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, 2006

or

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

Commission File Number000-32356

streetTRACKS® GOLD TRUSTSPONSORED BYWORLD GOLD TRUST SERVICES, LLC

(Exactname of registrant as specified in its charter)

|                                                               |  |  |                                     |
|---------------------------------------------------------------|--|--|-------------------------------------|
| NewYork                                                       |  |  | 81-6124035                          |
| (Stateor other jurisdiction of incorporation or organization) |  |  | (I.R.S. Employer IdentificationNo.) |
|                                                               |

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:

|                             |  |  |                                         |
|-----------------------------|--|--|-----------------------------------------|
| (Titleof each class)        |  |  | Name ofeach exchangeon which registered |
| streetTRACKS®GOLD Share |  |  | New York StockExchange                  |
|                             |

Securites registered pursuant to Section12(g) of the Act: None

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the SecuritiesAct.    Yes         No   

Indicate by check mark if the registrant isnot required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.    Yes       No   

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.    Yes       No   

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained to the best ofregistrant's knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K.    

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of ‘‘acceleratedfiler and large accelerated filer’’ in Rule 12b-2 of theExchange Act.

            LargeAccelerated filer     Accelerated filer    Non-Accelerated filer                

Indicate by check mark whether the registrantis a shell company (as defined in Rule 12b-2 of the ExchangeAct).    Yes        No   

Aggregate market value of registrant'scommon stock held by non-affiliates of the registrant, based upon theclosing price of a share of the registrant's common stock onMarch 31, 2006 as reported by the New York Stock Exchange on that date:$6,530,440,000.00

Number of shares of theregistrant's common stock outstanding as of November 29, 2006:135,700,000

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DOCUMENTSINCORPORATED BY REFERENCE: 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

|         |  |  |                                                                                         |  |   |      |  |    |  |
|---------|--|--|-----------------------------------------------------------------------------------------|--|---|------|--|----|--|
|    |  |  |                                                                                    |  |   | Page |
| PARTI   |  |  |                                                                                         |  | 1 |      |
| Item1.  |  |  | Business                                                                                |  |   |      |  | 1  |  |
|    |  |  | Strategy                                                                                |  |   |      |  | 1  |  |
|    |  |  | Overviewof the GoldIndustry                                                             |  |   |      |  | 3  |  |
|    |  |  | Business of theTrust                                                                    |  |   |      |  | 13 |  |
|    |  |  | Strategy Behind theShares                                                               |  |   |      |  | 13 |  |
|    |  |  | TheSponsor                                                                              |  |   |      |  | 15 |  |
|    |  |  | TheTrustee                                                                              |  |   |      |  | 16 |  |
|    |  |  | TheCustodian                                                                            |  |   |      |  | 17 |  |
|    |  |  | The MarketingAgent                                                                      |  |   |      |  | 17 |  |
|    |  |  | Description of theShares                                                                |  |   |      |  | 20 |  |
|    |  |  | Custody of theTrust'sGold                                                               |  |   |      |  | 21 |  |
|    |  |  | Description of theCustodyAgreements                                                     |  |   |      |  | 23 |  |
|    |  |  | Creation andRedemption ofShares                                                         |  |   |      |  | 27 |  |
|    |  |  | Description of theTrust Indenture                                                       |  |   |      |  | 32 |  |
|    |  |  | UnitedStates Federal TaxConsequences                                                    |  |   |      |  | 42 |  |
|    |  |  | Taxation ofthe Trust                                                                    |  |   |      |  | 43 |  |
|    |  |  | Taxation of USShareholders                                                              |  |   |      |  | 43 |  |
|    |  |  | Maximum28% Long-Term Capital Gains Tax Rate for US Shareholders Who AreIndividuals      |  |   |      |  | 44 |  |
|    |  |  | BrokerageFees and TrustExpenses                                                         |  |   |      |  | 44 |  |
|    |  |  | Investment byRegulated InvestmentCompanies                                              |  |   |      |  | 45 |  |
|    |  |  | Investment byCertain RetirementPlans                                                    |  |   |      |  | 45 |  |
|    |  |  | United StatesInformation Reporting and Backup Withholding For US and Non-USShareholders |  |   |      |  | 45 |  |
|    |  |  | IncomeTaxation of Non-US Shareholders                                                   |  |   |      |  | 45 |  |
|    |  |  | Estate And Gift TaxConsiderations for Non-US Shareholders                               |  |   |      |  | 45 |  |
|    |  |  | Taxation in Jurisdictions Other Than theUnited States                                   |  |   |      |  | 46 |  |
|    |  |  | ERISA andRelated Considerations                                                         |  |   |      |  | 46 |  |
| Item1A. |  |  | Risk Factors                                                                            |  |   |      |  | 47 |  |
| Item1B. |  |  | Unresolved StaffComments                                                                |  |   |      |  | 55 |  |
| Item2.  |  |  | Properties                                                                              |  |   |      |  | 55 |  |
| Item3.  |  |  | Legal Proceedings                                                                       |  |   |      |  | 55 |  |
| Item4.  |  |  | Submission of Matters to a Vote of SecurityHolders                                      |  |   |      |  | 55 |  |
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|          |  |  |                                                                                                           |  |    |      |  |    |        |
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|     |  |  |                                                                                                      |  |    | Page |
| PARTII   |  |  |                                                                                                           |  | 56 |      |
| Item 5.  |  |  | Market forRegistrant's Common Equity, Related Stockholder Matters andIssuer Purchases of EquitySecurities |  |    |      |  | 56 |        |
| Item6.   |  |  | Selected Financial Data                                                                                   |  |    |      |  | 57 |        |
| Item7.   |  |  | Management's Discussion and Analysis of FinancialCondition and Results of Operations                      |  |    |      |  | 59 |        |
| Item7A.  |  |  | Quantitative and Qualitative Disclosures about MarketRisk                                                 |  |    |      |  | 65 |        |
| Item 8.  |  |  | Financial Statementand Supplementary Data                                                                 |  |    |      |  | 65 |        |
| Item9.   |  |  | Changes in and Disagreements with Accountants on Accountingand Financial Disclosure                       |  |    |      |  | 65 |        |
| Item9A.  |  |  | Controls and Procedures                                                                                   |  |    |      |  | 65 |        |
| Item9B.  |  |  | OtherInformation                                                                                          |  |    |      |  | 66 |        |
| PARTIII  |  |  |                                                                                                           |  | 68 |      |
| Item 10. |  |  | Directors andExecutive Officers of the Registrant                                                         |  |    |      |  | 68 |        |
| Item11.  |  |  | Executive Compensation                                                                                    |  |    |      |  | 68 |        |
| Item12.  |  |  | Security Ownership of Certain Beneficial Owners andManagement                                             |  |    |      |  | 68 |        |
| Item 13. |  |  | CertainRelationships and Related Transactions and DirectorIndependence                                    |  |    |      |  | 68 |        |
| Item 14. |  |  | PrincipalAccountant Fees andServices                                                                      |  |    |      |  | 69 |        |
| PARTIV   |  |  |                                                                                                           |  | 70 |      |  |    |   |
| Item 15. |  |  | Exhibits andFinancial StatementSchedules                                                                  |  |    |      |  | 70 |        |
|          |

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PARTI

Item 1.    Business

StreetTRACKS®Gold Trust or the Trust is an investment trust, formed on November 12,2004 under New York law pursuant to a trust indenture, or the TrustIndenture. World Gold Trust Services LLC, or WGTS, is the sponsor ofthe Trust, or the Sponsor. The Bank of New York, or BNY, is the trusteeof the Trust, or the Trustee. State Street Global Markets, LLC, orSSGM, is the marketing agent of the Trust, or the Marketing Agent. TheTrust holds gold and from time to time and issues streetTRACKS GoldShares, or Shares, in Baskets in exchange for deposits of gold anddistributes gold in connection with redemptions of Baskets. A Basketequals a block of 100,000 Shares. The investment objective of the Trustis for the Shares to reflect the performance of the price of goldbullion, less the Trust's expenses.

Strategy

TheShares are intended to offer investors an opportunity to participate inthe gold market through an investment in securities. Historically, thelogistics of buying, storing and insuring gold have constituted abarrier to entry for some institutional and retail investors alike. Theownership of the Shares is intended to overcome these barriers toentry. The logistics of storing and insuring gold are dealt with byHSBC Bank USA, N.A., or HSBC, as custodian of the Trust, or theCustodian, and the related expenses are built into the price of theShares. Therefore, the investor does not have any additional tasks orcosts 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 New York Stock Exchange, orthe NYSE, providing investors with an efficient means to buy, sell, orsell short in order to implement a variety of investment strategies.The Shares are eligible for margin accounts.

Transparent.    The Shares are backed by the assets of theTrust and the Trust does not hold or employ any derivative securities.Further, the Trust's holdings and their value based on currentmarket prices are reported on the Trust's website each businessday.

Operation of the Trust.    The Shares representunits of fractional undivided beneficial interest in and ownership ofthe Trust. The Trust is not managed like a corporation or an activeinvestment vehicle. The gold held by the Trust will only be sold: (1)on an as-needed basis to pay Trust expenses, (2) in the event the Trustterminates and liquidates its assets, or (3) as otherwise required bylaw or regulation. The sale of gold by the Trust is a taxable event toshareholders of the Trust, or Shareholders. See ‘‘UnitedStates Federal Tax Consequences—Taxation of USShareholders.’’ The material terms of the Trust Indentureare 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.

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The Trust creates and redeems Shares fromtime to time, but only in Baskets. The number of outstanding Shareschanges from time to time as a result of the creation and redemption ofBaskets. The creation and redemption of Baskets requires the deliveryto the Trust or the distribution by the Trust of the amount of gold andany cash represented by the Baskets being created or redeemed. Thetotal amount of gold and any cash required for the creation of Basketsis based on the combined net asset value, or NAV, of the number ofBaskets being created or redeemed. The number of ounces of goldrequired to create a Basket or to be delivered upon a redemption of aBasket will continue to gradually decrease over time. This is becausethe Shares comprising a Basket will represent a decreasing amount ofgold due to the sale of the Trust's gold to pay the Trust'sexpenses. Baskets may be created or redeemed only by AuthorizedParticipants. An Authorized Participant is a person who (1) is aregistered broker-dealer or other securities market participant such asa bank or other financial institution which is not required to registeras a broker-dealer to engage in securities transactions, (2) is aparticipant in the Depository Trust Company system, or 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. TheLondon PM 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.’’

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Overview Of The Gold Industry

How Gold Travels from the Mine to the Customer

Thefollowing is a general description of the typical path gold takes fromthe mine to the customer. Individual paths may vary at several stagesin the process from the following description.

Gold, a naturallyoccurring mineral element, is found in ore deposits throughout theworld. Ore containing gold is first either dug from the surface orblasted from the rock face underground. Mined ore is hauled to aprocessing plant, where it is crushed or milled. Crushed or milled oreis then concentrated in order to separate out the coarser gold andheavy mineral particles from the remaining parts of the ore. Gold isextracted from these ore concentrates by a number of processes and,once extracted, is then smelted to a gold-rich doré (generally amixture of gold and silver) and cast into bars. Smelting, in itssimplest definition, is the melting of ores or concentrates with areagent which results in the separation of gold from impurities.

The doré goes through a series of refining processes toupgrade it to a purity and format that is acceptable in the marketplace. Refining can take a number of different forms, according to thetype of ore being treated. The doré is refined to a purity of99.5% or higher. The most common international standard ofpurity is the standard established by the London Good DeliveryStandards, described in ‘‘Operation of the Gold BullionMarket—The London Bullion Market.’’

The goldmining company pays the refinery a fee, and then sells the bars to abullion dealer. In some cases, the refinery may buy the gold from themining company, thus effectively operating as a bullion dealer. Bulliondealers in turn sell the gold to manufacturers of jewelry or industrialproducts containing gold. Both the sale by the mine and the purchase bythe manufacturer will frequently be priced with reference to the Londongold price fix, which is widely used as the price benchmark forinternational gold transactions.

Some gold mining companies sellforward their gold to a bullion dealer in order to lock in cash-flowfor revenue management purposes. The price they receive on delivery ofthe gold will 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 isaccumulated, rather than consumed. As a result, virtually all the goldthat has ever been mined still exists today in one form or another.Gold Survey 2006, a publication of GFMS Limited, or GFMS, anindependent precious metals research organization based in London,estimates that existing above-ground stocks of gold amounted to 155,500tonnes (approximately 5.0 billion ounces) at the end of 2005. Thesestocks have increased by approximately 2.0% per year on averagefor the 10 years ending December 2005. When used in this prospectus,‘‘tonne’’ refers to one metric tonne, which isequivalent to 1,000 kilograms or 32,150.7465 troy ounces. 

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Existing stocks may be broadly divided intotwo categories based on the primary reason for the purchase or holdingof the gold: 

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

|  |              |                                                       |
|--|--------------|-------------------------------------------------------|
|  | •  | Gold purchased or held as a raw material orcommodity. |

The first category, gold held as a store ofvalue or monetary asset, includes the 31,600 tonnes of gold that isestimated to be owned by the official sector (central banks, othergovernmental agencies and multi-lateral institutions such as theInternational Monetary Fund). GFMS estimate that a little under 3,000tonnes of this had already been mobilized into the market andfabricated into gold products. This reduces to 28,600 tonnes(18.4% of the estimated total) the total that couldtheoretically become available in the unlikely event that all officialsector holdings were liquidated. The 24,800 tonnes of gold(16.0% of the estimated total) in the hands of private investorsalso falls into this first category. While much of the gold in thiscategory exists in bullion form and, in theory, could be mobilized andmade available to the market, there are currently no indications that asignificantly greater amount of gold will be mobilized in the nearfuture than has been mobilized in recent years. 

Thesecond category, gold held as a raw material or commodity, includes the80,300 tonnes of gold (51.6% of the estimated total) that hasbeen manufactured into jewelry. As all gold jewelry exists asfabricated products, the jewelry would need to be remelted andtransformed into bullion bars before being mobilized into the market inan acceptable form. While adornment is the primary motivation behindpurchases of gold jewelry in the industrialized world, much of thejewelry in the developing world has an additional store of valueelement, with this jewelry being held, at least in part, as a means ofsavings. As this jewelry in the developing world tends to be of higherpurity, the price of an item of jewelry is more closely correlated withthe value of the gold contained in it than is the case in theindustrialized world. As a result, this jewelry is more susceptible torecycling. Recycled jewelry, primarily from the developing world, isthe largest single component of annual gold scrap supply, whichaveraged 782 tonnes annually over the last 10 years.

The secondcategory also includes the 18,200 tonnes of gold (11.7% of theestimated total) that has been manufactured or incorporated intoindustrial products. Similar to jewelry, this gold would need to berecovered from the industrial products and then remelted and recastinto bars before it could be mobilized into the market. Smallquantities of remelted gold from industrial products come onto themarket each year. 

Approximately 3,600 tonnes ofabove-ground stocks (2.3% of the estimated total) is unaccountedfor. 

World Gold Supply and Demand (1996 –2005) 

The following table sets forth a summary of theworld gold supply and demand for the last 10 years. It is based oninformation reported in the GFMS Gold Survey 2006.

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World Gold Supply and Demand,1996-2005(tonnes)

|                                                                  |  |  |      |  |       |      |  |  |      |  |       |      |  |  |      |  |       |      |  |  |      |  |       |      |  |  |      |  |       |      |  |  |  |  |       |   |  |  |  |  |       |   |  |  |  |  |       |   |  |  |  |  |       |   |  |  |  |  |       |   |
|------------------------------------------------------------------|--|--|------|--|-------|------|--|--|------|--|-------|------|--|--|------|--|-------|------|--|--|------|--|-------|------|--|--|------|--|-------|------|--|--|--|--|-------|---|--|--|--|--|-------|---|--|--|--|--|-------|---|--|--|--|--|-------|---|--|--|--|--|-------|---|
|                                                             |  |  | 1996 |  |       | 1997 |  |  | 1998 |  |       | 1999 |  |  | 2000 |  |       | 2001 |  |  | 2002 |  |       | 2003 |  |  | 2004 |  |       | 2005 |
| Mineproduction                                                   |  |  |      |  | 2,375 |      |  |  |      |  | 2,493 |      |  |  |      |  | 2,542 |      |  |  |      |  | 2,574 |      |  |  |      |  | 2,591 |      |  |  |  |  | 2,621 |   |  |  |  |  | 2,588 |   |  |  |  |  | 2,592 |   |  |  |  |  | 2,470 |   |  |  |  |  | 2,519 |   |
| Officialsectorsales                                              |  |  |      |  | 279   |      |  |  |      |  | 326   |      |  |  |      |  | 363   |      |  |  |      |  | 477   |      |  |  |      |  | 479   |      |  |  |  |  | 520   |   |  |  |  |  | 547   |   |  |  |  |  | 617   |   |  |  |  |  | 469   |   |  |  |  |  | 656   |   |
| Oldgoldscrap                                                     |  |  |      |  | 644   |      |  |  |      |  | 631   |      |  |  |      |  | 1,105 |      |  |  |      |  | 615   |      |  |  |      |  | 616   |      |  |  |  |  | 713   |   |  |  |  |  | 840   |   |  |  |  |  | 943   |   |  |  |  |  | 848   |   |  |  |  |  | 861   |   |
| Netproducerhedging                                               |  |  |      |  | 142   |      |  |  |      |  | 504   |      |  |  |      |  | 97    |      |  |  |      |  | 506   |      |  |  |      |  | (15   | )    |  |  |  |  | (151  | ) |  |  |  |  | (412  | ) |  |  |  |  | (270  | ) |  |  |  |  | (427  | ) |  |  |  |  | (131  | ) |
| Totalreportedsupply                                              |  |  |      |  | 3,440 |      |  |  |      |  | 3,954 |      |  |  |      |  | 4,108 |      |  |  |      |  | 4,172 |      |  |  |      |  | 3,671 |      |  |  |  |  | 3,703 |   |  |  |  |  | 3,563 |   |  |  |  |  | 3,882 |   |  |  |  |  | 3,360 |   |  |  |  |  | 3,905 |   |
| Goldfabrication in caratjewellery                                |  |  |      |  | 2,830 |      |  |  |      |  | 3,287 |      |  |  |      |  | 3,164 |      |  |  |      |  | 3,132 |      |  |  |      |  | 3,196 |      |  |  |  |  | 3,001 |   |  |  |  |  | 2,653 |   |  |  |  |  | 2,477 |   |  |  |  |  | 2,613 |   |  |  |  |  | 2,712 |   |
| Goldfabrication inelectronics                                    |  |  |      |  | 206   |      |  |  |      |  | 234   |      |  |  |      |  | 226   |      |  |  |      |  | 247   |      |  |  |      |  | 283   |      |  |  |  |  | 197   |   |  |  |  |  | 206   |   |  |  |  |  | 233   |   |  |  |  |  | 259   |   |  |  |  |  | 272   |   |
| Goldfabrication in other industrial & decorativeapplications |  |  |      |  | 113   |      |  |  |      |  | 115   |      |  |  |      |  | 103   |      |  |  |      |  | 99    |      |  |  |      |  | 99    |      |  |  |  |  | 97    |   |  |  |  |  | 83    |   |  |  |  |  | 80    |   |  |  |  |  | 83    |   |  |  |  |  | 85    |   |
| Goldfabrication indentistry                                      |  |  |      |  | 68    |      |  |  |      |  | 70    |      |  |  |      |  | 64    |      |  |  |      |  | 66    |      |  |  |      |  | 69    |      |  |  |  |  | 69    |   |  |  |  |  | 69    |   |  |  |  |  | 67    |   |  |  |  |  | 68    |   |  |  |  |  | 62    |   |
| Retailinvestment                                                 |  |  |      |  | 260   |      |  |  |      |  | 452   |      |  |  |      |  | 263   |      |  |  |      |  | 359   |      |  |  |      |  | 166   |      |  |  |  |  | 357   |   |  |  |  |  | 340   |   |  |  |  |  | 293   |   |  |  |  |  | 340   |   |  |  |  |  | 387   |   |
| Investmentin Exchange Traded Funds and relatedproducts(1)        |  |  |      |  | 0     |      |  |  |      |  | 0     |      |  |  |      |  | 0     |      |  |  |      |  | 0     |      |  |  |      |  | 0     |      |  |  |  |  | 0     |   |  |  |  |  | 3     |   |  |  |  |  | 39    |   |  |  |  |  | 133   |   |  |  |  |  | 208   |   |
| Totalidentifiabledemand                                          |  |  |      |  | 3,476 |      |  |  |      |  | 4,158 |      |  |  |      |  | 3,820 |      |  |  |      |  | 3,904 |      |  |  |      |  | 3,813 |      |  |  |  |  | 3,720 |   |  |  |  |  | 3,353 |   |  |  |  |  | 3,190 |   |  |  |  |  | 3,495 |   |  |  |  |  | 3,727 |   |
| Supplylessdemand(2)                                              |  |  |      |  | (36   | )    |  |  |      |  | (204  | )    |  |  |      |  | 288   |      |  |  |      |  | 268   |      |  |  |      |  | (142  | )    |  |  |  |  | (17   | ) |  |  |  |  | 209   |   |  |  |  |  | 692   |   |  |  |  |  | (135  | ) |  |  |  |  | 178   |   |
|                                                                  |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                       |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | IncludingstreetTRACKS Gold Shares, LyxOR Gold Bullion Securities, Gold BullionSecurities (Australia), NewGold Gold Debentures, iShares Comex GoldTrust, Central Fund of Canada and Central GoldTrust. |

|     |                                                                                                                                                                                                                                                                                                                                                                                |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | This is theresidual from combining all the other data in the table. The residualresults from the fact that there is no reliable methodology formeasuring all elements of gold supply and demand. It includes netinstitutional investment other than that in Exchange Traded Funds andsimilar products, movements in stocks and other elements together withany residual error. |

|  |                              |
|--|------------------------------|
|  | Source: GFMS GoldSurvey 2006 |

Sources of Gold Supply

Sources of gold supply include both mine production and therecycling or mobilizing of existing above-ground stocks. The largestportion of gold supplied into the market annually is from gold mineproduction. The second largest source of annual gold supply is from oldscrap, which is gold that has been recovered from jewelry and otherfabricated products and converted back into marketable gold. Officialsector sales have outstripped purchases since 1989, creating additionalnet supply of gold into the marketplace. Net producer hedgingaccelerates the sale of physical gold and can therefore impact,positively or negatively, on supply in a given year. 

