Exhibit 10.6
 MARKETING AGENT AGREEMENT
 ®
 W I T N E S S E T H
 ® ®
    Section 1  Definitions
 Definitions
 Act
 Affiliate
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Business Day
 Control
 Distribution Agreement
 ETF
 Governmental Entity
 Law
 Orders
 Person
 Preliminary Prospectus
 Prospectus
 Reimbursement Agreement
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Related Agreements
 Related ETF
 Representative
 Registration Statement
 Similar ETF
 UBS
 Section 2  Representations and Warranties of the Sponsor
 Representations and Warranties of the Sponsor
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,
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Section 3  Exclusive Marketing Agent and Structure of Trust
 Appointment
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Name of the Trust; License ® Exhibit A the Marketing Agent License ®
  Marketing Agent Fee Section 3.3(b)
 Expenses Cap
 WGC/WGTS License Exhibit B WGC/WGTS License
 Expenses
 Section 4  Covenants of the Sponsor
 Certain Covenants of the Sponsor
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1.
    
    the Trust is validly existing as an investment trust under the laws of the
State of New York, as described in the Registration Statement and the Prospectus, and
the Trustee has all power and authority to issue and deliver the Shares as contemplated
therein and to execute and deliver the Reimbursement Agreement;2.
    
    the Sponsor has been duly organized and is validly existing as a limited
liability company in good standing under the laws of the State of Delaware, with full
corporate power and authority to conduct its business as described in the Registration
Statement and the Prospectus and to execute and deliver this Agreement;3.
    
    the Sponsor is duly qualified and is in good standing in each jurisdiction
where the conduct of its business requires such qualification;4.
    
    this Agreement has been duly authorized, executed and delivered by the Sponsor;5.
    
    the Shares issuable by the Trust as described in the Registration Statement, when
issued in accordance with the terms of the Trust Indenture as described in the
Registration Statement, will have been duly authorized and validly issued and fully
paid and nonassessable;6.
    
    the Shares conform to the description thereof contained in the Registration
Statement and the Prospectus;7.
    
    the Registration Statement and the Prospectus (except as to the financial
statements and schedules and other financial information contained therein, as to which
such counsel need express no opinion) comply as to form in all material respects with
the requirements of the 1933 Act;8.
    
    the Registration Statement has become effective under the 1933 Act and, to such
counsels knowledge, no stop order proceedings with respect thereto are pending
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or threatened under the 1933 Act and any required filing of the Prospectus and any
supplement thereto pursuant to Rule 424 under the 1933 Act has been made in the manner
and within the time period required by such Rule 424;9.
    
    no approval, authorization, consent or order of or filing with any federal, or
New York State governmental or regulatory commission, board, body, authority or agency
is required in connection with the issuance and sale of the Shares and consummation by
the Sponsor of the transactions contemplated in the Prospectus other than registration
of the Shares under the 1933 Act (except such
counsel need express no opinion as to any necessary qualification under the state
securities or blue sky laws of any state or the laws of any jurisdictions outside
the United States);10.
    
    the execution, delivery and performance of this Agreement by the Sponsor, the
issuance and delivery of the Shares by the Trust and the consummation by the Sponsor
and the Trustee on behalf of the Trust of the transactions contemplated hereby do not
and will not conflict with, result in any breach or violation of or constitute a
default under (nor constitute any event which with notice, lapse of time or both would
result in any breach or violation of or constitute a default under) the amended and
restated limited liability company agreement of the Sponsor or the Trust Indenture, or
any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence
of indebtedness, or any license, lease, contract or other agreement or instrument known
to such counsel after reasonable investigation (based on a certificate of an officer of
the Sponsor) to which the Sponsor or the Trustee is a party or by which either of them
or any of their respective properties may be bound or affected, or any federal, or New
York State law, regulation or rule or any decree, judgment or order applicable to the
Sponsor or the Trust and known to such counsel;11.
    
    to such counsels knowledge, neither the Sponsor nor the Trust is in breach or
violation of or in default under (nor has any event occurred which with notice, lapse
of time, or both would result in any breach or violation of, or constitute a default
under) their respective constitutive documents, or any federal or New York State law,
regulation or rule applicable to the Sponsor or the Trust;12.
    
    to such counsels knowledge, there are no affiliate transactions, off-balance
sheet transactions, contracts, licenses, agreements, leases or documents of a character
which are required to be described in the Registration Statement or the Prospectus or
to be filed as an exhibit to the Registration Statement which have not been so
described or filed;13.
    
    to such counsels knowledge, there are no actions, suits, claims,
investigations or proceedings pending, or threatened to which the Sponsor or the
Trustee is or would be a party or to which any of their respective properties is or
would be subject at law or in equity, before or by any federal, state, local or foreign
governmental or regulatory commission, board, body, authority or agency which are
required to be described in the Registration Statement or the Prospectus but
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are not so
described;14.
    
