares of a corporation,including, for example, the right to bring"oppression" or"derivative" actions. All Shares are of thesame class with equal rights and privileges. Each Share istransferable, is fully paid and non-assessable and entitles the holderto vote on the limited matters upon which Shareholders may vote underthe Trust Indenture. The Shares do not entitle their holders to anyconversion or pre-emptive rights, or, except as provided below, anyredemption rights or rights to distributions.

Distributions

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

Voting and Approvals

Underthe Trust Indenture, Shareholders have no voting rights, except inlimited circumstances. Shareholders holding at least66 2/3% of the Shares outstanding may vote toremove the Trustee. The 

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Trustee may terminate the Trust upon theagreement of Shareholders owning at least66 2/3% of the outstanding Shares. In addition,certain amendments to the Trust Indenture require 51% orunanimous consent of the Shareholders.

Redemption of theShares

The Shares may only be redeemed by or through anAuthorized Participant and only in Baskets. See "Creationand Redemption of Shares" for details on the redemption ofthe Shares.

Book-Entry Form

Individualcertificates will not be issued for the Shares. Instead, globalcertificates are deposited by the Trustee with DTC and registered inthe name of Cede & Co., as nominee for DTC. The global certificatesevidence all of the Shares outstanding at any time. Under the TrustIndenture, Shareholders are limited to: (1) participants in DTC such asbanks, brokers, dealers and trust companies (DTC Participants); (2)those who maintain, either directly or indirectly, a custodialrelationship with a DTC Participant (Indirect Participants); and (3)those banks, brokers, dealers, trust companies and others who holdinterests in the Shares through DTC Participants or IndirectParticipants. The Shares are only transferable through the book-entrysystem of DTC. Shareholders who are not DTC Participants may transfertheir Shares through DTC by instructing the DTC Participant holdingtheir Shares (or by instructing the Indirect Participant or otherentity through which their Shares are held) to transfer the Shares.Transfers are made in accordance with standard securities industrypractice.

Custody of the Trust's Gold

Custody ofthe gold bullion deposited with and held by the Trust is provided bythe Custodian at its London, England vaults. The Custodian will holdall of the Trust's gold in its own London vault premises exceptwhen the gold has been allocated in the vault of a subcustodian, and insuch cases the Custodian has agreed that it will use commerciallyreasonable efforts promptly to transport the gold from thesubcustodian's vault to the Custodian's London vault, atthe Custodian's cost and risk. The Custodian is a market maker,clearer and approved weigher under the rules of the LBMA.

TheCustodian, as instructed by the Trustee, is authorized to accept, onbehalf of the Trust, deposits of gold in unallocated form. Acting onstanding instructions given by the Trustee, the Custodian allocatesgold deposited in unallocated form with the Trust by selecting bars ofgold bullion for deposit to the Trust Allocated Account fromunallocated bars which the Custodian holds or by instructing asubcustodian to allocate bars from unallocated bars held by thesubcustodian. All gold bullion allocated to the Trust must conform tothe rules, regulations, practices and customs of the LBMA.

TheTrustee and the Custodian have entered into the Custody Agreementswhich establish the Trust Unallocated Account and the Trust AllocatedAccount. The Trust Unallocated Account is used to facilitate thetransfer of gold deposits and gold redemption distributions betweenAuthorized Participants and the Trust in connection with the creationand redemption of Baskets and the sales of gold made by the Trustee forthe Trust. Except when gold is transferred in and out of the Trust orwhen a small amount of gold remains credited to the Trust UnallocatedAccount at the end of a business day (which is expected to be no morethan 430 ounces), the gold deposited with the Trust is held in theTrust Allocated Account.

The Custodian is authorized to appointfrom time to time one or more subcustodians to hold the Trust'sgold until it can be transported to the Custodian's London vault.The subcustodians that the Custodian currently uses are the Bank ofEngland and LBMA market-making members that provide bullion vaultingand clearing services to third parties. The Custodian does not havewritten custody agreements with the subcustodians it selects. TheCustodian's selected subcustodians may appoint furthersubcustodians. These further subcustodians are not expected to havewritten custody agreements with the Custodian's subcustodiansthat selected them. The lack of such written contracts could affect therecourse of the Trust and the Custodian against any subcustodian in theevent a subcustodian does not use due care in the safekeeping of theTrust's gold. See "Risk Factors—The ability ofthe Trustee or the Custodian to take legal action against subcustodiansmay be limited..."

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The Custodian is required to usereasonable care in selecting subcustodians, but otherwise has noresponsibility in relation to the subcustodians appointed by it, andthe Custodian is not responsible for their selection of furthersubcustodians. The Custodian does not undertake to monitor theperformance by subcustodians of their custody functions or theirselection of additional subcustodians. The Custodian is not responsiblefor the actions or inactions of subcustodians.

Under theAllocated Bullion Account Agreement entered into by the Trustee and theCustodian, the Custodian is responsible for the safekeeping of the goldheld on behalf of the Trust in accordance with the terms and conditionsof the Allocated Bullion Account Agreement and is required to exercisereasonable care in the performance of its obligations under suchagreement. The Custodian is only responsible for any loss or damagesuffered by the Trust as a direct result of any negligence, fraud orwillful default in the performance of its duties. The Custodian'sliability under the Allocated Bullion Account Agreement is furtherlimited to the market value of the gold held in the Trust AllocatedAccount at the time such negligence, fraud or willful default isdiscovered by the Custodian, provided that the Custodian promptlynotifies the Trustee of its discovery. The Custodian's liabilityunder the Unallocated Bullion Account Agreement is further limited tothe amount of the gold credited to the Trust Unallocated Account at thetime such negligence, fraud or willful default is discovered by theCustodian, provided that the Custodian promptly notifies the Trustee ofits discovery. In the event of a loss caused by the failure of theCustodian or a subcustodian to exercise reasonable care, the Trustee,on behalf of the Trust, has the right to seek recovery with respect tothe loss against the Custodian or subcustodian in breach. The Custodianis obliged under the Allocated Bullion Account Agreement to usecommercially reasonable efforts to obtain delivery of gold from thosesubcustodians appointed by it. However, the Custodian may not have theright to, and does not have the obligation to, seek recovery of thegold from any subcustodian appointed by a subcustodian.

Underthe customs and practices of the London bullion market, allocated goldis held by custodians and, on their behalf, by subcustodians underarrangements that permit each entity for which gold is being held: (1)to request from the entity's custodian (and a custodian orsubcustodian to request from its subcustodian) a list identifying eachgold bar being held and the identity of the particular custodian orsubcustodian holding the gold bar and (2) to request the entity'scustodian to release the entity's gold within two business daysfollowing demand for release. Each custodian or subcustodian isobligated under the customs and practices of the London bullion marketto provide the bar list and the identification of custodians andsubcustodians referred to in (1) above, and each custodian is obligatedto release gold as requested. The Custodian provides the Trustee withstatements on a monthly basis which contain sufficient information toidentify each bar of gold held in the Trust Allocated Account and thecustodian or subcustodian having possession of each bar. Under Englishlaw, unless otherwise provided in any applicable custody agreement, acustodian generally is liable to its customer for failing to takereasonable care of the customer's gold and for failing to releasethe customer's gold upon demand.

The Custodian and theTrustee do not require any direct or indirect subcustodians to beinsured or bonded with respect to their custodial activities. TheCustodian maintains insurance with regard to its business on such termsand conditions as it considers appropriate. The Trust will not be abeneficiary of any such insurance and does not have the ability todictate the existence, nature or amount of the coverage. Therefore,Shareholders cannot be assured that the Custodian maintains adequateinsurance or any insurance with respect to the gold held by theCustodian on behalf of the Trust.

AllocatedAccounts

An allocated account is an account with a bulliondealer, which may also be a bank, to which individually identified goldbars owned by the account holder are credited. The gold bars in anallocated gold account are specific to that account and are identifiedby a list which shows, for each gold bar, the refiner, assay orfineness, serial number and gross and fine weight. The account holderhas full ownership of the gold bars and, except as instructed by theaccount holder, the bullion dealer may not trade, lease or lend thebars.

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Unallocated Accounts

Anunallocated account is an account with a bullion dealer, which may alsobe a bank, to which a fine weight amount of gold is credited. Transfersto or from an unallocated account are made by crediting or debiting thenumber of ounces of gold being deposited or withdrawn. Gold held in anunallocated account is not segregated from the Custodian'sassets. The account holder therefore has no ownership interest in anyspecific bars of gold that the bullion dealer holds or owns. Theaccount holder is an unsecured creditor of the bullion dealer, andcredits to an unallocated account are at risk of the bulliondealer's insolvency, in which event it may not be possible for aliquidator to identify any gold held in an unallocated account asbelonging to the account holder rather than to the bullion dealer. Theaccount holder is entitled to direct the bullion dealer to deliver anamount of physical gold equal to the amount of gold standing to thecredit of the account holder. When delivering gold, the bullion dealerallocates physical gold from its general stock to the account holderwith a corresponding debit being made to the amount of gold credited tothe unallocated account.

Transfers of Gold

Foreach creation of a Basket, gold is transferred to the Trust by a debitto an Authorized Participant Unallocated Account and a credit to theTrust Unallocated Account. After gold has been first credited to anAuthorized Participant Unallocated Account in connection with thecreation of a Basket, the Custodian transfers the credited amount fromthe Authorized Participant Unallocated Account to the Trust UnallocatedAccount. The Custodian then allocates specific bars of gold fromunallocated bars which the Custodian holds or instructs a subcustodianto allocate specific bars of gold from unallocated bars held by or forthe subcustodian, so that the total of the allocated gold barsrepresents the amount of gold credited to the Trust Unallocated Accountto the extent such amount is representable by whole bars. The amount ofgold represented by the allocated gold bars is debited from the TrustUnallocated Account and the allocated gold bars are credited to andheld in the Trust Allocated Account. The bars of gold may be helddirectly by the Custodian or by or for a subcustodian of the Custodian.The Custodian will use commercially reasonable efforts to promptlytransport gold that has been allocated in the vault of a subcustodianto the Custodian's London vault. The transport of the gold is atthe Custodian's cost and risk. The Custodian updates its recordsat the end of each business day to identify the specific bars of goldallocated to the Trust.

The process of withdrawing gold from theTrust for a redemption of a Basket follows the same general procedureas for depositing gold with the Trust for a creation of a Basket, onlyin reverse. Each transfer of gold between the Trust Allocated Accountand the Trust Unallocated Account connected with a creation orredemption of a Basket may result in a small amount of gold being heldin the Trust Unallocated Account after the completion of the transfer.In making deposits and withdrawals between the Trust Allocated Accountand the Trust Unallocated Account, the Custodian will use commerciallyreasonable efforts to minimize the amount of gold held in the TrustUnallocated Account as of the close of each business day. See"Creation and Redemption ofShares."

Description of the Custody Agreements

The Allocated Bullion Account Agreement between the Trustee and theCustodian establishes the Trust Allocated Account. The UnallocatedBullion Account Agreement between the Trustee and the Custodianestablishes the Trust Unallocated Account. These agreements aresometimes referred to together as the"CustodyAgreements" in this report. The following is a descriptionof the material terms of the Custody Agreements. As the CustodyAgreements are similar in form, they are discussed together, withmaterial distinctions between the agreementsnoted.

Reports

The Custodianprovides the Trustee with reports for each business day, no later thanthe following business day, identifying the movements of gold in andout of the Trust Allocated Account and the credits and debits of goldto the Trust Unallocated Account. The Custodian also provides theTrustee with monthly statements of account for the Trust AllocatedAccount and the Trust Unallocated 

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Account as of the last business day of eachmonth. The monthly statements contain sufficient information toidentify each bar of gold held in the Trust Allocated Account and, ifthe bar is being held temporarily by a subcustodian pending transportto the Custodian's London vault, the identity of the subcustodianhaving custody. Under the Custody Agreements, a"businessday" means any day other than a day (1) when the NYSE isclosed for regular trading or (2), if the transaction requires thereceipt or delivery, or the confirmation of receipt or delivery, ofgold in the United Kingdom or in some other jurisdiction on aparticular day, (A) when banks are authorized to close in the UnitedKingdom or in such other jurisdiction or when the London gold market isclosed or (B) when banks in the United Kingdom or in such otherjurisdiction are, or the London gold market is, not open for a fullbusiness day and the transaction requires the execution or completionof procedures which cannot be executed or completed by the close of thebusiness day.

Except for withdrawals of physical gold madedirectly from the Trust Allocated Account as to which transfer ofownership is determined at the time the recipient or its agentacknowledges in writing its receipt of gold, the Custodian'srecords of all deposits to and withdrawals from, and all debits andcredits to, the Trust Allocated Account and the Trust UnallocatedAccount which are to occur on a business day, and all end of businessday account balances in the Trust Allocated Account and TrustUnallocated Account, are stated as of the close of theCustodian's business (usually 4:00 PM London time) on suchbusiness day.

Subcustodians

Under the Allocated BullionAccount Agreement, the Custodian may employ subcustodians to providetemporary custody and safekeeping of gold until transported to theCustodian's London vault premises. These subcustodians may inturn select other subcustodians to perform such temporary custody andsafekeeping, but the Custodian is not responsible for (and thereforehas no liability in relation to) the selection of those othersubcustodians. The Allocated Bullion Account Agreement requires theCustodian to use reasonable care in selecting any subcustodian andprovides that, except for the Custodian's obligation to usecommercially reasonable efforts to obtain delivery of gold held bysubcustodians, the Custodian will not be liable for the acts oromissions, or for the solvency, of any subcustodian that it selectsunless the selection of that subcustodian was made negligently or inbad faith. The subcustodians selected and used by the Custodian as ofthe date of this report are: the Bank of England, The Bank of NovaScotia (ScotiaMocatta), Deutsche Bank AG, JPMorgan Chase Bank, N.A.,and UBS AG. The Allocated Bullion Account Agreement provides that theCustodian will notify the Trustee if it selects any additionalsubcustodians or stops using any subcustodian it has previouslyselected.

Location and Segregation of Gold; Access

Goldheld for the Trust Allocated Account will be held by the Custodian inits own London vault premises except when the gold has been allocatedin the vault of a subcustodian, and in such cases the Custodian hasagreed that it will use commercially reasonable efforts promptly totransport the gold from the subcustodian's vault to theCustodian's London vault, at the Custodian's cost and risk.Nevertheless, there will be periods of time when some portion of theTrust's gold will be held by one or more subcustodians appointedby the Custodian or by a subcustodian of such subcustodian. Gold heldby the Custodian's currently selected subcustodians and bysubcustodians of subcustodians may be held in vaults located in Englandor in other locations.

The Custodian segregates byidentification in its books and records the Trust's gold in theTrust Allocated Account from any other gold which it owns or holds forothers and requires the subcustodians it selects to so segregate theTrust's gold held temporarily by them. This requirement reflectsthe current custody practice in the London bullion market, and underthe Allocated Bullion Account Agreement, the Custodian is deemed tohave communicated such requirement by virtue of its participation inthe London bullion market. The Custodian's books and recordsidentify every bar of gold held in the Trust Allocated Account in itsown vault by refiner, assay or fineness, serial number and gross andfine weight. Subcustodians selected by the Custodian are expected toidentify in their books and records each bar of gold held temporarilyfor the Custodian by serial number and such subcustodians may use otheridentifying information.

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The Trustee may, upon reasonable notice,visit the Custodian's premises up to twice a year and examine theTrust's gold held there and the Custodian's recordsconcerning the Trust Allocated Account and the Trust UnallocatedAccount. The Trust's independent registered public accountant mayalso visit the Custodian's premises in connection with theiraudit of the financial statements of the Trust.

Transfers intothe Trust Unallocated Account

The Custodian credits to theTrust Unallocated Account the amount of gold it receives from the TrustAllocated Account, an Authorized Participant Unallocated Account orfrom other third party unallocated accounts for credit to the TrustUnallocated Account. Unless otherwise agreed by the Custodian inwriting, the only gold the Custodian will accept in physical form forcredit to the Trust Unallocated Account is gold the Trustee hastransferred from the Trust Allocated Account.

Transfers fromthe Trust Unallocated Account

The Custodian transfers gold fromthe Trust Unallocated Account only in accordance with theTrustee's instructions to the Custodian. A transfer of gold fromthe Trust Unallocated Account may only be made, (1) by transferringgold to a third party unallocated account, (2) by transferring gold tothe Trust Allocated Account, or (3) by either (A) making gold availablefor collection at the Custodian's vault premises or at such otherlocation as the Custodian may specify or (B), if separately agreed,delivering the gold to such location as the Custodian and the Trusteeagree at the Trust's expense and risk. Any gold made available inphysical form will be in a form which complies with the rules,regulations, practices and customs of the LBMA, the Bank of England orany applicable regulatory body (Custody Rules) or in such other form asmay be agreed between the Trustee and the Custodian, and in all caseswill comprise one or more whole gold bars selected by theCustodian.

The Custodian will use commercially reasonableefforts to transfer gold from the Trust Unallocated Account to theTrust Allocated Account by the close of business (London time) on eachbusiness day, such that the amount of gold that remains credited to theTrust Unallocated Account does not exceed 430 fine ounces.

Transfers into the Trust Allocated Account

The Custodianreceives transfers of gold into the Trust Allocated Account only at theTrustee's instructions given pursuant to the Unallocated BullionAccount Agreement by debiting gold from the Trust Unallocated Accountand crediting such gold to the Trust Allocated Account.

Transfers from the Trust Allocated Account

The Custodiantransfers gold from the Trust Allocated Account only in accordance withthe Trustee's instructions. Generally, the Custodian transfersgold from the Trust Allocated Account only by debiting gold from theTrust Allocated Account and crediting the gold to the Trust UnallocatedAccount. When the Trustee instructs the Custodian to make goldphysically available, the Custodian will transfer gold from the TrustAllocated Account by debiting gold from the Trust Allocated Account andmaking such gold available for collection or delivery as described inthe following paragraph.

Withdrawals of Gold Directly from theTrust Allocated Account

Upon the Trustee's instruction,the Custodian debits gold from the Trust Allocated Account and make thegold available for collection by the Trustee or, if separately agreed,for delivery by the Custodian in accordance with its usual practices atthe Trust's expense and risk. The Trustee and the Custodianexpect that the Trustee will withdraw gold physically from the TrustAllocated Account (rather than by crediting it to the Trust UnallocatedAccount and instructing a further transfer from that account) only inexceptional circumstances, such as if, for some unforeseen reason, itwas not possible to transfer gold in unallocated form. The Custodian isnot obliged to effect any requested delivery if, in 

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its reasonable opinion, (1) this would causethe Custodian or its agents to be in breach of the Custody Rules orother applicable law, court order or regulation, (2) the costs incurredwould be excessive or (3) delivery is impracticable for any reason.When gold is physically withdrawn from the Trust Allocated Accountpursuant to the Trustee's instruction, all right, title, risk andinterest in and to the gold withdrawn shall pass to the person to whomor to or for whose account such gold is transferred, delivered orcollected at the time the recipient or its agent acknowledges inwriting its receipt of gold. Unless the Trustee specifies the bars ofgold to be debited from the Trust Allocated Account, the Custodian isentitled to select the gold bars.

Right to Refuse Transfers orAmend Transfer Procedures

The Custodian may refuse to accepttransfers of gold to the Trust Unallocated Account, amend theprocedures for transferring gold to or from the Trust UnallocatedAccount or for the physical withdrawal of gold from the TrustUnallocated Account or the Trust Allocated Account or impose suchadditional procedures in relation to the transfer of gold to or fromthe Trust Unallocated Account as the Custodian may from time to timeconsider appropriate. The Custodian will notify the Trustee within acommercially reasonable time before the Custodian amends theseprocedures or imposes additional ones, and, in doing so, the Custodianwill consider the Trustee's need to communicate any changes toAuthorized Participants and others.

Fees and Expenses

For the Custodian's services under the Allocated BullionAccount Agreement and in connection with the Custodian'sprocessing of orders to create and redeem Baskets, the Custodiancurrently receives from the Trust a fee accrued daily at an annual rateequal to 0.10% of the average daily aggregate value of the goldheld in the Trust Allocated Account and the Trust Unallocated Account.Commencing April  1, 2006, the Custodian's fee will becomputed at an annual rate equal to .10% of the average dailyaggregate value of the first 4.5 million ounces of gold held in theTrust Allocated Account and the Trust Unallocated Account and..06% of the average daily aggregate value of all gold held inthe Trust Allocated Account and the Trust Unallocated Account in excessof 4.5 million ounces. The Custodian's fee is payable monthly inarrears. This fee includes any UK value added or similar tax should anysuch tax apply. If the Trust uses an additional or successor custodian,the fee paid to such custodian may not include any applicable UK valueadded or similar tax.

The Custodian receives no fee under theUnallocated Bullion Account Agreement. The Trust pays on demand allcosts, charges and expenses incurred by the Custodian in connectionwith the performance of its duties and obligations under the CustodyAgreements or otherwise in connection with the gold held in the TrustAllocated Account or the Trust Unallocated Account.

TrustUnallocated Account Credit and Debit Balances

No interest willbe paid by the Custodian on any credit balance to the Trust UnallocatedAccount. Unless otherwise agreed to by the Trustee and the Custodian,the Trustee may not maintain a negative balance in the TrustUnallocated Account.

Exclusion of Liability

TheCustodian will use reasonable care in the performance of its dutiesunder the Custody Agreements and is only responsible for any loss ordamage suffered by the Trust as a direct result of any negligence,fraud or willful default in the performance of its duties. TheCustodian's liability under the Allocated Bullion AccountAgreement is further limited to the market value of the gold held inthe Trust Allocated Account at the time such negligence, fraud orwillful default is discovered by the Custodian, provided that theCustodian promptly notifies the Trustee of its discovery. TheCustodian's liability under the Unallocated Bullion AccountAgreement is further limited to the amount of the gold credited to theTrust Unallocated Account at the time such negligence, fraud or willfuldefault is discovered by the Custodian, provided that the Custodianpromptly notifies the Trustee of its discovery.

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Furthermore, the Custodian has no duty tomake or take or to require any subcustodian selected by it to make ortake any special arrangements or precautions beyond those required bythe Custody Rules or as specifically set forth in the CustodyAgreements.

Indemnity

The Trust will, solely out of theTrust's assets, indemnify the Custodian and each of its officers,directors, employees and affiliates (on an after tax basis) on demandagainst all costs and expenses, damages, liabilities and losses whichthe Custodian or any such officer, director, employee or affiliate maysuffer or incur in connection with the Custody Agreements, except tothe extent that such sums are due directly to the Custodian's orsuch officer's, director's, employer's oraffiliate's negligence, willful default or fraud.

Insurance

The Custodian will maintain such insurance forits business, including its bullion and custody business, as it deemsappropriate. The Trustee and the Sponsor (so long as the Sponsor isWGTS) may, subject to confidentiality restrictions, review thisinsurance coverage from time to time upon reasonable prior notice.

Force Majeure

The Custodian is not liable for any delay inperformance or any non-performance of any of its obligations under theCustody Agreements by reason of any cause beyond its reasonablecontrol, including, acts of God, war or terrorism.

Termination

The Trustee and the Custodian may eachterminate any Custody Agreement upon 90 business days' priornotice. The Custody Agreements will also terminate 90 business daysafter the resignation or removal of the Trustee unless: (1) a successortrustee of the Trust is appointed prior to the end of the 90 businessday period or (2) the full liquidation of the Trust is started withinthe 90 business day period and the Trustee requests that the Custodiancontinue the Custody Agreements in effect until the liquidation of theTrust is complete. If either the Allocated Bullion Account Agreement orthe Unallocated Bullion Account Agreement is terminated, the otheragreement automatically terminates.