Mine production 

Mine production includes goldproduced from primary deposits and from secondary deposits where thegold is recovered as a by-product metal from other miningactivities. 

Mine production is derived from numerousseparate operations on all continents of the world, except Antarctica.Any disruption to production in any one locality is unlikely to affecta significant number of these operations simultaneously. Such potentialdisruption is unlikely to have a material impact on the overall levelof global mine production, and therefore equally unlikely to have anoticeable impact on the gold price. 

In the unlikelyevent of significant disruptions to production occurring simultaneouslyat a large number of individual mines, any impact on the price of goldwould likely be short-lived. Historically, any sudden and significantrise in the price of gold has been followed by a reduction in physicaldemand which lasts until the period of unusual volatility is past. Goldprice increases also tend to lead to an increase in the levels ofrecycled scrap used for gold supply. Both of these factors have tendedto limit the extent and duration of upward movements in the price ofgold. 

Since 1984, the amount of new gold that is minedeach year has been substantially lower than the level of physicaldemand. For example, during the five years from 2001 to 2005, new mineproduction satisfied less than 75% of total identifiable demand.The shortfall in total supply has been met by additional supplies fromexisting above-ground stocks, predominantly coming from the recyclingof fabricated gold products, official sector sales and, in some years,from net producer hedging. 

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Old gold scrap 

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

Official sector sales 

Historically, central banks have retained gold as a strategicreserve asset. However, since 1989 the official sector has been a netseller of gold to the private sector, supplying an average of 403tonnes per year from 1989 to 2005. This has resulted in net movementsof gold from the official to the private sector. Owing to theprominence given by market commentators to this activity and the sizeof official sector gold holdings, this area has been one of the morevisible sources of supply. 

The first Central Bank GoldAgreement, announced during the International Monetary Fund meetings inWashington, DC on September 26, 1999, was a voluntary agreement amongkey central banks to clarify their intentions with respect to theirgold holdings. The signatories to the agreement were the EuropeanCentral Bank and 14 other central banks. These institutions agreed notto enter the gold market as sellers except for already decided sales,which were to be achieved through a five year program that limitedannual sales to approximately 400 tonnes and total sales over theperiod to 2,000 tonnes. The signatories further agreed not to expandtheir use of gold lending and derivatives over the period. The EuropeanCentral Bank announced in March 2004 that the agreement would beextended for a further five-year period starting on September 27, 2004.The new agreement is similar to the previous agreement, although theceiling for gold sales is 25% higher. Not all gold sales hadbeen decided at the time the agreement was announced and the Bank ofGreece replaced the Bank of   England as a signatory to theagreement. The UK Treasury indicated at the time of the announcement ofthe new agreement that the UK government had no plans to sell gold fromits reserves and therefore would not participate in the new agreement.As before, the new agreement will be reviewed after five years. 

The following chart shows the reported gold holdings in theofficial sector at December 2005. 

|     |                                                                                                                                                                                                     |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | TheEuro Area comprises the following countries: Austria, Belgium, Finland,France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands,Portugal, and Spain, plus the European Central Bank. |

|  |                                                 |
|--|-------------------------------------------------|
|  | Source: IMF, International FinancialStatistics. |

Net producer hedging

Net producerhedging creates incremental supply in the market by accelerating thetiming of the sale of gold. A mining company wishing to protect itselffrom the risk of a decline in the gold price may 

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elect to sell some or all of its anticipatedproduction for delivery at a future date. A bullion dealer acceptingsuch a transaction will finance it by borrowing an equivalent quantityof gold (typically from a central bank), which is immediately sold intothe market. The bullion dealer then invests the cash proceeds from thatsale of gold and uses the yield on these investments to pay the goldmining company the contango (i.e., the premium available on gold forfuture delivery). When the mining company delivers the gold it hascontracted to sell to the bullion dealer, the dealer returns the goldto the central bank that lent it, or rolls the loan forward in order tofinance similar transactions in the future. While over time hedgingtransactions involve no net increase in the supply of gold to themarket, they do accelerate the timing of the sale of the gold, whichhas an impact on the balance between supply and demand at the time.Since 2000, there has been an annual net reduction in the volume ofoutstanding producer hedges that has reduced supply. 

Thefollowing illustration details a typical hedging transaction (numberingindicates sequentialtiming).

Sourcesof Gold Demand 

As reported by published statistics, thedemand for gold amounted to less than 3.0% of total above groundstocks in 2005. Demand for gold is driven primarily by demand forjewelry, which is used for adornment and, in much of the developingworld, also as an investment. Retail investment and industrialapplications represent increasingly important, though relatively small,components of overall demand. Retail investment is measured as customerpurchases of bars and coins. Gold bonding wire and gold plated contactsand connectors are the two most frequent uses of gold in industrialapplications. 

Gold demand is widely dispersed throughoutthe world. While there are seasonal fluctuations in the levels ofdemand for gold (especially jewelry) in many countries, variations inthe timing of such fluctuations in different countries mean thatseasonal changes in demand do not have a significant impact on theglobal gold price. 

Jewelry 

The primarysource of gold demand is gold jewelry. The motivation for jewelrypurchases differs in various regions of the world. In theindustrialized world, gold jewelry tends to be purchased purely foradornment purposes, while gold's attributes as a store of valueand a means of saving provide an additional motivation for jewelrypurchases in much of the developing world. Price and economic factors,such as available wealth and disposable income, are the primary factorsin jewelry demand. Jewelry purchased purely for adornment purposes isgenerally of lower caratage or purity, with design input and improvedfinishes accounting for a substantial portion of the purchase price. Inthose parts of the world where the additional motivation of savings orinvestment applies to the purchase of jewelry, which are mainly inAsia, the Indian subcontinent and the Middle East, gold jewelry isgenerally of higher caratage, and the purchase price more closelyreflects the value of the gold contained in each item. 

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Electronics, dentistry and otherindustrial and decorative applications 

Gold bondingwire and gold plated contacts and connectors are the two most frequentuses of gold in electronics. Other uses include high-melting point goldalloy solders and gold thick film pastes for hybrid circuits. Inconservative and restorative dentistry, gold is generally used alloyedwith other noble metals and with base metals, for inlay and onlayfillings, crown and bridgework and porcelain veneered restorations.Increasingly, pure gold electroforming is being used for dentalrepairs. Other industrial applications of gold include the use of thingold coatings on table and enamel ware for decorative purposes and onglasses used in the construction and aerospace industries to reflectinfra-red rays. Small quantities are also used in various pharmaceutical applications, including the treatment ofarthritis, and in medical implants. Future applications for goldcatalysts are in pollution control, clean energy generation and fuelcell technology. In addition, work is under way on the use of gold incancer 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 purposes,and 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 TradedFunds and related products 

This line item representsthe annual increase in investment in gold ETFs and related products.The products are listed in the footnote to the table of gold supply anddemand in the section captioned ‘‘Overview of the GoldIndustry—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

The global trade in gold consists of over-the-counter, or OTC,transactions in spot, forwards, and options and other derivatives,together with exchange-traded futures and options.

Global Over-The-Counter Market

The OTC market tradeson a 24-hour per day continuous basis and accounts for most global goldtrading.

Market makers, as well as others in the OTC market,trade with each other and with their clients on aprincipal-to-principal basis. All risks and issues of credit arebetween the parties directly involved in the transaction. Market makersinclude the nine market-making members of the London Bullion MarketAssociation, or LBMA, a trade association that acts as the coordinatorfor activities conducted on behalf of its members and otherparticipants in the London bullion market. The nine market-makingmembers of the LBMA are: the Bank of Nova Scotia – ScotiaMocatta,Barclays Bank PLC, Deutsche Bank AG, HSBC Bank USA, NationalAssociation, London Branch, Goldman Sachs International, JPMorgan ChaseBank, N.A., Royal Bank of Canada Limited, SociétéGénérale and UBS AG. The OTC market provides a relativelyflexible market in terms of quotes, price, size, destinations fordelivery and other factors. Bullion dealers customize transactions tomeet clients' requirements. The OTC market has no formalstructure and no open-outcry meeting place.

The main centers ofthe OTC market are London, New York and Zurich. Mining companies,central banks, manufacturers of jewelry and industrial products,together with investors and speculators, tend to transact theirbusiness through one of these market centers. Centers such as Dubai andseveral cities in the Far East also transact substantial OTC marketbusiness, typically involving jewelry and small bars of 1 kilogram orless. Bullion dealers have offices around the world and most of theworld's major bullion dealers are either members or associatemembers of the LBMA. Of the nine 

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market-making members of the LBMA, six offerclearing services. There are an additional 52 full members, plus anumber of associate members around the world. The information aboutLBMA members in this report is as of October 4, 2006. These numbers maychange from time to time as new members are added and existing membersdrop out.

In the OTC market, the standard size of gold tradesbetween market makers ranges between 5,000 and 10,000 ounces. Bid-offerspreads are typically $0.50 per ounce. Certain dealers are willing tooffer clients competitive prices for much larger volumes, includingtrades over 100,000 ounces, although this will vary according to thedealer, the client and market conditions, as transaction costs in theOTC market are negotiable between the parties and therefore varywidely. Cost indicators can be obtained from various informationservice providers as well as dealers.

Liquidity in the OTCmarket can vary from time to time during the course of the 24-hourtrading day. Fluctuations in liquidity are reflected in adjustments todealing spreads – the differential between a dealer's‘‘buy’’ and ‘‘sell’’prices. The period of greatest liquidity in the gold market generallyoccurs at the time of day when trading in the European time zonesoverlaps with trading in the United States, which is when OTC markettrading in London, New York and other centers coincides with futuresand options trading on the COMEX division of the New York MercantileExchange. This period lasts for approximately four hours each New Yorkbusiness day morning.

The London BullionMarket

Although the market for physical gold is distributedglobally, most OTC market trades are cleared through London. Inaddition to coordinating market activities, the LBMA acts as theprincipal point of contact between the market and its regulators. Aprimary function of the LBMA is its involvement in the promotion ofrefining standards by maintenance of the ‘‘London GoodDelivery Lists,’’ which are the lists of LBMA accreditedmelters and assayers of gold. The LBMA also coordinates market clearingand vaulting, promotes good trading practices and develops standarddocumentation.

The term ‘‘loco London’’gold refers to gold physically held in London that meets thespecifications for weight, dimensions, fineness (or purity),identifying marks (including the assay stamp of a LBMA acceptablerefiner) and appearance set forth in ‘‘The Good DeliveryRules for Gold and Silver Bars’’ published by the LBMA.Gold bars meeting these requirements are described in this report fromtime to time as ‘‘London Good Delivery Bars.’’The unit of trade in London is the troy ounce, whose conversion betweengrams is: 1,000 grams = 32.1507465 troy ounces and 1 troy ounce =31.1034768 grams. A London Good Delivery Bar is acceptable for deliveryin settlement of a transaction on the OTC market. Typically referred toas 400-ounce bars, a London Good Delivery Bar must contain between 350and 430 fine troy ounces of gold, with a minimum fineness (or purity)of 995 parts per 1,000 (99.5%), be of good appearance and beeasy to handle and stack. The fine gold content of a gold bar iscalculated by multiplying the gross weight of the bar (expressed inunits of 0.025 troy ounces) by the fineness of the bar. A London GoodDelivery Bar must also bear the stamp of one of the melters andassayers who are on the LBMA approved list. Unless otherwise specified,the gold spot price always refers to that of a London Good DeliveryBar. Business is generally conducted over the phone and throughelectronic dealing systems.

Twice daily during London tradinghours there is a fix which provides reference gold prices for thatday's trading. Many long-term contracts will be priced on thebasis of either the morning (AM) or afternoon (PM) London fix, andmarket participants will usually refer to one or the other of theseprices when looking for a basis for valuations. The London fix is themost widely used benchmark for daily gold prices and is quoted byvarious financial information sources.

Formal participation inthe London fix is traditionally limited to five members, each of whichis a bullion dealer and a member of the LBMA. The chairmanship rotatesannually among the five member firms. The fix takes place by telephoneand the five member firms no longer meet face-to-face as was previouslythe case. The morning session of the fix starts at 10:30 AM London timeand the afternoon session starts at 3:00 PM London time. The currentmembers of the gold fixing are Bank of Nova Scotia –ScotiaMocatta, Barclays Bank plc, Deutsche Bank AG, HSBC Bank USA,N.A., and Société Générale. Any othermarket participant wishing to participate in the trading on the fix isrequired to do so through one of the five gold fixing members.

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Orders are placed either with one of thefive fixing members or with another bullion dealer who will then be incontact with a fixing member during the fixing. The fixing membersnet-off all orders when communicating their net interest at the fixing.The fix begins with the fixing chairman suggesting a‘‘trying price,’’ reflecting the market 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

The mostsignificant gold futures exchanges are the COMEX division of the NewYork Mercantile Exchange or the COMEX, the Chicago Board of Trade orCBOT, and the Tokyo Commodity Exchange or TOCOM. The COMEX and the CBOTboth began to offer trading in gold futures contracts in 1974. For mostof the period since that date the COMEX has been the largest exchangein the world for trading precious metals futures and options. During2006, trading volumes in gold futures on the CBOT have sometimesexceeded those on the COMEX. The Chicago Mercantile Exchange or CMEannounced in October 2006 an offer to buy the CBOT for almost $8billion. The TOCOM has been trading gold since 1982. Trading on theseexchanges is based on fixed delivery dates and transaction sizes forthe futures and options contracts traded. Trading costs are negotiable.As a matter of practice, only a small percentage of the futures marketturnover ever comes to physical delivery of the gold represented by thecontracts traded. Both exchanges permit trading on margin. Margintrading can add to the speculative risk involved given the potentialfor margin calls if the price moves against the contract holder. TheCOMEX operates through a central clearance system. On June 6, 2003,TOCOM adopted a similar clearance system. In each case, the exchangeacts as a counterparty for each member for clearing purposes.

Other Exchanges

There are othergold exchange markets, such as the Istanbul Gold Exchange (trading goldsince 1995), the Shanghai Gold Exchange (trading gold since October2002) and the Hong Kong Chinese Gold & Silver Exchange Society(trading gold since 1918).

MarketRegulation

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

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

Participants in the US OTC market for gold are generallyregulated by the market regulators which regulate their activities inthe other markets in which they operate. For example, participatingbanks are regulated by the banking authorities. In the United States,Congress created the CFTC in 1974 as an independent agency with themandate to regulate commodity futures and option markets in the UnitedStates. The CFTC regulates market participants and has establishedrules designed to prevent market manipulation, abusive trade practicesand fraud. The CFTC requires that any trader holding an open positionof more than 200 lots (i.e. 20,000 ounces) in any one contract month onthe COMEX division of the New York Mercantile Exchange must declare hisor her identity, the nature of his or her business (hedging,speculative, etc.) and the existence and size of his or herpositions.

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The TOCOM has authority toperform financial and operational surveillance on its members'trading activities, scrutinize positions held by members andlarge-scale customers, and monitor the price movements of futuresmarkets by comparing them with cash and other derivative markets'prices. To act as a Futures Commission Merchant Broker, a broker mustobtain a license from Japan's Ministry of Economy, Trade andIndustry (METI), the regulatory authority that oversees the operationsof the TOCOM.

Analysis of HistoricalMovements in the Price of Gold

As movementsin the price of gold are expected to directly affect the price of theShares, investors should understand what the recent movements in theprice of gold have been. Investors, however, should also be aware thatpast movements in the gold price are not indicators of futuremovements. This section of the prospectus identifies recent trends inthe movements of the gold price and discusses some of the importantevents which have influenced these movements.

The followingchart provides historical background on the price of gold. The chartillustrates movements in the price of gold in US dollars per ounce overthe period from January 1973 to September 30, 2006, and is based on theLondon PM Fix.

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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, 2006, and is basedon the London PM Fix.

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 2003 was $363.32 per ounce, and the average for 2004 was$409.17 per ounce. During the year 2005, the gold price ranged betweena low of $411.10 on February 8, and a high of $536.50 on December 12,with the average for the year being $444.45. For the period January 1,2006 to September 30, 2006, the gold price traded in a range between$513.00 per ounce (January  1) and $725.00 (May  12), andthe average was $600.73. For the period October 1, 2006 to November 28,2006, the gold price traded in a range between $560.75 per ounce and$639.50, and the average was $605.12.

The initial reasonfor the market's turnaround during 1999 was the strong rise inphysical demand, notably in price sensitive markets such as China,Egypt, India and Japan. The sharp gold price rise in September 1999 waslargely a reflection of the Central Bank Gold Agreement, which removedan important 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 the first quarterof 2001, some mining companies started to reduce their hedge books,reducing the 

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amount of gold coming onto the market.Political uncertainties and the continuing economic downturn after theattacks of September 11, 2001 added to demand for gold investments.

The upward price trend that began in 2001 has continued for much ofthe period since the inception of the Trust on November 12, 2004. Afterreaching a peak of $725 at the London PM Fix on May 12, 2006, goldcorrected down to a low of $567 at the PM Fix on June 20, 2006. Theaverage for the three months to September 30, 2006, was $621.67. Thereason most often cited for the correction was a concern amonginvestors that monetary authorities, especially in the U.S., would moveto counter the threat of rising inflation by aggressively raisinginterest rates. The price subsequently recovered to just below $600 bythe end of the September quarter, the close of the Trust'sfinancial year.

Business of the Trust

Theinvestment objective of the Trust is for the Shares to reflect theperformance of the price of gold bullion, less the Trust'sexpenses. The Sponsor believes that, for many investors, the Sharesrepresent a cost-effective investment relative to traditional means ofinvesting in gold. As the value of the Shares is tied to the value ofthe gold held by the Trust, it is important in understanding theinvestment attributes of the Shares to first understand the investmentattributes of gold.

Strategy Behind the Shares

The Shares are intended to offer investors an 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 World Gold Council, or WGC, a not-for- profit associationregistered under Swiss law, WGTS and BNY concerning the ownership ofcertain intellectual property related to the Trust and BNY'scontractual entitlement to act as the trustee of the Trust, BNY hasagreed to serve as the Trustee. In addition, while the WGC and WGTS donot agree that BNY owns any of the intellectual property involved withthe Trust, the WGC and WGTS have entered into a license agreement withBNY under 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 Sponsor wasresponsible for the costs of the Trust's organization and theinitial sale of the Shares, including the applicable SEC registrationfees. The Trustee charged no fee and assumed the Trust'soperating expenses (other than extraordinary expenses) for the periodfrom the Trust's formation through the day the Shares commencedtrading on the NYSE. The Trustee and the Sponsor have entered into aseparate agreement relating to payment by the Sponsor to the Trusteefor this period. These payments were not reimbursable to the Sponsor bythe Trust.

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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 Adjusted Net Asset Value, or ANAV of the Trust,subject to reduction as described below. The Sponsor will receivereimbursement from the Trust for all of its disbursements and expensesincurred in connection with the Trust. The Sponsor was paid $8,286,054for its services during the year ended September 30, 2006.

Feesare paid to the Trustee as compensation for services performed underthe Trust Indenture. The Trustee's fee is payable monthly inarrears and is accrued daily at an annual rate equal to 0.02% ofthe ANAV of the Trust, subject to a minimum fee of $500,000 and amaximum fee of $2 million per year. The Trustee's fee is subjectto modification as determined by the Trustee and the Sponsor in goodfaith to account for significant changes in the Trust'sadministration or the Trustee's duties. The Trustee charges theTrust for its expenses and disbursements incurred in connection withthe Trust (including the expenses of the Custodian paid by theTrustee), exclusive of fees of agents for services to be performed bythe Trustee, and for any extraordinary services performed by theTrustee for the Trust. The Trustee was paid $1,206,424 for its servicesduring the year ended September 30, 2006.

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 effective April 1,2006, or the Allocated Bullion Account Agreement, the Custodian'sfee is computed at an annual rate equal to 0.10% of the averagedaily aggregate value of the first 4.5 million ounces of gold held inthe Trust Allocated Account and the Trust Unallocated Account and0.06% 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 does not receive a fee under theUnallocated Bullion Account Agreement. The Custodian was paid$5,145,444 for its services during the year ended September 30,2006.

Fees are paid to the Marketing Agent by the Trustee fromthe assets of the Trust as compensation for services performed pursuantto the Marketing Agent Agreement. The Marketing Agent's fee ispayable monthly in arrears and is accrued daily at an annual rate equalto 0.15% of the ANAV of the Trust, subject to reduction asdescribed below. The Marketing Agent was paid $8,286,054 for itsservices during the year ended September 30, 2006.

Theadministration fees of the Trust were approximately $1,204,490 in theyear ended September 30, 2006. These fees include the following: (1)SEC registration fees and other regulatory fees of approximately$289,055; (2) legal fees of approximately $274,004; (3) audit andquarterly review fees of approximately $219,206; (4) internal andexternal auditor fees in respect of Sarbanes Oxley compliance ofapproximately $158,989; (5) printing fees of approximately $218,358;and (6) other costs of approximately $44,878. Investors should be awarethat administration fees are likely to increase over time due toincreases in the fees of service providers to the Trust.

TheTrustee sells gold held by the Trust on an as-needed basis to pay theTrust's expenses. As a result, the amount of gold sold will varyfrom time to time depending on the level of the Trust's expensesand the market price of gold. Cash held by the Trustee does not bearany interest.

Shareholders do not have the option of choosing topay their proportionate share of the Trust's expenses in lieu ofhaving their share of expenses paid by the sale of the Trust'sgold. Each sale of gold by the Trust will be a taxable event toShareholders. See ‘‘United States Federal TaxConsequences—Taxation of US Shareholders.’’