    the Trust is not and, after giving effect to the offering and sale of the
Shares, will not be an investment company or an entity controlled by an investment
company, as such terms are defined in the Investment Company Act of 1940, as amended;
and15.
    
    the information in the Registration Statement and the Prospectus under the
headings Risk Factors-Competing claims over ownership of intellectual property
rights related to the Trust could adversely affect the Trust and an investment in
the Shares, Business of the Trust-License Agreement, Description of the Shares,
United States Federal Tax Consequences, Description of the Trust Indenture,
Description of the Custody Agreements and Legal Proceedings insofar as such
statements constitute a summary of documents or matters of law are accurate in all
material respects and present fairly the information required to be shown.
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Section 5  Resource Commitments
  Section 5.1
  (i)
    
    finalize the Registration Statement and the governing documents of the Trust
and the Trusts service providers, communicate with the Commission to obtain approval
of the Registration Statement and the Trusts no-action relief request letter and
communicate with the NYSE to obtain approval of the listing of the Shares on the NYSE;(ii)
    
    develop the content and information to be used on the Trusts website; and(iii)
    
    develop the marketing strategy for the Trust and the Shares in the United States.
  Section 5.2
  (i)
    
    include the Trust in the ETF family based marketing
and advertising of the Marketing Agent;(ii)
    
    in good faith, and subject to existing market conditions, use
commercially-reasonable efforts to market the Trust (with due regard to the Marketing
Agents efforts with respect to other comparably sized and revenue generating ETFs
marketed by the Marketing Agent);(iii)
    
    ensure that the ETF road shows or presentations of the Marketing Agent include
the Trust at least as prominently as other comparably-sized and revenue generating ETFs
or future commodity-linked products marketed by them;(iv)
    
    include gold in strategic and tactical ETF research of the Marketing Agent; and(v)
    
    incorporate the Trust into the streetTRACKS website and into any ETF-related
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asset allocation model of the Marketing Agent and its Affiliates.
  Joint Reviews
  (i)
    
    conduct at least once each calendar quarter in which the annual review
described in clause (ii) below is not conducted, a review of the performance of the
Trust, with such review to include the senior management of the Sponsor and the senior
management of the Marketing Agent and to cover such topics as asset growth/decline,
sales strategy, new business efforts, new product initiatives and stock exchange
trading activity; and(ii)
    
    conduct at least once each calendar year, a review of the overall performance
of the Trust, which will include a review of the most recent quarterly period, with
such review to include the chief executive officer of the Sponsor and senior management
of the Marketing Agent and to cover such topics as strategic direction and new business
initiatives.
 Section 5.3
 Information Provided to Marketing Agent
 Conditions to Marketing Agents Obligations
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Section 6  Similar ETFs and Related ETFs; Other Agreements
 Sponsors Related ETF and Similar ETF Obligations
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Section 6.1
 Marketing Agents Related ETF and Similar ETF Obligations Section 6.2
 Development Efforts; Status After Termination
 Section
6.1 Section 6.2
 Section 6.1 Section 6.2
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Dual Listing Rights
 Options and Derivatives
 Press Release
 Section 7  Indemnification
 Indemnification of Marketing Agent
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Section 8  Duration
 Duration
 Sponsor Buy-Out Options
 First
Benchmark Second Benchmark Third
Benchmark
 (i)
    
    elect by written notice to the Marketing Agent to terminate this Agreement by
paying to the Marketing Agent one of the following payments:
 (A)
    
    if the First Benchmark has not been exceeded,
an amount equal to the present fair market value of the future payments
the Marketing Agent and its Affiliates would otherwise receive from the
Trust hereunder over the subsequent ten (10) year period, plus ten
percent (10%) of such value;(B)
    
    if the Second Benchmark has not been exceeded,
an amount equal to the present fair market value of the future payments
the Marketing Agent and its Affiliates would otherwise receive from
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the
Trust hereunder over the subsequent ten (10) year period, plus twenty
percent (20%) of such value; or(C)
    
    if the Third Benchmark has not been exceeded,
an amount equal to the present fair market value of the future payments
the Marketing Agent and its Affiliates would otherwise receive from the
Trust hereunder over the subsequent ten (10) year period, plus thirty
percent (30%) of such value;
 provided, that, if at the time of such election any Similar ETF or Related ETF has
been listed on an exchange in the United States for more than a year and such
Similar ETF or Related ETF is not Controlled or sponsored by the Sponsor, on the one
hand, or the Marketing Agent or any of its Affiliates, on the other hand (a
Competing ETF ), such election will not be available; or(ii)
    
    elect by written notice to the Marketing Agent to terminate this Agreement by
paying to the Marketing Agent an amount equal to the present fair market value of the
future payments the Marketing Agent and its Affiliates would otherwise receive from the
Trust hereunder over the subsequent ten (10) year period,
provided that such election may only be made if the percentage growth in the Trusts
assets under management for the relevant year of the Trusts operations are less
than the percentage growth in the assets under management of any Competing ETF for
the same twelve-month period represented by such year of the Trusts operations.
  Section 8.2 Section 8.4 Section 8.4
 Section 8.2
 Resource Reduction Control
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Fair Market Value Determination
 Section 8.4 Payment Amount Investment Bank Payment Statement
 Dispute Accountants
  Option to Terminate Following the Failure to Conclude an International Marketing Agent
Agreement
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Exercise Period provided ® ® ® ®
 Consequences of Termination
  (i)
    
