EX-10.6.2




 Exhibit 10.6.2 

SECOND AMENDMENT TO THE 

AMENDED AND RESTATED MARKETING AGENT AGREEMENT 

This SECOND AMENDMENT TO THE AMENDED AND RESTATED MARKETING AGENT AGREEMENT (the “Amendment”) dated November 30, 2022
and effective as of December 6, 2022 between World Gold Trust Services, LLC, a Delaware limited liability company (the “Sponsor” or “WGTS”), and State Street Global Advisors Funds Distributors, LLC (formerly,
State Street Global Markets, LLC), a Delaware limited liability company (the “Marketing Agent” or “SSGA FD”). 

WHEREAS, the Sponsor and the Marketing Agent entered into an Amended and Restated Marketing Agent Agreement dated as of July 17, 2015
(the “Agreement”) pursuant to which WGTS has retained SSGA FD as the exclusive marketing agent of SPDR® Gold Trust (the “Trust”); 

WHEREAS, the Sponsor and the Marketing Agent entered into a Master Marketing Agent Agreement dated as of July 17, 2015, as amended (the
“Master Marketing Agent Agreement”), pursuant to which WGTS has retained SSGA FD as the exclusive marketing agent of the Funds (as such term is defined in the Master Marketing Agent Agreement); 

WHEREAS, the Sponsor and the Marketing Agent amended the Agreement on May 4, 2018 to modify the intended use of the Marketing Budget and
reflect a change in the Marketing Agent’s name; 
 WHEREAS, the Sponsor and Marketing Agent desire to amend the Agreement to revise the
definition of the Custodian to include JPMorgan Chase Bank, N.A.; and 
 WHEREAS, the parties desire to amend the Agreement to reflect the
aforementioned modification and change as set forth herein; 
 NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises set forth below, the parties agree as follows: 
  

	 	1.	 The first recital shall be revised in its entirety to read as follows: 



WHEREAS, the SPDR® Gold Trust (the “Trust”) is governed by the
Trust Indenture dated as of November 16, 2004 (as amended, supplemented or otherwise modified from time to time, the “Trust Indenture”) between the Sponsor and The Bank of New York, a New York banking corporation, not in its
individual capacity, but solely as the trustee (the “Trustee”), pursuant to which the Trust has and will issue SPDR® Gold Shares (the “Shares”), which
represent units of fractional undivided beneficial interest in and ownership of the Trust, upon the deposit of gold with the Custodian (as defined in the Trust Indenture). 
  

	 	2.	 The following definition shall be added in its proper alphabetical place to Article 1.1
“Definitions”: 













 “Custodian” has the meaning set forth in the Trust Indenture.

  

	 	3.	 All other terms, conditions, provisions and sections of the Agreement shall remain in full force and effect.



  

	 	4.	 This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall
be deemed an original, but together shall constitute one and the same amendment. 


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intentionally left blank] 











 IN WITNESS WHEREOF, the Marketing Agent and the Sponsor have each caused this Amendment to be duly executed
and delivered as of the date first above written. 
  

			
	STATE STREET GLOBAL ADVISORS
	FUNDS DISTRIBUTORS, LLC
		
	By:	 	 /s/ Susan R. Thompson

	Name:	 	Susan R. Thompson
	Title:	 	EVP
	
	WORLD GOLD TRUST SERVICES, LLC
		
	By:	 	 /s/ Joseph R. Cavatoni

	Name:	 	Joseph R Cavatoni
	Title:	 	Principal Executive Officer