Fee Reduction

For seven years fromthe date 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, based on current expenses, if the gross value ofthe Trust assets is less than 

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approximately $500 million, the ordinaryexpenses 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. 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 provided $3million in funding to cover, if necessary, the ordinary expenses of theSponsor for 2005 and 2006. It is anticipated that, beginning incalendar year 2007, the ordinary expenses of the Sponsor will becovered by the fees it receives from the Trust, based on the currentgross value of the Trust assets of $7 billion. If the gross value ofthe Trust assets falls to a level at which the Sponsor's fees donot cover its ordinary expenses, the WGC, the sole member of theSponsor, will meet the cost of any shortfall.

The Sponsor's Role

The Sponsor was 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 any time that the Sponsor will,in accordance with the Trust Indenture, direct the Trustee to terminateand liquidate the Trust. The Sponsor may remove the Trustee and appointa successor; (1) if the Trustee commits certain willful bad acts inperforming its duties or willfully disregards its duties, (2) if theTrustee acts in bad faith in performing its duties, (3) if theTrustee's creditworthiness has materially deteriorated or (4) ifthe Trustee's negligent acts or omissions have had a materialadverse effect on the Trust or the interests of Shareholders and theTrustee has not cured the material adverse effect within a certainperiod of time and established that the material adverse effect willnot recur. The Sponsor will remove the Trustee if the Trustee does notmeet the qualifications 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 

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additional or successor custodian withoutthe Trustee's consent if the employment would have a materialadverse effect on the Trustee's ability to perform its duties.The Sponsor's approval is required for the Trustee to employ oneor more other custodians selected by the Trustee for the safekeeping ofgold and for services in connection with the deposit and delivery ofgold. The Sponsor may permit the Trustee to enter into the custodyagreements applicable to an additional or successor custodian withoutsatisfaction of the requirements for such custody agreements set forthin the Trust Indenture.

Fees are paid to theSponsor as compensation for services performed under the TrustIndenture and for services performed in connection with maintaining theTrust's website and marketing the Shares. The Sponsor's feeis payable monthly in arrears and is accrued daily at an annual rateequal to 0.15% of the ANAV of the Trust. The Sponsor isreimbursed by the Trust for all of its disbursements and expensesincurred in connection with the Trust. If at the end of any monthduring the period ending seven years from the date of the TrustIndenture or upon the earlier termination of the Marketing AgentAgreement 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 Sponsor's fee is subject to reduction. See‘‘Business of the Trust—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 occur monthly in theordinary course), (2) calculating the NAV of the Trust and the NAV perShare, (3) receiving and processing orders from Authorized Participantsto create and redeem Baskets and coordinating the processing of suchorders with the Custodian and DTC, and (4) monitoring the Custodian. Ifthe Trustee determines that maintaining gold with the Custodian is notin the best interest of the Trust, the Trustee must so advise theSponsor, who may direct the Trustee to take certain actions in respectof the Custodian. In the absence of such instructions, the Trustee mayinitiate action to remove the gold from the Custodian. The ability ofthe Trustee to monitor the performance of the Custodian may be limitedbecause under the Custody Agreements the Trustee may, only up to twicea year, visit the premises of the Custodian for the purpose ofexamining the Trust's gold and certain related records maintainedby the Custodian. In addition, the Trustee has no right to visit thepremises of any subcustodian for the purposes of examining theTrust's gold or any records maintained by the subcustodian, andno subcustodian is obligated to cooperate in any review the Trustee maywish to conduct of the facilities, procedures, records orcreditworthiness of such subcustodian.

The Trustee regularlycommunicates with the Sponsor to monitor the overall performance of theTrust. The Trustee, along with the Sponsor, liaise with theTrust'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 

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Trust for its expenses and disbursementsincurred in connection with the Trust (including the expenses of theCustodian paid by the Trustee), exclusive of fees of agents forservices to be performed by the Trustee, and for any extraordinaryservices performed by the Trustee for the Trust.

Affiliates ofthe Trustee 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.

The Custodian

HSBC serves as the Custodianof the Trust's gold. HSBC is a national banking associationorganized under the laws of the United States of America. HSBC issubject to supervision by the Federal Reserve Bank of New York and theFederal Deposit Insurance Corporation. HSBC's London custodianoffice is located at 8 Canada Square, London, E14 5HQ, United Kingdom.In addition to supervision and examination by the US federal bankingauthorities, HSBC's London custodian operations are subject tosupervision by the FSA.

The global parent company of HSBC isHSBC Holdings plc (HSBC Group), a public limited company incorporatedin England. HSBC Group had over $116 billion in capital resources as ofJune 30, 2006.

The Custodian's Role

TheCustodian is responsible for safekeeping for the Trust gold depositedwith it by Authorized Participants in connection with the creation ofBaskets. The Custodian facilitates the transfer of gold in and out ofthe Trust through the unallocated gold accounts it maintains for eachAuthorized Participant and the unallocated and allocated gold accountsit maintains for the Trust. The Custodian is responsible for allocatingspecific bars of gold bullion to the Trust Allocated Account. The barsmay be allocated by the Custodian from unallocated bars which it holdsor by one of the subcustodians employed by the Custodian, or asubcustodian of such subcustodian, from unallocated bars held by thesubcustodian, making the allocation. The Custodian provides the Trusteewith regular reports detailing the gold transfers in and out of theTrust Unallocated Account and the Trust Allocated Account andidentifying the gold bars held in the Trust Allocated Account.

The Custodian holds all of the Trust's gold in its own Londonvault premises except when the gold has been allocated in the vault ofa sub-custodian, and in such cases the Custodian has agreed that itwill use commercially reasonable efforts to promptly transport the goldfrom the sub-custodian's vault to the Custodian's Londonvault, at the Custodian's cost and risk.

Fees are paid tothe Custodian under the Allocated Bullion Account Agreement ascompensation for its custody services. Under the Allocated BullionAccount Agreement, the Custodian was until March  31, 2006entitled to a fee that was 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 is computed at an annual rate equal to0.10% 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 0.06% 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 and its affiliates 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.

The MarketingAgent

SSGM, a wholly-owned subsidiary of State StreetCorporation, acts as the Marketing Agent. The Marketing Agent is aregistered 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.

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The Marketing Agent'sRole

The Marketing Agent assists the Sponsor in: (1) developinga marketing plan for the Trust on an ongoing basis, (2) preparingmarketing materials regarding the Shares, including the content of theTrust's website, (3) executing the marketing plan for the Trust,(4) incorporating gold into its strategic and tactical exchange-tradedfund 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 terminated by eitherparty if the Trust is terminated pursuant to the Trust Indenture oreither party becomes insolvent or enters into bankruptcy proceedings.If the Marketing Agent Agreement is terminated by the Sponsor, theSponsor is required to pay the Marketing Agent an amount equal to thepresent market value of the future payments the Marketing Agent wouldotherwise receive under the Marketing Agent Agreement over thesubsequent 10 year period.

The Sponsor can elect to exercise itsbuy-out option which will terminate the Marketing Agent Agreement andremove the Marketing Agent by paying an amount equal to the presentfair market value of the future payments the Marketing Agent wouldotherwise receive from the Trust under the Marketing Agent Agreementover the subsequent 10 year period,plus:

|              |                                                                                                                                                                                                                  |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | 10% of suchvalue, but such payment will be made only if the Trust's averageassets under management do not exceed $1.25 billion for the 30 dayperiod 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%of such 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.

LicenseAgreement with the Marketing Agent

In connection with theMarketing Agent Agreement, the Sponsor and the WGC have entered into alicense agreement, dated as of November 16, 2004, with the MarketingAgent. Under the license agreement, the Sponsor and the WGC havegranted the Marketing 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.

Marketing Agent License Agreement

TheSponsor, the WGC and the Marketing Agent have also entered into amarketing license agreement, dated as of November 16, 2004, pursuant towhich the Marketing Agent granted the Sponsor and WGC a royalty-free,worldwide, non-exclusive, non-transferable license to use the‘‘streetTRACKS®’’ trademark, forthe purpose of establishing and operating the Trust, issuing anddistributing the Shares and listing the Shares on the NYSE.

Themarketing license agreement will expire upon the expiration ortermination of the Marketing Agent Agreement. Either party mayterminate the marketing license agreement prior to such term if theother party materially breaches the license agreement and fails to curesuch breach within 30 days following written notice of such breach fromthe non-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.

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

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Description of the Shares

General

The Trustee is authorized under the TrustIndenture to create and issue an unlimited number of Shares. TheTrustee creates Shares only in Baskets (a Basket equals a block of100,000 Shares) and only upon the order of an Authorized Participant.The Shares represent units of fractional undivided beneficial interestin and ownership of the Trust and have no par value. Any creation andissuance of Shares above the amount registered on the registrationstatement of which this report is a part will require the registrationof such additional Shares.

Description of LimitedRights

The Shares do not represent a traditional investment andyou should not view them as similar to‘‘shares’’ of a corporation operating abusiness enterprise with management and a board of directors. As aShareholder, you do not have the statutory rights normally associatedwith 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 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) DTC Participants; (2) thosewho maintain, either directly or indirectly, a custodial relationshipwith a DTC Participant, or Indirect Participants; and (3) those banks,brokers, dealers, trust companies and others who hold interests in theShares through DTC Participants or Indirect Participants. The Sharesare only transferable through the book-entry system of DTC.

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Shareholders who are not DTC Participantsmay transfer their Shares through DTC by instructing the DTCParticipant holding their Shares (or by instructing the IndirectParticipant or other entity through which their Shares are held) totransfer the Shares. Transfers are made in accordance with standardsecurities industry practice.

Custody of the Trust'sGold

Custody of the gold bullion deposited with and held by theTrust is provided by the Custodian at its London, England vaults. TheCustodian will hold all of the Trust's gold in its own Londonvault premises except when the gold has been allocated in the vault ofa subcustodian, and in such cases the Custodian has agreed that it willuse commercially reasonable efforts promptly to transport the gold fromthe subcustodian's vault to the Custodian's London vault,at the Custodian's cost and risk. The Custodian is a marketmaker, clearer and approved weigher under the rules of the LBMA.

The Custodian, as instructed by the Trustee, is authorized toaccept, on behalf of the Trust, deposits of gold in unallocated form.Acting on standing instructions given by the Trustee, the Custodianallocates gold deposited in unallocated form with the Trust byselecting bars of gold bullion for deposit to the Trust AllocatedAccount from unallocated bars which the Custodian holds or byinstructing a subcustodian to allocate bars from unallocated bars heldby the subcustodian. All gold bullion allocated to the Trust mustconform to the rules, regulations, practices and customs of theLBMA.

The Trustee and the Custodian have entered into theCustody Agreements which establish the Trust Unallocated Account andthe Trust Allocated Account. The Trust Unallocated Account is used tofacilitate the transfer of gold deposits and gold redemptiondistributions between Authorized Participants and the Trust inconnection with the creation and redemption of Baskets and the sales ofgold made by the Trustee for the Trust. Except when gold is transferredin and out of the Trust or when a small amount of gold remains creditedto the Trust Unallocated Account at the end of a business day (which isexpected to be no more than 430 ounces), the gold deposited with theTrust is held in the Trust Allocated Account.

The Custodian isauthorized to appoint from time to time one or more subcustodians tohold the Trust's gold until it can be transported to theCustodian's London vault. The subcustodians that the Custodiancurrently uses are the Bank of England and LBMA market-making membersthat provide bullion vaulting and clearing services to third parties.The Custodian does not have written custody agreements with thesubcustodians it selects. The Custodian's selected subcustodiansmay appoint further subcustodians. These further subcustodians are notexpected to have written custody agreements with the Custodian'ssubcustodians that selected them. The lack of such written contractscould affect the recourse of the Trust and the Custodian against anysubcustodian in the event a subcustodian does not use due care in thesafekeeping of the Trust's gold. See ‘‘RiskFactors—The ability of the Trustee or the Custodian to take legalaction against subcustodians may be limited...’’

TheCustodian is required to use reasonable care in selectingsubcustodians, but otherwise has no responsibility in relation to thesubcustodians appointed by it, and the Custodian is not responsible fortheir selection of further subcustodians. The Custodian does notundertake to monitor the performance by subcustodians of their custodyfunctions or their selection of additional subcustodians. The Custodianis not responsible for the actions or inactions of subcustodians.

Under the Allocated Bullion Account Agreement entered into by theTrustee and the Custodian, the Custodian is responsible for thesafekeeping of the gold held on behalf of the Trust in accordance withthe terms and conditions of the Allocated Bullion Account Agreement andis required to exercise reasonable care in the performance of itsobligations under such agreement. The Custodian is only responsible forany loss or damage suffered by the Trust as a direct result of anynegligence, fraud or willful default in the performance of its duties.The Custodian'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 

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Custodian, provided that the Custodianpromptly notifies the Trustee of its discovery. In the event of a losscaused by the failure of the Custodian or a subcustodian to exercisereasonable care, the Trustee, on behalf of the Trust, has the right toseek recovery with respect to the loss against the Custodian orsubcustodian in breach. The Custodian is obliged under the AllocatedBullion Account Agreement to use commercially reasonable efforts toobtain delivery of gold from those subcustodians appointed by it.However, the Custodian may not have the right to, and does not have theobligation to, seek recovery of the gold from any subcustodianappointed by a subcustodian.

Under the customs and practices ofthe London bullion market, allocated gold is held by custodians and, ontheir behalf, by subcustodians under arrangements that permit eachentity for which gold is being held: (1) to request from theentity's custodian (and a custodian or subcustodian to requestfrom its subcustodian) a list identifying each gold bar being held andthe identity of the particular custodian or subcustodian holding thegold bar and (2) to request the entity's custodian to release theentity's gold within two business days following demand forrelease. Each custodian or subcustodian is obligated under the customsand practices of the London bullion market to provide the bar list andthe identification of custodians and subcustodians referred to in (1)above, and each custodian is obligated to release gold as requested.The Custodian provides the Trustee with statements on a monthly basiswhich contain sufficient information to identify each bar of gold heldin the Trust Allocated Account and the custodian or subcustodian havingpossession of each bar. Under English law, unless otherwise provided inany applicable custody agreement, a custodian generally is liable toits customer for failing to take reasonable care of thecustomer's gold and for failing to release the customer'sgold upon demand.

The Custodian and the Trustee do not requireany direct or indirect subcustodians to be insured or bonded withrespect to their custodial activities. The Custodian maintainsinsurance with regard to its business on such terms and conditions asit considers appropriate. The Trust will not be a beneficiary of anysuch insurance and does not have the ability to dictate the existence,nature or amount of the coverage. Therefore, Shareholders cannot beassured that the Custodian maintains adequate insurance or anyinsurance with respect to the gold held by the Custodian on behalf ofthe Trust.

Allocated Accounts

An allocatedaccount is an account with a bullion dealer, which may also be a bank,to which individually identified gold bars owned by the account holderare credited. The gold bars in an allocated gold account are specificto that account and are identified by a list which shows, for each goldbar, the refiner, assay or fineness, serial number and gross and fineweight. The account holder has full ownership of the gold bars and,except as instructed by the account holder, the bullion dealer may nottrade, lease or lend the bars.

Unallocated Accounts

An unallocated account is an account with a bullion dealer, whichmay also be a bank, to which a fine weight amount of gold is credited.Transfers to or from an unallocated account are made by crediting ordebiting the number of ounces of gold being deposited or withdrawn.Gold held in an unallocated account is not segregated from theCustodian's assets. The account holder therefore has no ownershipinterest in any specific bars of gold that the bullion dealer holds orowns. The account holder is an unsecured creditor of the bulliondealer, and credits to an unallocated account are at risk of thebullion dealer's insolvency, in which event it may not bepossible for a liquidator to identify any gold held in an unallocatedaccount as belonging to the account holder rather than to the bulliondealer. The account holder is entitled to direct the bullion dealer todeliver an amount of physical gold equal to the amount of gold standingto the credit of the account holder. When delivering gold, the bulliondealer allocates physical gold from its general stock to the accountholder with a corresponding debit being made to the amount of goldcredited to the unallocated account.

Transfers ofGold

For each creation of a Basket, gold is transferred to theTrust by a debit to an Authorized Participant Unallocated Account and acredit to the Trust Unallocated Account. After gold has been firstcredited 

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to an Authorized Participant UnallocatedAccount in connection with the creation of a Basket, the Custodiantransfers the credited amount from the Authorized ParticipantUnallocated Account to the Trust Unallocated Account. The Custodianthen allocates specific bars of gold from unallocated bars which theCustodian holds or instructs a subcustodian to allocate specific barsof gold from unallocated bars held by or for the subcustodian, so thatthe total of the allocated gold bars represents the amount of goldcredited to the Trust Unallocated Account to the extent such amount isrepresentable by whole bars. The amount of gold represented by theallocated gold bars is debited from the Trust Unallocated Account andthe allocated gold bars are credited to and held in the Trust AllocatedAccount. The bars of gold may be held directly by the Custodian or byor for a subcustodian of the Custodian. The Custodian will usecommercially reasonable efforts to promptly transport gold that hasbeen allocated in the vault of a subcustodian to the Custodian'sLondon vault. The transport of the gold is at the Custodian'scost and risk. The Custodian updates its records at the end of eachbusiness day to identify the specific bars of gold allocated to theTrust.

The process of withdrawing gold from the Trust for aredemption of a Basket follows the same general procedure as fordepositing gold with the Trust for a creation of a Basket, only inreverse. Each transfer of gold between the Trust Allocated Account andthe Trust Unallocated Account connected with a creation or redemptionof a Basket may result in a small amount of gold being held in theTrust Unallocated Account after the completion of the transfer. Inmaking deposits and withdrawals between the Trust Allocated Account andthe 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 Account as of the last business dayof each month. 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.

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Subcustodians

Under theAllocated Bullion Account Agreement, the Custodian may employsubcustodians to provide temporary custody and safekeeping of golduntil transported to the Custodian's London vault premises. Thesesubcustodians may in turn select other subcustodians to perform suchtemporary custody and safekeeping, but the Custodian is not responsiblefor (and therefore has no liability in relation to) the selection ofthose other subcustodians. The Allocated Bullion Account Agreementrequires the Custodian to use reasonable care in selecting anysubcustodian and provides that, except for the Custodian'sobligation to use commercially reasonable efforts to obtain delivery ofgold held by subcustodians, the Custodian will not be liable for theacts or omissions, or for the solvency, of any subcustodian that itselects unless the selection of that subcustodian was made negligentlyor in bad faith. The subcustodians selected and used by the Custodianas of the date of this report are: The Bank of England, Brinks Ltd.,Via Mat International and LBMA market-making members that providebullion vaulting and clearing services to third parties. The AllocatedBullion Account Agreement provides that the Custodian will notify theTrustee if it selects any additional subcustodians or stops using anysubcustodian it has previously selected.

Location andSegregation of Gold; Access

Gold held for the Trust AllocatedAccount will be held by the Custodian in its own London vault premisesexcept when the gold has been allocated in the vault of a subcustodian,and in such cases the Custodian has agreed that it will usecommercially reasonable efforts promptly to transport the gold from thesubcustodian's vault to the Custodian's London vault, atthe Custodian's cost and risk. Nevertheless, there will beperiods of time when some portion of the Trust's gold will beheld by one or more subcustodians appointed by the Custodian or by asubcustodian of such subcustodian. Gold held by the Custodian'scurrently selected subcustodians and by subcustodians of subcustodiansmay be held in vaults located in England or in other locations.

The Custodian segregates by identification in its books and recordsthe Trust's gold in the Trust Allocated Account from any othergold which it owns or holds for others and requires the subcustodiansit selects to so segregate the Trust's gold held temporarily bythem. This requirement reflects the current custody practice in theLondon bullion market, and under the Allocated Bullion AccountAgreement, the Custodian is deemed to have communicated suchrequirement by virtue of its participation in the London bullionmarket. The Custodian's books and records identify every bar ofgold held in the Trust Allocated Account in its own vault by refiner,assay or fineness, serial number and gross and fine weight.Subcustodians selected by the Custodian are expected to identify intheir books and records each bar of gold held temporarily for theCustodian by serial number and such subcustodians may use otheridentifying information.

The Trustee may, upon reasonablenotice, visit the Custodian's premises up to twice a year andexamine the Trust's gold held there and the Custodian'srecords concerning the Trust Allocated Account and the TrustUnallocated Account. The Trust's independent registered publicaccountant may also visit the Custodian's premises in connectionwith their audit of the financial statements of the Trust.

Transfers into the Trust Unallocated Account

The Custodiancredits to the Trust Unallocated Account the amount of gold it receivesfrom the Trust Allocated Account, an Authorized Participant UnallocatedAccount or from other third party unallocated accounts for credit tothe Trust Unallocated Account. Unless otherwise agreed by the Custodianin writing, the only gold the Custodian will accept in physical formfor credit 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 

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only be made, (1) by transferring gold to athird party unallocated account, (2) by transferring gold to the TrustAllocated Account, or (3) by either (A) making gold available forcollection 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, or Custody Rules, or in such other formas may be agreed between the Trustee and the Custodian, and in allcases will 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 its reasonableopinion, (1) this would cause the Custodian or its agents to be inbreach of the Custody Rules or other applicable law, court order orregulation, (2) the costs incurred would be excessive or (3) deliveryis impracticable for any reason. When gold is physically withdrawn fromthe Trust Allocated Account pursuant to the Trustee'sinstruction, all right, title, risk and interest in and to the goldwithdrawn shall pass to the person to whom or to or for whose accountsuch gold is transferred, delivered or collected at the time therecipient or its agent acknowledges in writing its receipt of gold.Unless the Trustee specifies the bars of gold to be debited from theTrust Allocated Account, the Custodian is entitled to select the goldbars.

Right to Refuse Transfers or Amend TransferProcedures

The Custodian may refuse to accept transfers of goldto the Trust Unallocated Account, amend the procedures for transferringgold to or from the Trust Unallocated Account or for the physicalwithdrawal of gold from the Trust Unallocated Account or the TrustAllocated Account or impose such additional procedures in relation tothe transfer of gold to or from the Trust Unallocated Account as theCustodian may from time to time consider appropriate. The Custodianwill notify the Trustee within a commercially reasonable time beforethe Custodian amends these procedures or imposes additional ones, and,in doing so, the Custodian will consider the Trustee's need tocommunicate any changes to Authorized Participants and others.