    The Related Agreements shall each terminate in accordance with their terms;(ii)
    
    The parties shall, as soon as practical; take such actions as may be necessary
to change the name of the Trust from streetTRACKS® Gold Trust and to cease using the
street TRACKS® name for any other purpose connected with the Trust;(iii)
    
    The Marketing Agent will no longer use the service marks Gold Trust and Gold
Shares and may not use such service marks without the express written approval of the
Sponsor; and(iv)
    
    The parties shall cooperate reasonably with each other in connection with any
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notices or filings to be made with any governmental or regulatory body required as a
result of such termination, including the filing of any supplement or amendment to the
Registration Statement or Prospectus as a result of such termination.
  Section 9  Confidentiality
 Confidentiality
 Confidential Information
  (i)
    
    is known to such party at the time of disclosure other than as the result of a
breach of this Section 9 by such party;(ii)
    
    has been or becomes publicly known, other than as the result of a breach of
this Section 9 by such party, or has been or is publicly disclosed by the other party;(iii)
    
    is received by such party after the date of this Agreement from a third party
(unless such third party breaches an obligation of confidentiality to the other party);
or(iv)
    
    is required to be disclosed by Law or similar compulsion or in connection with
any legal proceeding, provided that such party shall promptly inform the other party in
writing of such requirement and that such disclosure shall be limited to the extent so
required and, except to the extent prohibited by Law, such party shall reasonably
cooperate with the other party (at the expense of the other party)
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in seeking a
protective order or other suitable confidentiality protections.
    Section 10  Miscellaneous
 No Third Party Beneficiaries
 Entire Agreement
 Amendment and Modification
 Successors and Assigns; Assignment
 Waiver of Compliance
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Severability
 Notices
 (a)
    
    if to Sponsor, to:
World Gold Trust Services, LLC
444 Madison Avenue
New York, New York 10022
Attention: J. Stuart Thomas
Telephone: (212) 317-3800
Facsimile: (212) 688-0410(b)
    
    if to the Marketing Agent, to:
State Street Global Markets, LLC
One Lincoln Street
Boston, Massachusetts 02111
Attention: Gus Fleites
Telephone: 617 664 4489
Facsimile: 617 664 2669
and
State Street Global Markets, LLC
One Lincoln Street
Boston, Massachusetts 02111
Attention: Bob Guerin
Telephone: 617 664 5028
Facsimile: 617 664 2669
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Governing Law; Jurisdiction
  in personam any
  No Partnership
 Force Majeure
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Interpretation
 No Strict Construction
 Counterparts; Facsimile Signatures
 [Signature Page Follows]
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WORLD GOLD TRUST SERVICES, LLCBy:
Name:
    
    /s/ J. Stuart Thomas

J. Stuart ThomasTitle:
    
    Managing DirectorSTATE STREET GLOBAL MARKETS, LLCBy:
Name:
    
    /s/ Catherine R. Norcott

Catherine R. NorcottTitle:
    
    Managing Director
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EXHIBIT A
 MARKETING AGENT LICENSE
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EXHIBIT B
 WGC/WGTS LICENSE
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EXHIBIT C
 WORLD GOLD TRUST SERVICES, LLC
 OFFICERS CERTIFICATE
 Company Agreement Marketing Agent
 1.
    
    Each of the representations and warranties of the Company
contained in the Section 2.1 of the Agreement is true and correct in all material
respects as if such representations and warranties were made as of the date
hereof. For purposes of this paragraph, the term Registration Statement as
used in Section 2.1 of the Agreement shall mean the Registration Statement as
amended or supplemented from time to time to the date hereof, and the term
Prospectus as used in Section 2.1 of the Agreement shall mean the
Prospectus as amended or supplemented from time to time to the date hereof.2.
    
    Each of the obligations of the Company to be performed by
it on or before the date hereof pursuant to the terms of the Agreement, and
each of the provisions thereof to be complied with by the Company on or
before the date hereof, has been duly performed and complied with in all
material respects
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IN WITNESS WHEREOF,
 By:Name:Title:
 
 IN WITNESS WHEREOF
 By:Name:Title:
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