If redelivery arrangementsfor the gold held in the Trust Allocated Account are not made, theCustodian may continue to store the gold and charge storage fees andexpenses incurred by the Custodian, and, after six months from thetermination date, the Custodian may sell the gold and account to theTrustee for the proceeds, less any amounts due to the Custodian underthe Allocated Bullion Account Agreement. If arrangements for transferor repayment, as the case may be, of the balance in the TrustUnallocated Account are not made, the Custodian may continue to chargeexpenses incurred by the Custodian, and, after six months from thetermination date, the Custodian may close the Trust Unallocated Accountand account to the Trustee for the proceeds, less any amounts due tothe Custodian under the Unallocated Account Bullion Agreement.

Governing Law

The Custody Agreements are governed byEnglish law. The Trustee and the Custodian both consent to thenon-exclusive jurisdiction of the courts of the State of New York andthe federal courts located in the borough of Manhattan in New YorkCity. Such consent is not required for any person to assert a claim ofNew York jurisdiction over the Trustee or the Custodian.

Creation and Redemption of Shares

The Trust creates andredeems Shares from time to time, but only in one or more Baskets (aBasket equals a block of 100,000 Shares). The creation and redemptionof Baskets is only made in exchange for the delivery to the Trust orthe distribution by the Trust of the amount of gold and any cash

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represented by the Baskets being created orredeemed, the amount of which is based on the combined NAV of thenumber of Shares included in the Baskets being created or redeemeddetermined on the day the order to create or redeem Baskets is properlyreceived.

Authorized Participants are the only persons that mayplace orders to create and redeem Baskets. Authorized Participants mustbe: (1) registered broker-dealers or other securities marketparticipants, such as banks and other financial institutions, which arenot required to register as broker-dealers to engage in securitiestransactions, and (2) participants in DTC. To become an AuthorizedParticipant, a person must enter into a Participant Agreement with theSponsor and the Trustee. The Participant Agreement provides theprocedures for the creation and redemption of Baskets and for thedelivery of the gold and any cash required for such creations andredemptions. The Participant Agreement and the related proceduresattached thereto may be amended by the Trustee and the Sponsor, withoutthe consent of any Shareholder or Authorized Participant. AuthorizedParticipants pay a transaction fee of $2,000 to the Trustee for eachorder they place to create or redeem one or more Baskets. AuthorizedParticipants who make deposits with the Trust in exchange for Basketsreceive no fees, commissions or other form of compensation orinducement of any kind from either the Sponsor or the Trust, and nosuch person has any obligation or responsibility to the Sponsor or theTrust to effect any sale or resale of Shares.

AuthorizedParticipants are cautioned that some of their activities will result intheir being deemed participants in a distribution in a manner whichwould render them statutory underwriters and subject them to theprospectus-delivery and liability provisions of the Securities Act, asdescribed in "Plan of Distribution."

Prior to initiating any creation or redemption order, an AuthorizedParticipant must have entered into an agreement with the Custodian toestablish an Authorized Participant Unallocated Account in London(Participant Unallocated Bullion Account Agreement). AuthorizedParticipant Unallocated Accounts may only be used for transactions withthe Trust. Gold held in Authorized Participant Unallocated Accounts isnot segregated from the Custodian's assets, as a consequence ofwhich an Authorized Participant will have no proprietary interest inany specific bars of gold held by the Custodian. Credits to itsAuthorized Participant Unallocated Account are therefore at risk of theCustodian's insolvency. No fees will be charged by the Custodianfor the use of the Authorized Participant Unallocated Account as longas the Authorized Participant Unallocated Account is used solely forgold transfers to and from the Trust Unallocated Account and theCustodian (or one of its affiliates) receives compensation formaintaining the Trust Allocated Account. Authorized Participants shouldbe aware that the Custodian's liability threshold under theParticipant Unallocated Bullion Account Agreement is gross negligence,not negligence, which is the Custodian's liability thresholdunder the Trust's Custody Agreements.

As the terms of theParticipant Unallocated Bullion Account Agreement differ in certainrespects from the terms of the Trust's Unallocated BullionAccount Agreement, potential Authorized Participants should review theterms of the Participant Unallocated Bullion Account Agreementcarefully. The form of Participant Unallocated Bullion AccountAgreement is attached as an attachment to the Participant Agreement. Acopy of the Participant Agreement may be obtained by potentialAuthorized Participants from the Trustee.

Certain AuthorizedParticipants are expected to have the facility to participate directlyin the gold bullion market and the gold futures market. In some cases,an Authorized Participant may from time to time acquire gold from orsell gold to its affiliated gold trading desk, which may profit inthese instances. The Sponsor believes that the size and operation ofthe gold bullion market make it unlikely that an AuthorizedParticipant's direct activities in the gold or securities marketswill impact the price of gold or the price of the Shares. EachAuthorized Participant must be registered as a broker-dealer under theSecurities Exchange Act of 1934 (Exchange Act) and regulated by theNASD, or will be exempt from being or otherwise will not be required tobe so regulated or registered, and will be qualified to act as a brokeror dealer in the states or other jurisdictions where the nature of itsbusiness so requires. Certain Authorized Participants may be regulatedunder federal 

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and state banking laws and regulations. EachAuthorized Participant will have its own set of rules and procedures,internal controls and information barriers as it determines isappropriate in light of its own regulatory regime.

AuthorizedParticipants may act for their own accounts or as agents forbroker-dealers, custodians and other securities market participantsthat wish to create or redeem Baskets. An order for one or more Basketsmay be placed by an Authorized Participant on behalf of multipleclients. As of the date of this report, Bear Hunter Structured ProductsLLC, Bear, Stearns & Co. Inc., Citigroup Global Markets Inc.,Deutsche Bank Securities Inc., Goldman, Sachs & Co., Goldman SachsExecution & Clearing, L.P., HSBC Securities (USA) Inc., J.P. MorganSecurities Inc., Lehman Brothers Inc., Merrill Lynch ProfessionalClearing Corp., RBC Capital Markets Corporation and UBS Securities LLC,have each signed a Participant Agreement with the Trust and, upon theeffectiveness of such agreement, may create and redeem Baskets asdescribed above. Persons interested in purchasing Baskets shouldcontact the Sponsor or the Trustee to obtain the contact informationfor the Authorized Participants. Shareholders who are not AuthorizedParticipants will only be able to redeem their Shares through anAuthorized Participant.

All gold must be delivered to the Trustand distributed by the Trust in unallocated form through credits anddebits between Authorized Participant Unallocated Accounts and theTrust Unallocated Account. Gold transferred from an AuthorizedParticipant Unallocated Account to the Trust in unallocated form isfirst credited to the Trust Unallocated Account. Thereafter, theCustodian allocates specific bars of gold representing the amount ofgold credited to the Trust Unallocated Account (to the extent suchamount is representable by whole gold bars) to the Trust AllocatedAccount. The movement of gold is reversed for the distribution of goldto an Authorized Participant in connection with the redemption ofBaskets.

All gold bullion represented by a credit to anyAuthorized Participant Unallocated Account and to the Trust UnallocatedAccount and all gold bullion held in the Trust Allocated Account withthe Custodian must be of at least a minimum fineness (or purity) of 995parts per 1,000 (99.5%) and otherwise conform to the rules,regulations practices and customs of the LBMA, including thespecifications for a London Good Delivery Bar.

Under theParticipant Agreement, the Sponsor has agreed to indemnify theAuthorized Participants against certain liabilities, includingliabilities under the Securities Act, and to contribute to the paymentsthe Authorized Participants may be required to make in respect of thoseliabilities. The Trustee has agreed to reimburse the AuthorizedParticipants, solely from and to the extent of the Trust'sassets, for indemnification and contribution amounts due from theSponsor in respect of such liabilities to the extent the Sponsor hasnot paid such amounts when due.

The following description of theprocedures for the creation and redemption of Baskets is only a summaryand an investor should refer to the relevant provisions of the TrustIndenture and the form of Participant Agreement for more detail, eachof which is attached as an exhibit to the registration statement ofwhich this prospectus is a part. The form of Participant UnallocatedBullion Account Agreement is attached as an attachment to the form ofParticipant Agreement which may be obtained from the Trustee. See"Where You Can Find More Information" forinformation about where you can obtain the registration statement.

Creation procedures

On any business day, an AuthorizedParticipant may place an order with the Trustee to create one or moreBaskets. For purposes of processing both purchase and redemptionorders, a"businessday" means any day other than a day: (1) when the NYSE isclosed for regular trading or (2), if the order requires the receipt ordelivery, or the confirmation of receipt or delivery, of gold in theUnited Kingdom or in some other jurisdiction on a particular day, (A)when banks are authorized to close in the United Kingdom or in suchother jurisdiction or when the London gold market is closed or (B) whenbanks in the United Kingdom or in such other jurisdiction are, or theLondon gold market is, not open for a full business day and thetransaction requires the execution or completion of procedures whichcannot be executed or completed by the close of the business day.Purchase orders 

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must be placed by 4:00 PM or the close ofregular trading on the NYSE, whichever is earlier. The day on which theTrustee receives a valid purchase order is the purchase order date.

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

Determination of required deposits

The total depositrequired to create each Basket (Creation Basket Deposit) is an amountof gold and cash, if any, that is in the same proportion to the totalassets of the Trust (net of estimated accrued but unpaid fees, expensesand other liabilities) on the date the order to purchase is properlyreceived as the number of Shares to be created under the purchase orderis in proportion to the total number of Shares outstanding on the datethe order is received. The Sponsor anticipates that in the ordinarycourse of the Trust's operations a cash deposit will not berequired for the creation of Baskets.

The amount of the requiredgold deposit is determined by dividing the number of ounces of goldheld by the Trust by the number of Baskets outstanding, as adjusted forestimated accrued but unpaid fees and expenses as described in the nextparagraph.

The amount of any required cash deposit is determinedas follows. The estimated unpaid fees, expenses and liabilities of theTrust accrued through the purchase order date are subtracted from anycash held or receivable by the Trust as of the purchase order date. Theremaining amount is divided by the number of Shares outstandingimmediately before the purchase order date and then multiplied by thenumber of Shares being created pursuant to the purchase order. If theresulting amount is positive, this amount is the required cash deposit.If the resulting amount is negative, the amount of the required golddeposit is reduced by the number of fine ounces of gold equal in valueto that resulting amount, determined at the price of gold used incalculating the NAV of the Trust on the purchase order date. Fractionsof a fine ounce of gold smaller than 0.001 of a fine ounce which areincluded in the gold deposit amount are disregarded. All questions asto the composition of a Creation Basket Deposit are finally determinedby the Trustee. The Trustee's determination of the CreationBasket Deposit shall be final and binding on all persons interested inthe Trust.

Delivery of required deposits

An AuthorizedParticipant who places a purchase order is responsible for creditingits Authorized Participant Unallocated Account with the required golddeposit amount by the end of the second business day in Londonfollowing the purchase order date. Upon receipt of the gold depositamount, the Custodian, after receiving appropriate instructions fromthe Authorized Participant and the Trustee, will transfer on the thirdbusiness day following the purchase order date the gold deposit amountfrom the Authorized Participant Unallocated Account to the TrustUnallocated Account and the Trustee will direct DTC to credit thenumber of Baskets ordered to the Authorized Participant's DTCaccount. The expense and risk of delivery, ownership and safekeeping ofgold until such gold has been received by the Trust shall be bornesolely by the Authorized Participant. The Trustee may accept deliveryof gold by such other means as the Sponsor, from time to time, maydetermine to be acceptable for the Trust, provided that the same isdisclosed in a prospectus relating to the Trust filed with the SECpursuant to Rule 424 under the Securities Act. If gold is to bedelivered other than as described above, the Sponsor is authorized toestablish such procedures and to appoint such custodians and establishsuch custody accounts in addition to those described in this report asthe Sponsor determines to be desirable.

Acting on standinginstructions given by the Trustee, the Custodian will transfer the golddeposit amount from the Trust Unallocated Account to the TrustAllocated Account by allocating to the Trust Allocated Account specificbars of gold from unallocated bars which the Custodian holds orinstructing a subcustodian to allocate specific bars of gold fromunallocated bars held by or for the subcustodian. The Custodian willuse commercially reasonable efforts to complete the transfer of gold

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to the Trust Allocated Account prior to thetime by which the Trustee is to credit the Basket to the AuthorizedParticipant's DTC account; if, however, such transfers have notbeen completed by such time, the number of Baskets ordered will bedelivered against receipt of the gold deposit amount in the TrustUnallocated Account, and all Shareholders will be exposed to the risksof unallocated gold to the extent of that gold deposit amount until theCustodian completes the allocation process. See"RiskFactors—Gold held in the Trust's unallocated gold accountand any Authorized Participant's unallocated gold account willnot be segregated from the Custodian'sassets..."

Because gold is allocated only inmultiples of whole bars, the amount of gold allocated from the TrustUnallocated Account to the Trust Allocated Account may be less than thetotal fine ounces of gold credited to the Trust Unallocated Account.Any balance is held in the Trust Unallocated Account. The Custodianwill use commercially reasonable efforts to minimize the amount of goldheld in the Trust Unallocated Account; no more than 430 ounces of goldis expected to be held in the Trust Unallocated Account at the close ofeach business day.

Rejection of purchase orders

TheTrustee may reject a purchase order or a Creation Basket Depositif:

|  |              |                                                                                           |
|--|--------------|-------------------------------------------------------------------------------------------|
|  | •  | It determines that thepurchase order or the Creation Basket Deposit is not in properform; |

|  |              |                                                                                                                                                |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | The Sponsor believesthat the purchase order or the Creation Basket Deposit would haveadverse tax consequences to the Trust or itsShareholders; |

|  |              |                                                                                                                        |
|--|--------------|------------------------------------------------------------------------------------------------------------------------|
|  | •  | The acceptanceor receipt of the Creation Basket Deposit would, in the opinion ofcounsel to the Sponsor, be unlawful;or |

|  |              |                                                                                                                                                                 |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Circumstances outside thecontrol of the Trustee, the Sponsor or the Custodian make it, for allpractical purposes, not feasible to process creations of Baskets. |

None of the Trustee, the Sponsor or the Custodian will be liable forthe rejection of any purchase order or Creation Basket Deposit.

Redemption procedures

The procedures by which an AuthorizedParticipant can redeem one or more Baskets mirror the procedures forthe creation of Baskets. On any business day, an Authorized Participantmay place an order with the Trustee to redeem one or more Baskets.Redemption orders must be placed by 4:00 PM or the close of regulartrading on the NYSE, whichever is earlier. A redemption order soreceived is effective on the date it is received in satisfactory formby the Trustee. The redemption procedures allow Authorized Participantsto redeem Baskets and do not entitle an individual Shareholder toredeem any Shares in an amount less than a Basket, or to redeem Basketsother than through an Authorized Participant.

By placing aredemption order, an Authorized Participant agrees to deliver theBaskets to be redeemed through DTC's book-entry system to theTrust not later than the third business day following the effectivedate of the redemption order. Prior to the delivery of the redemptiondistribution for a redemption order, the Authorized Participant mustalso have wired to the Trustee the non-refundable transaction fee duefor the redemption order.

Determination of redemptiondistribution

The redemption distribution from the Trustconsists of a credit to the redeeming Authorized Participant'sAuthorized Participant Unallocated Account representing the amount ofthe gold held by the Trust evidenced by the Shares being redeemed plus,or minus, the cash redemption amount. The cash redemption amount isequal to the value of all assets of the Trust other than gold less allestimated accrued but unpaid expenses and other liabilities, divided bythe number of Baskets outstanding and multiplied by the number ofBaskets included in the Authorized Participant's redemptionorder. The Trustee distributes any positive cash redemption amountthrough DTC to the 

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account of the Authorized Participant asrecorded on DTC's book entry system. If the cash redemptionamount is negative, the credit to the Authorized ParticipantUnallocated Account is reduced by the number of ounces of gold equal invalue to the negative cash redemption amount, determined at the priceof gold used in calculating the NAV of the Trust on the redemptionorder date. The Sponsor anticipates that in the ordinary course of theTrust's operations there will be no cash distributions made toAuthorized Participants upon redemptions. Fractions of a fine ounce ofgold included in the redemption distribution smaller than 0.001 of afine ounce are disregarded. Redemption distributions are subject to thededuction of any applicable tax or other governmental charges which maybe due.

Delivery of redemption distribution

Theredemption distribution due from the Trust is delivered to theAuthorized Participant on the third business day following theredemption order date if, by 9:00 AM New York time on such thirdbusiness day, the Trustee's DTC account has been credited withthe Baskets to be redeemed. If the Trustee's DTC account has notbeen credited with all of the Baskets to be redeemed by such time, theredemption distribution is delivered to the extent of whole Basketsreceived. Any remainder of the redemption distribution is delivered onthe next business day to the extent of remaining whole Baskets receivedif the Trustee receives the fee applicable to the extension of theredemption distribution date which the Trustee may, from time to time,determine and the remaining Baskets to be redeemed are credited to theTrustee's DTC account by 9:00 AM New York time on such nextbusiness day. Any further outstanding amount of the the redemptionorder shall be cancelled. The Trustee is also authorized to deliver theredemption distribution notwithstanding that the Baskets to be redeemedare not credited to the Trustee's DTC account by 9:00 AM New Yorktime on the third business day following the redemption order date ifthe Authorized Participant has collateralized its obligation to deliverthe Baskets through DTC's book entry system on such terms as theSponsor and the Trustee may from time to time agree upon.

TheCustodian transfers the redemption gold amount from the Trust AllocatedAccount to the Trust Unallocated Account and, thereafter, to theredeeming Authorized Participant's Authorized ParticipantUnallocated Account. The Authorized Participant and the Trust are eachat risk in respect of gold credited to their respective unallocatedaccounts in the event of the Custodian's insolvency. See"RiskFactors—Gold held in the Trust's unallocated gold accountand any Authorized Participant's unallocated gold account willnot be segregated from the Custodian'sassets..."

As with the allocation of gold to theTrust Allocated Account which occurs upon a purchase order, if intransferring gold from the Trust Allocated Account to the TrustUnallocated Account in connection with a redemption order there is anexcess amount of gold transferred to the Trust Unallocated Account, theexcess over the gold redemption amount is held in the Trust UnallocatedAccount. The Custodian will use commercially reasonable efforts tominimize the amount of gold held in the Trust Unallocated Account; nomore than 430 ounces of gold is expected to be held in the TrustUnallocated Account at the close of each business day.

Suspension or rejection of redemption orders

The Trusteemay, in its discretion, and will when directed by the Sponsor, suspendthe right of redemption, or postpone the redemption settlement datefor: (1) any period during which the NYSE is closed other thancustomary weekend or holiday closings, or trading on the NYSE issuspended or restricted; (2) any period during which an emergencyexists as a result of which delivery, disposal or evaluation of gold isnot reasonably practicable; or (3) such other period as the Sponsordetermines to be necessary for the protection of the Shareholders. Noneof the Sponsor, the Trustee or the Custodian will be liable to anyperson or in any way for any loss or damages that may result from anysuch suspension or postponement.

The Trustee will reject aredemption order if the order is not in proper form as described in theParticipant Agreement or if the fulfillment of the order, in theopinion of its counsel, might be unlawful.

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Creation and redemption transactionfee

To compensate the Trustee for services in processing thecreation and redemption of Baskets, an Authorized Participant isrequired to pay a transaction fee to the Trustee of $2,000 per order tocreate or redeem Baskets. An order may include multiple Baskets. Thetransaction fee may be reduced, increased or otherwise changed by theTrustee with the consent of the Sponsor. The Trustee shall notify DTCof any agreement to change the transaction fee and will not implementany increase in the fee for the redemption of Baskets until 30 daysafter the date of the notice. A transaction fee may not exceed0.10% of the value of a Basket at the time the creation andredemption order is accepted.

Tax responsibility

Authorized Participants are responsible for any transfer tax, salesor use tax, recording tax, value added tax or similar tax orgovernmental charge applicable to the creation or redemption ofBaskets, regardless of whether or not such tax or charge is imposeddirectly on the Authorized Participant, and agree to indemnify theSponsor, the Trustee and the Trust if they are required by law to payany such tax, together with any applicable penalties, additions to taxor interest thereon.

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Descriptionof the Trust Indenture

The Trust operates under the terms ofthe Trust Indenture, dated as of November 12, 2004, between the Sponsorand the Trustee. A copy of the Trust Indenture is available forinspection at the Trustee's office. The following is adescription of the material terms of the Trust Indenture.

TheSponsor

This section summarizes some of the importantprovisions of the Trust Indenture which apply to the Sponsor. For ageneral description of the Sponsor's role concerning the Trust,see "The Sponsor—The Sponsor'sRole."

Liability of the Sponsor andindemnification

The Sponsor will not be liable to the Trusteeor any Shareholder for any action taken or for refraining from takingany action in good faith, or for errors in judgment or for depreciationor loss incurred by reason of the sale of any gold or other assets ofthe Trust. However, the preceding liability exclusion will not protectthe Sponsor against any liability resulting from its own grossnegligence, bad faith, willful misconduct or willful malfeasance in theperformance of its duties or the reckless disregard of its obligationsand duties to the Trust.

The Sponsor and its shareholders,members, directors, officers, employees, affiliates and subsidiariesare indemnified from the Trust and held harmless against certainlosses, liabilities or expenses incurred in the performance of itsduties under the Trust Indenture without gross negligence, bad faith,willful misconduct, willful malfeasance or reckless disregard of theindemnified party's obligations and duties under the TrustIndenture. Such indemnity includes payment from the Trust of the costsand expenses incurred in defending against any claim or liability underthe Trust Indenture. Under the Trust Indenture, the Sponsor may be ableto seek indemnification from the Trust for payments it makes inconnection with the Sponsor's activities under the TrustIndenture to the extent its conduct does not disqualify it fromreceiving such indemnification under the terms of the Trust Indenture.The Sponsor shall also be indemnified from the Trust and held harmlessagainst any loss, liability or expense arising under the DistributionAgreement, the Marketing Agent Agreement or any Participant Agreementinsofar as such loss, liability or expense arises from any untruestatement or alleged untrue statement of a material fact contained inany written statement provided to the Sponsor by the Trustee. Anyamounts payable to the Sponsor are secured by a lien on the Trust.

The Sponsor has agreed to indemnify certain parties against certainliabilities described under "Risk Factors—TheTrust's obligation to reimburse the Marketing Agent, theAuthorized Participants and certain parties..." and tocontribute to payments that such parties may be required to make inrespect of those liabilities. The Trustee has agreed to reimburse suchparties, solely from and to the extent of the Trust's assets, forindemnification and contribution amounts due from the Sponsor inrespect of such liabilities to the extent the Sponsor has not paid suchamounts when due. The Sponsor has agreed that, to the extent theTrustee pays any amount in respect of the reimbursement obligationsdescribed in the preceding sentence, the Trustee, for the benefit ofthe Trust, will be subrogated to and will succeed to the rights of theparty so reimbursed against the Sponsor.