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Fees and Expenses

For theCustodian's services under the Allocated Bullion AccountAgreement and in connection with the Custodian's processing oforders to create and redeem Baskets, the Custodian currently receivesfrom the Trust a fee that is computed at an annual rate equal to0.10% 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 0.06% 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's fee is payable monthly in arrears. This fee includesany UK value added or similar tax should any such tax apply. If theTrust uses an additional or successor custodian, the fee paid to suchcustodian may not include any applicable UK value added or similartax.

The Custodian receives no fee under the Unallocated BullionAccount Agreement. The Trust pays on demand all costs, charges andexpenses incurred by the Custodian in connection with the performanceof its duties and obligations under the Custody Agreements or otherwisein connection with the gold held in the Trust Allocated Account or theTrust Unallocated Account.

Trust Unallocated Account Credit andDebit Balances

No interest will be paid by the Custodian on anycredit balance to the Trust Unallocated Account. Unless otherwiseagreed to by the Trustee and the Custodian, the Trustee may notmaintain a negative balance in the Trust Unallocated Account.

Exclusion of Liability

The Custodian will use reasonablecare in the performance of its duties under the Custody Agreements andis only responsible for any loss or damage suffered by the Trust as adirect result of any negligence, fraud or willful default in theperformance of its duties. The Custodian's liability under theAllocated Bullion Account Agreement is further limited to the marketvalue of the gold held in the Trust Allocated Account at the time suchnegligence, fraud or willful default is discovered by the Custodian,provided that the Custodian promptly notifies the Trustee of itsdiscovery. The Custodian's liability under the UnallocatedBullion Account Agreement is further limited to the amount of the goldcredited to the Trust Unallocated Account at the time such negligence,fraud or willful default is discovered by the Custodian, provided thatthe Custodian promptly notifies the Trustee of its discovery.

Furthermore, the Custodian has no duty to make or take or to requireany subcustodian selected by it to make or take any specialarrangements or precautions beyond those required by the Custody Rulesor as specifically set forth in the Custody Agreements.

Indemnity

The Trust will, solely out of the Trust'sassets, indemnify the Custodian and each of its officers, directors,employees and affiliates (on an after tax basis) on demand against allcosts and expenses, damages, liabilities and losses which the Custodianor any such officer, director, employee or affiliate may suffer orincur in connection with the Custody Agreements, except to the extentthat such sums are due directly to the Custodian's or suchofficer'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.

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Termination

The Trustee and theCustodian may each terminate any Custody Agreement upon 90 businessdays' prior notice. The Custody Agreements will also terminate 90business days after the resignation or removal of the Trustee unless:(1) a successor trustee of the Trust is appointed prior to the end ofthe 90 business day period or (2) the full liquidation of the Trust isstarted within the 90 business day period and the Trustee requests thatthe Custodian continue the Custody Agreements in effect until theliquidation of the Trust is complete. If either the Allocated BullionAccount Agreement or the Unallocated Bullion Account Agreement isterminated, the other agreement automatically terminates.

Ifredelivery arrangements for the gold held in the Trust AllocatedAccount are not made, the Custodian may continue to store the gold andcharge storage fees and expenses incurred by the Custodian, and, aftersix months from the termination date, the Custodian may sell the goldand account to the Trustee for the proceeds, less any amounts due tothe Custodian under the Allocated Bullion Account Agreement. Ifarrangements for transfer or repayment, as the case may be, of thebalance in the Trust Unallocated Account are not made, the Custodianmay continue to charge expenses incurred by the Custodian, and, aftersix months from the termination date, the Custodian may close the TrustUnallocated Account and account to the Trustee for the proceeds, lessany amounts due to the Custodian under the Unallocated Account BullionAgreement.

Governing Law

The Custody Agreements aregoverned by English law. The Trustee and the Custodian both consent tothe non-exclusive jurisdiction of the courts of the State of New Yorkand the 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 cashrepresented by the Baskets being created or redeemed, the amount ofwhich is based on the combined NAV of the number of Shares included inthe Baskets being created or redeemed determined on the day the orderto create or redeem Baskets is properly received.

AuthorizedParticipants are the only persons that may place orders to create andredeem Baskets. Authorized Participants must be: (1) registeredbroker-dealers or other securities market participants, such as banksand other financial institutions, which are not required to register asbroker-dealers to engage in securities transactions, and (2) DTCParticipants. To become an Authorized Participant, a person must enterinto a Participant Agreement with the Sponsor and the Trustee. TheParticipant Agreement provides the procedures for the creation andredemption of Baskets and for the delivery of the gold and any cashrequired for such creations and redemptions. The Participant Agreementand the related procedures attached thereto may be amended by theTrustee and the Sponsor, without the consent of any Shareholder orAuthorized Participant. Authorized Participants pay a transaction feeof $2,000 to the Trustee for each order they place to create or redeemone or more Baskets. Authorized Participants who make deposits with theTrust in exchange for Baskets receive no fees, commissions or otherform of compensation or inducement of any kind from either the Sponsoror the Trust, and no such person has any obligation or responsibilityto the Sponsor or the Trust to effect any sale or resale of Shares.

Authorized Participants are cautioned that some of their activitieswill result in their being deemed participants in a distribution in amanner which would render them statutory underwriters and subject themto the prospectus-delivery and liability provisions of the SecuritiesAct, as described in ‘‘Plan ofDistribution.’’

Prior to initiating any creation orredemption order, an Authorized Participant must have entered into anagreement with the Custodian to establish an Authorized ParticipantUnallocated Account in 

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London, or a Participant Unallocated BullionAccount Agreement. Authorized Participant Unallocated Accounts may onlybe used for transactions with the Trust. Gold held in AuthorizedParticipant Unallocated Accounts is not segregated from theCustodian's assets, as a consequence of which an AuthorizedParticipant will have no proprietary interest in any specific bars ofgold held by the Custodian. Credits to its Authorized ParticipantUnallocated Account are therefore at risk of the Custodian'sinsolvency. No fees will be charged by the Custodian for the use of theAuthorized Participant Unallocated Account as long as the AuthorizedParticipant Unallocated Account is used solely for gold transfers toand from the Trust Unallocated Account and the Custodian (or one of itsaffiliates) receives compensation for maintaining the Trust AllocatedAccount. Authorized Participants should be aware that theCustodian's liability threshold under the Participant UnallocatedBullion Account Agreement is gross negligence, not negligence, which isthe Custodian's liability threshold under the Trust'sCustody Agreements.

As the terms of the Participant UnallocatedBullion Account Agreement differ in certain respects from the terms ofthe Trust's Unallocated Bullion Account Agreement, potentialAuthorized Participants should review the terms of the ParticipantUnallocated Bullion Account Agreement carefully. The form ofParticipant Unallocated Bullion Account Agreement is attached as anattachment to the Participant Agreement. A copy of the ParticipantAgreement may be obtained by potential Authorized Participants from theTrustee.

Certain Authorized Participants are expected to havethe facility to participate directly in the gold bullion market and thegold futures market. In some cases, an Authorized Participant may fromtime to time acquire gold from or sell gold to its affiliated goldtrading desk, which may profit in these instances. The Sponsor believesthat the size and operation of the gold bullion market make it unlikelythat an Authorized Participant's direct activities in the gold orsecurities markets will impact the price of gold or the price of theShares. Each Authorized Participant must be registered as abroker-dealer under the Securities Exchange Act of 1934, or theExchange Act, and regulated by the NASD, or will be exempt from beingor otherwise will not be required to be so regulated or registered, andwill be qualified to act as a broker or dealer in the states or otherjurisdictions where the nature of its business so requires. CertainAuthorized Participants may be regulated under federal and statebanking laws and regulations. Each Authorized Participant will have itsown set of rules and procedures, internal controls and informationbarriers as it determines is appropriate in light of its own regulatoryregime.

Authorized Participants may act for their own accountsor as agents for broker-dealers, custodians and other securities marketparticipants that wish to create or redeem Baskets. An order for one ormore Baskets may be placed by an Authorized Participant on behalf ofmultiple clients. As of the date of this report, Bear Hunter StructuredProducts LLC, Bear, Stearns & Co. Inc., BMO Capital Markets Corp.,CIBC World Markets Corp., Citigroup Global Markets Inc., Credit SuisseSecurities (USA) LLC, Deutsche Bank Securities Inc., EWT, LLC, Goldman,Sachs & Co., Goldman Sachs Execution & Clearing, L.P., HSBCSecurities (USA) Inc., J.P. Morgan Securities Inc., Lehman BrothersInc., Merrill Lynch Professional Clearing Corp., RBC Capital MarketsCorporation and UBS Securities LLC, have each signed a ParticipantAgreement with the Trust and, upon the effectiveness of such agreement,may create and redeem Baskets as described above. Persons interested inpurchasing Baskets should contact the Sponsor or the Trustee to obtainthe contact information for the Authorized Participants. Shareholderswho are not Authorized Participants will only be able to redeem theirShares through an Authorized Participant.

All gold must bedelivered to the Trust and distributed by the Trust in unallocated formthrough credits and debits between Authorized Participant UnallocatedAccounts and the Trust Unallocated Account. Gold transferred from anAuthorized Participant Unallocated Account to the Trust in unallocatedform is first credited to the Trust Unallocated Account. Thereafter,the Custodian allocates specific bars of gold representing the amountof gold 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.

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All gold bullion represented by a creditto any Authorized Participant Unallocated Account and to the TrustUnallocated Account and all gold bullion held in the Trust AllocatedAccount with the Custodian must be of at least a minimum fineness (orpurity) of 995 parts per 1,000 (99.5%) and otherwise conform tothe 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 must be placed by 4:00 PM or the close of regulartrading on the NYSE, whichever is earlier. The day on which the Trusteereceives a valid purchase order is the purchase order date.

Byplacing a purchase order, an Authorized Participant agrees to depositgold with the Trust, or a combination of gold and cash, as describedbelow. Prior to the delivery of Baskets for a purchase order, theAuthorized 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, or a Creation Basket Deposit, is anamount of gold and cash, if any, that is in the same proportion to thetotal assets of the Trust (net of estimated accrued but unpaid fees,expenses and other liabilities) on the date the order to purchase isproperly received as the number of Shares to be created under thepurchase order is in proportion to the total number of Sharesoutstanding on the date the order is received. The Sponsor anticipatesthat in the ordinary course of the Trust's operations a cashdeposit will not be required for the creation of Baskets.

Theamount of the required gold deposit is determined by dividing thenumber of ounces of gold held by the Trust by the number of Basketsoutstanding, as adjusted for estimated accrued but unpaid fees andexpenses as described in the next paragraph.

The amount of anyrequired cash deposit is determined as follows. The estimated unpaidfees, expenses and liabilities of the Trust accrued through thepurchase order date are subtracted from any cash held or receivable bythe Trust as of the purchase order date. The remaining amount isdivided by the number of Shares outstanding immediately before thepurchase order date and then multiplied 

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by the number of Shares being createdpursuant to the purchase order. If the resulting amount is positive,this amount is the required cash deposit. If the resulting amount isnegative, the amount of the required gold deposit is reduced by thenumber of fine ounces of gold equal in value to that resulting amount,determined at the price of gold used in calculating the NAV of theTrust on the purchase order date. Fractions of a fine ounce of goldsmaller than 0.001 of a fine ounce which are included in the golddeposit amount are disregarded. All questions as to the composition ofa Creation Basket Deposit are finally determined by the Trustee. TheTrustee's determination of the Creation Basket Deposit shall befinal and binding on all persons interested in the Trust.

Delivery of Required Deposits

An Authorized Participant whoplaces a purchase order is responsible for crediting its AuthorizedParticipant Unallocated Account with the required gold deposit amountby the end of the second business day in London following the purchaseorder date. Upon receipt of the gold deposit amount, the Custodian,after receiving appropriate instructions from the AuthorizedParticipant and the Trustee, will transfer on the third business dayfollowing the purchase order date the gold deposit amount from theAuthorized Participant Unallocated Account to the Trust UnallocatedAccount and the Trustee will direct DTC to credit the number of Basketsordered to the Authorized Participant's DTC account. The expenseand risk of delivery, ownership and safekeeping of gold until such goldhas been received by the Trust shall be borne solely by the AuthorizedParticipant. The Trustee may accept delivery of gold by such othermeans as the Sponsor, from time to time, may determine to be acceptablefor the Trust, provided that the same is disclosed in a prospectusrelating to the Trust filed with the SEC pursuant to Rule 424 under theSecurities Act. If gold is to be delivered other than as describedabove, the Sponsor is authorized to establish such procedures and toappoint such custodians and establish such custody accounts in additionto those described in this report as the Sponsor determines to bedesirable.

Acting on standing instructions given by the Trustee,the Custodian will transfer the gold deposit amount from the TrustUnallocated Account to the Trust Allocated Account by allocating to theTrust Allocated Account specific bars of gold from unallocated barswhich the Custodian holds or instructing a subcustodian to allocatespecific bars of gold from unallocated bars held by or for thesubcustodian. The Custodian will use commercially reasonable efforts tocomplete the transfer of gold to the Trust Allocated Account prior tothe time 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 |

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|  |              |                                                                                                                                                                |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Circumstancesoutside the control of the Trustee, the Sponsor or the Custodian makeit, for all practical purposes, not feasible to process creations ofBaskets. |

None of the Trustee, the Sponsor or the Custodian willbe liable for the rejection of any purchase order or Creation BasketDeposit.

Redemption Procedures

The procedures by whichan Authorized Participant can redeem one or more Baskets mirror theprocedures for the creation of Baskets. On any business day, anAuthorized Participant may place an order with the Trustee to redeemone or more Baskets. Redemption orders must be placed by 4:00 PM or theclose of regular trading on the NYSE, whichever is earlier. Aredemption order so received is effective on the date it is received insatisfactory form by the Trustee. The redemption procedures allowAuthorized Participants to redeem Baskets and do not entitle anindividual Shareholder to redeem any Shares in an amount less than aBasket, or to redeem Baskets other than through an AuthorizedParticipant.

By placing a redemption order, an AuthorizedParticipant agrees to deliver the Baskets to be redeemed throughDTC's book-entry system to the Trust not later than the thirdbusiness day following the effective date of the redemption order.Prior to the delivery of the redemption distribution for a redemptionorder, the Authorized Participant must also have wired to the Trusteethe non-refundable transaction fee due for the redemption order.

Determination of Redemption Distribution

The redemptiondistribution from the Trust consists of a credit to the redeemingAuthorized Participant's Authorized Participant UnallocatedAccount representing the amount of the gold held by the Trust evidencedby the Shares being redeemed plus, or minus, the cash redemptionamount. The cash redemption amount is equal to the value of all assetsof the Trust other than gold less all estimated accrued but unpaidexpenses and other liabilities, divided by the number of Basketsoutstanding and multiplied by the number of Baskets included in theAuthorized Participant's redemption order. The Trusteedistributes any positive cash redemption amount through DTC to theaccount of the Authorized Participant as recorded on DTC's bookentry system. If the cash redemption amount is negative, the credit tothe Authorized Participant Unallocated Account is reduced by the numberof ounces of gold equal in value to the negative cash redemptionamount, determined at the price of gold used in calculating the NAV ofthe Trust on the redemption order date. The Sponsor anticipates that inthe ordinary course of the Trust's operations there will be nocash distributions made to Authorized Participants upon redemptions.Fractions of a fine ounce of gold included in the redemptiondistribution smaller than 0.001 of a fine ounce are disregarded.Redemption distributions are subject to the deduction of any applicabletax or other governmental charges which may be due.

Delivery ofRedemption Distribution

The redemption distribution due fromthe Trust is delivered to the Authorized Participant on the thirdbusiness day following the redemption order date if, by 9:00 AM NewYork time on such third business day, the Trustee's DTC accounthas been credited with the Baskets to be redeemed. If theTrustee's DTC account has not been credited with all of theBaskets to be redeemed by such time, the redemption distribution isdelivered to the extent of whole Baskets received. Any remainder of theredemption distribution is delivered on the next business day to theextent of remaining whole Baskets received if the Trustee receives thefee applicable to the extension of the redemption distribution datewhich the Trustee may, from time to time, determine and the remainingBaskets to be redeemed are credited to the Trustee's DTC accountby 9:00 AM New York time on such next business day. Any furtheroutstanding amount of the the redemption order shall be cancelled. TheTrustee is also authorized to deliver the redemption distributionnotwithstanding that the Baskets to be redeemed are not credited to theTrustee's DTC account by 9:00 AM New York time on the thirdbusiness day following the redemption order date if the AuthorizedParticipant has collateralized its 

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obligation to deliver the Baskets throughDTC's book entry system on such terms as the Sponsor and theTrustee may from time to time agree upon.

The Custodiantransfers the redemption gold amount from the Trust Allocated Accountto the Trust Unallocated Account and, thereafter, to the redeemingAuthorized Participant's Authorized Participant UnallocatedAccount. The Authorized Participant and the Trust are each at risk inrespect of gold credited to their respective unallocated accounts inthe 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.

Creation andRedemption Transaction Fee

To compensate the Trustee forservices in processing the creation and redemption of Baskets, anAuthorized Participant is required to pay a transaction fee to theTrustee of $2,000 per order to create or redeem Baskets. An order mayinclude multiple Baskets. The transaction fee may be reduced, increasedor otherwise changed by the Trustee with the consent of the Sponsor.The Trustee shall notify DTC of any agreement to change the transactionfee and will not implement any increase in the fee for the redemptionof Baskets until 30 days after the date of the notice. A transactionfee may not exceed 0.10% of the value of a Basket at the timethe creation and redemption order is accepted.

TaxResponsibility

Authorized Participants are responsible for anytransfer tax, sales or use tax, recording tax, value added tax orsimilar tax or governmental charge applicable to the creation orredemption of Baskets, regardless of whether or not such tax or chargeis imposed directly on the Authorized Participant, and agree toindemnify the Sponsor, the Trustee and the Trust if they are requiredby law to pay any such tax, together with any applicable penalties,additions to tax or interest thereon.

Description of the TrustIndenture

The Trust operates under the terms of the TrustIndenture, dated as of November 12, 2004, between the Sponsor and theTrustee. A copy of the Trust Indenture is available for inspection atthe Trustee's office. The following is a description of thematerial terms of the Trust Indenture.

The Sponsor

Thissection summarizes some of the important provisions of the TrustIndenture which apply to the Sponsor. For a general description of theSponsor's role concerning the Trust, see ‘‘TheSponsor—The Sponsor's Role.’’

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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.

If the Sponsor fails to undertake or perform or becomes incapable ofundertaking or performing any of its duties required under the TrustIndenture, and the failure is not cured within 15 business daysfollowing receipt of notice from the Trustee of the failure, or if theSponsor is adjudged bankrupt or insolvent, or a receiver of the Sponsoror of its property is appointed, or a trustee or liquidator or anypublic officer takes charge or control of the Sponsor or of itsproperty or affairs for the purpose of rehabilitation, conservation orliquidation, then, in any such case, the Trustee may do any one or moreof the following: (1) appoint a successor sponsor to assume, with suchcompensation from the Trust as the Trustee may deem reasonable underthe circumstances, the duties and obligations of the resigning

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Sponsor, (2) agree to act as sponsor withoutappointing a successor sponsor, or (3) terminate and liquidate theTrust 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, or the Code, to apply, a banking institution asdefined in Code section 408(n). The Trustee and any successor trusteemust have, 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. TheTrustee may also employ custodians for Trust assets other than gold,agents, attorneys, accountants, auditors and other professionals andshall not be answerable for the default or misconduct of any of them ifthey were selected with reasonable care. The fees and expenses chargedby custodians for the custody of gold and related services, agents,attorneys, accountants, auditors or other professionals, and expensesreimbursable to any custodian under a custody agreement authorized bythe Trust Indenture, exclusive of fees for services to be performed bythe Trustee, are expenses of the Trust. Fees paid for the custody ofassets other than gold are an expense of the Trustee.

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Taxes

The Trustee is notpersonally liable for any taxes or other governmental charges imposedupon the gold or its custody, moneys or other Trust assets, or on theincome therefrom or the sale or proceeds of the sale thereof, or uponit as Trustee or upon or in respect of the Trust or the Shares. For allsuch taxes and charges and for any expenses, including counsel'sfees, which the Trustee may sustain or incur with respect to such taxesor charges, the Trustee will be reimbursed and indemnified out of theTrust's assets and the payment of such amounts shall be securedby a lien on the Trust.

Indemnification of the Trustee

The Trustee and its directors, shareholders, officers, employees,agents and affiliates will be indemnified from the Trust's assetsagainst any loss, liability or expense: (1) in connection with theacceptance or administration of the Trust and any actions taken inaccordance with the Trust Indenture or the administration of the Trustor in connection with any offer or sale of Shares incurred without (A)gross negligence, bad faith, willful misconduct and willful malfeasanceon the part of the indemnified party and without (B) reckless disregardon the part of the indemnified party of its obligations and dutiesunder the Trust Indenture or (2) related to any filings or submissions,or the failure to make any filings or submissions, with the SECconcerning the Shares, except where the loss, liability or expensearises out of any written information provided by the Trustee to theSponsor for any such filings or submissions. Such indemnity shallinclude payment from the Trust of the costs and expenses incurred bythe indemnified party in investigating or defending itself against anyclaim or liability. Any amounts payable to an indemnified party may bepayable in advance or will be secured by a lien on the Trust.

Indemnity for Actions Taken to Protect the Trust

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

Protection for Amounts Due to Trustee

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

Holding of Trust PropertyOther than Gold

The Trustee holds and records the ownership ofthe Trust's assets in such a manner so that they are not subjectto any right, charge, security interest, lien or claim of any kind infavor of the Trustee or its creditors, except a claim for payment ofservices, advances, indemnities and expenses by the Trustee inproviding services as trustee or, in the case of cash deposits held bythe Trustee, liens or rights in favor of creditors of the Trusteearising under bankruptcy, insolvency or similar laws.

TheTrustee holds any money the Trust receives, without interest, as adeposit for the account of the Trust in accordance with the provisionsof the Trust Indenture, until it is required to be disbursed. Any Trustassets other than gold or cash will be held by the Trustee eitherdirectly or through the Federal Reserve Treasury Book Entry System forUnited States and federal agency securities, or Book Entry System, DTC,or through any other clearing agency or similar system, or ClearingAgency, if available. The Trustee has no responsibility or liabilityfor the actions or omissions of the Book Entry System, DTC or anyClearing Agency. The Trustee shall not be liable for ascertaining oracting upon any calls, conversions, exchange offers, tenders, interestrate changes, or similar matters relating to securities held atDTC.

