<PAGE>


                                                                    EXHIBIT 10.1

                               CUSTODIAN AGREEMENT

        CUSTODIAN AGREEMENT dated as of ____________, 2004 (this "Agreement"),
by and between THE BANK OF NEW YORK, a banking corporation organized under the
laws of the State of New York and having an office at 101 Barclay Street, New
York, New York 10286, in its capacity as trustee ("Trustee") of the iShares
COMEX Gold Trust (the "Trust"), and THE BANK OF NOVA SCOTIA, a bank organized
under the laws of Canada, and having an office at One Liberty Plaza, New York,
New York 10006, as agent for Trustee ("Custodian").

        WHEREAS, Trustee wishes to establish an account with Custodian to hold
and maintain certain property which Trustee holds in its capacity as Trustee;
and

        WHEREAS, Custodian agrees to establish such custody account and to hold
and maintain the property in such account on the terms and conditions herein set
forth.

        NOW, THEREFORE, in consideration of the premises and of the agreements
hereinafter set forth, Trustee and Custodian agree as follows:

        1.      Establishment of Account.

                    (a)     Custodian shall establish and maintain one or more
    custodial accounts entitled "The Bank of New York, as trustee of the iShares
    COMEX Gold Trust" (collectively, the "Account") for the receipt and
    maintenance of: (i) Gold bars delivered to Custodian as contemplated in the
    Creation and Redemption Procedures attached hereto as Annex 1 (the
    "Procedures"); (ii) Gold received by the Custodian on an Unallocated Basis,
    as contemplated by the Procedures; and (iii) cash or other assets of the
    Trustee which may come under the possession of the Custodian (all assets
    held in the Account are collectively referred to as the "Property").

                    (b)     For purposes of this Agreement:

                "Gold" means (1) gold that (i) would be eligible for delivery in
settlement of a COMEX gold futures contract in accordance with COMEX Rules
("COMEX Gold") or (ii) meets the requirements of "good delivery" under the rules
of the London Bullion Market Association ("LBMA Gold") and (2) credit to an
account on an Unallocated Basis.

                "Unallocated Basis" means that the person in whose name gold is
so held is entitled to receive delivery of gold in the amount standing to the
credit of that person's account, but that person has no ownership interest in
any particular gold that the custodian maintaining that account owns or holds.

<PAGE>


                    (c)     The ownership of Property in the Account, whether
    any such Property is held by Custodian or by a Sub-Custodian (as defined in
    Section 5) shall be clearly recorded on Custodian's books as belonging to
    Trustee. To the extent Property is physically held in the Account, such
    Property shall also be physically segregated from the general assets of
    Custodian, the assets of Trustee in its individual capacity and the assets
    of Custodian's other customers, except in the case of Gold held on an
    Unallocated Basis.

                    (d)     Custodian will at all times take reasonable action
    to minimize the amount of Gold in the Account that is on an Unallocated
    Basis. Custodian shall allocate Gold bars to the Account so that no more
    than 430 Ounces of Gold is held in the Account on an Unallocated Basis at
    the close of each business day of the Custodian.

        2.      Representations and Warranties of Custodian. Custodian hereby
represents and warrants that, as of the date of this Agreement and as of any
date on which Gold is credited to, debited from, or substituted in, the Account:

                    (a)     it is a bank, duly organized under the laws of its
    country of organization as set forth above, and it is regulated as such by
    that country's government or an agency thereof;

                    (b)     it has and shall maintain during the term of this
    Agreement at least the minimum amount of capital required to be an approved
    depository in respect of gold futures traded on COMEX;

                    (c)     this Agreement has been duly authorized, executed
    and delivered on its behalf and constitutes the legal, valid and binding
    obligation of Custodian;

                    (d)     the execution, delivery and performance of this
    Agreement by Custodian do not and will not violate any applicable law or
    regulation and do not require the consent of any governmental or other
    regulatory body except for such consents and approvals as have been
    obtained, which are identified on Schedule A hereto and which are in full
    force and effect; and

                    (e)     Gold substituted by it for other Gold previously
    held in the Account meets part (1) of the definition of "Gold" in this
    Agreement and has a fine weight at least equal to the fine weight of the
    Gold for which it was substituted.

        3.      Undertakings and Agreements of Custodian. Custodian hereby
undertakes and agrees that, so long as any Property is held in the Account:

                                        2

<PAGE>

                    (a)     Insurance. Custodian shall maintain adequate
    insurance in support of the indemnification provided for in Section 11
    hereof, and otherwise covering any loss of Property. Custodian shall provide
    Trustee with evidence of such insurance coverage as of the date of this
    Agreement and thereafter upon Trustee's request. Such insurance coverage
    will not be reduced without 30 days' prior written notice to Trustee. Upon
    reasonable prior written notice, in connection with the preparation of the
    initial registration statement under the Securities Act of 1933 for shares
    of the Trust or any amendment to that registration statement or any
    subsequent registration statement for those shares, Custodian will allow its
    insurance to be reviewed by Trustee, the Sponsor, any underwriter mentioned
    in that registration statement or amendment and their respective counsel.
    However, Custodian may require any party seeking to review its insurance
    under the preceding sentence, as a condition of making that review, to
    execute a reasonable confidentiality agreement in a form determined by
    Custodian in its reasonable discretion covering that review.