Resignation of theSponsor; successor sponsors

The Sponsor may resign its positionas sponsor at any time by delivering to the Trustee an executedinstrument of resignation. The resignation will not become effectiveuntil the earlier of the time when: (1) the Trustee appoints asuccessor sponsor to assume, with appropriate compensation from theTrust, the duties and obligations of the Sponsor, (2) the Trusteeagrees to act as sponsor without appointing a successor sponsor, or (3)if a successor sponsor has not been found within 60 days following thedate the instrument of resignation was delivered, the date the Trusteeterminates and liquidates the Trust and distributes all remainingassets to DTC for distribution to DTC Participants who are then ownersof Shares on the records of DTC. Any successor sponsor must besatisfactory to the Trustee. Upon effective resignation, the Sponsorwill be discharged and will no longer be liable in any manner except asto acts or omissions occurring prior to such resignation, and the newsponsor will then undertake and perform all duties and be entitled toall rights and compensation as sponsor under the Trust Indenture.

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If the Sponsor fails to undertake orperform or becomes incapable of undertaking or performing any of itsduties required under the Trust Indenture, and the failure is not curedwithin 15 business days following receipt of notice from the Trustee ofthe failure, or if the Sponsor is adjudged bankrupt or insolvent, or areceiver of the Sponsor or of its property is appointed, or a trusteeor liquidator or any public officer takes charge or control of theSponsor or of its property or affairs for the purpose ofrehabilitation, conservation or liquidation, then, in any such case,the Trustee may do any one or more of the following: (1) appoint asuccessor sponsor to assume, with such compensation from the Trust asthe Trustee may deem reasonable under the circumstances, the duties andobligations of the resigning Sponsor, (2) agree to act as sponsorwithout appointing a successor sponsor, or (3) terminate and liquidatethe Trust and distribute its remaining assets. The Trustee has noobligation to appoint a successor sponsor or to assume the duties ofthe Sponsor and will have no liability to any person because the Trustis terminated as described in the preceding sentence.

TheSponsor may transfer all or substantially all of its assets to anentity which carries on the business of the Sponsor, if at the time ofthe transfer the successor assumes all of the obligations of theSponsor under the Trust Indenture. In such an event, the Sponsor willthen be relieved of all further liability under the TrustIndenture.

The Trustee

This section summarizes some ofthe important provisions of the Trust Indenture which apply to theTrustee. For a general description of the Trustee's roleconcerning the Trust, see "The Trustee—TheTrustee's Role."

Qualifications of thetrustee

The Trustee and any successor trustee must be: (1) abank, trust company, corporation or national banking associationorganized and doing business under the laws of the United States or anyof its states, and authorized under such laws to exercise corporatetrust powers, (2) a participant in DTC or such other securitiesdepository as shall then be acting and (3), unless counsel to theSponsor, the appointment of which is acceptable to the Trustee,determines that such requirement is not necessary for the exceptionunder section 408(m)(3)(B) of the United States Internal Revenue Codeof 1986, as amended (Code), to apply, a banking institution as definedin Code section 408(n). The Trustee and any successor trustee musthave, at all times, an aggregate capital, surplus, and undividedprofits of not less than $500 million.

General duty of care oftrustee

The Trustee is not under any duty to give the propertyheld by it under the Trust Indenture any greater degree of care than itgives its own similar property.

Limitation on trustee'sliability

The Trustee is not liable for the disposition of goldor moneys, or in respect of any evaluation which it makes under theTrust Indenture or otherwise, or for any action taken or omitted or forany loss or injury resulting from its actions or its performance orlack of performance of its duties under the Trust Indenture in theabsence of gross negligence or willful misconduct on its part. In noevent will the Trustee be liable for acting in accordance with orconclusively relying upon any instruction, notice, demand, certificateor document from the Sponsor, an Authorized Participant or any entityacting on their behalf which the Trustee believes is given asauthorized by the Trust Indenture. In addition, the Trustee is notliable for any delay in performance or for the non-performance of anyof its obligations under the Trust Indenture by reason of causes beyondits reasonable control, including acts of God, war or terrorism. TheTrustee is not liable for any indirect, consequential, punitive orspecial damages, regardless of the form of action and whether or notany such damages were foreseeable or contemplated, or for an amount inexcess of the value of the Trust's assets.

Trustee's liability for custodial services and agents

The Trustee is not answerable for the default of the Custodian orany other custodian of the Trust's gold employed at the directionof the Sponsor or selected by the Trustee with reasonable care. The

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Trustee may also employ custodians for Trustassets other than gold, agents, attorneys, accountants, auditors andother professionals and shall not be answerable for the default ormisconduct of any of them if they were selected with reasonable care.The fees and expenses charged by custodians for the custody of gold andrelated services, agents, attorneys, accountants, auditors or otherprofessionals, and expenses reimbursable to any custodian under acustody agreement authorized by the Trust Indenture, exclusive of feesfor services to be performed by the Trustee, are expenses of the Trust.Fees paid for the custody of assets other than gold are an expense ofthe Trustee.

Taxes

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

Indemnification of the trustee

The Trusteeand its directors, shareholders, officers, employees, agents andaffiliates will be indemnified from the Trust's assets againstany loss, liability or expense: (1) in connection with the acceptanceor administration of the Trust and any actions taken in accordance withthe Trust Indenture or the administration of the Trust or in connectionwith any offer or sale of Shares incurred without (A) gross negligence,bad faith, willful misconduct and willful malfeasance on the part ofthe indemnified party and without (B) reckless disregard on the part ofthe indemnified party of its obligations and duties under the TrustIndenture or (2) related to any filings or submissions, or the failureto make any filings or submissions, with the SEC concerning the Shares,except where the loss, liability or expense arises out of any writteninformation provided by the Trustee to the Sponsor for any such filingsor submissions. Such indemnity shall include payment from the Trust ofthe costs and expenses incurred by the indemnified party ininvestigating or defending itself against any claim or liability. Anyamounts payable to an indemnified party may be payable in advance orwill be secured by a lien on the Trust.

Indemnity for actionstaken to protect the trust

The Trustee is under no obligationto appear in, prosecute or defend any action that in its opinion mayinvolve it in expense or liability, unless it is furnished withreasonable security and indemnity against the expense or liability. TheTrustee's costs resulting from the Trustee's appearance in,prosecution of or defense of any such action are deductible from andconstitute a lien against the Trust's assets. Subject to thepreceding conditions, the Trustee shall, in its discretion, undertakesuch action as it may deem necessary to protect the Trust and therights and interests of all Shareholders pursuant to the terms of theTrust Indenture.

Protection for amounts due to trustee

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

Holding of trust property other than gold

The Trustee holdsand records the ownership of the Trust's assets in such a mannerso that they are not be subject to any right, charge, securityinterest, lien or claim of any kind in favor of the Trustee or itscreditors, except a claim for payment of services, advances,indemnities and expenses by the Trustee in providing services astrustee or, in the case of cash deposits held by the Trustee, liens orrights in favor of creditors of the Trustee arising under bankruptcy,insolvency or similar laws.

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The Trustee holds any money the Trustreceives, without interest, as a deposit for the account of the Trustin accordance with the provisions of the Trust Indenture, until it isrequired to be disbursed. Any Trust assets other than gold or cash willbe held by the Trustee either directly or through the Federal ReserveTreasury Book Entry System for United States and federal agencysecurities (Book Entry System), DTC, or through any other clearingagency or similar system (Clearing Agency), if available. The Trusteehas no responsibility or liability for the actions or omissions of theBook Entry System, DTC or any Clearing Agency. The Trustee shall not beliable for ascertaining or acting upon any calls, conversions, exchangeoffers, tenders, interest rate changes, or similar matters relating tosecurities held at DTC.

Resignation, discharge or removal oftrustee; successor trustees

The Trustee may resign by executingan instrument of resignation, filing it with the Sponsor, and mailing acopy of a notice of its resignation to all DTC Participants fordistribution to the Shareholders not less than 60 days before the datewhen the resignation is to take effect.

The Sponsor may removethe Trustee and appoint a successor Trustee if it determines that: (1)the Trustee is guilty of willful misconduct or malfeasance or willfuldisregard of its duties under the Trust Indenture, (2) the Trustee hasacted in bad faith in performing its duties under the Trust Indenture,(3) there has occurred a material deterioration in the creditworthinessof the Trustee or (4) there has occurred one or more negligent acts oromissions on the part of the Trustee which have a material adverseeffect, either singly or together, on the Trust or the interests of theShareholders and the Trustee has not, within 15 days of receipt of theSponsor's notice of such material adverse effect, (A) cured suchmaterial adverse effect or responded to the notice explaining the stepsit will take to cure such material adverse effect and cures suchmaterial adverse effect within 30 days from the date of the notice and(B) established, to the Sponsor's satisfaction, that such act oromission (or acts or omissions) will not recur. Shareholdersrepresenting at least 66 2/3% of the Shares then outstanding mayat any time remove the Trustee by delivery of a written instrument tothe Trustee and the Sponsor.

If the Trustee does not meet thequalification for a trustee under the Trust Indenture, fails toundertake or perform or becomes incapable of undertaking or performingany of its duties required under the Trust Indenture, and the failureis not cured within 15 business days following receipt of notice fromthe Sponsor of the failure, or is adjudged bankrupt or insolvent, or areceiver of the Trustee or of its property is appointed, or a trusteeor liquidator or any public officer takes charge or control of theTrustee or of its property or affairs for the purposes ofrehabilitation, conservation or liquidation, then, in any such case,the Sponsor will remove the Trustee.

Upon receiving notice ofresignation or upon the removal of the Trustee, the Sponsor shall useits best efforts promptly to appoint a successor trustee in the mannerand meeting the qualifications provided in the Trust Indenture, bywritten instrument or instruments delivered to the resigning Trusteeand the successor trustee.

Any resignation or removal of atrustee and appointment of a successor trustee will become effectiveupon the acceptance of appointment by the successor trustee. Notice ofthe appointment of a successor trustee shall be mailed promptly afteracceptance of the appointment by the successor trustee to all DTCParticipants for distribution to the Shareholders.

Uponeffective resignation or removal, the retiring trustee will bedischarged from liability under the Trust Indenture except as to actsor omissions occurring prior to such resignation or removal.

Ifthe Trustee is removed or resigns and no successor trustee is appointedwithin 60 days after the date notice of removal is received by theTrustee or the date the Trustee issues its notice of resignation, theTrustee will terminate and liquidate the Trust and distribute itsremaining assets.

The Custodian and Custody of theTrust's Gold

The Trustee, on behalf of the Trust, hasentered into the Custody Agreements with the Custodian under which theCustodian maintains the Trust Allocated Account and the TrustUnallocated Account.

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Before entering into the CustodyAgreements, the Trustee determined that, subject to the limitations andshortcomings that are described under "RiskFactors" and "Custody of the Trust'sGold," the Custody Agreements establishing the TrustAllocated Account and Trust Unallocated Account protect the Trust andthe interests of the Shareholders.

The Trustee is responsiblefor monitoring the performance of the Custodian and any successorcustodian or additional custodian and for enforcing the obligations ofeach such custodian as is necessary to protect the Trust and the rightsand interests of the Shareholders. In the event that the Trusteedetermines that the maintenance of gold with a particular custodian isnot in the best interests of the Shareholders, the Trustee will soadvise the Sponsor and take such reasonable action as the Sponsor willdirect, or, if the Sponsor has not given direction within one businessday, the Trustee will initiate action to remove the gold from thecustody of such custodian or take such other action as the Trusteedetermines appropriate to safeguard the interests of the Shareholders.However, see "The Trustee—The Trustee'sRole" for a description of limitations on the ability ofthe Trustee to monitor the performance of the Custodian. The Trusteeshall have no liability for any such action taken at the direction ofthe Sponsor or, in the absence of such direction, any action taken byit in good faith.

Appointment and removal of custodians

The Sponsor may direct the Trustee to employ one or more othercustodians in addition to or in replacement of the Custodian, providedthat the Sponsor may not direct the employment of a successor custodianor an additional custodian without the Trustee's consent if theemployment would have a material adverse effect on the Trustee'sability to perform its duties. The Trustee may, with the prior approvalof the Sponsor, also employ one or more successor or additionalcustodians selected by the Trustee for the safekeeping of gold andservices in connection with the deposit and delivery of gold. Beforegold may be placed with any additional or successor custodian, theTrustee will determine that the custody agreements and any relatedcustody arrangements applicable to the additional or successorcustodian substantially satisfy certain specified requirements setforth in the Trust Indenture, unless the Sponsor has permitted theTrustee to enter into such custody agreements without satisfaction ofone or more of these requirements. Investors should be aware that theserequirements are different in certain respect than the requirements setforth in the Custody Agreements.

Valuation of Gold, Definitionof Net Asset Value and Adjusted Net Asset Value

As of theLondon PM Fix on each day that the NYSE is open for regular trading or,if there is no London PM Fix on such day or the London PM Fix has notbeen announced by 12:00 PM New York time on such day, as of 12:00 PMNew York time on such day (Evaluation Time), the Trustee evaluates thegold held by the Trust and determine both the ANAV and the NAV of theTrust.

At the Evaluation Time, the Trustee values theTrust's gold on the basis of that day's London PM Fix or,if no London PM Fix is made on such day or has not been announced bythe Evaluation Time, the next most recent London gold price fix (AM orPM) determined prior to the Evaluation Time is used, unless theTrustee, in consultation with the Sponsor, determines that such priceis inappropriate as a basis for evaluation. In the event the Trusteeand the Sponsor determine that the London PM Fix or last prior Londonfix is not an appropriate basis for evaluation of the Trust'sgold, they shall identify an alternative basis for such evaluation tobe employed by the Trustee. Neither the Trustee nor the Sponsor shallbe liable to any person for the determination that the London PM Fix orlast prior London gold price fix is not appropriate as a basis forevaluation of the Trust's gold or for any determination as to thealternative basis for such evaluation provided that such determinationis made in good faith. See "Operation of the Gold BullionMarket—The London Bullion Market" for a descriptionof the London PM Fix.

Once the value of the gold has beendetermined, the Trustee subtracts all estimated accrued but unpaid fees(other than the fees accruing for the evaluation day which are computedby reference to the ANAV of the Trust or the custody fees accruing forthe evaluation day which are based on the value of the gold held by theTrust), expenses and other liabilities of the Trust from the totalvalue of 

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the gold and all other assets of the Trust(other than any amounts credited to the Trust's reserve account,if established). The resulting figure is the ANAV of the Trust. TheANAV of the Trust is used to compute the fees of the Sponsor, theTrustee and the Marketing Agent.

To determine the Trust'sNAV, the Trustee subtracts the amount of estimated accrued but unpaidfees accruing for the evaluation day which are computed by reference tothe ANAV of the Trust and to the value of the gold held by the Trustfrom the ANAV of the Trust. The resulting figure is the NAV of theTrust. The Trustee also determines the NAV per Share by dividing theNAV of the Trust by the number of the Shares outstanding as of theclose of trading on the NYSE (which includes the net number of anyShares created or redeemed on such evaluation day).

TheTrustee's estimation of accrued but unpaid fees, expenses andliabilities is conclusive upon all persons interested in the Trust andno revision or correction in any computation made under the TrustIndenture is required by reason of any difference in amounts estimatedfrom those actually paid.

The Sponsor and the Shareholders mayrely on any evaluation furnished by the Trustee, and the Sponsor has noresponsibility for the evaluation's accuracy. The determinationsthe Trustee makes will be made in good faith upon the basis of, and theTrustee will not be liable for any errors contained in, informationreasonably available to it. The Trustee will not be liable to theSponsor, DTC, the Shareholders or any other person for errors injudgment. However, the preceding liability exclusion will not protectthe Trustee against any liability resulting from willful misfeasance,willful misconduct, bad faith or gross negligence in the performance ofits duties or the reckless disregard of its obligations and duties.

Expenses of the Trust

All expenses of the Trust are paid bythe Trust through the sale of the Trust's gold by the Trustee.The Trustee charged no fee and assumed the Trust's operatingexpenses (other than extraordinary expenses) for the period from theTrust's formation through the day the Shares commenced trading onthe NYSE.

Trustee's fee and expenses

Fees arepaid to the Trustee as compensation for services performed under theTrust Indenture. The Trustee's fee is payable monthly in arrearsand is accrued daily at an annual rate equal to 0.02% of theANAV of the Trust, subject to a minimum fee of $500,000 and a maximumfee of $2 million per year. The Trustee charges the Trust for itsexpenses and disbursements incurred in connection with the Trust(including the expenses of the Custodian paid by the Trustee),exclusive of fees of agents for services to be performed by theTrustee, and for any extraordinary services performed by the Trusteefor the Trust. The Trustee's fee may be changed by the Trusteeand Sponsor in good faith to account for significant changes in theTrust's administration or the Trustee's duties.

Sponsor's fee and expenses

Fees are paid to theSponsor as compensation for services performed under the TrustIndenture and services in connection with maintaining a website for theTrust, including licensing costs, and with the marketing of the Shares.The Sponsor's fee is payable monthly in arrears and is accrueddaily at an annual rate equal to 0.15% of the ANAV of the Trust.The Sponsor is reimbursed from the Trust for all of its disbursementsand expenses incurred in connection with the Trust. For seven yearsfrom the date of the Trust Indenture or until the earlier terminationof the Marketing Agent Agreement, if at the end of any month duringthis period the estimated ordinary expenses of the Trust exceed anamount equal to 0.40% per year of the daily ANAV of the Trustfor such month, the Sponsor's fee is subject to reduction. See"Business of the Trust—Trust Expenses—FeeReduction."

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Other expenses

In addition, thefollowing expenses are or may be charged to theTrust:

|              |                                                                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Expenses of custody,deposit or delivery of gold (other than expenses borne by AuthorizedParticipants) and disbursements charged by and indemnification due anyCustodian; |

|  |              |                                               |
|--|--------------|-----------------------------------------------|
|  | •  | Fees of the Trusteefor extraordinaryservices; |

|  |              |                                                                                                                                                   |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Various taxes andgovernmental charges and any taxes, fees and charges payable by theTrustee with respect to the creation or redemption ofBaskets; |

|  |              |                                                                                                                                      |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Expenses and costs ofany action taken by the Trustee or the Sponsor to protect the Trust andthe rights and interests ofShareholders; |

|  |              |                                                                                                 |
|--|--------------|-------------------------------------------------------------------------------------------------|
|  | •  | Amounts forindemnification of the Trustee or the Sponsor as permitted under theTrust Indenture; |

|  |              |                                                                                                                                                                                                        |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Amounts forreimbursement in respect of certain claims described under"Risk Factors—The Trust's obligation toreimburse the Marketing Agent, the Authorized Participants and certainparties . ..." |

|  |              |                                             |
|--|--------------|---------------------------------------------|
|  | •  | Expensesincurred in contactingShareholders; |

|  |              |                                                                                                                 |
|--|--------------|-----------------------------------------------------------------------------------------------------------------|
|  | •  | Legal andauditing expenses, and the compensation paid to agents properlyemployed by or on behalf of theTrustee; |

|  |              |                                            |
|--|--------------|--------------------------------------------|
|  | •  | Fees paid to DTC forcustody of the Shares; |

|  |              |                                                                                                                      |
|--|--------------|----------------------------------------------------------------------------------------------------------------------|
|  | •  | Federaland state annual fees in keeping the registration of the Shares on acurrent basis for the issuance ofBaskets; |

|  |              |                                                                                                                            |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------|
|  | •  | Expenses of theSponsor relating to the printing and distribution of marketingmaterials describing the Trust and theShares; |

|  |              |                                             |
|--|--------------|---------------------------------------------|
|  | •  | Fees and expenses ofthe Marketing Agent;and |

|  |              |                                                                                                                                                                                                                                                                  |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Stationery, postage andall other out-of-pocket expenses of the Trust not otherwise statedabove incurred by the Trustee, the Sponsor or the Custodian or anyadditional or successor custodian pursuant to actions permitted orrequired under the Trust Indenture. |

Sales of Gold

TheTrustee at the direction of the Sponsor or in its own discretion sellsthe Trust's gold as necessary to pay the Trust's expenses.When selling gold to pay expenses, the Trustee endeavors to sell thesmallest amounts of gold needed to pay expenses in order to minimizethe Trust's holdings of assets other than gold. Unless otherwisedirected by the Sponsor, when selling gold the Trustee endeavors tosell at the price established by the London PM Fix. The Trustee placesorders with dealers (which may include the Custodian) through which theTrustee expects to receive the most favorable price and execution oforders. The Custodian may be the purchaser of such gold only if thesale transaction is made at the next London gold price fix (either AMor PM) following the sale order. Neither the Trustee nor the Sponsor isliable for depreciation or loss incurred by reason of any sale. See"United States Federal Tax Consequences—Taxation ofUS Shareholders" for information on the tax treatment ofgold sales.

The Trustee also sells the Trust's gold if theSponsor notifies the Trustee that the sale of gold is required byapplicable law or regulation or in connection with the termination andliquidation of the Trust. The Trustee will not be liable or responsiblein any way for depreciation or loss incurred by reason of any sale ofgold directed by the Sponsor.

Any property received by the Trustother than gold, cash or an amount receivable in cash (such as, forexample, an insurance claim) will be promptly sold or otherwisedisposed of by the Trustee at the direction of the Sponsor and theresulting proceeds will be credited to the Trust's cashaccount.

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Cash account and reserve account

The Trustee maintains a cash account for the Trust in which proceedsof gold sales and other cash received by the Trustee on behalf of theTrust are held. On each business day, the Trustee reports the balanceof the cash account to the Sponsor. The Trustee may withdraw funds fromthe cash account to establish a reserve account for any taxes, othergovernmental charges and contingent or future liabilities.

TheTrustee deducts its fee from the cash account monthly in arrears. TheTrustee charges the cash account its disbursements for payment ofexpenses at such times as the Trustee determines convenient in itsadministration of the Trust.

The Securities Depository;Book-Entry-Only System; Global Security

DTC acts as securitiesdepository for the Shares. DTC is a limited-purpose trust companyorganized under the laws of the State of New York, a member of theFederal Reserve System, a "clearingcorporation" within the meaning of the New York UniformCommercial Code, and a "clearing agency"registered pursuant to the provisions of section 17A of the ExchangeAct. DTC was created to hold securities of DTC Participants and tofacilitate the clearance and settlement of transactions in suchsecurities among the DTC Participants through electronic book-entrychanges. This eliminates the need for physical movement of securitiescertificates. DTC Participants include securities brokers and dealers,banks, trust companies, clearing corporations, and certain otherorganizations, 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 acustodial relationship with a DTC Participant, either directly orindirectly. DTC has agreed to administer its book-entry system inaccordance with its rules and by-laws and the requirements of law.

Individual certificates will not be issued for the Shares. Instead,global certificates are signed by the Trustee and the Sponsor on behalfof the Trust, registered in the name of Cede & Co., as nominee forDTC, and deposited with the Trustee on behalf of DTC. The globalcertificates evidence all of the Shares outstanding at any time. Therepresentations, undertakings and agreements made on the part of theTrust in the global certificates are made and intended for the purposeof binding only the Trust and not the Trustee or the Sponsorindividually.

Upon the settlement date of any creation, transferor redemption of Shares, DTC credits or debits, on its book-entryregistration and transfer system, the amount of the Shares so created,transferred or redeemed to the accounts of the appropriate DTCParticipants. The Trustee and the Authorized Participants designate theaccounts to be credited and charged in the case of creation orredemption of Shares.

Beneficial ownership of the Shares islimited to DTC Participants, Indirect Participants and persons holdinginterests through DTC Participants and Indirect Participants. Owners ofbeneficial interests in the Shares is shown on, and the transfer ofownership is effected only through, records maintained by DTC (withrespect to DTC Participants), the records of DTC Participants (withrespect to Indirect Participants), and the records of IndirectParticipants (with respect to Shareholders that are not DTCParticipants or Indirect Participants). Shareholders are expected toreceive from or through the DTC Participant maintaining the accountthrough which the Shareholder has purchased their Shares a writtenconfirmation relating to such purchase.