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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.

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 

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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, or Evaluation Time, the Trustee evaluatesthe gold held by the Trust and determine both the ANAV and the NAV ofthe Trust.

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 the gold and all other assets of the Trust (other than anyamounts credited to the Trust's reserve account, if established).The resulting figure is the ANAV of the Trust. The ANAV of the Trust isused to compute the fees of the Sponsor, the Trustee and the MarketingAgent.

To determine the Trust's NAV, the Trustee subtractsthe amount of estimated accrued but unpaid fees accruing for theevaluation day which are computed by reference to the ANAV of the Trustand to the value of the gold held by the Trust from the ANAV of theTrust. The resulting figure is the NAV of the Trust. The Trustee alsodetermines the NAV per Share by dividing the NAV of the Trust by thenumber of the Shares outstanding as of the close of trading on the NYSE(which includes the net number of any Shares created or redeemed onsuch evaluation day).

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The Trustee's estimation of accruedbut unpaid fees, expenses and liabilities is conclusive upon allpersons interested in the Trust and no revision or correction in anycomputation made under the Trust Indenture is required by reason of anydifference in amounts estimated from those actually paid.

TheSponsor and the Shareholders may rely on any evaluation furnished bythe Trustee, and the Sponsor has no responsibility for theevaluation's accuracy. The determinations the Trustee makes willbe made in good faith upon the basis of, and the Trustee will not beliable for any errors contained in, information reasonably available toit. The Trustee will not be liable to the Sponsor, DTC, theShareholders or any other person for errors in judgment. However, thepreceding liability exclusion will not protect the Trustee against anyliability resulting from willful misfeasance, willful misconduct, badfaith or gross negligence in the performance of its duties or thereckless disregard of its obligations and duties.

Expenses ofthe Trust

All expenses of the Trust are paid by the Trustthrough the sale of the Trust's gold by the Trustee. The Trusteecharged no fee and assumed the Trust's operating expenses (otherthan extraordinary expenses) for the period from the Trust'sformation through the day the Shares commenced trading on the NYSE.

Trustee's Fee and Expenses

Fees are paid to theTrustee as compensation for services performed under the TrustIndenture. The Trustee's fee is payable monthly in arrears and isaccrued daily at an annual rate equal to 0.02% of the ANAV ofthe Trust, subject to a minimum fee of $500,000 and a maximum fee of $2million per year. 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's fee may be changed by the Trustee and Sponsor in goodfaith to account for significant changes in the Trust'sadministration or the Trustee's duties.

Sponsor'sFee and Expenses

Fees are paid to the Sponsor as compensationfor services performed under the Trust Indenture and services inconnection with maintaining a website for the Trust, includinglicensing costs, and with the marketing of the Shares. TheSponsor's fee is payable monthly in arrears and is accrued dailyat an annual rate equal to 0.15% of the ANAV of the Trust. TheSponsor is reimbursed from the Trust for all of its disbursements andexpenses incurred in connection with the Trust. For seven years fromthe date 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 Sponsor's fee is subject to reduction. See‘‘Business of the Trust—Trust Expenses—FeeReduction.’’

Other Expenses

In addition,the following 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; |

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|  |              |                                                                                                                                                                                                                                  |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Amountsfor reimbursement 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.

Cash Account and Reserve Account

The Trusteemaintains a cash account for the Trust in which proceeds of gold salesand other cash received by the Trustee on behalf of the Trust are held.On each business day, the Trustee reports the balance of the cashaccount to the Sponsor. The Trustee may withdraw funds from the cashaccount 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 ‘‘clearing 

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corporation’’ within the meaningof the New York Uniform Commercial Code, and a ‘‘clearingagency’’ registered pursuant to the provisions of section17A of the Exchange Act. DTC was created to hold securities of DTCParticipants and to facilitate the clearance and settlement oftransactions in such securities among the DTC Participants throughelectronic book-entry changes. This eliminates the need for physicalmovement of securities certificates. DTC Participants includesecurities brokers and dealers, banks, trust companies, clearingcorporations, and certain other organizations, some of whom (and/ortheir representatives) own DTC. Access to the DTC system is alsoavailable to others such as banks, brokers, dealers and trust companiesthat clear through or maintain a custodial relationship with a DTCParticipant, either directly or indirectly. DTC has agreed toadminister its book-entry system in accordance with its rules andby-laws and the requirements of law.

Individual certificateswill not be issued for the Shares. Instead, global certificates aresigned by the Trustee and the Sponsor on behalf of the Trust,registered in the name of Cede & Co., as nominee for DTC, anddeposited with the Trustee on behalf of DTC. The global certificatesevidence 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.

The rightsof the Shareholders generally must be exercised by DTC Participantsacting on their behalf in accordance with the rules and procedures ofDTC. Because the Shares can only be held in book-entry form through DTCand DTC Participants, investors must rely on DTC, DTC Participants andany other financial intermediary through which they hold the Shares toreceive the benefits and exercise the rights described in this section.Investors should consult with their broker or financial institution tofind out about procedures and requirements for securities held inbook-entry form through DTC.

Share Splits

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

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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 when the NAV of the Trust is less than $350 million (as adjustedfor inflation 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; |

|  |              |                                                                                                                                                                                   |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | The Sponsor isunable to perform its duties or becomes bankrupt or insolvent and theTrustee has not appointed a successor and has not itself agreed to actas sponsor of the Trust; |

|  |              |                                                                                                                                                                               |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | 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 the

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Shareholders at least 20 days prior to thetermination of the Trust. The Trustee will, within a reasonable timeafter the termination of the Trust, sell the Trust's gold and,after payment of outstanding accrued fees, expenses and liabilities andestablishment of any reserves deemed appropriate by the Trustee forapplicable taxes, other governmental charges or contingent or futureliabilities, distribute the proceeds to Shareholders. The Trustee isnot required to invest any proceeds it holds for distribution to theShareholders, unless the Sponsor directs that the proceeds will beinvested pending distribution.

Amendments

The TrustIndenture can be amended by the Sponsor and the Trustee without theShareholders' consent in order to: (1) correct any ambiguities,defects or inconsistencies in the Trust Indenture or to address othermatters or questions arising under the Trust Indenture in a manner thatwill not materially adversely affect the interests of Shareholders asdetermined in good faith by the Sponsor, and (2) make any changerequired by the SEC. The Trust Indenture may also be amended by theSponsor and the Trustee with the consent of Shareholders representingat least 51% of the Shares outstanding. However, the TrustIndenture may not be amended without the consent of all of theShareholders if the amendment would (1) permit the acquisition of anyasset other than gold and cash acquired in accordance with the TrustIndenture, (2) reduce the interest of any Shareholder in the Trust, or(3) reduce the percentage of Shareholders required to consent to theamendment. The Trustee shall provide each DTC Participant with copiesof a notice of any amendment for the DTC Participant to distribute tothe Shareholders for whom the DTC Participant holds Shares.

Governing Law; Consent to New York Jurisdiction

The TrustIndenture, and the rights of the Sponsor, the Trustee, DTC (asregistered owner of the Trust's global certificates for Shares)and the Shareholders under the Trust Indenture, are governed by thelaws of the State of New York. The Sponsor, the Trustee and DTC and, byaccepting Shares, each DTC Participant and each Shareholder, consentsto the jurisdiction of the courts of the State of New York and anyfederal courts located in the borough of Manhattan in New York City.Such consent in not required for any person to assert a claim of NewYork jurisdiction over the Sponsor or the Trustee.

UnitedStates Federal Tax Consequences

The following discussion of thematerial United States federal income tax consequences that generallyapply to the purchase, ownership and disposition of Shares by a USShareholder (as defined below), and certain United States federalincome, gift and estate tax consequences that may apply to aninvestment in Shares by a Non-US Shareholder (as defined below),represents, insofar as it describes conclusions as to US federal taxlaw and subject to the limitations and qualifications describedtherein, the opinion of Carter Ledyard & Milburn LLP, specialUnited States federal tax counsel to the Sponsor. The discussion belowis based on the United States Internal Revenue Code of 1986, asamended, or Code, Treasury Regulations promulgated under the Code andjudicial and administrative interpretations of the Code, all as ineffect on the date of this prospectus and all of which are subject tochange either prospectively or retroactively. The tax treatment ofShareholders may vary depending upon their own particularcircumstances. Certain Shareholders (including broker-dealers, tradersor other investors with special circumstances) may be subject tospecial rules not discussed below. In addition, the followingdiscussion applies only to investors who hold Shares as‘‘capital assets’’ within the meaning ofCode section 1221. Moreover, the discussion below does not address theeffect of any state, local or foreign tax law on an owner of Shares.Purchasers of Shares are urged to consult their own tax advisors withrespect to all federal, state, local and foreign tax law considerationspotentially applicable to their investment in Shares.

Forpurposes of this discussion, a ‘‘USShareholder’’ is a Shareholder thatis:

|              |                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------|
| •  | An individual who is treated as acitizen or resident of the United States for US federal income taxpurposes; |

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|              |                                                                                                                  |
|--------------|------------------------------------------------------------------------------------------------------------------|
| •  | A corporationcreated or organized in or under the laws of the United States or anypolitical subdivision thereof; |

|              |                                                                                                                           |
|--------------|---------------------------------------------------------------------------------------------------------------------------|
| •  | Anestate, the income of which is includible in gross income for USfederal income tax purposes regardless of its source;or |

|              |                                                                                                                                                                                                                         |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | A trust, if a court within theUnited 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 willreport the Trust’s income, gains, losses and deductions to theInternal Revenue Service, or IRS, on that basis.

Taxation ofUS Shareholders

Shareholders generally will be treated, forUS federal income tax purposes, as if they directly owned a pro ratashare of the underlying assets held in the Trust. Shareholders alsowill be treated as if they directly received their respective pro ratashares of the Trust’s income, if any, and as if they directlyincurred their respective pro rata shares of the Trust’sexpenses. In the case of a Shareholder that purchases Shares for cash,its initial tax basis in its pro rata share of the assets held in theTrust at the time it acquires its Shares will be equal to its cost ofacquiring the Shares. In the case of a Shareholder that acquires itsShares as part of a creation, the delivery of gold to the Trust inexchange for the underlying gold represented by the Shares will not bea taxable event to the Shareholder, and the Shareholder’s taxbasis and holding period for the Shareholder’s pro rata share ofthe gold held in the Trust will be the same as its tax basis andholding period for the gold delivered in exchange therefor. Forpurposes of this discussion, it is assumed that all of aShareholder’s Shares are acquired on the same date, at the sameprice per Share and, except where otherwise noted, that the sole assetof the Trust is gold.

When the Trust sells gold, for example topay expenses, a Shareholder generally will recognize gain or loss in anamount equal to the difference between (1) the Shareholder’s prorata share of the amount 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, 

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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 areIndividuals

Under current law, gains recognized byindividuals from the sale of‘‘collectibles,’’ including gold bullion,held for more than one year are taxed at a maximum rate of 28%,rather than the 15% rate applicable to most other long-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 anygold bullion which the Shareholder is treated (through its ownership ofShares) as having held for more than one year, generally will be taxedat a maximum rate of 28%. The tax rates for capital gainsrecognized upon the sale of assets held by an individual US Shareholderfor one year or less or by a taxpayer other than an individual UStaxpayer are generally the same as those at which ordinary income istaxed.

Brokerage Fees and Trust Expenses

Anybrokerage or other transaction fee incurred by a Shareholder inpurchasing Shares will be treated as part of the Shareholder’stax basis in the underlying assets of the Trust. Similarly, anybrokerage fee incurred by a Shareholder in selling Shares will reducethe amount realized by the Shareholder with respect to thesale.

Shareholders will be required to recognize gain or lossupon a sale of gold by the Trust (as discussed above), even though someor all of the proceeds of such sale are used by the Trustee to payTrust 

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expenses. Shareholders may deduct theirrespective pro rata shares of each expense incurred by the Trust to thesame extent as if they directly incurred the expense. Shareholders whoare individuals, estates or trusts, however, may be required to treatsome or all of the expenses of the Trust as miscellaneous itemizeddeductions. Individuals may deduct certain miscellaneous itemizeddeductions only to the extent they exceed 2% of adjusted grossincome. In addition, such deductions may be subject to phase-outs andother limitations under applicable provisions of theCode.

Investment by Regulated InvestmentCompanies

Mutual funds and other investment vehicles whichare ‘‘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 RetirementPlans

Code section 408(m) provides that the acquisition of a‘‘collectible’’ by an individual retirementaccount, or 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 informationreturns with the IRS, and provide certain tax-related information toShareholders, in connection with the Trust. Each Shareholder will beprovided with information regarding its allocable portion of theTrust’s annual income (if any) and expenses.

A USShareholder may be subject to US backup withholding tax in certaincircumstances unless it provides its taxpayer identification number andcomplies with certain certification procedures. Non-US Shareholders mayhave to comply with certification procedures to establish that they arenot a US person in order to avoid the information reporting and backupwithholding tax requirements.

The amount of any backupwithholding will be allowed as a credit against a Shareholder’sUS federal income tax liability and may entitle such a Shareholder to arefund, provided that the required information is furnished to theIRS.

Income Taxation of Non-US Shareholders

TheTrust does not expect to generate taxable income except for gain (ifany) upon the sale of gold. A Non-US Shareholder generally will not besubject to US federal income tax with respect to gain recognized uponthe sale or other disposition of Shares, or upon the sale of gold bythe Trust, unless (1) the Non-US Shareholder is an individual and ispresent in the United States for 183 days or more during the taxableyear of the sale or other disposition, and the gain is treated as beingfrom United States sources; or (2) the gain is effectively connectedwith the conduct by the Non-US Shareholder of a trade or business inthe United States and certain other conditions aremet.

Estate and Gift Tax Considerations for Non-USShareholders

Under the US federal tax law, individuals whoare neither citizens nor residents (as determined for estate and gifttax purposes) of the United States are subject to estate tax on allproperty that has a 

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US ‘‘situs.’’Shares may well be considered to have a US situs for these purposes. Ifthey are, then Shares would be includible in the US gross estate of anon-resident alien Shareholder. For the year 2006, US estate tax isimposed at rates of up to 46% of the fair market value of thetaxable estate. The US estate tax rate is subject to change in futureyears. In addition, the US federal ‘‘generation-skippingtransfer tax’’ may apply in certain circumstances. Theestate of a non-resident alien Shareholder who was resident in acountry which has an estate tax treaty with the United States may beentitled to benefit from such treaty.

For non-citizens andnon-residents of the United States, the US federal gift tax generallyapplies only to gifts of tangible personal property or real propertyhaving a US situs. Tangible personal property (including gold) has a USsitus if it is physically located in the United States. Although thematter is not settled, it appears that ownership of Shares should notbe considered ownership of the underlying gold for this purpose, evento the extent that gold were held in custody in the United States.Instead, Shares should be considered intangible property, and thereforethey should not be subject to US gift tax if transferred during theholder’s lifetime.

Such Shareholders are urged to consulttheir tax advisers regarding the possible application of US estate,gift and generation-skipping transfer taxes in their particularcircumstances.

Taxation in Jurisdictions Other than theUnited States

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

ERISA andRelated Considerations

The Employee Retirement Income SecurityAct of 1974, as amended, or ERISA, and/or Code section 4975 imposecertain requirements on employee benefit plans and certain other plansand arrangements, including individual retirement accounts andannuities, Keogh plans, and certain collective investment funds orinsurance company general or separate accounts in which such plans orarrangements are invested, that are subject to ERISA and/or the Code,collectively the Plans, and on persons who are fiduciaries with respectto the investment of assets treated as ‘‘planassets’’ of a Plan. Government plans and some church plansare not subject to the fiduciary responsibility provisions of ERISA orthe provisions of section 4975 of the Code, but may be subject tosubstantially similar rules under state or other federal law.

Incontemplating an investment of a portion of Plan assets in Shares, thePlan fiduciary responsible for making such investment should carefullyconsider, taking into account the facts and circumstances of the Plan,the ‘‘Risk Factors’’ discussed above andwhether such investment is consistent with its fiduciaryresponsibilities, including, but not limited to (1) whether thefiduciary 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.’’

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Item 1A.    RiskFactors

You should consider carefully the risksdescribed below before making an investment decision. You shouldalso refer to the other information included in this report, includingthe Trust'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 thegradual decline in the amount of gold represented by the Shares willoccur regardless of whether the trading price of the Shares rises orfalls in response to changes in the price of gold. The estimatedordinary operating expenses of the Trust, which accrue daily commencingafter the first day of trading of the Shares on the NYSE, are describedin ‘‘Business of the Trust—TrustExpenses’’ and ‘‘Description of the TrustIndenture—Expenses of the Trust.’’

When the seven year fee reduction period terminates orexpires, the estimated ordinary expenses payable by the Trust mayincrease, thus reducing the NAV of the Trust more rapidly and adverselyaffecting an investment in the Shares.

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, based on the Trust's current level ofexpenses, if the gross value of the Trust's assets is less thanapproximately $500 million, the ordinary expenses of the Trust will beaccrued at a rate greater than 0.40% per year of the daily ANAVof the Trust, even after the Sponsor and the Marketing Agent havecompletely reduced their combined fees of 0.30% per year of thedaily ANAV of the Trust. This amount is based on the estimated ordinaryexpenses of the Trust described in ‘‘Business of theTrust—Trust Expenses’’ and may be higher if theTrust's actual ordinary expenses exceed those estimates.Additionally, if the Trust incurs unforeseen expenses that cause thetotal ordinary expenses of the Trust to exceed 0.70% per year ofthe daily ANAV of the Trust, the ordinary expenses will accrue 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.

Upon the end of the seven year period or the earliertermination of the Marketing Agent Agreement, the fee reduction willexpire and the estimated ordinary expenses of the Trust which arepayable from the assets of the Trust each month may be more than theywould have been during the period when the fee reduction is in effect,thus reducing the NAV of the Trust more rapidly than if the feereduction was in effect and adversely affecting the value of theShares.

The estimated ordinary operating expenses of the Trust,which accrue daily, are described in ‘‘Business of theTrust—Trust Expenses’’ and ‘‘Descriptionof the Trust Indenture—Expenses of the Trust.’’ Fordetails on the calculation of the ANAV of the Trust, see‘‘Description of the Trust Indenture—Valuationof Gold, Definition of Net Asset Value and Adjusted Net AssetValue.’’

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

The Trustee sells gold held by the Trustto pay Trust expenses on an as-needed basis irrespective ofthen-current gold prices. The Trust is not actively managed and noattempt will be made to buy or sell gold to protect against or to takeadvantage of fluctuations in the price of gold. Consequently, theTrust's gold may be sold at a time when the gold price is low,resulting in a negative effect on the value of the Shares.

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

Purchasing activity associated with acquiring thegold required for deposit into the Trust in connection with thecreation of Baskets may temporarily increase the market price of gold,which will result in higher prices for the Shares. Temporary increasesin the market price of gold may also occur as a result of thepurchasing activity of other market participants. Other marketparticipants may attempt to benefit from an increase in the marketprice of gold that may result from increased purchasing activity ofgold connected with the issuance of Baskets. Consequently, the marketprice of gold may decline immediately after Baskets are created. If theprice of gold declines, the trading price of the Shares will alsodecline.

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As the Sponsor and its managementhave a limited history of operating an investment vehicle like theTrust, 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 relatively new securities product and their value coulddecrease if unanticipated operational or trading problems arise.

The mechanisms 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 or CEA.

The Trust is notregistered as an investment company under the Investment Company Act of1940 and is not required to register under such act. Consequently,Shareholders do not have the regulatory protections provided toinvestors in investment companies. The Trust will not hold or trade incommodity futures contracts regulated by the CEA, as administered bythe CFTC. Furthermore, 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 by the CFTC as a commodity pool operator or acommodity trading 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.

Shareholdersdo not have the rights enjoyed by investors in certain othervehicles.

As interests in an investment trust, the Shares havenone of the statutory rights normally associated with the ownership ofshares of a corporation (including, for example, the right 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 relatively new type of investment vehicle. Itcompetes with other financial vehicles, including traditional debt andequity securities issued by companies in the gold industry and othersecurities backed by or linked to gold, direct investments in gold andinvestment 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 or swapped or otherwisemobilized in the open market. A number of central banks have soldportions of their gold over the past 10 years, with the result that theofficial sector, taken as a whole, has been a net supplier to the openmarket. Since 1999, most sales have been made in a coordinated mannerunder the terms of the Central Bank Gold Agreement, under which 15 ofthe world's major central banks (including the European CentralBank) agreed to limit the level of their gold sales and lending to themarket for the following five years. The European Central Bankannounced in March 2004 that the agreement would be extended for afurther five-year period starting on September 27, 2004. The newagreement is similar to the existing agreement, although the ceilingfor gold sales is 25% higher and the Bank of Greece replaces theBank of England as a signatory to the agreement. UK Treasury indicatedat the time of the announcement of the new agreement that the UKgovernment had no plans to sell gold from its reserves and thereforewould not participate in the new agreement. See ‘‘Overviewof the Gold Industry—Sources of Gold Supply’’ and‘‘Analysis of Historical Movements in the Price ofGold’’ for more details. As before, the new agreement willbe reviewed after five years. It is possible that the new agreement maynot be renewed when it expires in September 2009. In the event thatfuture economic, political or social conditions or pressures requiremembers of the official sector to liquidate their gold assets all atonce or in an uncoordinated manner, the demand for gold might not besufficient to accommodate the sudden increase in the supply of gold tothe market. Consequently, the price of gold could declinesignificantly, which would adversely affect an investment in theShares.

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A widening of interest ratedifferentials between the cost of money and the cost of gold couldnegatively affect the price of gold which, in turn, could negativelyaffect the price of the Shares.