Shareholders that arenot DTC Participants may transfer the Shares through DTC by instructingthe DTC Participant or Indirect Participant through which theShareholders hold their Shares to transfer the Shares. Shareholdersthat are DTC Participants may transfer the Shares by instructing DTC inaccordance with the rules of DTC. Transfers are made in accordance withstandard securities industry practice.

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

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The rights of the Shareholders generallymust be exercised by DTC Participants acting on their behalf inaccordance with the rules and procedures of DTC. Because the Shares canonly be held in book-entry form through DTC and DTC Participants,investors must rely on DTC, DTC Participants and any other financialintermediary through which they hold the Shares to receive the benefitsand exercise the rights described in this section. Investors shouldconsult with their broker or financial institution to find out aboutprocedures and requirements for securities held in book-entry formthrough DTC.

Share Splits

If the Sponsor believes thatthe per Share price in the secondary market for Shares has fallenoutside a desirable trading price range, the Sponsor may direct theTrustee to declare a split or reverse split in the number of Sharesoutstanding and to make a corresponding change in the number of Sharesconstituting a Basket.

Books and Records

The Trusteekeeps proper books of record and account of the Trust at its officelocated in New York or such office as it may subsequently designateupon notice. These books and records are open to inspection by anyperson who establishes to the Trustee's satisfaction that suchperson is a Shareholder upon reasonable advance notice at allreasonable times during the usual business hours of the Trustee.

The Trustee keeps a copy of the Trust Indenture on file in itsoffice which is available for inspection on reasonable advance noticeat all reasonable times during its usual business hours by anyShareholder.

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

The costs incurredin connection with such statements, filings and reports are expenses ofthe Trust.

Fiscal Year

The fiscal year of the Trust isthe period ending September 30 of each year.

Termination of theTrust

The Sponsor may, and it is anticipated that the Sponsorwill, direct the Trustee to terminate and liquidate the Trust at anytime after the first anniversary of the Trust's inception whenthe NAV of the Trust is less than $350 million (as adjusted forinflation by reference to the National Consumer Price Index asdescribed in the Trust Indenture). The Sponsor may direct the Trusteeto terminate the Trust if the CFTC determines that the Trust is acommodities pool under the CEA. The Trustee may also terminate theTrust upon the agreement of Shareholders owning at least66 2/3% of the outstanding Shares.

TheTrustee will terminate and liquidate the Trust if any of the followingevents occurs:

|  |              |                                                                                                                                                  |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | DTC isunwilling or unable to perform its functions under the Trust Indentureand the Sponsor determines that no suitable replacement isavailable; |

|  |              |                                                                                                                                                                                                                   |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | The Shares arede-listed from the NYSE and are not listed for trading on another USnational securities exchange or through the Nasdaq Stock Market withinfive business days from the date the Shares arede-listed; |

|  |              |                                                                                                                                                                          |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | The NAV of theTrust remains less than $50 million for a period of 50 consecutivebusiness days at any time after the first 90 days of the Shares beingtraded on the NYSE; |

|  |              |                                                                                                                                                                                   |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | TheSponsor is unable to perform its duties or becomes bankrupt orinsolvent and the Trustee has not appointed a successor and has notitself agreed to act as sponsor of the Trust; |

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|  |              |                                                                                                                                                                               |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | TheSponsor resigns and the Trustee has not appointed a successor and hasnot itself agreed to act as sponsor of the Trust within 60 days fromthe resignation notificationdate; |

|  |              |                                                                                                                                                       |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | The Trustee resigns oris removed and no successor trustee is appointed by the Sponsor within60 days from the resignation or removal notificationdate; |

|  |              |                                                                                                                  |
|--|--------------|------------------------------------------------------------------------------------------------------------------|
|  | •  | The Custodian resignsand no successor custodian is employed within 60 days from theresignation notificationdate; |

|  |              |                                       |
|--|--------------|---------------------------------------|
|  | •  | The sale of all of theTrust's assets; |

|  |              |                                                                                                                            |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------|
|  | •  | TheTrust fails to qualify for treatment, or ceases to be treated, for USfederal income tax purposes, as a grantor trust;or |

|  |              |                                                                                    |
|--|--------------|------------------------------------------------------------------------------------|
|  | •  | The maximum period forwhich the Trust is allowed to exist under New York law ends. |

TheTrustee will give written notice of the termination of the Trust,specifying the date of termination, upon which DTC will no longerpermit transfers, to DTC Participants for distribution to theShareholders at least 20 days prior to the termination of the Trust.The Trustee will, within a reasonable time after the termination of theTrust, sell the Trust's gold and, after payment of outstandingaccrued fees, expenses and liabilities and establishment of anyreserves deemed appropriate by the Trustee for applicable taxes, othergovernmental charges or contingent or future liabilities, distributethe proceeds to Shareholders. The Trustee is not required to invest anyproceeds it holds for distribution to the Shareholders, unless theSponsor directs that the proceeds will be invested pendingdistribution.

Amendments

The Trust Indenture can beamended by the Sponsor and the Trustee without the Shareholders'consent in order to: (1) correct any ambiguities, defects orinconsistencies in the Trust Indenture or to address other matters orquestions arising under the Trust Indenture in a manner that will notmaterially adversely affect the interests of Shareholders as determinedin good faith by the Sponsor, and (2) make any change required by theSEC. The Trust Indenture may also be amended by the Sponsor and theTrustee with the consent of Shareholders representing at least51% of the Shares outstanding. However, the Trust Indenture maynot be amended without the consent of all of the Shareholders if theamendment would (1) permit the acquisition of any asset other than goldand cash acquired in accordance with the Trust Indenture, (2) reducethe interest of any Shareholder in the Trust, or (3) reduce thepercentage of Shareholders required to consent to the amendment. TheTrustee shall provide each DTC Participant with copies of a notice ofany amendment for the DTC Participant to distribute to the Shareholdersfor whom the DTC Participant holds Shares.

Governing Law;Consent to New York Jurisdiction

The Trust Indenture, and therights of the Sponsor, the Trustee, DTC (as registered owner of theTrust's global certificates for Shares) and the Shareholdersunder the Trust Indenture, are governed by the laws of the State of NewYork. The Sponsor, the Trustee and DTC and, by accepting Shares, eachDTC Participant and each Shareholder, consents to the jurisdiction ofthe courts of the State of New York and any federal courts located inthe borough of Manhattan in New York City. Such consent in not requiredfor any person to assert a claim of New York jurisdiction over theSponsor or the Trustee.

United States Federal TaxConsequences

The following discussion of the material UnitedStates federal income tax consequences that generally apply to thepurchase, ownership and disposition of Shares by a US Shareholder (asdefined below), and certain United States federal income, gift andestate tax consequences that may apply to an investment in Shares by aNon-US Shareholder (as defined below), represents, insofar as itdescribes conclusions as to US federal tax law and subject to thelimitations and qualifications described therein, the opinion of CarterLedyard & Milburn LLP, special United States federal tax counsel tothe 

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Sponsor. The discussion below is based onthe Code, Treasury Regulations promulgated under the Code and judicialand administrative interpretations of the Code, all as in effect on thedate of this report and all of which are subject to change eitherprospectively or retroactively. The tax treatment of Shareholders mayvary depending upon their own particular circumstances. CertainShareholders (including broker-dealers, traders or other investors withspecial circumstances) may be subject to special rules not discussedbelow. In addition, the following discussion applies only to investorswho hold Shares as "capital assets" withinthe meaning of Code section 1221. Moreover, the discussion below doesnot address the effect of any state, local or foreign tax law on anowner of Shares. Purchasers of Shares are urged to consult their owntax advisors with respect to all federal, state, local and foreign taxlaw considerations potentially applicable to their investment inShares.

For purposes of this discussion, a "USShareholder" is a Shareholder thatis:

|  |              |                                                                                                              |
|--|--------------|--------------------------------------------------------------------------------------------------------------|
|  | •  | An individual who istreated as a citizen or resident of the United States for US federalincome tax purposes; |

|  |              |                                                                                                                 |
|--|--------------|-----------------------------------------------------------------------------------------------------------------|
|  | •  | Acorporation created or organized in or under the laws of the UnitedStates or any political subdivisionthereof; |

|  |              |                                                                                                                           |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------|
|  | •  | An estate, the incomeof which is includible in gross income for US federal income taxpurposes regardless of its source;or |

|  |              |                                                                                                                                                                                                                         |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | A trust, if a court withinthe United States is able to exercise primary supervision over theadministration of the trust and one or more US persons have theauthority to control all substantial decisions of the trust. |

AShareholder that is not a US Shareholder as defined above is generallyconsidered a "Non-US Shareholder" forpurposes of this discussion. For United States federal income taxpurposes, the treatment of any beneficial owner of an interest in apartnership, including any entity treated as a partnership for UnitedStates federal income tax purposes, will generally depend upon thestatus of the partner and upon the activities of the partnership.Partnerships and partners in partnerships should consult their taxadvisors about the United States federal income tax consequences ofpurchasing, owning and disposing of Shares.

Taxation of theTrust

The Trust is classified as a "grantortrust" for US federal income tax purposes. As a result,the Trust itself is not subject to US federal income tax. Instead, theTrust's income and expenses "flowthrough" to the Shareholders, and the Trustee will reportthe Trust's income, gains, losses and deductions to the InternalRevenue Service (IRS) on that basis.

Taxation of USShareholders

Shareholders generally will be treated, for USfederal income tax purposes, as if they directly owned a pro rata shareof the underlying assets held in the Trust. Shareholders also will betreated as if they directly received their respective pro rata sharesof the Trust's income, if any, and as if they directly incurredtheir respective pro rata shares of the Trust's expenses. In thecase of a Shareholder that purchases Shares for cash, its initial taxbasis in its pro rata share of the assets held in the Trust at the timeit acquires its Shares will be equal to its cost of acquiring theShares. In the case of a Shareholder that acquires its Shares as partof a creation, the delivery of gold to the Trust in exchange for theunderlying gold represented by the Shares will not be a taxable eventto the Shareholder, and the Shareholder's tax basis and holdingperiod for the Shareholder's pro rata share of the gold held inthe Trust will be the same as its tax basis and holding period for thegold delivered in exchange therefor. For purposes of this discussion,it is assumed that all of a Shareholder's Shares are acquired onthe same date, at the same price per Share and, except where otherwisenoted, that the sole asset of the Trust is gold.

When the Trustsells gold, for example to pay expenses, a Shareholder generally willrecognize gain or loss in an amount equal to the difference between (1)the Shareholder's pro rata share of the amount 

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realized by the Trust upon the sale and (2)the Shareholder's tax basis for its pro rata share of the goldthat was sold, which gain or loss will generally be long-term orshort-term capital gain or loss, depending upon whether the Shareholderhas held its Shares for more than one year. A Shareholder's taxbasis for its share of any gold sold by the Trust generally will bedetermined by multiplying the Shareholder's total basis for itsshare of all of the gold held in the Trust immediately prior to thesale, 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 inthe Trust immediately prior to the sale. After any such sale, aShareholder's tax basis for its pro rata share of the goldremaining in the Trust will be equal to its tax basis for its share ofthe total amount of the gold held in the Trust immediately prior to thesale, less the portion of such basis allocable to its share of the goldthat was sold.

Upon a Shareholder's sale of some or all ofits Shares, the Shareholder will be treated as having sold the portionof its pro rata share of the gold held in the Trust at the time of thesale that is attributable to the Shares sold. Accordingly, theShareholder generally will recognize gain or loss on the sale in anamount equal to the difference between (1) the amount realized pursuantto the sale of the Shares, and (2) the Shareholder's tax basisfor the portion of its pro rata share of the gold held in the Trust atthe time of sale that is attributable to the Shares sold, as determinedin the manner described in the preceding paragraph.

A redemptionof some or all of a Shareholder's Shares in exchange for theunderlying gold represented by the Shares redeemed generally will notbe a taxable event to the Shareholder. The Shareholder's taxbasis for the gold received in the redemption generally will be thesame as the Shareholder's tax basis for the portion of its prorata share of the gold held in the Trust immediately prior to theredemption that is attributable to the Shares redeemed. TheShareholder's holding period with respect to the gold receivedshould include the period during which the Shareholder held the Sharesredeemed. A subsequent sale of the gold received by the Shareholderwill be a taxable event.

After any sale or redemption of lessthan all of a Shareholder's Shares, the Shareholder's taxbasis for its pro rata share of the gold held in the Trust immediatelyafter such sale or redemption generally will be equal to its tax basisfor its share of the total amount of the gold held in the Trustimmediately prior to the sale or redemption, less the portion of suchbasis which is taken into account in determining the amount of gain orloss recognized by the Shareholder upon such sale or, in the case of aredemption, which is treated as the basis of the gold received by theShareholder in the redemption.

As noted above, the foregoingdiscussion assumes that all of a Shareholder's Shares wereacquired on the same date and at the same price per Share. If aShareholder owns multiple lots of Shares (i.e., Shares acquired ondifferent dates and/or at different prices), it is uncertain whetherthe Shareholder may use the "specificidentification" rules that apply under Treas. Reg.§1.1012-1(c) in the case of sales of shares of stock, indetermining the amount, and the long-term or short-term character, ofany gain or loss recognized by the Shareholder upon the sale of gold bythe Trust, upon the sale of any Shares by the Shareholder, or upon thesale by the Shareholder of any gold received by it upon the redemptionof any of its Shares. The IRS could take the position that aShareholder has a blended tax basis and holding period for its pro ratashare of the underlying gold in the Trust. Shareholders that holdmultiple lots of Shares, or that are contemplating acquiring multiplelots of Shares, should consult their own tax advisers as to thedetermination of the tax basis and holding period for the underlyinggold related to such Shares.

Maximum 28% Long-TermCapital Gains Tax Rate for US Shareholders who are Individuals

Under current law, gains recognized by individuals from the sale of"collectibles," including gold bullion, heldfor more than one year are taxed at a maximum rate of 28%,rather than the 15% rate applicable to most other long-termcapital gains. For these purposes, gain recognized by an individualupon the sale of an interest in a trust that holds collectibles istreated as gain recognized on the sale of collectibles, to the extentthat the gain is attributable to unrealized appreciation in value ofthe collectibles held by the trust. Therefore, any gain recognized byan individual US Shareholder attributable to a sale of Shares held formore than one year, or attributable to the Trust's sale of any

42

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gold bullion which the Shareholder istreated (through its ownership of Shares) as having held for more thanone year, generally will be taxed at a maximum rate of 28%. Thetax rates for capital gains recognized upon the sale of assets held byan individual US Shareholder for one year or less or by a taxpayerother than an individual US taxpayer are generally the same as those atwhich ordinary income is taxed.

Brokerage Fees and TrustExpenses

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

Shareholders will be required to recognize gain orloss upon a sale of gold by the Trust (as discussed above), even thoughsome or all of the proceeds of such sale are used by the Trustee to payTrust expenses. Shareholders may deduct their respective pro ratashares of each expense incurred by the Trust to the same extent as ifthey directly incurred the expense. Shareholders who are individuals,estates or trusts, however, may be required to treat some or all of theexpenses of the Trust as miscellaneous itemized deductions. Individualsmay deduct certain miscellaneous itemized deductions only to the extentthey exceed 2% of adjusted gross income. In addition, suchdeductions may be subject to phase-outs and other limitations underapplicable provisions of the Code.

Investment by RegulatedInvestment Companies

Mutual funds and other investment vehicleswhich are "regulated investment companies"within the meaning of Code section 851 should consult with their taxadvisors concerning (1) the likelihood that an investment in Shares,although they are a "security" within themeaning of the Investment Company Act of 1940, may be considered aninvestment in the underlying gold for purposes of Code section 851(b),and (2) the extent to which an investment in Shares might neverthelessbe consistent with preservation of their qualification under Codesection 851.

Investment by Certain Retirement Plans

Code section 408(m) provides that the acquisition of a"collectible" by an individual retirementaccount (IRA) or a participant-directed account maintained under anyplan that is tax-qualified under Code section 401(a) is treated as ataxable distribution from the account to the owner of the IRA, or tothe participant for whom the plan account is maintained, of an amountequal to the cost to the account of acquiring the collectible. TheSponsor has received a private letter ruling from the IRS to the effectthat a purchase of Shares by an IRA, or by a participant-directedaccount under a Code section 401(a) plan, will not be treated asresulting in a taxable distribution to the IRA owner or planparticipant under Code section 408(m). However, if any of the Shares sopurchased are distributed from the IRA or plan account to the IRA owneror plan participant, or if any gold received by such IRA or planaccount upon the redemption of any of the Shares purchased by it isdistributed to the IRA owner or plan participant, the Shares or gold sodistributed will be subject to federal income tax in the year ofdistribution, to the extent provided under the applicable provisions ofCode section 408(d) or Code section 402. See also "ERISAand Related Considerations."

United StatesInformation Reporting and Backup Withholding for US and Non-USShareholders

The Trustee will file certain information returnswith the IRS, and provide certain tax-related information toShareholders, in connection with the Trust. Proposed regulations, iffinalized in their current form, would require that each Shareholder beprovided with information regarding its allocable portion of theTrust's annual income (if any) and expenses, and sales of Trustassets, including, in the case of a sale of gold, the amount ofproceeds attributable to each Share. Each Shareholder, however, wouldbe required to determine for itself the amount of gain or lossrecognized with respect to such sales.

43

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A US Shareholder may be subject to USbackup withholding tax in certain circumstances unless it provides itstaxpayer identification number and complies with certain certificationprocedures. Non-US Shareholders may have to comply with certificationprocedures to establish that they are not a US person in order to avoidthe information reporting and backup withholding tax requirements.

The amount of any backup withholding will be allowed as a creditagainst a Shareholder's US federal income tax liability and mayentitle such a Shareholder to a refund, provided that the requiredinformation is furnished to the IRS.

Income Taxation of Non-USShareholders

The Trust does not expect to generate taxableincome except for gain (if any) upon the sale of gold. A Non-USShareholder generally will not be subject to US federal income tax withrespect to gain recognized upon the sale or other disposition ofShares, or upon the sale of gold by the Trust, unless (1) the Non-USShareholder is an individual and is present in the United States for183 days or more during the taxable year of the sale or otherdisposition, and the gain is treated as being from United Statessources; or (2) the gain is effectively connected with the conduct bythe Non-US Shareholder of a trade or business in the United States andcertain other conditions are met.

Estate and Gift TaxConsiderations for Non-US Shareholders

Under the US federal taxlaw, individuals who are neither citizens nor residents (as determinedfor estate and gift tax purposes) of the United States are subject toestate tax on all property that has a US"situs." Shares may well be considered tohave a US situs for these purposes. If they are, then Shares would beincludible in the US gross estate of a non-resident alien Shareholder.For the year 2004, US estate tax is imposed at rates of up to48% of the fair market value of the taxable estate. The USestate tax rate is subject to change in future years. In addition, theUS federal "generation-skipping transfer tax"may apply in certain circumstances. The estate of a non-resident alienShareholder who was resident in a country which has an estate taxtreaty with the United States may be entitled to benefit from suchtreaty.

For non-citizens and non-residents of the United States,the US federal gift tax generally applies only to gifts of tangiblepersonal property or real property having a US situs. Tangible personalproperty (including gold) has a US situs if it is physically located inthe United States. Although the matter is not settled, it appears thatownership of Shares should not be considered ownership of theunderlying gold for this purpose, even to the extent that gold wereheld in custody in the United States. Instead, Shares should beconsidered intangible property, and therefore they should not besubject to US gift tax if transferred during the holder'slifetime.

Such Shareholders are urged to consult their taxadvisers regarding the possible application of US estate, gift andgeneration-skipping transfer taxes in their particularcircumstances.

Taxation in Jurisdictions Other than the UnitedStates

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

ERISA and RelatedConsiderations

The Employee Retirement Income Security Act of1974, as amended (ERISA), and/or Code section 4975 impose certainrequirements on employee benefit plans and certain other plans andarrangements, including individual retirement accounts and annuities,Keogh plans, and certain collective investment funds or insurancecompany general or separate accounts in which such plans or

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arrangements are invested, that are subjectto ERISA and/or the Code (collectively, Plans), and on persons who arefiduciaries with respect to the investment of assets treated as"plan assets" of a Plan. Government plans andsome church plans are not subject to the fiduciary responsibilityprovisions of ERISA or the provisions of section 4975 of the Code, butmay be subject to substantially similar rules under state or otherfederal law.

In contemplating an investment of a portion of Planassets in Shares, the Plan fiduciary responsible for making suchinvestment should carefully consider, taking into account the facts andcircumstances of the Plan, the "Risk Factors"discussed above and whether such investment is consistent with itsfiduciary responsibilities, including, but not limited to (1) whetherthe fiduciary has the authority to make the investment under theappropriate governing plan instrument, (2) whether the investment wouldconstitute a direct or indirect non-exempt prohibited transaction witha party in interest, (3) the Plan's funding objectives, and (4)whether under the general fiduciary standards of investment prudenceand diversification such investment is appropriate for the Plan, takinginto account the overall investment policy of the Plan, the compositionof the Plan's investment portfolio and the Plan's need forsufficient liquidity to pay benefits when due.

The Sharesconstitute "publicly offered securities" asdefined in Department of Labor Regulations § 2510.3-101(b)(2).Accordingly, Shares purchased by a Plan, and not the Plan'sinterest in the underlying gold bullion held in the Trust representedby the Shares, should be treated as assets of the Plan, for purposes ofapplying the "fiduciary responsibility" and"prohibited transaction" rules of ERISA andthe Code. See also "United States Federal TaxConsequences—Investment by Certain RetirementPlans."

Item 2.    Properties

Not applicable.

Item 3.    Legal Proceedings

The Sponsor, the WGC, the Trust and the Trustee, as Trustee of theTrust, have been named as defendants in a civil lawsuit filed byplaintiffs Gemini Diversified Holdings LLC and Dan Ascani in theSupreme Court of the State of New York, County of New York, on November6, 2003 (Index No.  119243/03). The complaint alleges breach ofcontract and misappropriation of trade secrets under the Trade SecretsAct of the State of Georgia, and seeks compensatory damages in excessof $450,000, preliminary and permanent injunctive relief, costs andattorneys fees and other relief. The lawsuit is in its discovery phase.The Sponsor believes it has good defenses and therefore believes thatthe outcome of the litigation will not have a material adverse effecton the financial statements of the Trust. The Sponsor and the WGC haveagreed to indemnify the Marketing Agent and UBS Securities LLC, asPurchaser in the initial public offering of 2,300,000 Shares, againstliabilities arising out of the complaint.