A combination of rising moneyinterest rates and a low cost of borrowing gold could improve theeconomics of selling gold forward. This could result in an increase inhedging 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 liability is furtherlimited, in the case of the Allocated Bullion Account Agreement, to themarket value of the gold held in the Trust's allocated goldaccount (Trust Allocated Account) at the time such negligence, fraud orwillful default is discovered by the Custodian and, in the case of theUnallocated Bullion Account Agreement, to the amount of gold creditedto the Trust's unallocated gold account (Trust UnallocatedAccount) at the time such negligence, fraud or willful default isdiscovered by the Custodian. Under each Participant Unallocated BullionAccount Agreement (between the Custodian and an AuthorizedParticipant), the Custodian is not contractually or otherwise liablefor any losses suffered by any Authorized Participant or Shareholderthat are not the direct result of its own gross negligence, fraud orwillful default in the performance of its duties under such agreement,and in no event will its liability exceed the market value of thebalance in the Authorized Participant Unallocated Account at the timesuch gross negligence, fraud or willful default is discovered by theCustodian. In addition, the Custodian will not be liable for any delayin performance or any non-performance of any of its obligations underthe Allocated Bullion Account Agreement, the Unallocated BullionAccount Agreement or the Participant Unallocated Bullion AccountAgreement by reason of any cause beyond its reasonable control,including acts of God, war or terrorism. As a result, the recourse ofthe 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 

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premises. Under the Allocated BullionAccount 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.

Neither the Shareholders nor any AuthorizedParticipant has a right under the Custody Agreements to assert a claimof the Trustee against the Custodian or any subcustodian; claims underthe Custody Agreements may only be asserted by the Trustee on behalf ofthe Trust.

Gold bullion allocated to the Trust inconnection with the creation of a Basket may not meet the London GoodDelivery Standards and, if a Basket is issued against such gold, theTrust may suffer a loss.

Neither the Trustee nor the Custodianindependently confirms the fineness of the gold allocated to the Trustin connection with the creation of a Basket. The gold bullion allocatedto the Trust by the Custodian may be different from the reportedfineness or weight required by the LBMA's standards for gold barsdelivered in settlement of a gold trade (London Good DeliveryStandards), the standards required by the Trust. If the Trusteenevertheless issues a Basket against such gold, and if the Custodianfails to satisfy its obligation to credit the Trust the amount of anydeficiency, the Trust may suffer a loss. The London Good DeliveryStandards are described in ‘‘Overview of the GoldIndustry—Operation of the Gold Bullion Market—The LondonBullion Market.’’ The Custodian's responsibility forthe allocation to the Trust of gold meeting LBMA standards is describedin ‘‘Description of the Custody Agreements —Transfersfrom the Trust Unallocated Account.’’

Because neither the Trustee nor the Custodianoversees or monitors the activities of subcustodians who maytemporarily hold the Trust's gold until transported to theCustodian's London vault, failure by the subcustodians toexercise due care in the safekeeping of the Trust's gold couldresult in a loss to the Trust.

Under the AllocatedBullion Account Agreement, the Custodian has agreed that it will holdall of the Trust's gold in its own London vault premises exceptwhen the gold has been allocated in a vault other than theCustodian's London vault premises, and in such cases theCustodian has agreed that it 

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will use commercially reasonable effortspromptly to transport the gold to the Custodian's London vault,at the Custodian's cost and risk. Nevertheless, there will beperiods of time when some portion of the Trust's gold will beheld by one or more subcustodians appointed by the Custodian or by asubcustodian of such subcustodian. The Allocated Bullion AccountAgreement is described in ‘‘Description of the CustodyAgreements.’’

The subcustodians which theCustodian currently uses are the Bank of England, Brinks Ltd., Via MatInternational and LBMA market-making members that provide bullionvaulting and clearing services to third parties. The Custodian isrequired under the Allocated Bullion Account Agreement to usereasonable care in appointing its subcustodians but otherwise has noother responsibility in relation to the subcustodians appointed by it.These subcustodians may in turn appoint further subcustodians, but theCustodian is not responsible for the appointment of these furthersubcustodians. The Custodian does not undertake to monitor theperformance by subcustodians of their custody functions or theirselection of further subcustodians. The Trustee does not undertake tomonitor the performance of any subcustodian. Furthermore, the Trusteemay have no right to visit the premises of any subcustodian for thepurposes of examining the Trust's gold or any records maintainedby the subcustodian, and no subcustodian will be obligated to cooperatein any review 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 tomonitor the performance of the Custodian may be limited because underthe Custody Agreements the Trustee has only limited rights to visit thepremises of the Custodian for the purpose of examining theTrust's gold and certain related records maintained by theCustodian.

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

If any subcustodian which holdsgold on a temporary basis does not exercise due care in the safekeepingof the Trust's gold, the ability of the Trustee or the Custodianto recover damages against such subcustodian may be limited to onlysuch recourse, if any, as may be available under applicable English lawor, if the subcustodian is not located in England, under otherapplicable law. This is because there are expected to be no writtencontractual arrangements between subcustodians who may hold theTrust's gold and the Trustee or the Custodian, as the case maybe. If the Trustee's or the Custodian's recourse againstthe subcustodian is so limited, the Trust may not be adequatelycompensated for the loss. For more information on the Trustee'sand the Custodian's ability to seek recovery againstsubcustodians and the subcustodian's duty to safekeep theTrust's gold, see ‘‘Custody of the Trust'sGold.’’

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 apurchase order or part of a redemption distribution will be held for atime in the Trust Unallocated Account and, previously or subsequentlyin, the Authorized 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.

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In the case of the insolvency ofthe Custodian, a liquidator may seek to freeze access to the gold heldin all of the accounts held by the Custodian, including the TrustAllocated Account. Although the Trust would be able to claim ownershipof properly allocated gold, the Trust could incur expenses inconnection with asserting such claims, and the assertion of such aclaim by the liquidator could delay creations and redemptions ofBaskets.

In issuing Baskets, the Trustee relieson certain information 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.

The Custodian's definitive records are prepared afterthe close of its business day. However, when issuing Baskets, theTrustee relies on information reporting the amount of gold credited tothe Trust's accounts which it receives from the Custodian duringthe business day and which is subject to correction during thepreparation of the Custodian's definitive records after the closeof business. If the information relied upon by the Trustee isincorrect, the amount of gold actually received by the Trust may bemore or less than the amount required to be deposited for the issuanceof Baskets.

The Trust's obligation toreimburse the Marketing Agent, the Authorized Participants and certainparties connected with its initial public offering of 2,300,000 Sharesfor certain liabilities in the event the Sponsor fails to indemnifysuch parties could adversely affect an investment in the Shares.

The Sponsor has agreed to indemnify the Marketing Agent andUBS Securities LLC, as Purchaser in the Trust's initial publicoffering of 2,300,000 Shares (Purchaser), their partners, directors andofficers, and any person who controls the Purchaser or the MarketingAgent, and their respective successors and assigns, against any loss,damage, expense, liability or claim that may be incurred by thePurchaser and the Marketing Agent in connection with (1) any untruestatement or alleged untrue statement of a material fact contained inthe registration statement of which this report forms a part (includingthis report, any preliminary prospectus, any prospectus supplement andany exhibits thereto) or any omission or alleged omission to state amaterial fact required to be stated therein or necessary to make thestatements therein not misleading, (2) any untrue statement or allegeduntrue statement of a material fact made by the Sponsor with respect toany representations and warranties or any covenants under (A) thedistribution agreement between the Sponsor and the Purchaser, datedNovember 16, 2004 or (B) the Marketing Agent Agreement, or failure ofthe Sponsor to perform any agreement or covenant therein, (3) anyuntrue statement or alleged untrue statement of a material factcontained in any materials used in connection with the marketing of theShares, (4) circumstances surrounding the third party allegationsrelating to patent and contract disputes as described in‘‘Risk Factors—Competing claims over ownership ofintellectual property rights related to the Trust could adverselyaffect the Trust and an Investment in the Shares,’’‘‘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.

54

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Under the Trust Indenture, theSponsor may be able to seek indemnification from the Trust for paymentsit makes in connection with the Sponsor's activities under theTrust Indenture 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 propertyrights needed to operate the Trust are owned by or licensed to theSponsor or the WGC or have been obtained, third parties may allege orassert ownership of intellectual property rights which may be relatedto the design, structure and operations of the Trust. To the extent anyclaims of such ownership are brought or any proceedings are institutedto assert such claims, the negotiation, litigation or settlement ofsuch claims, or the ultimate disposition of such claims in a court oflaw if a suit is brought, may adversely affect the Trust and aninvestment in the Shares, for example, resulting in expenses or damagesor the termination of the Trust. See ‘‘LegalProceedings.’’

Item 1B.    Unresolved StaffComments

Not applicable.

Item2.    Properties

Not applicable.

Item3.    Legal Proceedings

The Sponsor, theWGC, the Trust and the Trustee, as Trustee of the Trust, have beennamed as defendants in a civil lawsuit filed by plaintiffs GeminiDiversified Holdings LLC and Dan Ascani in the Supreme Court of theState of New York, County of New York, on November 6, 2003 (IndexNo.  119243/03). The complaint alleges breach of contract andmisappropriation of trade secrets under the Trade Secrets Act of theState of Georgia, and seeks compensatory damages in excess of $450,000,preliminary and permanent injunctive relief, costs and attorneys feesand other relief. The discovery phase of the lawsuit is now concludedand the case is expected to be tried in December of 2006. The Sponsorhas moved for summary judgment and the motion is pending. The Sponsorbelieves it has good defenses and therefore believes that the outcomeof the litigation will not have a material adverse effect on thefinancial statements of the Trust. The Sponsor and the WGC have agreedto indemnify the Marketing Agent and UBS Securities LLC, as Purchaserin the initial public offering of 2,300,000 Shares, against liabilitiesarising out of the complaint.

Item 4.    Submission ofMatters to a Vote of Security Holders

Notapplicable.

55

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PARTII

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

TheTrust's Shares are listed on the NYSE under the symbol‘‘GLD’’ since its initial public offering onNovember 18, 2004. The Shares have traded on the Mexican Stock Exchange(Bolsa Mexicana de Valores) since August 10, 2006 and on the SingaporeExchange Securities Trading Limited since October 11, 2006.

Thefollowing table sets forth the range of reported high and low closingprices of the Shares as reported for NYSE transactions for the fiscalyears ended September 30, 2006 and2005.

|                                     |  |  |      |   |        |     |  |  |  |   |        |  |
|-------------------------------------|--|--|------|---|--------|-----|--|--|--|---|--------|--|
|                                |  |  | High |   |        | Low |
| FiscalYear Ended September 30,2006: |  |  |      |   |   |     |  |  |  |   |   |  |
| QuarterEnded                        |  |  |      |   |   |     |  |  |  |   |   |  |
| December 31,2005                    |  |  |      | $ | 52.56  |     |  |  |  | $ | 45.51  |  |
| March 31,2006                       |  |  |      | $ | 58.60  |     |  |  |  | $ | 51.58  |  |
| June 30,2006                        |  |  |      | $ | 71.12  |     |  |  |  | $ | 55.62  |  |
| September 30,2006                   |  |  |      | $ | 65.85  |     |  |  |  | $ | 56.92  |  |
|                                     |

|                                                |  |  |      |   |        |     |  |  |  |   |        |  |
|------------------------------------------------|--|--|------|---|--------|-----|--|--|--|---|--------|--|
|                                           |  |  | High |   |        | Low |
| FiscalYear Ended September 30,2005:            |  |  |      |   |   |     |  |  |  |   |   |  |
| QuarterEnded                                   |  |  |      |   |   |     |  |  |  |   |   |  |
| December 31, 2004 (beginning November 18,2004) |  |  |      | $ | 45.60  |     |  |  |  | $ | 43.44  |  |
| March 31,2005                                  |  |  |      | $ | 44.43  |     |  |  |  | $ | 41.26  |  |
| June 30,2005                                   |  |  |      | $ | 44.02  |     |  |  |  | $ | 41.53  |  |
| September 30,2005                              |  |  |      | $ | 47.10  |     |  |  |  | $ | 41.89  |  |
|                                                |

MonthlyShare Price

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

|                                         |  |  |      |   |       |     |  |  |  |   |       |  |
|-----------------------------------------|--|--|------|---|-------|-----|--|--|--|---|-------|--|
| Month                                   |  |  | High |   |       | Low |
| May2006                                 |  |  |      | $ | 71.12 |     |  |  |  | $ | 64.06 |  |
| June2006                                |  |  |      | $ | 63.50 |     |  |  |  | $ | 55.62 |  |
| July2006                                |  |  |      | $ | 65.85 |     |  |  |  | $ | 61.14 |  |
| August2006                              |  |  |      | $ | 64.75 |     |  |  |  | $ | 60.94 |  |
| September2006                           |  |  |      | $ | 63.36 |     |  |  |  | $ | 56.92 |  |
| October2006                             |  |  |      | $ | 60.24 |     |  |  |  | $ | 56.37 |  |
| November 2006(through November 28,2006) |  |  |      | $ | 63.70 |     |  |  |  | $ | 61.11 |  |
|                                         |

IssuerPurchase of Equity Securities

Although the Trust does notpurchase shares directly from its shareholders, in connection with itsredemption of Baskets, the Trust redeemed 102 Baskets (10,200,000Shares) during the year ended September 30, 2006 and 81 Baskets(8,100,000 Shares) during the period November 12, 2004 throughSeptember 30, 2005.

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Item 6.    Selected FinancialData

The following selected financial data should be readin conjunction with the Trust's financial statements and relatednotes and ‘‘Management's Discussion and Analysis ofFinancial Condition and Results ofOperations.’’

FinancialHighlights

|                                        |  |  |                         |   |         |                                                       |  |  |  |   |        |   |
|----------------------------------------|--|--|-------------------------|---|---------|-------------------------------------------------------|--|--|--|---|--------|---|
| (Amountsin 000's of US$)               |  |  | Year endedSept 30, 2006 |   |         | Nov 12, 2004 (Date of Inception)through Sept 30, 2005 |
| Total gain ongold                      |  |  |                         | $ | 159,338 |                                                       |  |  |  | $ | 1,831  |   |
| NetGain/(Loss)                         |  |  |                         |   | 135,210 |                                                       |  |  |  |   | (5,965 | ) |
| Net cashflows from operatingactivities |  |  |                         | $ | 0       |                                                       |  |  |  | $ | 0      |   |
|                                        |

Statements ofOperation Data:

|                                                     |  |  |                         |   |         |                                                  |  |  |  |   |        |   |
|-----------------------------------------------------|--|--|-------------------------|---|---------|--------------------------------------------------|--|--|--|---|--------|---|
| (Amounts,except per share, are in 000's ofUS$)      |  |  | Year ended Sept 30,2006 |   |         | Nov-12, 2004(date ofinception)throughSep-30,2005 |
| REVENUES                                            |  |  |                         |   |    |                                                  |  |  |  |   |   |   |
| Proceedsfrom sales ofgold                           |  |  |                         | $ | 22,551  |                                                  |  |  |  | $ | 6,680  |   |
| Cost of goldsold to payexpenses                     |  |  |                         |   | (18,213 | )                                                |  |  |  |   | (6,737 | ) |
| Gain/(Loss)on gold sold to payexpenses              |  |  |                         |   | 4,338   |                                                  |  |  |  |   | (57    | ) |
| Gain on golddistributed for the redemption ofshares |  |  |                         |   | 155,000 |                                                  |  |  |  |   | 3,679  |   |
| Diminution invalue of investment ingold             |  |  |                         |   | — |                                                  |  |  |  |   | (1,791 | ) |
| TotalGain ongold                                    |  |  |                         |   | 159,338 |                                                  |  |  |  |   | 1,831  |   |
| EXPENSES                                            |  |  |                         |   |    |                                                  |  |  |  |   |   |   |
| Custodyfees                                         |  |  |                         |   | 5,146   |                                                  |  |  |  |   | 1,952  |   |
| Trusteefees                                         |  |  |                         |   | 1,206   |                                                  |  |  |  |   | 444    |   |
| Sponsorfees                                         |  |  |                         |   | 8,286   |                                                  |  |  |  |   | 2,225  |   |
| Marketing agentfees                                 |  |  |                         |   | 8,286   |                                                  |  |  |  |   | 2,225  |   |
| Otherexpenses                                       |  |  |                         |   | 1,204   |                                                  |  |  |  |   | 950    |   |
| Totalexpenses                                       |  |  |                         |   | 24,128  |                                                  |  |  |  |   | 7,796  |   |
| NetGain/(Loss)                                      |  |  |                         | $ | 135,210 |                                                  |  |  |  | $ | (5,965 | ) |
| Gain/(Loss)pershare                                 |  |  |                         | $ | 1.30    |                                                  |  |  |  | $ | (0.11  | ) |
| Weightedaverage number ofshares                     |  |  |                         |   | 104,262 |                                                  |  |  |  |   | 52,130 |   |
|                                                     |

57

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Statements of ConditionData:

|                                                                |  |  |             |   |            |             |  |  |  |   |           |   |
|----------------------------------------------------------------|--|--|-------------|---|------------|-------------|--|--|--|---|-----------|---|
| (Amountsin 000's of US$, except for sharedata)                 |  |  | Sep-30,2006 |   |            | Sep-30,2005 |
| ASSETS                                                         |  |  |             |   |       |             |  |  |  |   |      |   |
| Investmentin Gold(1)                                           |  |  |             | $ | 6,200,226  |             |  |  |  | $ | 2,910,613 |   |
|                                                           |  |  |             |   |       |             |  |  |  |   |      |   |
| TotalAssets                                                    |  |  |             | $ | 6,200,226  |             |  |  |  | $ | 2,910,613 |   |
| LIABILITIES                                                    |  |  |             |   |       |             |  |  |  |   |      |   |
| TotalLiabilities                                               |  |  |             | $ | 2,693      |             |  |  |  | $ | 1,116     |   |
| CommitmentsandContingencies                                    |  |  |             |   | —    |             |  |  |  |   | —   |   |
| RedeemableShares:                                              |  |  |             |   |       |             |  |  |  |   |      |   |
| Shares at redemption value toinvestors(2)                      |  |  |             |   | 7,441,489  |             |  |  |  |   | 3,155,107 |   |
| Shareholders'Deficit                                           |  |  |             |   | (1,243,956 | )           |  |  |  |   | (245,610  | ) |
|                                                           |  |  |             |   |       |             |  |  |  |   |      |   |
| TotalLiabilities, Redeemable Shares & Shareholders'Deficit |  |  |             | $ | 6,200,226  |             |  |  |  | $ | 2,910,613 |   |
|                                                                |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------|
| (1) | TheMarket value of Investments in Gold was $7,444,182 at September 30,2006 and $3,156,223 at September 30, 2005. |

|     |                                                                                                                                                                          |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Authorized share capital is unlimited and share parvalue is $0.00. Shares issued and outstanding: 125,100,000 at September30, 2006; and 66,900,000 at September 30,2005. |

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

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, 2006

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 

59

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or custody fees computed by reference to thevalue of gold held in the Trust), expenses and other liabilities of theTrust from the total value of the gold and all other assets of theTrust (other than any amounts credited to the Trust's reserveaccount, if established). The resulting figure is the ANAV of theTrust. The ANAV of the Trust is used to compute the fees of theTrustee, the Sponsor and the Marketing Agent.

To determine theTrust's NAV, the Trustee subtracts from the ANAV of the Trust theamount of estimated accrued but unpaid fees computed by reference tothe value of the ANAV of the Trust and computed by reference to thevalue of the gold held in the Trust (i.e. the fees of the Trustee, theSponsor, the Marketing Agent and the Custodian). The Trustee determinesthe NAV per Share by dividing the NAV of the Trust by the number ofshares outstanding as of the close of trading on the NYSE.

Goldacquired, or disposed of, by the Trust is recorded at average cost. Thetable below summarizes the impact of unrealized gains or losses on theTrust's gold holdings at September 30, 2006 and 2005:

|                                        |  |  |             |   |           |             |  |  |  |   |           |  |
|----------------------------------------|--|--|-------------|---|-----------|-------------|--|--|--|---|-----------|--|
| (Amountin 000's ofUS$)                 |  |  | Sep-30,2006 |   |           | Sep-30,2005 |
| Investment in gold – averagecost |  |  |             | $ | 6,200,226 |             |  |  |  | $ | 2,910,613 |  |
| Unrealizedgain on investment ingold    |  |  |             | $ | 1,243,956 |             |  |  |  |   | 245,610   |  |
| Goldholdings – marketvalue       |  |  |             | $ | 7,444,182 |             |  |  |  | $ | 3,156,223 |  |
|                                        |

CriticalAccounting Policy

Valuation of Gold

Gold isheld by the Custodian on behalf of the Trust and is valued, forfinancial statement purposes, at the lower of cost or market. The costof gold is determined according to the average cost method and themarket value is based on the London Fix used to determine the Net AssetValue of the Trust. Realized gains and losses on sales of gold, or golddistributed for the redemption of shares, are calculated on a tradedate basis using average cost.

Review of FinancialResults

|                                                                                                                                                    |  |  |                               |   |         |                                                                    |  |  |  |   |        |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------|--|--|-------------------------------|---|---------|--------------------------------------------------------------------|--|--|--|---|--------|---|
| FinancialHighlights     (All amounts in the following table andthe subsequent paragraph, except per share, are in 000's ofUS$) |  |  | For theyear endedSept 30,2006 |   |         | For the periodNov 12, 2004 (Date ofInception) through Sept 30,2005 |
| Total gain ongold                                                                                                                                  |  |  |                               | $ | 159,338 |                                                                    |  |  |  | $ | 1,831  |   |
| NetGain/(Loss)                                                                                                                                     |  |  |                               | $ | 135,210 |                                                                    |  |  |  | $ | (5,965 | ) |
| Netcash flows from operatingactivities                                                                                                             |  |  |                               | $ | 0       |                                                                    |  |  |  | $ | 0      |   |
|                                                                                                                                                    |

The Trust'sgain on gold for the year ended September 30, 2006 is made up of a gainof $155,000 (for the period November 12, 2004 (Date of Inception)through September 30, 2005 a gain of $3,679) on gold distributed on theredemption of shares offset by diminution in value of the investment ingold of $nil (for the period November 12, 2004 (Date of Inception)through September 30, 2005 a diminution in value of $1,791) plus a gainof $4,338 (for the period November 12, 2004 (Date of Inception) throughSeptember 30, 2005 a loss of $57) on the sale of gold to payexpenses.