Item4.    Submission of Matters to a Vote of SecurityHolders

Not applicable

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PARTII

|               |                                                                                                            |
|---------------|------------------------------------------------------------------------------------------------------------|
| Item 5.  | Market forRegistrant's Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities |

Our Shares havetraded on the NYSE under the symbol "GLD"since our initial public offering on November 18, 2004. The followingtable sets forth, for the periods indicated, the high and low saleprices of our Shares as reported for NYSEtransactions.

|                                           |  |      |       |        |  |   |       |        |  |  |
|-------------------------------------------|--|------|-------|--------|--|---|-------|--------|--|--|
| FiscalYear Ended September 30,2005        |  | High |       | Low    |
| First Quarter(beginning November 18,2004) |  | $    | 46.00 |   |  | $ | 43.20 |   |
| SecondQuarter                             |  | $    | 45.00 |   |  | $ | 41.02 |   |
| ThirdQuarter                              |  | $    | 44.13 |   |  | $ | 41.33 |   |
| FourthQuarter                             |  | $    | 47.23 |   |  | $ | 41.70 |   |
|                                           |

MonthlyShare Price

The following table sets forth, for each of themost recent six months, the high and low sale prices of the Shares, asreported for NYSEtransactions.

|               |  |      |       |        |  |   |       |        |  |  |
|---------------|--|------|-------|--------|--|---|-------|--------|--|--|
| Month         |  | High |       | Low    |
| June2005      |  | $    | 44.13 |   |  | $ | 41.40 |   |
| July2005      |  | $    | 43.40 |   |  | $ | 41.70 |   |
| August2005    |  | $    | 44.72 |   |  | $ | 42.81 |   |
| September2005 |  | $    | 47.23 |   |  | $ | 43.85 |   |
| October2005   |  | $    | 47.72 |   |  | $ | 45.83 |   |
| November2005  |  | $    | 49.99 |   |  | $ | 45.32 |   |
|               |

IssuerPurchase of Equity Securities

Although the Trust does notpurchase shares directly from its shareholders, in connection with itsredemption of Baskets, the Trust redeemed 81 Baskets (8,100,000 shares)during the period November 12, 2004 through September 30,2005.

During the months of July 2005, August 2005, and September2005, the Trust did not redeem any Baskets.

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Item 6.    Selected FinancialData

FinancialHighlights

|                                                                                                                 |  |                                                      |        |         |  |  |
|-----------------------------------------------------------------------------------------------------------------|--|------------------------------------------------------|--------|---------|--|--|
| (Allamounts in the following table and     paragraph, exceptper share, are in 000's of US$) |  | Nov 12,2004 (Date of Inception) through Sept 30,2005 |
| Total gain ongold                                                                                               |  | $                                                    | 1,831  |    |
| NetLoss                                                                                                         |  |                                                 | (5,965 | )  |
| Net cash flows from operatingactivities                                                                         |  | $                                                    | 0      |    |
|                                                                                                                 |

Statements of OperationData:

|                                                     |  |                          |        |         |  |  |
|-----------------------------------------------------|--|--------------------------|--------|---------|--|--|
| (Amountsin 000's of US$)                            |  | Nov-12,2004toSep-30,2005 |
| **REVENUES**                                        |  |                     |   |    |
| Proceedsfrom sales of gold                          |  | $                        | 6,680  |    |
| Cost of gold soldto pay expenses                    |  |                     | (6,737 | )  |
| Loss ongold sold to pay expenses                    |  |                     | (57    | )  |
| Gain on golddistributed for the redemption ofshares |  |                     | 3,679  |    |
| Diminution in value ofinvestment in gold            |  |                     | (1,791 | )  |
| TotalGain ongold                                    |  |                     | 1,831  |    |
| **EXPENSES**                                        |  |                     |   |    |
| Custodyfees                                         |  |                     | 1,952  |    |
| Trusteefees                                         |  |                     | 444    |    |
| Sponsorfees                                         |  |                     | 2,225  |    |
| Marketing agentfees                                 |  |                     | 2,225  |    |
| Otherexpenses                                       |  |                     | 950    |    |
| Totalexpenses                                       |  |                     | 7,796  |    |
| NetLoss                                             |  | $                        | (5,965 | )  |
| Losspershare                                        |  | $                        | (0.11  | )  |
| Weightedaverage number ofshares                     |  |                     | 52,130 |    |
|                                                     |

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Statements of ConditionData:

|                                                                                                                                                                                  |  |             |           |                              |  |        |         |        |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------|-----------|------------------------------|--|--------|---------|--------|--|--|
| (Amountsin 000's ofUS$)                                                                                                                                                          |  | Sep-30,2005 |           | Nov-12,2004(DateofInception) |
| **ASSETS**                                                                                                                                                                       |  |        |      |                         |  |   |    |   |
| Investmentin Gold (market value $3,156,223 and $13,081respectively)                                                                                                              |  | $           | 2,910,613 |                         |  | $      | 13,081  |   |
|                                                                                                                                                                             |  |        |      |                         |  |   |    |   |
| **TotalAssets**                                                                                                                                                                  |  | $           | 2,910,613 |                         |  | $      | 13,081  |   |
| **LIABILITIES**                                                                                                                                                                  |  |        |      |                         |  |   |    |   |
| TotalLiabilities                                                                                                                                                                 |  | $           | 1,116     |                         |  |   | — |   |
| CommitmentsandContingencies                                                                                                                                                      |  |        | —   |                         |  |   | — |   |
| **RedeemableShares:**                                                                                                                                                            |  |        |      |                         |  |   |    |   |
| Shares at redemption value toinvestors(issued and outstanding at September 30,2005—66,900,000 and at November 12, 2004—300,000;unlimited authorized; $0.00 parvalue) |  |        | 3,155,107 |                         |  |   | 13,081  |   |
| **Shareholders'Deficit**                                                                                                                                                         |  |        | (245,610  | )                       |  |   | — |   |
|                                                                                                                                                                             |  |        |      |                         |  |   |    |   |
| **TotalLiabilities, Redeemable Shares & Shareholders'Deficit**                                                                                                               |  | $           | 2,910,613 |                         |  | $      | 13,081  |   |
|                                                                                                                                                                                  |

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Item7.    Management's Discussion and Analysis of FinancialCondition and Results of Operation

TrustOverview

The Trust is an investment trust that was formed onNovember 12, 2004 (Date of Inception). The Trust issues baskets ofshares, or Baskets, in exchange for deposits of gold and distributesgold in connection with the redemption of Baskets. The investmentobjective of the Trust is for the shares to reflect the performance ofthe price of gold bullion, less the expenses of the Trust'soperations. The shares are designed to provide investors with a costeffective and convenient way to invest in gold.

Investing in theShares does not insulate the investor from certain risks, includingprice volatility. The following table illustrates the movement in theprice of the Shares against the corresponding gold price (per 1/10 ofan oz. of gold):

Share & GoldPrice v. NAV from fund inception to September 30, 2005

Valuation of Gold, Definition of Net Asset Value andAdjusted Net Asset Value

As of the London PM Fix on each daythat the NYSE is open for regular trading or, if there is no London PMFix on such day or the London PM Fix has not been announced by 12:00 PMNew York time on such day, as of 12:00 PM New York time on such day, orthe Evaluation Time, the Trustee evaluates the gold held by the Trustand determines both the ANAV and the NAV of the Trust.

At theEvaluation Time, the Trustee values the Trust's gold on the basisof that day's London PM Fix or, if no London PM Fix is made onsuch day or has not been announced by the Evaluation Time, the nextmost recent London gold price fix (AM or PM) determined prior to theEvaluation Time will be used, unless the Trustee, in consultation withthe Sponsor, determines that such price is inappropriate as a basis forevaluation. In the event the Trustee and the Sponsor determine that theLondon PM Fix or last prior London "fix" isnot an appropriate basis for evaluation of the Trust's gold, theywill identify an alternative basis for such evaluation to be employedby the Trustee.

Once the value of the gold has been determined,the Trustee subtracts all estimated accrued but unpaid fees (other thanthe fees to be computed by reference to the value of the ANAV of theTrust or custody fees computed by reference to the value of gold heldin the Trust), expenses and other liabilities of the Trust from thetotal value of the gold and all other assets of the Trust (other thanany amounts credited to the Trust's reserve account, ifestablished). The resulting figure is the ANAV of the Trust. The ANAVof the Trust is used to compute the fees of the Trustee, the Sponsorand the Marketing Agent.

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To determine the Trust's NAV, theTrustee subtracts from the ANAV of the Trust the amount of estimatedaccrued but unpaid fees computed by reference to the value of the ANAVof the Trust and computed by reference to the value of the gold held inthe Trust (i.e. the fees of the Trustee, the Sponsor, the MarketingAgent and the Custodian). The Trustee determines the NAV per Share bydividing the NAV of the Trust by the number of shares outstanding as ofthe close of trading on the NYSE.

Gold acquired, or disposed of,by the Trust is recorded at average cost. The table below summarizesthe impact of unrealized gains or losses on the Trust's goldholdings during the period November 12, 2004 (Date of Inception)through September 30,2005:

|                                        |  |             |           |                                 |  |        |         |        |  |  |
|----------------------------------------|--|-------------|-----------|---------------------------------|--|--------|---------|--------|--|--|
| (Amountin 000's of US$)                |  | Sep-30,2005 |           | Nov-12, 2004 (Date ofInception) |
| Investment in gold – averagecost |  | $           | 2,910,613 |                            |  | $      | 13,081  |   |
| Unrealizedgain on investment ingold    |  |        | 245,610   |                            |  |   | — |   |
| Goldholdings – marketvalue       |  | $           | 3,156,223 |                            |  | $      | 13,081  |   |
|                                        |

CriticalAccounting Policy

Valuation of Gold

Goldacquired, or disposed of, by the Trust is recorded at average cost.Gold is valued at the lower of cost or market.

Review ofFinancial Results–

FinancialHighlights

|                                                                                                           |  |                                                      |        |         |  |  |
|-----------------------------------------------------------------------------------------------------------|--|------------------------------------------------------|--------|---------|--|--|
| (Allamounts in the following table and paragraph,    except pershare, are in 000's of US$) |  | Nov 12,2004 (Date of Inception) through Sept 30,2005 |
| Total gain ongold                                                                                         |  | $                                                    | 1,831  |    |
| NetLoss                                                                                                   |  | $                                                    | (5,965 | )  |
| Net cash flows from operatingactivities                                                                   |  | $                                                    | 0      |    |
|                                                                                                           |

The Trust's gain ongold from November 12, 2004 (Date of Inception) to September 30, 2005is made up of a gain of $3,679 on gold distributed on the redemption ofshares offset by diminution in value of the investment in gold of$1,791 plus a loss of $57 on the sale of gold to pay expenses.

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Selected Supplemental Data - As ofNovember 12, 2004 (Date of Inception) and for the period November 13,2004 through September 30, 2005

|                                                                                                  |  |              |           |                                |  |        |         |        |  |  |
|--------------------------------------------------------------------------------------------------|--|--------------|-----------|--------------------------------|--|--------|---------|--------|--|--|
| (Allamounts, except per ounce and per share, are in000's)                                        |  | Sept-30,2005 |           | Nov 12,2004 (Date ofInception) |
| **Ounces ofGold:**                                                                               |  |         |      |                           |  |   |    |   |
| OpeningBalance                                                                                   |  |         | 30.0      |                           |  |   | — |   |
| Creations                                                                                        |  |         | 7,464.2   |                           |  |   | 30.0    |   |
| Redemptions                                                                                      |  |         | (809.4    | )                         |  |   | — |   |
| Salesofgold                                                                                      |  |         | (15.5     | )                         |  |   | — |   |
| ClosingBalance                                                                                   |  |         | 6,669.3   |                           |  |   | 30.0    |   |
| Goldprice per ounce - London PMfix                                                               |  | $            | 473.25    |                           |  | $      | 436.03  |   |
| Marketvalue of goldholdings                                                                      |  | $            | 3,156,223 |                           |  | $      | 13,081  |   |
| **Numberof Shares:**                                                                             |  |         |      |                           |  |   |    |   |
| OpeningBalance                                                                                   |  |         | 300       |                           |  |   | — |   |
| Creations                                                                                        |  |         | 74,700    |                           |  |   | 300     |   |
| Redemptions                                                                                      |  |         | (8,100    | )                         |  |   | — |   |
| ClosingBalance                                                                                   |  |         | 66,900    |                           |  |   | 300     |   |
| **NetAsset Value pershare:**                                                                     |  |         |      |                           |  |   |    |   |
| Creations                                                                                        |  | $            | 43.68     |                           |  | $      | 43.60   |   |
| Redemptions                                                                                      |  | $            | (44.49    | )                         |  | $      | 0.00    |   |
| NetLoss for theperiod                                                                            |  | $            | (0.11     | )                         |  | $      | 0.00    |   |
| AtPeriodEnd                                                                                      |  | $            | 47.16     |                           |  | $      | 43.60   |   |
| NetAsset Value at PeriodEnd                                                                      |  | $            | 3,155,107 |                           |  | $      | 13,081  |   |
| Changein Net Asset Value frominception                                                           |  | $            | 24,018.8  | %                         |  |   | N/A     |   |
| %Difference between Net Asset Value per share and market value of ouncesrepresented by eachshare |  |         | (0.035    | )%                        |  |   | N/A     |   |
|                                                                                                  |

Resultsof Operations

On November 12, 2004, the date of formation ofthe Trust, the Custodian received 30,000 ounces of gold on behalf ofthe Trust in exchange for 300,000 shares (3 Baskets). Trading in theshares in the Trust commenced on November 18, 2004 and on that date theTrust offered 2,300,000 shares (23 Baskets) through UBS Securities LLC,as underwriter, in exchange for 230,000 ounces of gold. ThroughSeptember 30, 2005 an additional 72,400,000 shares (724 Baskets) werecreated in exchange for 7,234,246 ounces of gold and 8,100,000 shares(81 Baskets) were redeemed in exchange for 809,421 ounces of gold and15,574 ounces of gold were sold to pay expenses.

As at September30, 2005 the amount of gold owned by the Trust was 6,669,251 ounceswith a market value of $3,156,223 (cost - $2,910,613), based on thatday's PM Fix (in accordance with the Trust Indenture).

Cash Flow from Operations

The Trust had no cash flowfrom operations in the period November 12, 2004 (Date of Inception) toSeptember 30, 2005. Cash received in respect of gold sold to payexpenses in the period November  12 to September 30, 2005 was thesame as those expenses, resulting in a zero cash balance atSeptember  30, 2005.

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Cash Resources and Liquidity

At September 30, 2005 the Trust did not have any cash balances. Whenselling gold to pay expenses, the Trustee endeavors to sell the exactamount of gold needed to pay expenses in order to minimize theTrust's holdings of assets other than gold. As a consequence, weexpect that the Trust will not record any cash flow from its operationsand that its cash balance will be zero at the end of each reportingperiod.

Analysis of Movements in the Price Of Gold

As movements in the price of gold are expected to directly affectthe price of the Trust's shares, investors should understand whatthe recent movements in the price of gold have been. Investors,however, should also be aware that past movements in the gold price arenot indicators of future movements. This section identifies recenttrends in the movements of the gold price and discusses some of theimportant events that have influenced these movements.

Thefollowing chart provides historical background on the price of gold.The chart illustrates movements in the price of gold in US dollars perounce over the period from October 1, 2004 to September 30, 2005, andis based on the London PM Fix.

Daily gold price, October 1 2004 toSeptember 30 2005

Duringthe period between the inception of the Trust on November  12,2004, and September  30, 2005, the gold price based on the LondonPM Fix traded between $411.10 per ounce (February  8, 2005) and$473.25 (September  30, 2005), and the average was $433.35. Forthe 12 months ended September  30, 2005, the trading range forthe gold price was the same, and the average was$432.21.

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The average, high, low and end-of-periodgold prices for the period from the inception of the Trust onNovember  12, 2004, through September  30, 2005, based onthe London PM Fix,were:

|                                          |  |         |  |         |  |             |  |         |  |             |  |             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|------------------------------------------|--|---------|--|---------|--|-------------|--|---------|--|-------------|--|-------------|--|--|--|--|--|--|--|--|--|--|--|--|--|--|
| Period                                   |  | Average |  | High    |  | Date        |  | Low     |  | Date        |  | Endofperiod |
| November 12, 2004 to December 31,2004(1) |  | $443.59 |  | $454.20 |  | Dec2, 2004  |  | $434.00 |  | Dec 10,2004 |  | $438.00     |
| Three months to March 31,2005            |  | $427.35 |  | $443.70 |  | Mar 11,2005 |  | $411.10 |  | Feb 8,2005  |  | $427.50     |
| Three months to June 30,2005             |  | $427.39 |  | $440.55 |  | Jun 24,2005 |  | $414.45 |  | May 31,2005 |  | $437.10     |
| Threemonths to September 30,2005         |  | $439.72 |  | $473.25 |  | Sep 30,2005 |  | $418.35 |  | Jul 15,2005 |  | $473.25     |
| November12, 2004 to September 30,2005    |  | $433.35 |  | $473.25 |  | Sep 30,2005 |  | $411.10 |  | Feb 8,2005  |  | $473.25     |
| Twelve months ended September30, 2005    |  | $432.09 |  | $473.25 |  | Sep 30,2005 |  | $411.10 |  | Feb 8,2005  |  | $473.25     |
|                                          |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Therewas no London PM Fix on December 31, 2004. The London AM Fix on thatdate was $438.00. The Net Asset Value of the Trust on December 31, 2004was calculated using the London AM Fix, in accordance with the TrustIndenture. |

Quarterly Information

|                                                            |  |                  |         |              |  |              |         |             |  |                           |        |         |  |        |        |         |  |        |        |         |  |  |
|------------------------------------------------------------|--|------------------|---------|--------------|--|--------------|---------|-------------|--|---------------------------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                                                       |  | ThreeMonthsEnded |         |         |
| (Amounts in000's of US$)                                   |  | Dec-31,2004      |         | Mar-31, 2005 |  | Jun-30, 2005 |         | Sep-30,2005 |  | Nov-12, 2004toSep-30,2005 |
| **REVENUES**                                               |  |             |    |         |  |         |    |        |  |                      |   |    |  |   |   |    |  |   |   |    |
| Proceedsfrom sales ofgold                                  |  | $                | 95      |         |  | $            | 1,631   |        |  | $                         | 2,303  |    |  | $      | 2,651  |    |  | $      | 6,680  |    |
| Costof gold sold to payexpenses                            |  |             | (94     | )       |  |         | (1,676  | )      |  |                      | (2,311 | )  |  |   | (2,656 | )  |  |   | (6,737 | )  |
| Gain/Losson gold sold to payexpenses                       |  |             | 1       |         |  |         | (45     | )      |  |                      | (8     | )  |  |   | (5     | )  |  |   | (57    | )  |
| Gain/(Loss)on gold distributed for the redemption ofshares |  |             | 2,709   |         |  |         | (284    | )      |  |                      | 1,254  |    |  |   | 0      |    |  |   | 3,679  |    |
| Increase/ (Diminution) in value of investment ingold       |  |             | (20,297 | )       |  |         | (30,399 | )      |  |                      | 48,905 |    |  |   | 0      |    |  |   | (1,791 | )  |
| TotalGain/(Loss) ongold                                    |  |             | (17,587 | )       |  |         | (30,728 | )      |  |                      | 50,151 |    |  |   | (5     | )  |  |   | 1,831  |    |
| **EXPENSES**                                               |  |             |    |         |  |         |    |        |  |                      |   |    |  |   |   |    |  |   |   |    |
| Custodyfees                                                |  |             | 144     |         |  |         | 509     |        |  |                      | 615    |    |  |   | 684    |    |  |   | 1,952  |    |
| Trusteefees                                                |  |             | 59      |         |  |         | 123     |        |  |                      | 125    |    |  |   | 137    |    |  |   | 444    |    |
| Sponsorfees                                                |  |             | 164     |         |  |         | 622     |        |  |                      | 759    |    |  |   | 680    |    |  |   | 2,225  |    |
| Marketingagentfees                                         |  |             | 164     |         |  |         | 622     |        |  |                      | 759    |    |  |   | 680    |    |  |   | 2,225  |    |
| Otherexpenses                                              |  |             | 78      |         |  |         | 163     |        |  |                      | 165    |    |  |   | 544    |    |  |   | 950    |    |
| Totalexpenses                                              |  |             | 609     |         |  |         | 2,039   |        |  |                      | 2,423  |    |  |   | 2,725  |    |  |   | 7,796  |    |
| NetGain/(Loss)                                             |  | $                | (18,196 | )       |  | $            | (32,767 | )      |  | $                         | 47,728 |    |  | $      | (2,730 | )  |  | $      | (5,965 | )  |
| Gain/(Loss)pershare                                        |  | $                | (0.62   | )       |  | $            | (0.67   | )      |  | $                         | 0.84   |    |  | $      | (0.04  | )  |  | $      | (0.11  | )  |
| Weightedaverage number ofshares                            |  |             | 29,132  |         |  |         | 48,618  |        |  |                      | 57,013 |    |  |   | 61,735 |    |  |   | 52,130 |    |
|                                                            |

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RISKFACTORS

You should consider carefully the risks describedbelow before making an investment decision. You should alsorefer to the other information included in this report, including theTrust's financial statements and the related notes.

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

TheShares are designed to mirror as closely as possible the performance ofthe price of gold bullion, and the value of the Shares relates directlyto the value of the gold held by the Trust, less the Trust'sliabilities (including estimated accrued but unpaid expenses). Theprice of gold has fluctuated widely over the past several years.Several factors may affect the price of gold,including:

|  |              |                                                                                                                                                                                                                                                                                                                               |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Global gold supplyand demand, which is influenced by such factors as forward selling bygold producers, purchases made by gold producers to unwind gold hedgepositions, central bank purchases and sales, and production and costlevels in major gold-producing countries such as South Africa, theUnited States andAustralia; |

|  |              |                                                              |
|--|--------------|--------------------------------------------------------------|
|  | •  | Investors'expectations with respect to the rate ofinflation; |

|  |              |                         |
|--|--------------|-------------------------|
|  | •  | Currency exchangerates; |

|  |              |                |
|--|--------------|----------------|
|  | •  | Interestrates; |

|  |              |                                                                         |
|--|--------------|-------------------------------------------------------------------------|
|  | •  | Investment and tradingactivities of hedge funds and commodity funds;and |

|  |              |                                                                           |
|--|--------------|---------------------------------------------------------------------------|
|  | •  | Global or regionalpolitical, economic or financial events and situations. |

Inaddition, investors should be aware that there is no assurance thatgold will maintain its long-term value in terms of purchasing power inthe future. In the event that the price of gold declines, the Sponsorexpects the value of an investment in the Shares to declineproportionately.

The Shares may trade at a price whichis at, above or below the NAV per Share and any discount or premium inthe trading price relative to the NAV per Share may widen as a resultof non-concurrent trading hours between the COMEX and the NYSE.

The Shares may trade at, above or below the NAV per Share. The NAVper Share fluctuates with changes in the market value of theTrust's assets. The trading price of the Shares fluctuates inaccordance with changes in the NAV per Share as well as market supplyand demand. The amount of the discount or premium in the trading pricerelative to the NAV per Share may be influenced by non-concurrenttrading hours between the COMEX division of the New York MercantileExchange and the NYSE. While the Shares trade on the NYSE until 4:15 PMNew York time, liquidity in the global gold market will be reducedafter the close of the COMEX division of the New York MercantileExchange at 1:30 PM New York time. As a result, during this time,trading spreads, and the resulting premium or discount, on the Sharesmay widen.

The sale of gold by the Trust to pay expenseswill reduce the amount of gold represented by each Share on an ongoingbasis irrespective of whether the trading price of the Shares rises orfalls in response to changes in the price of gold.

Eachoutstanding Share represents a fractional, undivided interest in thegold held by the Trust. The Trust does not generate any income and asthe Trust will regularly sell gold over time to pay for its ongoingexpenses, the amount of gold represented by each Share will graduallydecline over time. This is true even if additional Shares are issued inexchange for additional deposits of gold into the Trust, as the amountof gold required to create Shares will proportionately reflect theamount of gold represented by the Shares outstanding at the time ofcreation. Assuming a constant gold price, the trading price of theShares is expected to gradually decline relative to the price of goldas the amount of gold represented by the Shares gradually declines. TheShares will only maintain their original price if the price of goldincreases.

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Investors should be aware that the gradualdecline in the amount of gold represented by the Shares will occurregardless of whether the trading price of the Shares rises or falls inresponse to changes in the price of gold. The estimated ordinaryoperating expenses of the Trust, which accrue daily commencing afterthe first day of trading of the Shares on the NYSE, are described in"Business of the Trust—Trust Expenses"and "Description of the Trust Indenture—Expenses ofthe Trust."

When the fee reductionterminates or expires, the estimated ordinary expenses payable by theTrust may increase, thus reducing the NAV of the Trust more rapidly andadversely affecting an investment in the Shares.

For sevenyears from the date of the Trust Indenture or until the earliertermination of the Marketing Agent Agreement, if at the end of anymonth during this period the estimated ordinary expenses of the Trustexceed an amount equal to 0.40% per year of the daily ANAV ofthe Trust for such month, the fees payable to the Sponsor and theMarketing Agent from the assets of the Trust for such month will bereduced by the amount of such excess in equal shares up to the amountof their fees. Investors should be aware that if the gross value of theTrust's assets is less than approximately $388 million, theordinary expenses of the Trust will be accrued at a rate greater than0.40% per year of the daily ANAV of the Trust, even after theSponsor and the Marketing Agent have completely reduced their combinedfees of 0.30% per year of the daily ANAV of the Trust. Thisamount is based on the estimated ordinary expenses of the Trustdescribed in "Business of the Trust—TrustExpenses" and may be higher if the Trust's actualordinary expenses exceed those estimates. Additionally, if the Trustincurs unforeseen expenses that cause the total ordinary expenses ofthe Trust to exceed 0.70% per year of the daily ANAV of theTrust, the ordinary expenses will accrue at a rate greater than0.40% per year of the daily ANAV of the Trust, even after theSponsor and the Marketing Agent have completely reduced their combinedfees of 0.30% per year of the daily ANAV of the Trust.

Upon the end of the seven year period or the earlier termination ofthe Marketing Agent Agreement, the fee reduction will expire and theestimated ordinary expenses of the Trust which are payable from theassets of the Trust each month may be more than they would have beenduring the period when the fee reduction is in effect, thus reducingthe NAV of the Trust more rapidly than if the fee reduction was ineffect and adversely affecting the value of the Shares.

Theestimated ordinary operating expenses of the Trust, which accrue daily,are described in "Business of the Trust—TrustExpenses" and "Description of the TrustIndenture—Expenses of the Trust." For details on thecalculation of the ANAV of the Trust, see "Description ofthe Trust Indenture—Valuation of Gold, Definition of NetAsset Value and Adjusted Net Asset Value."

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

The Trustee sells gold held by the Trust to pay Trust expenses on anas-needed basis irrespective of then-current gold prices. The Trust isnot actively managed and no attempt will be made to buy or sell gold toprotect against or to take advantage of fluctuations in the price ofgold. Consequently, the Trust's gold may be sold at a time whenthe gold price is low, resulting in a negative effect on the value ofthe Shares.

Purchasing activity in the gold marketassociated with the purchase of Baskets from the Trust may cause atemporary increase in the price of gold. This increase may adverselyaffect an investment in the Shares.

Purchasing activityassociated with acquiring the gold required for deposit into the Trustin connection with the creation of Baskets may temporarily increase themarket price of gold, which will result in higher prices for theShares. Temporary increases in the market price of gold may also occuras a result of the purchasing activity of other market participants.Other market participants may attempt to benefit from an increase inthe market price of gold that may result from increased purchasingactivity of gold connected with the issuance of Baskets. Consequently,the market price of gold may decline immediately after Baskets arecreated. If the price of gold declines, the trading price of the Shareswill also decline.

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

The Sponsor was expressly formed to be the sponsor ofthe Trust and has no history of past performance. The past performancesof the Sponsor's management in other positions are no indicationof their ability to manage an investment vehicle such as the Trust. Ifthe experience of the Sponsor and its management is not adequate orsuitable to manage an investment vehicle such as the Trust, theoperations of the Trust may be adversely affected.

TheShares are a new securities product and their value could decrease ifunanticipated operational or trading problems arise.

Themechanisms and procedures governing the creation, redemption andoffering of the Shares have been developed specifically for thissecurities product. Consequently, there may be unanticipated problemsor issues with respect to the mechanics of the Trust's operationsand the trading of the Shares that could have a material adverse effecton an investment in the Shares. In addition, although the Trust is notactively "managed" by traditional methods, tothe extent that unanticipated operational or trading problems or issuesarise, the Sponsor's past experience and qualifications may notbe suitable for solving these problems or issues.

Shareholders do not have the protections associated withownership of shares in an investment company registered under theInvestment Company Act of 1940 or the protections afforded by theCommodity Exchange Act of 1936.

The Trust is not registered asan investment company under the Investment Company Act of 1940 and isnot required to register under such act. Consequently, Shareholders donot have the regulatory protections provided to investors in investmentcompanies. The Trust will not hold or trade in commodity futurescontracts regulated by the CEA, as administered by the CFTC.Furthermore, the Trust is not a commodity pool for purposes of the CEA,and none of the Sponsor, the Trustee or the Marketing Agent is subjectto regulation by the CFTC as a commodity pool operator or a commoditytrading advisor in connection with the Shares. Consequently,Shareholders do not have the regulatory protections provided toinvestors in CEA-regulated instruments or commodity pools.

The Trust may be required to terminate and liquidate at atime that is disadvantageous to Shareholders.

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

Redemption orders are subject topostponement, suspension or rejection by the Trustee under certaincircumstances.

The Trustee may, in its discretion, and willwhen directed by the Sponsor, suspend the right of redemption orpostpone the redemption settlement date, (1) for any period duringwhich the NYSE is closed other than customary weekend or holidayclosings, or trading on the NYSE is suspended or restricted, (2) forany period during which an emergency exists as a result of which thedelivery, disposal or evaluation of gold is not reasonably practicable,or (3) for such other period as the Sponsor determines to be necessaryfor the protection of Shareholders. In addition, the Trustee willreject a redemption order if the order is not in proper form asdescribed in the Participant Agreement or if the fulfillment of theorder, in the opinion of its counsel, might be unlawful. Any suchpostponement, suspension or rejection could adversely affect aredeeming Shareholder. For example, 

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the resulting delay may adversely affect thevalue of the Shareholder's redemption distribution if the priceof the Shares declines during the period of the delay. See"Creation and Redemption of Shares—RedemptionProcedures—Suspension or rejection of redemptionorders." Under the Trust Indenture, the Sponsor and theTrustee disclaim any liability for any loss or damage that may resultfrom any such suspension or postponement.

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

The Sponsor is a subsidiary of the WGC, a not-for-profit associationthat represents members of the gold mining industry throughinternational marketing programs directed at stimulating demand forgold in all forms.

The ongoing operations of the Trust depend onthe financial and management support of the Sponsor. The operations ofthe Sponsor, in turn, depend on the financial and management support ofthe WGC. See "The Sponsor" for moreinformation on the funding of the Sponsor. If the WGC limits or endsits support of the Sponsor for any reason, the operations of the Trustand an investment in the Shares may be adversely affected. As a result,the Trust may be required to terminate.

The WGC's membersdetermine the financial plan of the WGC. The WGC has provided $3million in funding to cover the estimated ordinary expenses of theSponsor for 2005 and 2006. There is no assurance that the WGC'smembers will fund the WGC or the Sponsor thereafter or that suchfunding will be adequate. The lack of such funding could adverselyaffect the ability of the Sponsor to support the Trust.

Shareholders do not have the rights enjoyed by investors incertain other vehicles.

As interests in an investment trust,the Shares have none of the statutory rights normally associated withthe ownership of shares of a corporation (including, for example, theright to bring "oppression" or"derivative" actions). In addition, theShares have limited voting and distribution rights (for example,Shareholders do not have the right to elect directors and will notreceive dividends). See "Description of theShares" for a description of the limited rights of holdersof Shares.

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

The Trust is a new, and thus untested, type of investment vehicle.It competes with other financial vehicles, including traditional debtand equity securities issued by companies in the gold industry andother securities backed by or linked to gold, direct investments ingold and investment vehicles similar to the Trust. Market and financialconditions, and other conditions beyond the Sponsor's control,may make it more attractive to invest in other financial vehicles or toinvest in gold directly, which could limit the market for the Sharesand reduce the liquidity of the Shares.

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

Thepossibility of large-scale distress sales of gold in times of crisismay have a short-term negative impact on the price of gold andadversely affect an investment in the Shares. For example, the 1998Asian financial crisis resulted in significant sales of gold byindividuals which depressed the price of gold. Crises in the future mayimpair gold's price performance which would, in turn, adverselyaffect an investment in the Shares.

Substantial sales ofgold by the official sector could adversely affect an investment in theShares.

The official sector consists of central banks, othergovernmental agencies and multi-lateral institutions that buy, sell andhold gold as part of their reserve assets. The official sector holds asignificant amount of gold, most of which is static, meaning that it isheld in vaults and is not bought, sold, leased 

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or swapped or otherwise mobilized in the openmarket. A number of central banks have sold portions of their gold overthe past 10 years, with the result that the official sector, taken as awhole, has been a net supplier to the open market. Since 1999, mostsales have been made in a coordinated manner under the terms of theCentral Bank Gold Agreement, under which 15 of the world's majorcentral banks (including the European Central Bank) agreed to limit thelevel of their gold sales and lending to the market for the followingfive years. The European Central Bank announced in March 2004 that theagreement would be extended for a further five-year period starting onSeptember 27, 2004. The new agreement is similar to the existingagreement, although the ceiling for gold sales is 25% higher andthe Bank of Greece replaces the Bank of England as a signatory to theagreement. UK Treasury indicated at the time of the announcement of thenew agreement that the UK government had no plans to sell gold from itsreserves and therefore would not participate in the new agreement. See"Overview of the Gold Industry—Sources of GoldSupply" and "Analysis of Movements in thePrice of Gold" for more details. As before, the newagreement will be reviewed after five years. It is possible that thenew agreement may not be renewed when it expires in September 2009. Inthe event that future economic, political or social conditions orpressures require members of the official sector to liquidate theirgold assets all at once or in an uncoordinated manner, the demand forgold might not be sufficient to accommodate the sudden increase in thesupply of gold to the market. Consequently, the price of gold coulddecline significantly, which would adversely affect an investment inthe Shares.

A widening of interest rate differentialsbetween the cost of money and the cost of gold could negatively affectthe price of gold which, in turn, could negatively affect the price ofthe Shares.

A combination of rising money interest rates and acontinuation of the current low cost of borrowing gold could improvethe economics of selling gold forward. This could result in an increasein hedging by gold mining companies and short selling by speculativeinterests, which would negatively affect the price of gold. Under suchcircumstances, the price of the Shares would be similarly affected.

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

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

The Trust maynot have adequate sources of recovery if its gold is lost, damaged,stolen or destroyed and recovery may be limited, even in the event offraud, to the market value of the gold at the time the fraud isdiscovered.

Shareholders' recourse against the Trust, theTrustee and the Sponsor, under New York law, the Custodian, underEnglish law, and any subcustodians under the law governing theircustody operations is limited. The Trust does not insure its gold. TheCustodian maintains insurance with regard to its business on such termsand conditions as it considers appropriate. The Trust is not abeneficiary of any such insurance and does not have the ability todictate the existence, nature or amount of coverage. Therefore,Shareholders cannot be assured that the Custodian will maintainadequate insurance or any insurance with respect to the gold held bythe Custodian on behalf of the Trust. In addition, the Custodian andthe Trustee do not require any direct or indirect subcustodians to beinsured or bonded with respect to their custodial activities or inrespect of the gold held by them on behalf of the Trust. Consequently,a loss may be suffered with respect to the Trust's gold which isnot covered by insurance and for which no person is liable indamages.

The liability of the Custodian is limited under theagreements between the Trustee and the Custodian which establish theTrust's unallocated gold account (Unallocated Bullion AccountAgreement) and the Trust's allocated gold account (AllocatedBullion Account Agreement) (together, the Custody Agreements). Underthe Custody Agreements, the Custodian is only liable for losses thatare the direct result of its own negligence, fraud or willful defaultin the performance of its duties. Any such 

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liability is further limited, in the case ofthe Allocated Bullion Account Agreement, to the market value of thegold held in the Trust's allocated gold account (Trust AllocatedAccount) at the time such negligence, fraud or willful default isdiscovered by the Custodian and, in the case of the Unallocated BullionAccount Agreement, to the amount of gold credited to the Trust'sunallocated gold account (Trust Unallocated Account) at the time suchnegligence, fraud or willful default is discovered by the Custodian.Under each Participant Unallocated Bullion Account Agreement (betweenthe Custodian and an Authorized Participant), the Custodian is notcontractually or otherwise liable for any losses suffered by anyAuthorized Participant or Shareholder that are not the direct result ofits own gross negligence, fraud or willful default in the performanceof its duties under such agreement, and in no event will its liabilityexceed the market value of the balance in the Authorized ParticipantUnallocated Account at the time such gross negligence, fraud or willfuldefault is discovered by the Custodian. In addition, the Custodian willnot be liable for any delay in performance or any non-performance ofany of its obligations under the Allocated Bullion Account Agreement,the Unallocated Bullion Account Agreement or the ParticipantUnallocated Bullion Account Agreement by reason of any cause beyond itsreasonable control, including acts of God, war or terrorism. As aresult, the recourse of the Trustee or the investor, under English law,is limited. Furthermore, under English common law, the Custodian or anysubcustodian will not be liable for any delay in the performance or anynon-performance of its custodial obligations by reason of any causebeyond its reasonable control.

Gold may be held by one or moresubcustodians appointed by the Custodian, or employed by thesubcustodians appointed by the Custodian, until it is transported tothe Custodian's London vault premises. Under the AllocatedBullion Account Agreement, except for an obligation on the part of theCustodian to use commercially reasonable efforts to obtain delivery ofthe Trust's gold from any subcustodians appointed by theCustodian, the Custodian is not liable for the acts or omissions of itssubcustodians unless the selection of such subcustodians was madenegligently or in bad faith. There are expected to be no writtencontractual arrangements between subcustodians that hold theTrust's gold and the Trustee or the Custodian, becausetraditionally such arrangements are based on the LBMA's rules andon the customs and practices of the London bullion market. In the eventof a legal dispute with respect to or arising from such arrangements,it may be difficult to define such customs and practices. TheLBMA's rules may be subject to change outside the control of theTrust. Under English law, neither the Trustee, nor the Custodian wouldhave a supportable breach of contract claim against a subcustodian forlosses relating to the safekeeping of gold. If the Trust's goldis lost or damaged while in the custody of a subcustodian, the Trustmay not be able to recover damages from the Custodian or thesubcustodian.

The obligations of the Custodian under theAllocated Bullion Account Agreement, the Unallocated Bullion AccountAgreement and the Participant Unallocated Bullion Account Agreement aregoverned by English law. The Custodian may enter into arrangements withEnglish subcustodians, which arrangements may also be governed byEnglish law. The Trust is a New York investment trust. Any UnitedStates, New York or other court situated in the United States may havedifficulty interpreting English law (which, insofar as it relates tocustody arrangements, is largely derived from court rulings rather thanstatute), LBMA rules or the customs and practices in the London custodymarket. It may be difficult or impossible for the Trust to sue asubcustodian in a United States, New York or other court situated inthe United States. In addition, it may be difficult, time consumingand/or expensive for the Trust to enforce in a foreign court a judgmentrendered by a United States, New York or other court situated in theUnited States.

If the Trust's gold is lost, damaged,stolen or destroyed under circumstances rendering a party liable to theTrust, the responsible party may not have the financial resourcessufficient to satisfy the Trust's claim. For example, as to aparticular event of loss, the only source of recovery for the Trustmight be limited to the Custodian or one or more subcustodians or, tothe extent identifiable, other responsible third parties (e.g., a thiefor terrorist), any of which may not have the financial resources(including liability insurance coverage) to satisfy a valid claim ofthe Trust.

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Neither the Shareholders nor anyAuthorized Participant has a right under the Custody Agreements toassert a claim of the Trustee against the Custodian or anysubcustodian; claims under the Custody Agreements may only be assertedby the Trustee on behalf of the Trust.

Gold bullionallocated to the Trust in connection with the creation of a Basket maynot meet the London Good Delivery Standards and, if a Basket is issuedagainst such gold, the Trust may suffer a loss.

Neither theTrustee nor the Custodian independently confirms the fineness of thegold allocated to the Trust in connection with the creation of aBasket. The gold bullion allocated to the Trust by theCustodian may bedifferent from the reported fineness or weight required by theLBMA's standards for gold bars delivered in settlement of a goldtrade (London Good Delivery Standards), the standards required by theTrust. If the Trustee nevertheless issues a Basket against such gold,and if the Custodian fails to satisfy its obligation to credit theTrust the amount of any deficiency, the Trust may suffer a loss. TheLondon Good Delivery Standards are described in "Operationof the Gold Bullion Market—The London BullionMarket." The Custodian's responsibility for theallocation to the Trust of gold meeting LBMA standards is described in"Description of the Custody Agreements —Transfersfrom the Trust Unallocated Account."

Because neither the Trustee nor the Custodian oversees ormonitors the activities of subcustodians who may temporarily hold theTrust's gold until transported to the Custodian's Londonvault, failure by the subcustodians to exercise due care in thesafekeeping of the Trust's gold could result in a loss to theTrust.

Under the Allocated Bullion Account Agreement, theCustodian has agreed that it will hold all of the Trust's gold inits own London vault premises except when the gold has been allocatedin a vault other than the Custodian's London vault premises, andin such cases the Custodian has agreed that it will use commerciallyreasonable efforts promptly to transport the gold to theCustodian's London vault, at the Custodian's cost and risk.Nevertheless, there will be periods of time when some portion of theTrust's gold will be held by one or more subcustodians appointedby the Custodian or by a subcustodian of such subcustodian. TheAllocated Bullion Account Agreement is described in"Description of the Custody Agreements."

The subcustodians which the Custodian currently uses are the Bank ofEngland and LBMA market-making members that provide bullion vaultingand clearing services to third parties. The Custodian is required underthe Allocated Bullion Account Agreement to use reasonable care inappointing its subcustodians but otherwise has no other responsibilityin relation to the subcustodians appointed by it. These subcustodiansmay in turn appoint further subcustodians, but the Custodian is notresponsible for the appointment of these further subcustodians. TheCustodian does not undertake to monitor the performance bysubcustodians of their custody functions or their selection of furthersubcustodians. The Trustee does not undertake to monitor theperformance of any subcustodian. Furthermore, the Trustee may have noright to visit the premises of any subcustodian for the purposes ofexamining the Trust's gold or any records maintained by thesubcustodian, and no subcustodian will be obligated to cooperate in anyreview the Trustee may wish to conduct of the facilities, procedures,records or creditworthiness of such subcustodian. See"Custody of the Trust's Gold" for moreinformation about subcustodians that may hold the Trust'sgold.

In addition, the ability of the Trustee to monitor theperformance of the Custodian may be limited because under the CustodyAgreements the Trustee has only limited rights to visit the premises ofthe Custodian for the purpose of examining the Trust's gold andcertain related records maintained by the Custodian.

Theability of the Trustee and the Custodian to take legal action againstsubcustodians may be limited, which increases the possibility that theTrust may suffer a loss if a subcustodian does not use due care in thesafekeeping of the Trust's gold.

If any subcustodianwhich holds gold on a temporary basis does not exercise due care in thesafekeeping of the Trust's gold, the ability of the Trustee orthe Custodian to recover damages against such subcustodian may belimited to only such recourse, if any, as may be available underapplicable 

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English law or, if the subcustodian is notlocated in England, under other applicable law. This is because thereare expected to be no written contractual arrangements betweensubcustodians who may hold the Trust's gold and the Trustee orthe Custodian, as the case may be. If the Trustee's or theCustodian's recourse against the subcustodian is so limited, theTrust may not be adequately compensated for the loss. For moreinformation on the Trustee's and the Custodian's ability toseek recovery against subcustodians and the subcustodian's dutyto safekeep the Trust's gold, see "Custody of theTrust's Gold."

Gold held in theTrust's unallocated gold account and any AuthorizedParticipant's unallocated gold account will not be segregatedfrom the Custodian's assets. If the Custodian becomes insolvent,its assets may not be adequate to satisfy a claim by the Trust or anyAuthorized Participant. In addition, in the event of theCustodian's insolvency, there may be a delay and costs incurredin identifying the bullion held in the Trust's allocated goldaccount.

Gold which is part of a deposit for a purchase orderor part of a redemption distribution will be held for a time in theTrust Unallocated Account and, previously or subsequently in, theAuthorized Participant Unallocated Account of the purchasing orredeeming Authorized Participant. During those times, the Trust and theAuthorized Participant, as the case may be, will have no proprietaryrights to any specific bars of gold held by the Custodian and will eachbe an unsecured creditor of the Custodian with respect to the amount ofgold held in such unallocated accounts. In addition, if the Custodianfails to allocate the Trust's gold in a timely manner, in theproper amounts or otherwise in accordance with the terms of theUnallocated Bullion Account Agreement, or if a subcustodian fails to sosegregate gold held by it on behalf of the Trust, unallocated gold willnot be segregated from the Custodian's assets, and the Trust willbe an unsecured creditor of the Custodian with respect to the amount soheld in the event of the insolvency of the Custodian. In the event theCustodian becomes insolvent, the Custodian's assets might not beadequate to satisfy a claim by the Trust or the Authorized Participantfor the amount of gold held in their respective unallocated goldaccounts.

In the case of the insolvency of the Custodian, aliquidator may seek to freeze access to the gold held in all of theaccounts held by the Custodian, including the Trust Allocated Account.Although the Trust would be able to claim ownership of properlyallocated gold, the Trust could incur expenses in connection withasserting such claims, and the assertion of such a claim by theliquidator could delay creations and redemptions of Baskets.

In issuing Baskets, the Trustee relies on certaininformation received from the Custodian which is subject toconfirmation after the Trustee has relied on the information. If suchinformation turns out to be incorrect, Baskets may be issued inexchange for an amount of gold which is more or less than the amount ofgold which is required to be deposited with the Trust.

TheCustodian's definitive records are prepared after the close ofits business day. However, when issuing Baskets, the Trustee relies oninformation reporting the amount of gold credited to the Trust'saccounts which it receives from the Custodian during the business dayand which is subject to correction during the preparation of theCustodian's definitive records after the close of business. Ifthe information relied upon by the Trustee is incorrect, the amount ofgold actually received by the Trust may be more or less than the amountrequired to be deposited for the issuance of Baskets.

The Trust's obligation to reimburse the MarketingAgent, the Authorized Participants and certain parties connected withits initial public offering of 2,300,000 Shares for certain liabilitiesin the event the Sponsor fails to indemnify such parties couldadversely affect an investment in the Shares.