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Selected Supplemental Data

|                                                                                                  |  |  |             |   |           |              |  |  |  |   |           |    |
|--------------------------------------------------------------------------------------------------|--|--|-------------|---|-----------|--------------|--|--|--|---|-----------|----|
| (Allamounts, except per ounce and per share, are in000's)                                        |  |  | Sept-302006 |   |           | Sept-30,2005 |
| Ounces ofGold:                                                                                   |  |  |             |   |      |              |  |  |  |   |      |    |
| OpeningBalance                                                                                   |  |  |             |   | 6,669.3   |              |  |  |  |   | 30.0      |    |
| Creations                                                                                        |  |  |             |   | 6,805.2   |              |  |  |  |   | 7,464.2   |    |
| Redemptions                                                                                      |  |  |             |   | (1,013.6  | )            |  |  |  |   | (809.4    | )  |
| Salesofgold                                                                                      |  |  |             |   | (38.4     | )            |  |  |  |   | (15.5     | )  |
| ClosingBalance                                                                                   |  |  |             |   | 12,422.5  |              |  |  |  |   | 6,669.3   |    |
| Goldprice per ounce - London PMfix                                                               |  |  |             | $ | 599.25    |              |  |  |  | $ | 473.25    |    |
| Marketvalue of goldholdings                                                                      |  |  |             | $ | 7,444,182 |              |  |  |  | $ | 3,156,223 |    |
| Numberof Shares:                                                                                 |  |  |             |   |      |              |  |  |  |   |      |    |
| OpeningBalance                                                                                   |  |  |             |   | 66,900    |              |  |  |  |   | 300       |    |
| Creations                                                                                        |  |  |             |   | 68,400    |              |  |  |  |   | 74,700    |    |
| Redemptions                                                                                      |  |  |             |   | (10,200   | )            |  |  |  |   | (8,100    | )  |
| ClosingBalance                                                                                   |  |  |             |   | 125,100   |              |  |  |  |   | 66,900    |    |
| NetAsset Value pershare:                                                                         |  |  |             |   |      |              |  |  |  |   |      |    |
| Creations                                                                                        |  |  |             | $ | 55.56     |              |  |  |  | $ | 43.68     |    |
| Redemptions                                                                                      |  |  |             | $ | (63.48    | )            |  |  |  | $ | (44.49    | )  |
| NetGain/(Loss) for theperiod                                                                     |  |  |             | $ | 1.30      |              |  |  |  | $ | (0.11     | )  |
| AtPeriodEnd                                                                                      |  |  |             | $ | 59.48     |              |  |  |  | $ | 47.16     |    |
| Sharesat redemption value to investors at PeriodEnd                                              |  |  |             | $ | 7,441,489 |              |  |  |  | $ | 3,155,107 |    |
| Changein Net Asset Value over theperiod                                                          |  |  |             |   | 135.9     | %            |  |  |  |   | 24,018.8  | %  |
| %Difference between Net Asset Value per share and market value of ouncesrepresented by eachshare |  |  |             |   | (0.036    | )%           |  |  |  |   | (0.035    | )% |
|                                                                                                  |

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. In the year endedSeptember 30, 2006 an additional 68,400,000 shares in 684 Baskets (2005– 74,700,000 shares (747 Baskets)) were created in exchange for6,805,286 ounces of gold (2005 – 7,464,246 oz) and 10,200,000shares in 2006 (102 Baskets (2005 – 8,100,000 shares (81Baskets)) were redeemed in exchange for 1,013,631 ounces of gold in2006 (2005 – 809,421 oz) and 38,409 ounces of gold in 2006 (2005– 15,574 oz) were sold to pay expenses.

At September 30,2006 the amount of gold owned by the Trust was 12,422,497 ounces (2005– 6,669,251 oz) with a market value of $7,444,181,626 (2005– $3,156,223,000), with a cost of $6,200,226,450 (2005 –$2,910,613,343), based on that day's PM Fix (in accordance withthe Trust Indenture).

Cash Flow from Operations

The Trust had no net cash flow from operations in the year toSeptember 30, 2006 or the period to September 30, 2005. Cash receivedin respect of gold sold to pay expenses in the year to September 30,2006 was the same as those expenses, resulting in a zero cash balanceat September  30, 2006.

Off-BalanceSheet Arrangements

The Trustis not a party to any off-balance sheet arrangements.

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Cash Resources and Liquidity

At September 30, 2006 and 2005 the Trust did not have any cashbalances. When selling gold to pay expenses, the Trustee endeavors tosell the exact amount of gold needed to pay expenses in order tominimize the Trust's holdings of assets other than gold. As aconsequence, we expect that the Trust will not record any cash flowfrom its operations and that its cash balance will be zero at the endof each reporting period.

Analysis of Movements in thePrice Of Gold

As movements in the price of gold are expected todirectly affect the price of the Trust's shares, investors shouldunderstand what the recent movements in the price of gold have been.Investors, however, should also be aware that past movements in thegold price are not indicators of future movements. This sectionidentifies recent trends in the movements of the gold price anddiscusses some of the important events that have influenced thesemovements.

The following chart provides historical background onthe price of gold. The chart illustrates movements in the price of goldin US dollars per ounce over the five years from October 1, 2001 toSeptember 30, 2006, and is based on the London PM Fix.

During theyear between October 1, 2005, and September  30, 2006, the goldprice based on the London PM Fix traded between $456.50 per ounce(November 7, 2005) and $725.00 (May 12, 2006), and the average was$572.29.

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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, 2006, 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     |
| Three months to September 30,2005        |  |  | $439.72 |  |  | $473.25 |  |  | Sep 30,2005 |  |  | $418.35 |  |  | Jul 15,2005 |  |  | $473.25     |
| Three months to December 31,2005         |  |  | $484.20 |  |  | $536.50 |  |  | Dec 12,2005 |  |  | $456.50 |  |  | Nov 7,2005  |  |  | $513.00     |
| Three months to March 31,2006            |  |  | $554.07 |  |  | $584.00 |  |  | Mar 30,2006 |  |  | $524.75 |  |  | Jan 5,2006  |  |  | $582.00     |
| Three months to June 30,2006             |  |  | $627.71 |  |  | $725.00 |  |  | May 12,2006 |  |  | $567.00 |  |  | Jun 20,2006 |  |  | $613.50     |
| Threemonths to September 30,2006         |  |  | $621.67 |  |  | $663.25 |  |  | Jul 14,2006 |  |  | $573.60 |  |  | Sep 15,2006 |  |  | $599.25     |
| November 12, 2004 to September30, 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     |
| Twelve months ended September30, 2006    |  |  | $572.29 |  |  | $725.00 |  |  | May 12,2006 |  |  | $456.50 |  |  | Nov 7,2005  |  |  | $599.25     |
|                                          |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Therewas no London PM Fix on December 31, 2004 and 2005. The London AM Fixon that date was $438.00 and $513.00, respectively. The Net Asset Valueof the Trust on December 31, 2004 and 2005 was calculated using theLondon AM Fix, in accordance with the TrustIndenture. |

Quarterly Information (unaudited)

Fiscal Year Ended September 30,2006

|                                                      |             |  |                   |              |         |                    |              |  |  |             |         |   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |   |
|------------------------------------------------------|-------------|--|-------------------|--------------|---------|--------------------|--------------|--|--|-------------|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|---|
| (Allamounts except per shareare in 000's ofUS$)      |             |  | Three MonthsEnded |              |         | Year toSep-30,2006 |
|                                                      | Dec-31,2005 |  |                   | Mar-31, 2006 |         |                    | Jun-30, 2006 |  |  | Sep-30,2006 |
| REVENUES                                             |             |  |                   |              |    |                    |              |  |  |             |    |   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Proceedsfrom sales ofgold                            |             |  |                   | $            | 3,217   |                    |              |  |  | $           | 5,058   |   |  |  |  | $ | 6,762   |   |  |  |  | $ | 7,514   |   |  |  |  | $ | 22,551  |   |
| Costof gold sold to payexpenses                      |             |  |                   |              | (2,970  | )                  |              |  |  |             | (4,239  | ) |  |  |  |   | (5,149  | ) |  |  |  |   | (5,855  | ) |  |  |  |   | (18,213 | ) |
| Gainon gold sold to payexpenses                      |             |  |                   |              | 247     |                    |              |  |  |             | 819     |   |  |  |  |   | 1,613   |   |  |  |  |   | 1,659   |   |  |  |  |   | 4,338   |   |
| Gainon gold distributed for the redemption ofshares  |             |  |                   |              | — |                    |              |  |  |             | 8,064   |   |  |  |  |   | 110,108 |   |  |  |  |   | 36,828  |   |  |  |  |   | 155,000 |   |
| Increase/ (Diminution) in value of investment ingold |             |  |                   |              | — |                    |              |  |  |             | — |   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| TotalGain ongold                                     |             |  |                   |              | 247     |                    |              |  |  |             | 8,883   |   |  |  |  |   | 111,721 |   |  |  |  |   | 38,487  |   |  |  |  |   | 159,338 |   |
| EXPENSES                                             |             |  |                   |              |    |                    |              |  |  |             |    |   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Custodyfees                                          |             |  |                   |              | 874     |                    |              |  |  |             | 1,435   |   |  |  |  |   | 1,365   |   |  |  |  |   | 1,472   |   |  |  |  |   | 5,146   |   |
| Trusteefees                                          |             |  |                   |              | 174     |                    |              |  |  |             | 287     |   |  |  |  |   | 355     |   |  |  |  |   | 390     |   |  |  |  |   | 1,206   |   |
| Sponsorfees                                          |             |  |                   |              | 1,131   |                    |              |  |  |             | 1,801   |   |  |  |  |   | 2,540   |   |  |  |  |   | 2,814   |   |  |  |  |   | 8,286   |   |
| Marketingagentfees                                   |             |  |                   |              | 1,131   |                    |              |  |  |             | 1,801   |   |  |  |  |   | 2,540   |   |  |  |  |   | 2,814   |   |  |  |  |   | 8,286   |   |
| Otherexpenses                                        |             |  |                   |              | 167     |                    |              |  |  |             | 407     |   |  |  |  |   | 311     |   |  |  |  |   | 319     |   |  |  |  |   | 1,204   |   |
| Totalexpenses                                        |             |  |                   |              | 3,477   |                    |              |  |  |             | 5,731   |   |  |  |  |   | 7,111   |   |  |  |  |   | 7,809   |   |  |  |  |   | 24,128  |   |
| NetGain/(Loss)                                       |             |  |                   | $            | (3,230  | )                  |              |  |  | $           | 3,152   |   |  |  |  | $ | 104,610 |   |  |  |  | $ | 30,678  |   |  |  |  | $ | 135,210 |   |
| Gain/(Loss)pershare                                  |             |  |                   | $            | (0.05   | )                  |              |  |  | $           | 0.03    |   |  |  |  | $ | 0.91    |   |  |  |  | $ | 0.24    |   |  |  |  | $ | 1.30    |   |
| Weightedaverage number ofshares                      |             |  |                   |              | 71,367  |                    |              |  |  |             | 105,748 |   |  |  |  |   | 114,603 |   |  |  |  |   | 125,475 |   |  |  |  |   | 104,262 |   |
|                                                      |

63

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Fiscal Period EndedSeptember 30, 2005

|                                                            |  |  |                                      |   |         |                   |  |  |                                                 |   |         |             |  |  |        |   |        |   |  |  |        |   |        |   |  |  |        |   |        |   |
|------------------------------------------------------------|--|--|--------------------------------------|---|---------|-------------------|--|--|-------------------------------------------------|---|---------|-------------|--|--|--------|---|--------|---|--|--|--------|---|--------|---|--|--|--------|---|--------|---|
|                                                       |  |  |                                 |   |         | ThreeMonths Ended |  |  | Nov-12, 2004(dateofinception)throughSep-30,2005 |
| (All amounts except pershareare in 000's ofUS$)            |  |  | PeriodNov-12,2004throughDec-31, 2004 |   |         | Mar-31, 2005      |  |  | Jun-30,2005                                     |   |         | Sep-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 |   |
|                                                            |

64

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Item7A.    Quantitative and Qualitative Disclosures about MarketRisk

The Trust Indenture does not authorize the Trustee toborrow for payment of the Trust's ordinary expenses. The Trustdoes not engage in transactions in foreign currencies which couldexpose the Trust or holders of Shares to any foreign currency relatedmarket risk. The Trust invests in no derivative financial instrumentsand has no foreign operations or long-term debt instruments.

Item 8.    Financial Statement and SupplementaryData

See Index to Financial Statements on page F-1 for alist of the financial statements being filed therein.

Item9.    Changes in and Disagreements with Accountants on Accountingand Financial Disclosure

There have been no changes inaccountants and no disagreements with accountants on any matter ofaccounting principles or practices or financial statement disclosuresduring the year ended September 30, 2006.

Item9A.    Controls and Procedures

Conclusion Regardingthe Effectiveness of Disclosure Controls and Procedures

TheTrust maintains disclosure controls and procedures that are designed toensure that information required to be disclosed in its Exchange Actreports is recorded, processed, summarized and reported within the timeperiods specified in the Securities and Exchange Commission'srules and forms, and that such information is accumulated andcommunicated to the Managing Director (principal executive officer) andChief Financial Officer of the Sponsor, and to the audit committee ofthe Sponsor'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, 2006, the Trust's disclosure controls and procedures wereeffective.

There was no change in the Trust's internalcontrols over financial reporting that occurred during theTrust's most recently completed fiscal quarter ended September30, 2006 that has materially affected, or is reasonably likely tomaterially affect, these internal controls.

Management'sReport on Internal Control over Financial Reporting

TheSponsor's management is responsible for establishing andmaintaining adequate internal control over financial reporting, asdefined under Exchange Act Rules 13a-15(f) and 15d-15(f). TheTrust's internal control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generallyaccepted in the United States. Internal control over financialreporting includes those policies and procedures that: (1) pertain tothe maintenance of records that, in reasonable detail, accurately andfairly reflect the transactions and dispositions of the Trust'sassets, (2) provide reasonable assurance that transactions are recordedas necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that theTrust's receipts and expenditures are being made only inaccordance with appropriate authorizations; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the Trust's assets that couldhave a material effect on the financial statements.

Because ofits inherent limitations, internal control over financial reporting maynot prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the riskthat controls may become ineffective because of changes in conditions,or that the degree of compliance with the policies or procedures maydeteriorate.

65

----

The Managing Director and Chief FinancialOfficer of the Sponsor assessed the effectiveness of the Trust'sinternal control over financial reporting as of September 30, 2006. Inmaking this assessment, 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 30,2006.

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, 2006 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.

November 29, 2006

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 over Financial Reporting, that streetTRACKS® GoldTrust (the ‘‘Trust’’) maintained effectiveinternal control over financial reporting as of September 30, 2006,based on criteria established in Internal Control—IntegratedFramework issued by the Committee of Sponsoring Organizations ofthe Treadway Commission. The Sponsor's management is responsiblefor maintaining effective internal control over financial reporting andfor its assessment of the effectiveness of internal control overfinancial reporting. 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.

66

----

Because of the inherent limitations ofinternal control over financial reporting, including the possibility ofcollusion or improper management override of controls, materialmisstatements due to error or fraud may not be prevented or detected ona timely basis. Also, projections of any evaluation of theeffectiveness of the internal control over financial reporting tofuture periods are subject to the risk that the controls may becomeinadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Inour opinion, management's assessment that the Trust maintainedeffective internal control over financial reporting as of September 30,2006, is fairly stated, in all material respects, based on the criteriaestablished in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the TreadwayCommission. Also in our opinion, the Trust maintained, in all materialrespects, effective internal control over financial reporting as ofSeptember 30, 2006, 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 financial statements ofstreetTRACKS® Gold Trust (the ‘‘Trust’’) asof and for the year ended September 30, 2006 and our report datedNovember 29, 2006 expressed an unqualified opinion on those financialstatements.

/s/ Deloitte & ToucheLLP        New York, New York November 29,2006

67

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PARTIII

Item 10.    Directors and Executive Officers of theRegistrant

Not applicable.

Item 11.    ExecutiveCompensation

During the year ended September 30, 2006 and theperiod from November 12, 2004 (Date of Inception) through September 30,2005 the Trustee, Custodian, Sponsor, and the Marketing Agent receivedtotal remuneration as follows:

|                |  |  |                             |   |           |                                                         |  |  |                            |
|----------------|--|--|-----------------------------|---|-----------|---------------------------------------------------------|--|--|----------------------------|
| Recipient      |  |  | YearEndedSeptember 30, 2006 |   |           | Nov 12,2004(Date of Inception)through September 30,2005 |
| Trustee        |  |  |                             | $ | 1,206,424 |                                                         |  |  | $   443,951 |
| Custodian      |  |  |                             |   | 5,145,444 |                                                         |  |  | $1,952,361                 |
| Sponsor        |  |  |                             |   | 8,286,054 |                                                         |  |  | $2,224,623                 |
| MarketingAgent |  |  |                             |   | 8,286,054 |                                                         |  |  | $2,224,623                 |
|                |

Item12.    Security Ownership of Certain Beneficial Owners andManagement

|           |                                                                                                                                                                                                                                                           |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | SecurityOwnership of Certain Beneficial Owners.    The following tablesets forth shares as of September 30, 2006, information with respect toeach person known to own beneficially more than 5% of theoutstanding 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, 2006, an aggregate of 14,269,741 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 and Director Independence

The Trust has nodirectors or executive officers. See Item 11 for the remunerationreceived by the Trustee, Custodian, Sponsor and Marketing Agent, forthe year ended September 30, 2006.

68

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Item 14.    Principal Accountant Feesand Services

Fees for services performed by Deloitte &Touche LLP for the year ended September 30, 2006 and the period fromNovember 12, 2004 (Date of Inception) through September 30,2005were:

|                   |  |  |                       |   |         |                                                  |  |  |  |   |         |  |
|-------------------|--|--|-----------------------|---|---------|--------------------------------------------------|--|--|--|---|---------|--|
|              |  |  | YearendedSep 30, 2006 |   |         | Nov 12, 2004(DateofInception)throughSep 30, 2005 |
| AuditFees         |  |  |                       | $ | 299,206 |                                                  |  |  |  | $ | 273,000 |  |
| Audit-relatedfees |  |  |                       |   | — |                                                  |  |  |  | $ | — |  |
| Taxfees           |  |  |                       |   | — |                                                  |  |  |  | $ | — |  |
| All otherfees     |  |  |                       |   | — |                                                  |  |  |  | $ | — |  |
| Total             |  |  |                       | $ | 299,206 |                                                  |  |  |  | $ | 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.

69

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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                                                                                                                                                                                                          |
|            |

70

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streetTRACKS®GOLD TRUST

FINANCIAL STATEMENTS AS OF SEPTEMBER 30,2006

INDEX

|                                                                                                                                                |  |  |      |  |     |  |
|------------------------------------------------------------------------------------------------------------------------------------------------|--|--|------|--|-----|--|
|                                                                                                                                           |  |  | Page |
| Report ofIndependent Registered Public Accounting Firm                                                                                         |  |  |      |  | F-2 |  |
| Statements of Condition at September 30, 2006 and 2005                                                                                         |  |  |      |  | F-3 |  |
| Statements of Operations for the yearended September 30, 2006 and the period November 12, 2004 to September30, 2005                            |  |  |      |  | F-4 |  |
| Statements of Cash Flow forthe year ended September 30, 2006 and the period November 12, 2004 toSeptember 30, 2005                             |  |  |      |  | F-5 |  |
| Statements ofChanges in Shareholders' Deficit for the year ended September 30,2006 and the period November 12, 2004 to 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 condition of the streetTRACKS® Gold Trust (the‘‘Trust’’) as of September 30, 2006 and 2005,and the related statements of operations, shareholders' deficit,and cash flows for the year ended September 30, 2006 and the periodNovember  12, 2004 (date of inception) to September 30, 2005.These financial statements are the responsibility of the Trust'smanagement. Our responsibility is to express an opinion on thefinancial statements based on our audits.

We conducted ouraudits in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audits provide areasonable basis for our opinion.

In our opinion, such financialstatements present fairly, in all material respects, the financialposition of the Trust as of September 30, 2006 and 2005, and theresults of its operations and its cash flows for the year endedSeptember 30, 2006 and the period November 12, 2004 (date of inception)to September 30, 2005, in conformity with accounting principlesgenerally accepted in the United States of America.

We have alsoaudited, in accordance with the standards of the Public CompanyAccounting Oversight Board (United States), the effectiveness of theTrust's internal control over financial reporting as of September30, 2006, based on the criteria established in InternalControl—Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission and our reportdated November 29, 2006 expressed an unqualified opinion onmanagement's assessment of the effectiveness of the Trust'sinternal control over financial reporting and an unqualified opinion onthe effectiveness of the Trust's internal control over financialreporting.