The Sponsor hasagreed to indemnify the Marketing Agent and UBS Securities LLC, asPurchaser in the Trust's initial public offering of 2,300,000Shares (Purchaser), their partners, directors and officers, and anyperson who controls the Purchaser or the Marketing Agent, and theirrespective successors and assigns, against any loss, damage, expense,liability or claim that may be incurred by the Purchaser and theMarketing Agent in connection with (1) any untrue statement or allegeduntrue statement of a material fact contained in the registrationstatement of which this report forms a part 

61

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(including this report, any preliminaryprospectus, any prospectus supplement and any exhibits thereto) or anyomission or alleged omission to state a material fact required to bestated therein or necessary to make the statements therein notmisleading, (2) any untrue statement or alleged untrue statement of amaterial fact made by the Sponsor with respect to any representationsand warranties or any covenants under (A) the distribution agreementbetween the Sponsor and the Purchaser, dated November 16, 2004 or (B)the Marketing Agent Agreement, or failure of the Sponsor to perform anyagreement or covenant therein, (3) any untrue statement or allegeduntrue statement of a material fact contained in any materials used inconnection with the marketing of the Shares, (4) circumstancessurrounding the third party allegations relating to patent and contractdisputes as described in "Risk Factors—Competingclaims over ownership of intellectual property rights related to theTrust could adversely affect the Trust and an Investment in theShares," "Business of the Trust—LicenseAgreement" and "LegalProceedings," or (5) the Marketing Agent'sperformance of its duties under the Marketing Agent Agreement, and tocontribute to payments that the Purchaser or the Marketing Agent may berequired to make in respect thereof. The Trustee has agreed toreimburse the Marketing Agent, solely from and to the extent of theTrust's assets, for indemnification and contribution amounts duefrom the Sponsor under the preceding sentence and the Purchaser forindemnification and contribution amounts due from the Sponsor inrespect of the items identified in subsections (1), (2), (3) and (4) ofthe preceding sentence to the extent the Sponsor has not paid suchamounts directly when due. Under the Participant Agreement, the Sponsoralso has agreed to indemnify the Authorized Participants againstcertain liabilities, including liabilities under the Securities Act of1933, as amended (Securities Act) and to contribute to payments thatthe Authorized Participants may be required to make in respect of suchliabilities. The Trustee has agreed to reimburse the AuthorizedParticipants, solely from and to the extent of the Trust'sassets, for indemnification and contribution amounts due from theSponsor in respect of such liabilities to the extent the Sponsor hasnot paid such amounts when due. In the event the Trust is required topay any such amounts, the Trustee would be required to sell assets ofthe Trust to cover the amount of any such payment and the NAV of theTrust would be reduced accordingly, thus adversely affecting aninvestment in the Shares.

Under the Trust Indenture, the Sponsormay be able to seek indemnification from the Trust for payments itmakes in connection with the Sponsor's activities under the TrustIndenture to the extent its conduct does not disqualify it fromreceiving such indemnification under the terms of the Trust Indenture.The Sponsor shall also be indemnified from the Trust and held harmlessagainst any loss, liability or expense arising under the DistributionAgreement, the Marketing Agent Agreement or any Participant Agreementinsofar as such loss, liability or expense arises from any untruestatement or alleged untrue statement of a material fact contained inany written statement provided to the Sponsor by the Trustee. See"Description of the Trust Indenture—TheSponsor—Liability of the Sponsor andindemnification." For information about when theTrust's assets may be used to indemnify (1) the Trustee, see"Description of the Trust Indenture," and (2)the Custodian, see "Description of the CustodyAgreements."

Competing claims overownership of intellectual property rights related to the Trust couldadversely affect the Trust and an investment in the Shares.

While the Sponsor believes that all intellectual property rightsneeded to operate the Trust are owned by or licensed to the Sponsor orthe WGC or have been obtained, third parties may allege or assertownership of intellectual property rights which may be related to thedesign, structure and operations of the Trust. To the extent any claimsof such ownership are brought or any proceedings are instituted toassert such claims, the negotiation, litigation or settlement of suchclaims, or the ultimate disposition of such claims in a court of law ifa suit is brought, may adversely affect the Trust and an investment inthe Shares, for example, resulting in expenses or damages or thetermination of the Trust. See "LegalProceedings."

Item 7A.    Quantitative andQualitative Disclosures about Market Risk

The TrustIndenture does not authorize the Trustee to borrow for payment of theTrust's ordinary expenses. The Trust does not engage intransactions in foreign currencies which could expose the 

62

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Trust or holders of Shares to any foreigncurrency related market risk. The Trust invests in no derivativefinancial instruments and has no foreign operations or long-term debtinstruments.

Item 8.    Financial Statement andSupplementary Data

See Index to Financial Statements onpage F-1 for a list of the financial statements being filedtherein.

Item 9.    Changes in and Disagreements withAccountants on Accounting and Financial Disclosure

Therehave been no changes in accountants and no disagreements withaccountants on any matter of accounting principles or practices orfinancial statement disclosures during the period from inception of theTrust to September 30, 2005.

Item 9A.    Controls andProcedures

Conclusion Regarding the Effectiveness ofDisclosure Controls and Procedures

The Trust maintainsdisclosure controls and procedures that are designed to ensure thatinformation required to be disclosed in its Exchange Act reports isrecorded, processed, summarized and reported within the time periodsspecified in the Securities and Exchange Commission's rules andforms, and that such information is accumulated and communicated to theManaging Director (principal executive officer) and Chief FinancialOfficer of the Sponsor, and to the audit committee of theSponsor's parent, as appropriate, to allow timely decisionsregarding required disclosure

Under the supervision and with theparticipation of the Managing Director and the Chief Financial Officerof the Sponsor, the Sponsor conducted an evaluation of the Trustsdisclosure controls and procedures, as defined under Exchange Act Rule13a-15(e). Based on this evaluation, the Managing Director and theChief Financial Officer of the Sponsor concluded that, as of September30, 2005, the Trust's disclosure controls and procedures wereeffective to provide reasonable assurance that information required tobe disclosed in its Exchange Act reports is recorded, processed,summarized and reported as and when required.

There were nochanges in the Trust's internal controls over financial reportingthat occurred during the quarter ended September 30, 2005 that havematerially affected, or are reasonably likely to materially affect,these internal controls.

Management's Report on InternalControl over Financial Reporting

The Sponsor's managementis responsible for establishing and maintaining adequate internalcontrol over financial reporting, as defined under Exchange Act Rules13a-15(f) and 15d-15(f). The Trust's internal control overfinancial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordancewith accounting principles generally accepted in the United States.Internal control over financial reporting includes those policies andprocedures that: (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions anddispositions of the Trust's assets, (2) provide reasonableassurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generallyaccepted accounting principles, and that the Trust's receipts andexpenditures are being made only in accordance with appropriateauthorizations; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, ordisposition of the Trust's assets that could have a materialeffect on the financial statements.

Because of its inherentlimitations, internal control over financial reporting may not preventor detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controlsmay become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures maydeteriorate.

The Managing Director and Chief Financial Officer ofthe Sponsor assessed the effectiveness of the Trust's internalcontrol over financial reporting as of September 30, 2005. In makingthis assessment, 

63

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they used the criteria set forth by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO)in Internal Control—Integrated Framework. Their assessmentincluded an evaluation of the design of the Trust's internalcontrol over financial reporting and testing of the operationaleffectiveness of its internal control over financial reporting. Basedon their assessment and those criteria, the Managing Director and ChiefFinancial Officer of the Sponsor believe that the Trust maintainedeffective internal control over financial reporting as of September 30,2005.

The assessment by the Managing Director and Chief FinancialOfficer of the Sponsor of the effectiveness of the Trust'sinternal control over financial reporting as of September 30, 2005 hasbeen audited by Deloitte & Touche LLP, the independent registeredpublic accounting firm that audited and reported on the financialstatements included in this Form 10-K, as stated in their report whichis included herein.

December 16, 2005

Item9B.    Other Information

REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor,Trustee and the Unitholders of the streetTRACKS® GoldTrust New York, New York

We have audited management'sassessment, included in the accompanying Management's Report onInternal Control and Financial Reporting, that the streetTRACKS®Gold Trust (the "Trust") maintained effectiveinternal control over financial reporting as of September 30, 2005,based on criteria established in Internal Control— IntegratedFramework issued by the Committee of Sponsoring Organizations of theTreadway Commission. The Sponsor's management is responsible formaintaining effective internal control over financial reporting and forits assessment of the effectiveness of internal control over financialreporting. Our responsibility is to express an opinion onmanagement's assessment and an opinion on the effectiveness ofthe Trust's internal control over financial reporting based onour audit.

We conducted our audit in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether effective internal controlover financial reporting was maintained in all material respects. Ouraudit included obtaining an understanding of internal control overfinancial reporting, evaluating management's assessment, testingand evaluating the design and operating effectiveness of internalcontrol, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides areasonable basis for our opinions.

A company's internalcontrol over financial reporting is a process designed by, or under thesupervision of, the company's principal executive and principalfinancial officers, or persons performing similar functions, andeffected by the company's board of directors, management, andother personnel to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles. A company's internal control overfinancial reporting includes those policies and procedures that: (1)pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, ordisposition of the company's assets that could have a materialeffect on the financial statements.

Because of the inherentlimitations of internal control over financial reporting, including thepossibility of collusion or improper management override of controls,material misstatements due to error or 

64

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fraud may not be prevented or detected on atimely basis. Also, projections of any evaluation of the effectivenessof the internal control over financial reporting to future periods aresubject to the risk that the controls may become inadequate because ofchanges in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

In our opinion,management's assessment that the Trust maintained effectiveinternal control over financial reporting as of September 30, 2005, isfairly stated, in all material respects, based on the criteriaestablished in Internal Control—Integrated Framework issued bythe Committee of Sponsoring Organizations of the Treadway Commission.Also in our opinion, the Trust maintained, in all material respects,effective internal control over financial reporting as of September 30,2005, based on the criteria established in InternalControl—Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission.

We havealso audited, in accordance with the standards of the Public CompanyAccounting Oversight Board (United States), the statements of financialcondition of the streetTRACKS® Gold Trust (the"Trust") as of September 30, 2005 andNovember 12, 2004, and the related statements of operations,shareholders' equity, and cash flows for the period from November12, 2004 through September 30, 2005 of the Trust and our report datedDecember 14, 2005 expressed an unqualified opinion on those financialstatements.

/s/ Deloitte & ToucheLLP        New York, New York December 16,2005

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PARTIII

Item 10.    Directors and Executive Officers of theRegistrant

Not applicable.

Item 11.    ExecutiveCompensation

During the period for November 12, 2004 toSeptember 30, 2005 the Trustee, Custodian, Sponsor, and the MarketingAgent received total remuneration as follows:

|                |  |                                                                                |  |  |  |  |
|----------------|--|--------------------------------------------------------------------------------|--|--|--|--|
| Recipient      |  | RemunerationReceived for the period November 12, 2004through September 30,2005 |
| Trustee        |  | $   443,951                                                     |
| Custodian      |  | $1,952,361                                                                     |
| Sponsor        |  | $2,224,623                                                                     |
| MarketingAgent |  | $2,224,623                                                                     |
|                |

Item 12.    SecurityOwnership of Certain Beneficial Owners and Management

|           |                                                                                                                                                                                                                                                            |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | Security Ownership of CertainBeneficial Owners.    The following table sets forth shares as ofSeptember 30, 2005, information with respect to each person known toown beneficially more than 5% of the outstanding shares of theTrust: |

|                |  |                                       |  |                |  |  |  |  |  |  |
|----------------|--|---------------------------------------|--|----------------|--|--|--|--|--|--|
| NameandAddress |  | AmountandNature ofBeneficialOwnership |  | PercentofClass |
| None           |  | —                               |  | —        |
|           |  |                                  |  |           |
|                |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | SecurityOwnership of Management.    The Trustee does not beneficially ownany of the Trust shares. In various fiduciary capacities, Bank of NewYork owned as of September 30, 2005, an aggregate of 3,074,016 shareswith no right to vote any of these shares, nor did it share the rightto vote any of these shares. The Bank of New York disclaims anybeneficial interests in these shares. |

|           |                                                                                                                                                                         |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c)  | Change InControl.    Neither the Sponsor nor the Trustee knows of anyarrangements which may subsequently result in a change in control ofthe Trust. |

Directors and Executive Officers

Notapplicable.

Item 13.    Certain Relationships and RelatedTransactions

The Trust has no directors or executive officers.See Item 11 for the remuneration received by the Trustee, Custodian,Sponsor and Marketing Agent, during the period from November 11, 2004through September 30, 2005.

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Item 14.    Principal Accounting Feesand Services

Fees for services performed by Deloitte &Touche LLP for the period November 12, 2004 through September 30, 2005were:

|                   |  |   |         |        |  |  |
|-------------------|--|---|---------|--------|--|--|
| AuditFees         |  | $ | 273,000 |   |
| Audit-relatedfees |  | $ | — |   |
| Taxfees           |  | $ | — |   |
| All otherfees     |  | $ | — |   |
| Total             |  | $ | 273,000 |   |
|                   |

Pre-ApprovedPolicies and Procedures

As referenced in Item 10 above, theTrust has no board of directors, and as a result, has no auditcommittee or pre-approval policy with respect to fees paid to Deloitte& Touche LLP. Such determinations are made by the Sponsor of theTrust.

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PARTIV

Item 15.    Exhibits and Financial StatementSchedules

1.    Financial Statement

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

2.    Financial Statement Schedules

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

3.    Exhibits

|            |  |                                                                                                                                                                                                                                                                                 |  |  |  |  |
|------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNo. |  | Description                                                                                                                                                                                                                                                                     |
| 4.1        |  | Formof Trust Indenture heretofore filed as Exhibit 4.1 to the Trust'sRegistration Statement on Form S-1, File No. 333-105202, isincorporated by reference.                                                                                                                      |
| 4.2        |  | Form ofParticipant Agreement heretofore filed as Exhibit 4.2 to theTrust's Registration Statement on Form S-1, File No. 333-105202,is incorporated by reference.                                                                                                                |
| 4.3        |  | Form ofSponsor Payment and Reimbursement Agreement heretofore filed as Exhibit4.3 to the Trust's Registration Statement on Form S-1, File No.333-105202, is incorporated byreference.                                                                                           |
| 10.1       |  | Form of Allocated BullionAccount Agreement heretofore filed as Exhibit 10.1 to the Trust'sRegistration Statement on Form S-1, File No. 333-105202, isincorporated by reference.                                                                                                 |
| 10.2       |  | Form ofUnallocated Bullion Account Agreement heretofore filed as Exhibit 10.2to the Trust's Registration Statement on Form S-1, File No.333-105202, is incorporated byreference.                                                                                                |
| 10.3       |  | Form of ParticipantUnallocated Bullion Account Agreement (included as Attachment B to theForm of Participant Agreement filed as Exhibit 4.2) heretofore filed asExhibit 4.2 to the Trust's Registration Statement on Form S-1,File No. 333-105202, is incorporated byreference. |
| 10.4       |  | Form of Depository Agreementheretofore filed as Exhibit 10.4 to the Trust's RegistrationStatement on Form S-1, File No. 333-105202, is incorporated byreference.                                                                                                                |
| 10.5       |  | License Agreement heretoforefiled as Exhibit 10.5 to the Trust's Registration Statement onForm S-1, File No. 333-105202, is incorporated byreference.                                                                                                                           |
| 10.6       |  | Form of Marketing AgentAgreement heretofore filed as Exhibit 10.6 to the Trust'sRegistration Statement on Form S-1, File No. 333-105202, isincorporated by reference.                                                                                                           |
| 10.7       |  | Form ofWorld Gold Trust Services, LLC Funding Agreement heretofore filed asExhibit 10.7 to the Trust's Registration Statement on Form S-1,File No. 333-105202, is incorporated byreference.                                                                                     |
| 10.8       |  | Form of World GoldCouncil/World Gold Trust Services, LLC License Agreement heretoforefiled as Exhibit 10.8 to the Trust's Registration Statement onForm S-1, File No. 333-105202, is incorporated byreference.                                                                  |
| 10.9       |  | Form of Marketing AgentLicense Agreement heretofore filed as Exhibit 10.9 to the Trust'sRegistration Statement on Form S-1, File No. 333-105202, isincorporated by reference.                                                                                                   |
| 10.10      |  | Form ofMarketing Agent Reimbursement Agreement heretofore filed as Exhibit10.10 to the Trust's Registration Statement on Form S-1, File No.333-105202, is incorporated byreference.                                                                                             |
| 10.11      |  | Amendment No. 1 datedDecember 5, 2005 to Allocated Bullion Account Agreement dated November12, 2004 between HSBC Bank USA, NA and The Bank of New York, astrustee.                                                                                                              |
| 23.1       |  | Consent of Deloitte &Touche LLP                                                                                                                                                                                                                                             |
| 31.1       |  | Certification Pursuant toSection 302(a) of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                       |
| 31.2       |  | Certification Pursuant to Section 302(a) of theSarbanes-Oxley Act of 2002                                                                                                                                                                                                       |
| 32.1       |  | Certification Pursuant to Section 1350 of the Sarbanes-Oxley Act of2002                                                                                                                                                                                                         |
| 32.2       |  | Certification Pursuant to Section1350 of the Sarbanes-Oxley Act of2002                                                                                                                                                                                                          |
|            |

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streetTRACKS®GOLD TRUST

FINANCIAL STATEMENTS AS OF SEPTEMBER 30,2005

INDEX

|                                                                                                                                       |  |        |     |        |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------|--|--------|-----|--------|--|--|
|                                                                                                                                  |  | Page   |
| Report ofIndependent Registered Public Accounting Firm                                                                                |  |   | F-2 |   |
| Statements of Condition at September 30, 2005 and November 12,2004 (Date of Inception)                                                |  |   | F-3 |   |
| Statement ofOperations for the period from November 12, 2004 (Date of Inception)through September 30, 2005                            |  |   | F-4 |   |
| Statement ofCash Flow for the period from November 12, 2004 (Date of Inception)through September 30, 2005                             |  |   | F-5 |   |
| Statement ofChanges in Shareholders' Deficit for the period from November 12,2004 (Date of Inception) through September 30,2005  |  |   | F-6 |   |
| Notes to the FinancialStatements                                                                                                      |  |   | F-7 |   |
|                                                                                                                                       |

F-1

----

REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

To the Sponsor,Trustee and the Unitholders of the streetTRACKS® GoldTrust New York, New York

We have audited the accompanyingstatements of financial condition of the streetTRACKS® Gold Trust(the "Trust") as of September 30, 2005 andNovember 12, 2004, and the related statements of operations,shareholders' deficit, and cash flows for the period fromNovember 12, 2004 through September 30, 2005. These financialstatements are the responsibility of the Trust's management. Ourresponsibility is to express an opinion on the financial statementsbased on our audits.

We conducted our audits in accordance withthe standards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believethat our audits provide a reasonable basis for our opinion.

Inour opinion, such financial statements present fairly, in all materialrespects, the financial position of the Trust as of September 30, 2005and November 12, 2004, and the results of its operations and its cashflows for the period from November 12, 2004 through September 30, 2005,in conformity with accounting principles generally accepted in theUnited States of America

We have also audited, in accordancewith the standards of the Public Company Accounting Oversight Board(United States), the effectiveness of the Trust's internalcontrol over financial reporting as of September 30, 2005, based on thecriteria established in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the TreadwayCommission and our report dated December 16, 2005 expressed anunqualified opinion on management's assessment of theeffectiveness of the Trust's internal control over financialreporting and an unqualified opinion on the effectiveness of theTrust's internal control over financial reporting.

/s/ Deloitte & ToucheLLP        New York, New York December 16,2005

F-2

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streetTRACKS®GOLD TRUST

Statements ofCondition

at September 30, 2005 and November 12, 2004(Date ofInception)

|                                                                                                                                                                                  |  |             |           |                              |  |        |         |        |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------|-----------|------------------------------|--|--------|---------|--------|--|--|
| (Amountsin 000's ofUS$)                                                                                                                                                          |  | Sep-30,2005 |           | Nov-12,2004(DateofInception) |
| **ASSETS**                                                                                                                                                                       |  |        |      |                         |  |   |    |   |
| Investmentin Gold (market value $3,156,223 and $13,081respectively)                                                                                                              |  | $           | 2,910,613 |                         |  | $      | 13,081  |   |
|                                                                                                                                                                             |  |        |      |                         |  |   |    |   |
| **TotalAssets**                                                                                                                                                                  |  | $           | 2,910,613 |                         |  | $      | 13,081  |   |
| **LIABILITIES**                                                                                                                                                                  |  |        |      |                         |  |   |    |   |
| Accountspayable to relatedparties                                                                                                                                                |  | $           | 539       |                         |  | $      | — |   |
| Accountspayable                                                                                                                                                                  |  |        | 243       |                         |  |   | — |   |
| Accruedexpenses                                                                                                                                                                  |  |        | 334       |                         |  |   | — |   |
| TotalLiabilities                                                                                                                                                                 |  |        | 1,116     |                         |  |   | — |   |
| CommitmentsandContingencies                                                                                                                                                      |  |        | —   |                         |  |   | — |   |
| **RedeemableShares:**                                                                                                                                                            |  |        |      |                         |  |   |    |   |
| Shares at redemption value toinvestors(issued and outstanding at September 30,2005—66,900,000 and at November 12, 2004—300,000;unlimited authorized; $0.00 parvalue) |  |        | 3,155,107 |                         |  |   | 13,081  |   |
| **Shareholders'Deficit**                                                                                                                                                         |  |        | (245,610  | )                       |  |   | — |   |
|                                                                                                                                                                             |  |        |      |                         |  |   |    |   |
| **TotalLiabilities, Redeemable Shares & Shareholders'Deficit**                                                                                                               |  | $           | 2,910,613 |                         |  | $      | 13,081  |   |
|                                                                                                                                                                                  |

Seenotes to the financial statements

F-3

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streetTRACKS®GOLD TRUST

Statements of Operations

Forthe period from November 12, 2004 (Date of Inception) through September30, 2005,

|                                                     |  |                          |        |         |  |  |
|-----------------------------------------------------|--|--------------------------|--------|---------|--|--|
| (Amountsin 000's of US$)                            |  | Nov-12,2004toSep-30,2005 |
| **REVENUES**                                        |  |                     |   |    |
| Proceedsfrom sales of gold                          |  | $                        | 6,680  |    |
| Cost of gold soldto pay expenses                    |  |                     | (6,737 | )  |
| Loss ongold sold to pay expenses                    |  |                     | (57    | )  |
| Gain on golddistributed for the redemption ofshares |  |                     | 3,679  |    |
| Diminution in value ofinvestment in gold            |  |                     | (1,791 | )  |
| TotalGain ongold                                    |  |                     | 1,831  |    |
| **EXPENSES**                                        |  |                     |   |    |
| Custodyfees                                         |  |                     | 1,952  |    |
| Trusteefees                                         |  |                     | 444    |    |
| Sponsorfees                                         |  |                     | 2,225  |    |
| Marketing agentfees                                 |  |                     | 2,225  |    |
| Otherexpenses                                       |  |                     | 950    |    |
| Totalexpenses                                       |  |                     | 7,796  |    |
| NetLoss                                             |  | $                        | (5,965 | )  |
| Losspershare                                        |  | $                        | (0.11  | )  |
| Weightedaverage number ofshares                     |  |                     | 52,130 |    |
|                                                     |

Seenotes to the financial statements

F-4

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streetTRACKS®GOLD TRUST

Statements of Cash Flow

Forthe period from November 12, 2004 (Date of Inception) through September30,2005

|                                                                        |  |                           |           |         |  |  |
|------------------------------------------------------------------------|--|---------------------------|-----------|---------|--|--|
| (Amountsin 000's of US$)                                               |  | Nov-12,2004toSep-30, 2005 |
| **INCREASE /DECREASE IN CASH FROM OPERATIONS:**                        |  |                      |      |    |
| Cashproceeds received from sales ofgold                                |  | $                         | 6,680     |    |
| Cashexpensespaid                                                       |  |                      | (6,680    | )  |
| (Decrease)/ Increase in cash resulting fromoperations                  |  |                      | —   |    |
| Cashand cash equivalents at beginning ofperiod                         |  |                      | —   |    |
| Cash andcash equivalents at end ofperiod                               |  | $                         | —   |    |
| **SUPPLEMENTALDISCLOSURE OF NON-CASH FINANCINGACTIVITIES:**            |  |                      |      |    |
| Value of gold receivedfor creation ofshares                            |  | $                         | 3,262,774 |    |
| Valueof gold distributed for redemption of shares—at averagecost |  | $                         | 356,714   |    |
|                                                                        |

Seenotes to the financial statements

F-5

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streetTRACKS®GOLD TRUST

Statements of Changes inShareholders' Deficit

For the period from November12, 2004 (Date of Inception) through September 30,2005

|                                                   |  |             |          |         |  |  |
|---------------------------------------------------|--|-------------|----------|---------|--|--|
| (Amountsin 000's ofUS$)                           |  | Sep-30,2005 |
| Shareholders'Equity - Opening Balance             |  | $           | —  |    |
| Net Lossfor the period                            |  |        | (5,965   | )  |
| Adjustment ofRedeemable Shares to redemptionvalue |  |        | (239,645 | )  |
| Shareholders'Equity - September 30,2005           |  | $           | (245,610 | )  |
|                                                   |

Seenotes to the financialstatements

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streetTRACKS®GOLD TRUST    

Notes to theFinancialStatements

1.    Organization

The streetTRACKS® Gold Trust (the"Trust") is an investment trust formed onNovember 12, 2004 (Date of Inception), under New York law pursuant to atrust indenture. The fiscal year end for the Trust is September 30th.The Trust holds gold and is expected from time to time to issue shares("Shares") (in minimum denominations of100,000, also referred to as "Baskets") inexchange for deposits of gold and to distribute gold in connection withredemption of Baskets. The investment objective of the Trust is for theShares to reflect the performance of the price of gold bullion, lessthe Trust's expenses.