/s/ Deloitte & ToucheLLP        New York, New York November 29,2006

F-2

----

streetTRACKS®GOLD TRUST

Statements ofCondition

at September 30, 2006 and2005

|                                                                |  |  |             |   |                                                                          |             |  |  |  |   |           |   |
|----------------------------------------------------------------|--|--|-------------|---|--------------------------------------------------------------------------|-------------|--|--|--|---|-----------|---|
| (Amountsin 000's of US$ except for Sharedata)                  |  |  | Sep-30,2006 |   |                                                                          | Sep-30,2005 |
| ASSETS                                                         |  |  |             |   |                                                                     |             |  |  |  |   |      |   |
| InvestmentinGold(1)                                            |  |  |             | $ | 6,200,226                                                                |             |  |  |  | $ | 2,910,613 |   |
|                                                           |  |  |             |   |              |             |  |  |  |   |      |   |
| TotalAssets                                                    |  |  |             | $ | 6,200,226                                                                |             |  |  |  | $ | 2,910,613 |   |
| LIABILITIES                                                    |  |  |             |   |                                                                     |             |  |  |  |   |      |   |
| Accountspayable to relatedparties                              |  |  |             | $ | 2,339                                                                    |             |  |  |  |   | 539       |   |
| Accountspayable                                                |  |  |             |   | 107                                                                      |             |  |  |  |   | 243       |   |
| Accruedexpenses                                                |  |  |             |   | 247                                                                      |             |  |  |  |   | 334       |   |
| TotalLiabilities                                               |  |  |             |   | 2,693                                                                    |             |  |  |  |   | 1,116     |   |
| CommitmentsandContingencies                                    |  |  |             |   |                                                                     |             |  |  |  |   |      |   |
| RedeemableShares:                                              |  |  |             |   |                                                                     |             |  |  |  |   |      |   |
| Shares at redemption value toinvestors(2)                      |  |  |             |   | 7,441,489                                                                |             |  |  |  |   | 3,155,107 |   |
| Shareholders'Deficit                                           |  |  |             |   | (1,243,956                                                               | )           |  |  |  |   | (245,610  | ) |
|                                                           |  |  |             |   |              |             |  |  |  |   |      |   |
| TotalLiabilities, Redeemable Shares & Shareholders'Deficit |  |  |             | $ | 6,200,226                                                                |             |  |  |  | $ | 2,910,613 |   |
|                                                                |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------|
| (1) | Themarket value of Investments in Gold at September 30, 2006 is $7,444,182and at September 30, 2005$3,156,223. |

|     |                                                                                                                                                                         |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Authorized share capital isunlimited and shares par value is $0.00. Shares issued and outstandingat September 30, 2006 125,100,000 and at September 30, 200566,900,000. |

See notes to the financialstatements

F-3

----

streetTRACKS®GOLD TRUST

Statements of Operations

Forthe periods ended September 30, 2006 and 2005

|                                                     |  |  |                       |   |         |                           |  |  |  |   |        |   |
|-----------------------------------------------------|--|--|-----------------------|---|---------|---------------------------|--|--|--|---|--------|---|
| (Allamounts except per share in 000's ofUS$)        |  |  | Year endedSep-30,2006 |   |         | Nov-12, 2004toSep-30,2005 |
| REVENUES                                            |  |  |                       |   |    |                           |  |  |  |   |   |   |
| Proceedsfrom sales ofgold                           |  |  |                       | $ | 22,551  |                           |  |  |  | $ | 6,680  |   |
| Cost of goldsold to payexpenses                     |  |  |                       |   | (18,213 | )                         |  |  |  |   | (6,737 | ) |
| Gain/(Loss)on gold sold to payexpenses              |  |  |                       |   | 4,338   |                           |  |  |  |   | (57    | ) |
| Gain on golddistributed for the redemption ofshares |  |  |                       |   | 155,000 |                           |  |  |  |   | 3,679  |   |
| Diminution invalue of investment ingold             |  |  |                       |   | — |                           |  |  |  |   | (1,791 | ) |
| TotalGain ongold                                    |  |  |                       |   | 159,338 |                           |  |  |  |   | 1,831  |   |
| EXPENSES                                            |  |  |                       |   |    |                           |  |  |  |   |   |   |
| Custodyfees                                         |  |  |                       |   | 5,146   |                           |  |  |  |   | 1,952  |   |
| Trusteefees                                         |  |  |                       |   | 1,206   |                           |  |  |  |   | 444    |   |
| Sponsorfees                                         |  |  |                       |   | 8,286   |                           |  |  |  |   | 2,225  |   |
| Marketing agentfees                                 |  |  |                       |   | 8,286   |                           |  |  |  |   | 2,225  |   |
| Otherexpenses                                       |  |  |                       |   | 1,204   |                           |  |  |  |   | 950    |   |
| Totalexpenses                                       |  |  |                       |   | 24,128  |                           |  |  |  |   | 7,796  |   |
| NetGain/(Loss)                                      |  |  |                       | $ | 135,210 |                           |  |  |  | $ | (5,965 | ) |
| Gain/(Loss)pershare                                 |  |  |                       | $ | 1.30    |                           |  |  |  | $ | (0.11  | ) |
| Weightedaverage number ofshares                     |  |  |                       |   | 104,262 |                           |  |  |  |   | 52,130 |   |
|                                                     |

Seenotes to the financial statements

F-4

----

streetTRACKS®GOLD TRUST

Statements of Cash Flow

Forthe periods ended September 30, 2006 and2005

|                                                                        |  |  |                       |   |           |                           |  |  |  |   |           |   |
|------------------------------------------------------------------------|--|--|-----------------------|---|-----------|---------------------------|--|--|--|---|-----------|---|
| (Amountsin 000's of US$)                                               |  |  | YearendedSep-30, 2006 |   |           | Nov-12,2004toSep-30, 2005 |
| INCREASE /DECREASE IN CASH FROM OPERATIONS:                            |  |  |                       |   |      |                           |  |  |  |   |      |   |
| Cashproceeds received from sales ofgold                                |  |  |                       | $ | 22,551    |                           |  |  |  | $ | 6,680     |   |
| Cashexpensespaid                                                       |  |  |                       |   | (22,551   | )                         |  |  |  |   | (6,680    | ) |
| (Decrease)/ Increase in cash resulting fromoperations                  |  |  |                       |   | —   |                           |  |  |  |   | —   |   |
| Cashand cash equivalents at beginning ofperiod                         |  |  |                       |   | —   |                           |  |  |  |   | —   |   |
| Cashand cash equivalents at end ofperiod                               |  |  |                       | $ | —   |                           |  |  |  | $ | —   |   |
| SUPPLEMENTALDISCLOSURE OF NON-CASH FINANCINGACTIVITIES:                |  |  |                       |   |      |                           |  |  |  |   |      |   |
| Value of gold receivedfor creation ofshares                            |  |  |                       | $ | 3,800,308 |                           |  |  |  | $ | 3,262,774 |   |
| Valueof gold distributed for redemption of shares—at averagecost |  |  |                       | $ | 492,482   |                           |  |  |  | $ | 356,714   |   |
|                                                                        |

Seenotes to the financial statements

F-5

----

streetTRACKS®GOLD TRUST

Statements of Changes inShareholders' Deficit

For the periods endedSeptember 30, 2006 and2005

|                                                   |  |  |             |   |            |             |  |  |  |   |          |   |
|---------------------------------------------------|--|--|-------------|---|------------|-------------|--|--|--|---|----------|---|
| (Amountsin 000's ofUS$)                           |  |  | Sep-30,2006 |   |            | Sep-30,2005 |
| Shareholders'Equity (Deficit) - OpeningBalance    |  |  |             | $ | (245,610   | )           |  |  |  | $ | —  |   |
| NetGain/(Loss) for theperiod                      |  |  |             |   | 135,210    |             |  |  |  |   | (5,965   | ) |
| Adjustment ofRedeemable Shares to redemptionvalue |  |  |             |   | (1,133,556 | )           |  |  |  |   | (239,645 | ) |
| Shareholders'Equity (Deficit) - ClosingBalance    |  |  |             | $ | (1,243,956 | )           |  |  |  | $ | (245,610 | ) |
|                                                   |

Seenotes to the financialstatements

F-6

----

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.

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 is held bythe Custodian on behalf of the Trust and is valued, for financialstatement purposes, at the lower of cost or market. The cost of gold isdetermined according to the average cost method and the market value isbased on the London Fix used to determine the Net Asset Value of theTrust. Realized gains and losses on sales of gold, or gold distributedfor the redemption of shares, are calculated on a trade date basisusing average cost.

The table below summarizes the impact ofunrealized gains or losses on the Trust's gold holdings as ofSeptember 30, 2006 and2005:

|                                     |  |  |             |   |           |             |  |  |  |   |           |  |
|-------------------------------------|--|--|-------------|---|-----------|-------------|--|--|--|---|-----------|--|
| (Amountsin 000's ofUS$)             |  |  | Sep-30,2006 |   |           | Sep-30,2005 |
| Investmentin gold - averagecost     |  |  |             | $ | 6,200,226 |             |  |  |  | $ | 2,910,613 |  |
| Unrealizedgain on investment ingold |  |  |             |   | 1,243,956 |             |  |  |  |   | 245,610   |  |
|                                |  |  |             |   |      |             |  |  |  |   |      |  |
| Investmentin gold - marketvalue     |  |  |             | $ | 7,444,182 |             |  |  |  | $ | 3,156,223 |  |
|                                     |

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, when recorded,represents the quantity of gold covered by contractually binding ordersfor the creation of shares where the gold has not yet been transferredto the Trust's account. Generally, ownership of the gold istransferred within three days of trade date. As of September 30, 2006and 2005 there was no goldreceivable.

2.3    Creationsand Redemptions of Shares

The Trust will create and redeemShares from time to time, but only in one or more Baskets (a Basketequals a block of 100,000 Shares). The creation and redemption ofBaskets will only be made in exchange for the delivery to the Trust orthe distribution by the Trust of the amount of gold and 

F-7

----

streetTRACKS®GOLD TRUST    

Notes to theFinancialStatements

2.3    Creationsand Redemptions of Shares   (continued)

any cash represented by the Baskets beingcreated or redeemed, the amount of which will be based on the combinednet asset value of the number of Shares included in the Baskets beingcreated or redeemed determined on the day the order to create or redeemBaskets is properly received.

As the Shares of the Trust areredeemable at the option of the Authorized Participants only inBaskets, the Trust has classified the Shares as Redeemable Shares onthe Statement of Financial Condition. The Trust records the redemptionvalue, which represents its maximum obligation, as Redeemable Shareswith the difference from cost as an offsetting amount toShareholders' Equity. Changes in the shares for the periods endedSeptember 30, 2006 and 2005, are as follows:

|                             |  |  |             |  |         |              |  |  |  |  |        |   |
|-----------------------------|--|--|-------------|--|---------|--------------|--|--|--|--|--------|---|
| (Allamounts are in000's)    |  |  | Sep-30,2006 |  |         | Sep-30, 2005 |
| Number ofRedeemable Shares: |  |  |             |  |    |              |  |  |  |  |   |   |
| OpeningBalance              |  |  |             |  | 66,900  |              |  |  |  |  | 300    |   |
| Creations                   |  |  |             |  | 68,400  |              |  |  |  |  | 74,700 |   |
| Redemptions                 |  |  |             |  | (10,200 | )            |  |  |  |  | (8,100 | ) |
| ClosingBalance              |  |  |             |  | 125,100 |              |  |  |  |  | 66,900 |   |
|                             |

|                               |  |  |             |   |           |             |  |  |  |   |           |   |
|-------------------------------|--|--|-------------|---|-----------|-------------|--|--|--|---|-----------|---|
| (Amountsin 000's of US$)      |  |  | Sep-30,2006 |   |           | Sep-30,2005 |
| Redeemableshares:             |  |  |             |   |      |             |  |  |  |   |      |   |
| OpeningBalance                |  |  |             | $ | 3,155,107 |             |  |  |  | $ | 13,081    |   |
| Creations                     |  |  |             |   | 3,800,308 |             |  |  |  |   | 3,262,774 |   |
| Redemptions                   |  |  |             |   | (647,482  | )           |  |  |  |   | (360,393  | ) |
| Adjustment to redemptionvalue |  |  |             |   | 1,133,556 |             |  |  |  |   | 239,645   |   |
| ClosingBalance                |  |  |             | $ | 7,441,489 |             |  |  |  | $ | 3,155,107 |   |
|                               |

Gain/(loss)per share represents basic gain/(loss) per share because there are nodilutive equity instruments authorized oroutstanding.

2.4    Revenue Recognition Policy

TheTrustee will at the direction of the Sponsor or in its own discretionsell the Trust's gold as necessary to pay the Trust'sexpenses. When selling gold to pay expenses, the Trustee will endeavorto sell the smallest amounts of gold needed to pay expenses in order tominimize the Trust's holdings of assets other than gold. Unlessotherwise directed by the Sponsor, when selling gold the Trustee willendeavor to sell at the price established by the London PM Fix. TheTrustee will place orders with dealers (which may include theCustodian) through which the Trustee expects to receive the mostfavorable 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. Again or loss is recognized based on the difference between the sellingprice and the average cost of the gold sold.

2.5    IncomeTaxes

The Trust is classified as a ‘‘grantortrust’’ for US federal income tax purposes. As a result,the Trust itself will not be subject to US federal income tax. Instead,the Trust's income and expenses will ‘‘flowthrough’’ to the Shareholders, and the Trustee will reportthe Trust's proceeds, income, deductions, gains, and losses tothe Internal Revenue Service on that basis.

F-8

----

streetTRACKS®GOLD TRUST    

Notes to theFinancialStatements

3    Investment in Gold

Thefollowing represents the changes in ounces of gold and the respectivevalues at September 30, 2006 and2005:

|                                                                  |  |  |             |   |           |             |  |  |  |   |           |   |
|------------------------------------------------------------------|--|--|-------------|---|-----------|-------------|--|--|--|---|-----------|---|
| (Ouncesof gold are in 000's and value of gold is in 000's ofUS$) |  |  | Sep-30,2006 |   |           | Sep-30,2005 |
| Ounces ofGold:                                                   |  |  |             |   |      |             |  |  |  |   |      |   |
| OpeningBalance                                                   |  |  |             |   | 6,669.3   |             |  |  |  |   | 30.0      |   |
| Creations                                                        |  |  |             |   | 6,805.2   |             |  |  |  |   | 7,464.2   |   |
| Redemptions                                                      |  |  |             |   | (1,013.6  | )           |  |  |  |   | (809.4    | ) |
| Sales ofgold                                                     |  |  |             |   | (38.4     | )           |  |  |  |   | (15.5     | ) |
| ClosingBalance                                                   |  |  |             |   | 12,422.5  |             |  |  |  |   | 6,669.3   |   |
| Investment in Gold (lowerof cost or market):                     |  |  |             |   |      |             |  |  |  |   |      |   |
| OpeningBalance                                                   |  |  |             | $ | 2,910,613 |             |  |  |  | $ | 13,081    |   |
| Creations                                                        |  |  |             |   | 3,800,308 |             |  |  |  |   | 3,262,774 |   |
| Redemptions                                                      |  |  |             |   | (492,482  | )           |  |  |  |   | (356,714  | ) |
| Sales of gold                                                    |  |  |             |   | (18,213   | )           |  |  |  |   | (6,737    | ) |
| Diminution in value of investment ingold                         |  |  |             |   | —   |             |  |  |  |   | (1,791    | ) |
| ClosingBalance                                                   |  |  |             | $ | 6,200,226 |             |  |  |  | $ | 2,910,613 |   |
|                                                                  |

F-9

----

streetTRACKS®GOLD TRUST    

Notes to theFinancialStatements

4    QuarterlyStatements of Operations(unaudited)

|                                                            |             |  |                               |              |         |                    |              |  |  |             |         |  |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |   |
|------------------------------------------------------------|-------------|--|-------------------------------|--------------|---------|--------------------|--------------|--|--|-------------|---------|--|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|---|
| (Allamounts exceptper share are in 000's ofUS$)            |             |  | Three Months Ended(Unaudited) |              |         | Year toSep-30,2006 |
|                                                            | Dec-31,2005 |  |                               | Mar-31, 2006 |         |                    | Jun-30, 2006 |  |  | Sep-30,2006 |
| REVENUES                                                   |             |  |                               |              |    |                    |              |  |  |             |    |  |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Proceedsfrom sales ofgold                                  |             |  |                               | $            | 3,217   |                    |              |  |  | $           | 5,058   |  |  |  |  | $ | 6,762   |   |  |  |  | $ | 7,514   |   |  |  |  | $ | 22,551  |   |
| Costof gold sold to payexpenses                            |             |  |                               |              | (2,970  | )                  |              |  |  |             | 4,239   |  |  |  |  |   | (5,149  | ) |  |  |  |   | (5,855  | ) |  |  |  |   | (18,213 | ) |
| Gain/(Loss)on gold sold to payexpenses                     |             |  |                               |              | 247     |                    |              |  |  |             | 819     |  |  |  |  |   | 1,613   |   |  |  |  |   | 1,659   |   |  |  |  |   | 4,338   |   |
| Gain/(Loss)on gold distributed for the redemption ofshares |             |  |                               |              | — |                    |              |  |  |             | 8,064   |  |  |  |  |   | 110,108 |   |  |  |  |   | 36,828  |   |  |  |  |   | 155,000 |   |
| Increase/ (Diminution) in value of investment ingold       |             |  |                               |              | — |                    |              |  |  |             | — |  |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| TotalGain/(Loss) ongold                                    |             |  |                               |              | 247     |                    |              |  |  |             | 8,883   |  |  |  |  |   | 111,721 |   |  |  |  |   | 38,487  |   |  |  |  |   | 159,338 |   |
| EXPENSES                                                   |             |  |                               |              |    |                    |              |  |  |             |    |  |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Custodyfees                                                |             |  |                               |              | 874     |                    |              |  |  |             | 1,435   |  |  |  |  |   | 1,365   |   |  |  |  |   | 1,472   |   |  |  |  |   | 5,146   |   |
| Trusteefees                                                |             |  |                               |              | 174     |                    |              |  |  |             | 287     |  |  |  |  |   | 355     |   |  |  |  |   | 390     |   |  |  |  |   | 1,206   |   |
| Sponsorfees                                                |             |  |                               |              | 1,131   |                    |              |  |  |             | 1,801   |  |  |  |  |   | 2,540   |   |  |  |  |   | 2,814   |   |  |  |  |   | 8,286   |   |
| Marketingagentfees                                         |             |  |                               |              | 1,131   |                    |              |  |  |             | 1,801   |  |  |  |  |   | 2,540   |   |  |  |  |   | 2,814   |   |  |  |  |   | 8,286   |   |
| Otherexpenses                                              |             |  |                               |              | 167     |                    |              |  |  |             | 407     |  |  |  |  |   | 311     |   |  |  |  |   | 319     |   |  |  |  |   | 1,204   |   |
| Totalexpenses                                              |             |  |                               |              | 3,477   |                    |              |  |  |             | 5,731   |  |  |  |  |   | 7,111   |   |  |  |  |   | 7,809   |   |  |  |  |   | 24,128  |   |
| NetGain/(Loss)                                             |             |  |                               | $            | (3,230  | )                  |              |  |  | $           | 3,152   |  |  |  |  | $ | 104,610 |   |  |  |  | $ | 30,678  |   |  |  |  | $ | 135,210 |   |
| Gain/(Loss)pershare                                        |             |  |                               | $            | (0.05   | )                  |              |  |  | $           | 0.03    |  |  |  |  | $ | 0.91    |   |  |  |  | $ | 0.24    |   |  |  |  | $ | 1.30    |   |
| Weightedaverage number ofshares                            |             |  |                               |              | 71,367  |                    |              |  |  |             | 105,748 |  |  |  |  |   | 114,603 |   |  |  |  |   | 125,475 |   |  |  |  |   | 104,262 |   |
|                                                            |

F-10

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streetTRACKS®GOLD TRUST    

Notes to theFinancialStatements

4    QuarterlyStatements of Operations(unaudited)   (continued)

|                                                            |  |  |                            |   |         |                   |  |  |                                              |   |         |   |  |  |  |   |        |   |  |  |  |   |        |   |  |  |  |   |        |   |
|------------------------------------------------------------|--|--|----------------------------|---|---------|-------------------|--|--|----------------------------------------------|---|---------|---|--|--|--|---|--------|---|--|--|--|---|--------|---|--|--|--|---|--------|---|
|                                                       |  |  | Nov-12,2004 toDec-31, 2004 |   |         | Three MonthsEnded |  |  | Nov-12, 2004(date ofinception)toSep-30, 2005 |
| (All amountsexcept per share are in 000's of US$)          |  |  | Mar-31, 2005               |   |         | Jun-30,2005       |  |  | Sep-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-11

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streetTRACKS®GOLD TRUST    

Notes to theFinancialStatements

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 ended September 30, 2006and 2005 the fees payable to the Sponsor and the Marketing Agent fromthe assets of the Trust were reduced by $762,125 and $699,066respectively.

F-12

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streetTRACKS®GOLD TRUST    

Notes to theFinancialStatements

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

Amounts Payable to Related parties andother accountspayable

|                                    |  |  |             |   |        |             |  |  |  |   |      |   |
|------------------------------------|--|--|-------------|---|--------|-------------|--|--|--|---|------|---|
| (Amountsin 000's of US$)           |  |  | Sep-30,2006 |   |        | Sep-30,2005 |
| Payable toCustodian                |  |  |             | $ | (466   | )           |  |  |  | $ | (243 | ) |
| Payable toTrustee                  |  |  |             |   | (123   | )           |  |  |  |   | (48  | ) |
| Payable toSponsor                  |  |  |             |   | (875   | )           |  |  |  |   | (124 | ) |
| Payable toMarketingAgent           |  |  |             |   | (875   | )           |  |  |  |   | (124 | ) |
| Accounts Payable to relatedparties |  |  |             | $ | (2,339 | )           |  |  |  | $ | (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 discovery phaseof the lawsuit is now concluded and the case is expected to be tried inDecember 2006. The Sponsor has moved for summary judgement and themotion is pending. The Sponsor believes that it has good defenses and,therefore, believes that the outcome of the litigation will not have amaterial adverse effect on the financial statements of the Trust. TheSponsor and the World Gold Council have agreed to indemnify theMarketing 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 not

F-13

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streetTRACKS®GOLD TRUST    

Notes to theFinancialStatements

8    Indemnification   (continued)

disqualify it from receiving suchindemnification under the terms of the Trust Indenture. The Sponsorwill also be indemnified from the Trust and held harmless against anyloss, liability or expense arising under the Distribution Agreementwith the Purchaser, the Marketing Agent Agreement or any agreemententered into with an Authorized Participant which provides theprocedures for the creation and redemption of Baskets and for thedelivery of gold and any cash required for creations and redemptionsinsofar 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 and to contribute to payments that such parties may berequired to make in respect of those liabilities. The Trustee hasagreed to reimburse such parties, 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 Sponsor has agreedthat, to the extent the Trustee pays any amount in respect of thereimbursement obligations described in the preceding sentence, theTrustee, for the benefit of the Trust, will be subrogated to and willsucceed to the rights of the party so reimbursed against theSponsor.

F-14

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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:November 29, 2006

|         |                                                                                                                                                      |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| *  | 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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