The statements of condition onNovember 12, 2004 (date of inception) and at September 30, 2005, thestatements of operations for the three month periods ending December31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005 and thestatements of operations, cash flow, and changes in shareholders'equity for the period from November 12, 2004 (Date of Inception)through September 30, 2005 have been prepared on behalf of the Trust.In the opinion of management of the sponsor of the Trust, World GoldTrust Services, LLC (the "Sponsor"), alladjustments (which include normal recurring adjustments) necessary topresent fairly the financial position, results of operations and cashflow at September 30, 2005 and for all periods presented have beenmade.

2.    Significantaccounting policies

The preparation of financial statements inaccordance with accounting principles generally accepted in the UnitedStates requires those responsible for preparing financial statements tomake estimates and assumptions that affect the reported amounts anddisclosures. Actual results could differ from those estimates. Thefollowing is a summary of significant accounting policies followed bythe Trust.

2.1.    Valuation of Gold

Gold acquired,or disposed of, by the Trust is recorded at average cost. Gold isvalued at the lower of cost or market.

The table belowsummarizes the impact of unrealized gains or losses on theTrust's gold holdings as of November 12, 2004 (Date of Inception)and for the period November 12, 2004 (Date of Inception) throughSeptember 30,2005:

|                                     |  |             |           |                              |  |        |         |        |  |  |
|-------------------------------------|--|-------------|-----------|------------------------------|--|--------|---------|--------|--|--|
| (Amountsin 000's ofUS$)             |  | Sep-30,2005 |           | Nov-12,2004(DateofInception) |
| Investment in gold - averagecost    |  | $           | 2,910,613 |                         |  | $      | 13,081  |   |
| Unrealizedgain on investment ingold |  |        | 245,610   |                         |  |   | — |   |
|                                |  |        |      |                         |  |   |    |   |
| Investmentin gold - marketvalue     |  | $           | 3,156,223 |                         |  | $      | 13,081  |   |
|                                     |

TheTrust recognizes the diminution in value of the investment in goldwhich arises from market declines on an interim basis. Increases in thevalue of the same investment in gold in later interim periods of thesame fiscal year through market price recoveries are recognized in thelater interim period. Increases in value recognized on an interim basisdo not exceed the previously recognized diminution in value.

2.2    Gold receivable

Gold receivable represents thequantity of gold covered by contractually binding orders for thecreation of shares where the gold has not yet been transferred to theTrust's account. Generally, 

F-7

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streetTRACKS®GOLD TRUST    

2.    Significantaccounting policies   (continued)

ownership of the gold is transferred withinthree days of trade date. As of September 30, 2005 and November 12,2004, there was no gold receivable.

2.3    Creations andRedemptions of Shares

The Trust will create and redeem Sharesfrom time to time, but only in one or more Baskets (a Basket equals ablock of 100,000 Shares). The creation and redemption of Baskets willonly be made in exchange for the delivery to the Trust or thedistribution by the Trust of the amount of gold and any cashrepresented by the Baskets being created or redeemed, the amount ofwhich will be based on the combined net asset value of the number ofShares included in the Baskets being created or redeemed determined onthe day the order to create or redeem Baskets is properly received.

As the Shares of the Trust are redeemable at the option of theAuthorized Participants only in Baskets, the Trust has classified theShares as Redeemable Shares on the Statement of Financial Condition.The Trust records the redemption value, which represents its maximumobligation, as Redeemable Shares with the difference from cost as anoffsetting amount to Shareholders' Equity. Changes in the sharesas of November 12, 2004 (Date of Inception) and for the period November12, 2004 (Date of Inception) through September 30, 2005, are asfollows:

|                                 |  |             |        |                                |  |        |         |        |  |  |
|---------------------------------|--|-------------|--------|--------------------------------|--|--------|---------|--------|--|--|
| (Allamounts are in 000's)       |  | Sep-30,2005 |        | Nov-12, 2004(Date ofInception) |
| **Number of RedeemableShares:** |  |        |   |                           |  |   |    |   |
| OpeningBalance                  |  |        | 300    |                           |  |   | — |   |
| Creations                       |  |        | 74,700 |                           |  |   | 300     |   |
| Redemptions                     |  |        | (8,100 | )                         |  |   | — |   |
| ClosingBalance                  |  |        | 66,900 |                           |  |   | 300     |   |
|                                 |

|                                                                                                                           |  |             |           |                                |  |        |         |        |  |  |
|---------------------------------------------------------------------------------------------------------------------------|--|-------------|-----------|--------------------------------|--|--------|---------|--------|--|--|
| (Amountsin 000's of US$)                                                                                                  |  | Sep-30,2005 |           | Nov-12, 2004(Date ofInception) |
| **Redeemableshares:**                                                                                                     |  |        |      |                           |  |   |    |   |
| OpeningBalance                                                                                                            |  | $           | 13,081    |                           |  | $      | — |   |
| Creations(Number of shares created during theperiod ended September 30, 2005 - 74,700,000, at November 12, 2004- 300,000) |  |        | 3,262,774 |                           |  |   | 13,081  |   |
| Redemptions(Number of shares redeemed duringthe period ended September 30, 2005 - 8,100,000, at November 12,2004 - 0)     |  |        | (360,393  | )                         |  |   | — |   |
| Adjustment to redemptionvalue                                                                                             |  |        | 239,645   |                           |  |   | — |   |
| Closing Balance                                                                                                           |  | $           | 3,155,107 |                           |  | $      | 13,081  |   |
|                                                                                                                           |

2.4    Revenue RecognitionPolicy

The Trustee will at the direction of the Sponsor or inits own discretion sell the Trust's gold as necessary to pay theTrust's expenses. When selling gold to pay expenses, the Trusteewill endeavor to sell the smallest amounts of gold needed to payexpenses in order to minimize the Trust's holdings of assetsother than gold. Unless otherwise directed by the Sponsor, when sellinggold the Trustee will endeavor to sell at the price established by theLondon PM Fix. The Trustee will place orders with dealers (which mayinclude the Custodian) through which the Trustee expects to receive themost favorable price and execution of orders. The Custodian may be thepurchaser of such gold only if the sale transaction is made at the nextLondon gold price fix (either AM or PM) following the sale order.

F-8

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streetTRACKS®GOLD TRUST    

2.    Significantaccounting policies   (continued)

2.5    Income Taxes

TheTrust is classified as a "grantor trust" forUS federal income tax purposes. As a result, the Trust itself will notbe subject to US federal income tax. Instead, the Trust's incomeand expenses will "flow through" to theShareholders, and the Trustee will report the Trust's proceeds,income, deductions, gains, and losses to the Internal Revenue Serviceon that basis.

3    Investment in Gold

Thefollowing represents the changes in ounces of gold and the respectivevalues at November 12, 2004 (Date of Inception) and September 30,2005:

|                                                                  |  |              |           |                                |  |        |         |        |  |  |
|------------------------------------------------------------------|--|--------------|-----------|--------------------------------|--|--------|---------|--------|--|--|
| (Ouncesof gold are in 000's and value of gold is in 000's ofUS$) |  | Sep-30, 2005 |           | Nov-12, 2004(Date ofInception) |
| **Ounces ofGold:**                                               |  |         |      |                           |  |   |    |   |
| OpeningBalance                                                   |  |         | 30.0      |                           |  |   | — |   |
| Creations                                                        |  |         | 7,464.2   |                           |  |   | 30.0    |   |
| Redemptions                                                      |  |         | (809.4    | )                         |  |   | — |   |
| Sales of gold                                                    |  |         | (15.5     | )                         |  |   | — |   |
| ClosingBalance                                                   |  |         | 6,669.3   |                           |  |   | 30.0    |   |
| **Investment in Gold (lowerof cost or market):**                 |  |         |      |                           |  |   |    |   |
| OpeningBalance                                                   |  | $            | 13,081    |                           |  | $      | — |   |
| Creations                                                        |  |         | 3,262,774 |                           |  |   | 13,081  |   |
| Redemptions                                                      |  |         | (356,714  | )                         |  |   | — |   |
| Sales of gold                                                    |  |         | (6,737    | )                         |  |   | — |   |
| Diminution in value of investment ingold                         |  |         | (1,791    | )                         |  |   |    |   |
| ClosingBalance                                                   |  | $            | 2,910,613 |                           |  | $      | 13,081  |   |
|                                                                  |

F-9

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streetTRACKS®GOLD TRUST    

4    Quarterly Statements ofOperations

|                                                            |  |                              |         |              |  |              |         |             |  |                           |        |         |  |        |        |         |  |        |        |         |  |  |
|------------------------------------------------------------|--|------------------------------|---------|--------------|--|--------------|---------|-------------|--|---------------------------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                                                       |  | ThreeMonths Ended(Unaudited) |         |         |
| (Amountsin 000's of US$)                                   |  | Dec-31,2004                  |         | Mar-31, 2005 |  | Jun-30, 2005 |         | Sep-30,2005 |  | Nov-12, 2004toSep-30,2005 |
| **REVENUES**                                               |  |                         |    |         |  |         |    |        |  |                      |   |    |  |   |   |    |  |   |   |    |
| Proceedsfrom sales ofgold                                  |  | $                            | 95      |         |  | $            | 1,631   |        |  | $                         | 2,303  |    |  | $      | 2,651  |    |  | $      | 6,680  |    |
| Costof gold sold to payexpenses                            |  |                         | (94     | )       |  |         | (1,676  | )      |  |                      | (2,311 | )  |  |   | (2,656 | )  |  |   | (6,737 | )  |
| Gain/(Loss)on gold sold to payexpenses                     |  |                         | 1       |         |  |         | (45     | )      |  |                      | (8     | )  |  |   | (5     | )  |  |   | (57    | )  |
| Gain/(Loss)on gold distributed for the redemption ofshares |  |                         | 2,709   |         |  |         | (284    | )      |  |                      | 1,254  |    |  |   | 0      |    |  |   | 3,679  |    |
| Increase/ (Diminution) in value of investment ingold       |  |                         | (20,297 | )       |  |         | (30,399 | )      |  |                      | 48,905 |    |  |   | 0      |    |  |   | (1,791 | )  |
| TotalGain/(Loss) ongold                                    |  |                         | (17,587 | )       |  |         | (30,728 | )      |  |                      | 50,151 |    |  |   | (5     | )  |  |   | 1,831  |    |
| **EXPENSES**                                               |  |                         |    |         |  |         |    |        |  |                      |   |    |  |   |   |    |  |   |   |    |
| Custodyfees                                                |  |                         | 144     |         |  |         | 509     |        |  |                      | 615    |    |  |   | 684    |    |  |   | 1,952  |    |
| Trusteefees                                                |  |                         | 59      |         |  |         | 123     |        |  |                      | 125    |    |  |   | 137    |    |  |   | 444    |    |
| Sponsorfees                                                |  |                         | 164     |         |  |         | 622     |        |  |                      | 759    |    |  |   | 680    |    |  |   | 2,225  |    |
| Marketingagentfees                                         |  |                         | 164     |         |  |         | 622     |        |  |                      | 759    |    |  |   | 680    |    |  |   | 2,225  |    |
| Otherexpenses                                              |  |                         | 78      |         |  |         | 163     |        |  |                      | 165    |    |  |   | 544    |    |  |   | 950    |    |
| Totalexpenses                                              |  |                         | 609     |         |  |         | 2,039   |        |  |                      | 2,423  |    |  |   | 2,725  |    |  |   | 7,796  |    |
| NetGain/(Loss)                                             |  | $                            | (18,196 | )       |  | $            | (32,767 | )      |  | $                         | 47,728 |    |  | $      | (2,730 | )  |  | $      | (5,965 | )  |
| Gain/(Loss)pershare                                        |  | $                            | (0.62   | )       |  | $            | (0.67   | )      |  | $                         | 0.84   |    |  | $      | (0.04  | )  |  | $      | (0.11  | )  |
| Weightedaverage number ofshares                            |  |                         | 29,132  |         |  |         | 48,618  |        |  |                      | 57,013 |    |  |   | 61,735 |    |  |   | 52,130 |    |
|                                                            |

5    RelatedParties - Sponsor, Trustee, Custodian and Marketing Agent Fees

Fees are paid to the Sponsor as compensation for services performedunder the Trust Indenture and for services performed in connection withmaintaining the Trust's website and marketing the Shares. TheSponsor's fee is payable monthly in arrears and is accrued dailyat an annual rate equal to 0.15% of the adjusted net asset value("ANAV") of the Trust, subject to reductionas described below. The Sponsor will receive reimbursement from theTrust for all of its disbursements and expenses incurred in connectionwith the Trust.

Fees are paid to the Trustee as compensation forservices performed under the Trust Indenture. The Trustee's feeis payable monthly in arrears and is accrued daily at an annual rateequal to 0.02% of the ANAV of the Trust, subject to a minimumfee of $500,000 and a maximum fee of $2 million per year. TheTrustee's fee is subject to modification as determined by theTrustee and the Sponsor in good faith to account for significantchanges in the Trust's administration or the Trustee'sduties. The Trustee will charge the Trust for its expenses anddisbursements incurred in connection with the Trust (including theexpenses of the Custodian paid by the Trustee), exclusive of fees ofagents for services to be performed by the Trustee, and for anyextraordinary services performed by the Trustee for the Trust.

F-10

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streetTRACKS®GOLD TRUST    

5    RelatedParties - Sponsor, Trustee, Custodian and Marketing Agent Fees   (continued)

Affiliates of the Trustee may from time totime act as Authorized Participants or purchase or sell gold or Sharesfor their own account, as agent for their customers and for accountsover which they exercise investment discretion.

Fees are paid tothe Custodian under the Allocated Bullion Account Agreement ascompensation for its custody services. Under the Allocated BullionAccount Agreement, the Custodian is entitled to a fee that is accrueddaily at an annual rate equal to 0.10% of the average dailyaggregate value of the gold held in the Trust's allocated goldaccount (Trust Allocated Account) and the Trust's unallocatedgold account (Trust Unallocated Account), payable in monthlyinstallments in arrears. The Custodian does not receive a fee under theUnallocated Bullion Account Agreement.

The Custodian and itsaffiliates may from time to time act as Authorized Participants orpurchase or sell gold or Shares for their own account, as agent fortheir customers and for accounts over which they exercise investmentdiscretion.

Fees are paid to the marketing agent for the Trust,State Street Global Markets, LLC (the "MarketingAgent") by the Trustee from the assets of the Trust ascompensation for services performed pursuant to the agreement betweenthe Sponsor and the Marketing Agent (Marketing Agent Agreement). TheMarketing Agent's fee is payable monthly in arrears and isaccrued daily at an annual rate equal to 0.15% of the ANAV ofthe Trust, subject to reduction as described below.

TheMarketing Agent and its affiliates may from time to time act asAuthorized Participants or purchase or sell gold or Shares for theirown account, as agent for their customers and for accounts over whichthey exercise investment discretion.

For seven years from thedate of the Trust Indenture or until the earlier termination of theMarketing Agent Agreement, if at the end of any month during thisperiod the estimated ordinary expenses of the Trust exceed an amountequal to 0.40% per year of the daily ANAV of the Trust for suchmonth, the fees payable to the Sponsor and the Marketing Agent from theassets of the Trust for such month will be reduced by the amount ofsuch excess in equal shares up to the amount of their fees. Investorsshould be aware that if the gross value of the Trust's assets isless than approximately $388 million, the ordinary expenses of theTrust will be accrued at a rate greater than 0.40% per year ofthe daily ANAV of the Trust, even after the Sponsor and the MarketingAgent have completely reduced their combined fees of 0.30% peryear of the daily ANAV of the Trust. This amount is based on theestimated ordinary expenses of the Trust described in"Business of the Trust—Trust Expenses"and may be higher if the Trust's actual ordinary expenses exceedthose estimates. Additionally, if the Trust incurs unforeseen expensesthat cause the total ordinary expenses of the Trust to exceed0.70% per year of the daily ANAV of the Trust, the ordinaryexpenses will accrue at a rate greater than 0.40% per year ofthe daily ANAV of the Trust, even after the Sponsor and the MarketingAgent have completely reduced their combined fees of 0.30% peryear of the daily ANAV of the Trust.

Upon the end of the sevenyear period or the earlier termination of the Marketing AgentAgreement, the fee reduction will expire and the estimated ordinaryexpenses of the Trust which are payable from the assets of the Trusteach month may be more than they would have been during the period whenthe fee reduction is in effect, thus reducing the NAV of the Trust morerapidly than if the fee reduction was in effect and adversely affectingthe value of the Shares.

For the period November 12, 2004 (Dateof Inception) through September 30, 2005 the fees payable to theSponsor and the Marketing Agent from the assets of the Trust werereduced by $699,066 respectively.

F-11

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streetTRACKS®GOLD TRUST    

5    RelatedParties - Sponsor, Trustee, Custodian and Marketing Agent Fees   (continued)

Amounts Payable to Related parties andother accountspayable

|                                   |  |             |      |         |  |  |
|-----------------------------------|--|-------------|------|---------|--|--|
| (Amountsin 000's of US$)          |  | Sep-30,2005 |
| Payable to Custodian              |  | $           | (243 | )  |
| Payable to Trustee                |  |        | (48  | )  |
| Payable toSponsor                 |  |        | (124 | )  |
| Payable to MarketingAgent         |  |        | (124 | )  |
| Accounts Payable torelatedparties |  | $           | (539 | )  |
|                                   |

6    Concentrationof Risk

In accordance with Statement of Position No. 94-6,Disclosure of Certain Significant Risks and Uncertainties, theTrust's sole business activity is the investment in gold.Several factors could affect the price of gold: (i.) global gold supplyand demand, which is influenced by such factors as forward selling bygold producers, purchases made by gold producers to unwind gold hedgepositions, central bank purchases and sales, and production and costlevels in major gold-producing countries such as South Africa, theUnited States and Australia; (ii.) investors' expectations withrespect to the rate of inflation; (iii.) currency exchange rates; (iv.)interest rates; (v.) investment and trading activities of hedge fundsand commodity funds; and (vi.) global or regional political, economicor financial events and situations.   In addition, there is noassurance that gold will maintain its long-term value in terms ofpurchasing power in the future.   In the event that the price ofgold declines, the Sponsor expects the value of an investment in theShares to decline proportionately.   Each of these events couldhave a material affect on the Trust's financial position andresults of operations.

7    LegalProceedings

The Sponsor, the World Gold Council, the Trust andBNY, as Trustee of the Trust, have been named as defendants in a civillawsuit filed by plaintiffs Gemini Diversified Holdings LLC and DanAscani in the Supreme Court of the State of New York, County of NewYork, on November 6, 2003 (Index No. 119243/03). The complaint allegesbreach of contract and misappropriation of trade secrets under theTrade Secrets Act of the State of Georgia, and seeks compensatorydamages in excess of $450,000, preliminary and permanent injunctiverelief, costs and attorneys fees and other relief. The lawsuit is inits discovery phase. The Sponsor believes that it has good defensesand, therefore, believes that the outcome of the litigation will nothave a material adverse effect on the financial statements of theTrust. The Sponsor and the World Gold Council have agreed to indemnifythe Marketing Agent and UBS Securities LLC, as Purchaser in the initialpublic offering of 2,300,000 Shares, against liabilities arising out ofthecomplaint.

8    Indemnification

TheSponsor and its shareholders, members, directors, officers, employees,affiliates and subsidiaries are indemnified from the Trust and heldharmless against certain losses, liabilities or expenses incurred inthe performance of its duties under the Trust Indenture without grossnegligence, bad faith, willful misconduct, willful malfeasance orreckless disregard of the indemnified party's obligations andduties under the Trust Indenture. Such indemnity includes payment fromthe Trust of the costs and expenses incurred in defending against anyclaim or liability under the Trust Indenture. Under the TrustIndenture, the Sponsor may be able to seek indemnification from theTrust for payments it makes in connection with the Sponsor'sactivities under the Trust Indenture to the extent its conduct does notdisqualify it from receiving such indemnification under the terms ofthe Trust Indenture. The Sponsor 

F-12

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streetTRACKS®GOLD TRUST    

8    Indemnification   (continued)

will also be indemnified from the Trust andheld harmless against any loss, liability or expense arising under theDistribution Agreement with the Purchaser, the Marketing AgentAgreement or any agreement entered into with an Authorized Participantwhich provides the procedures for the creation and redemption ofBaskets and for the delivery of gold and any cash required forcreations and redemptions insofar as such loss, liability or expensearises from any untrue statement or alleged untrue statement of amaterial fact contained in any written statement provided to theSponsor by the Trustee. Any amounts payable to the Sponsor are securedby a lien on the Trust.

The Sponsor has agreed to indemnifycertain parties against certain liabilities and to contribute topayments that such parties may be required to make in respect of thoseliabilities. The Trustee has agreed to reimburse such parties, solelyfrom and to the extent of the Trust's assets, for indemnificationand contribution amounts due from the Sponsor in respect of suchliabilities to the extent the Sponsor has not paid such amounts whendue. The Sponsor has agreed that, to the extent the Trustee pays anyamount in respect of the reimbursement obligations described in thepreceding sentence, the Trustee, for the benefit of the Trust, will besubrogated to and will succeed to the rights of the party so reimbursedagainst the Sponsor.

F-13

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalfby the undersigned in the capacities* indicated thereunto dulyauthorized.

|  | WORLD GOLD TRUST SERVICES, LLC Sponsorof the Equity Gold Trust (Registrant) |
|--|-----------------------------------------------------------------------------|

|  | /s/ J. StuartThomas                                    J.Stuart Thomas Managing Director (principal executiveofficer) |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | /s/ JamesLowe                                            JamesLowe Chief Financial Officer and Treasurer (principal financialofficer and principal accounting officer) |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Date:December 16, 2005

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| *  | The Registrant is a trust and thepersons are signing in their capacities as officers of World Gold TrustServices, LLC, the Sponsor of theRegistrant. |

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