                    (b)     Charges; Liens. The Property shall not be subject to
    any right, charge, security interest, lien or claim of any kind in favor of
    Custodian, any Sub-Custodian or any creditor of any of them, except a claim
    of payment for the safe custody and administration of the Property or, in
    the case of cash deposits, liens or rights in favor of creditors of the
    Custodian arising under bankruptcy, insolvency, or similar laws. Custodian
    shall not loan, hypothecate, pledge or otherwise encumber any Property in
    the Account absent Trustee's written instructions.

                    (c)     Transferability. Beneficial ownership of the
    Property shall be freely transferable without the payment of money or value
    other than for safe custody or administration.

                    (d)     Records. Adequate records will be maintained by
    Custodian identifying the Property as belonging to Trustee. Such records
    shall include, with respect to the Account, (i) journals or other records of
    original entry containing an itemized daily record in detail of all receipts
    and deliveries of Property (including adequate information to uniquely
    identify each bar of Gold received in or delivered from the Account, except
    for Gold held on an Unallocated Basis) and all receipts and disbursements of
    cash; (ii) ledgers (or other records) reflecting (A) Property in physical
    possession and (B) Gold held on an Unallocated Basis, and allocations made
    daily in respect thereof, as provided in Section 17; and (iii) such other
    books and records as Trustee may reasonably request.

                    (e)     Reports. For each business day, not later than 9:00
    a.m., New York time on the following business day, Custodian shall transmit
    to Trustee by facsimile message signed by an Authorized Person of the
    Custodian set forth on Schedule B-2 and by e-mail information showing the
    movement of Gold into and out of the Account, identifying separately each
    transaction and any substitution or

                                        3

<PAGE>

    relocation of Gold made under Section 4(e). Custodian shall supply to
    Trustee at least monthly, within ten business days following the end of each
    calendar month, by facsimile message signed by an Authorized Person of the
    Custodian a written statement which (i) lists all Property held in the
    Account including a weight list for the Gold in the Account (other than Gold
    held on an Unallocated Basis) containing information sufficient to uniquely
    identify each bar of Gold; (ii) identifies the entity having physical
    possession of such Property; and (iii) details all transactions involving
    the Account, including daily balances held on an Unallocated Basis and all
    transfers to or from the Account or any account with a Sub-Custodian
    containing Property held for the benefit of Trustee and Account and any
    substitutions or relocations of Gold held in the Account. Such reports shall
    also include any other information that Trustee may reasonably request.
    Custodian shall provide additional weight lists to the Trustee upon request
    from the Trustee. For each business day, not later than 9:00 a.m., New York
    time on the following business day, Custodian shall transmit to COMEX by
    facsimile message signed by an Authorized Person of Custodian set forth on
    Schedule B-2 a report showing the total number of fine ounces of Gold held
    in the Account in each of (1) New York, (2) London and (3) any other
    location, and showing in each case the amount of Gold that in the form of
    (i) 400 ounce bars and (ii) 100 ounce or 1 kilogram bars. The parties
    understand and agree that Custodian (x) will not know, (y) will not have any
    duty to determine, and (z) except as provided in Section 2, in making any
    report required under this Agreement will not be considered to be making any
    representation or warranty as to, whether in fact the Gold deposited with it
    contains the amount of pure gold indicated on the bars. Except for Gold
    deposited by it in substitution for other Gold held in the Account,
    CUSTODIAN DISCLAIMS ALL LIABILITY FOR THE GENUINENESS AND FINENESS OF GOLD
    DEPOSITED WITH IT UNDER THIS AGREEMENT.

                    (f)     Notice of Changes. Custodian shall notify Trustee
    immediately in writing if (i) Custodian receives notice of any claim against
    the Property other than a claim for payment of safe custody or
    administration permitted by this Agreement; (ii) Custodian shall otherwise
    fail to comply with any of the provisions of this Agreement; or (iii) any of
    the representations and warranties in Section 2 shall cease to be true and
    correct.

                    (g)     Location of Gold. Gold in the Account shall be held
    by the Custodian (or a Sub-Custodian pursuant to Section 5) at (i) in the
    case of COMEX Gold, at premises located in The City of New York that are
    licensed or designated for the storage of gold by COMEX or, if agreed in
    writing between the parties with the Sponsor's approval, at premises in
    another location that are licensed by COMEX or (ii) in the case of LBMA
    Gold, premises located in The City of New York or London, England or in
    another location agreed in writing between the parties with the Sponsor's
    approval.

                                        4

<PAGE>

                    (h)     Capacity. Custodian will have no obligation to
    accept a deposit of Gold under this Agreement if it lacks Capacity.
    Custodian lacks "Capacity" to accept a proposed deposit of Gold if and to
    the extent that (i) there is not enough physical space in vaults available
    to the Custodian in the relevant city to store that Gold, (ii) vault
    facilities available to Custodian in the relevant city cannot accept that
    Gold on the proposed date of deposit or (iii) after giving effect to the
    proposed deposit, the value of all Gold held in the Account would exceed
    $2 billion.

        4.      Powers and Duties of Custodian.

                    (a)     Delivery, Receipt and Maintenance of Property.
    Custodian shall receive, hold, release and deliver Property from the Account
    only in accordance with this Agreement and the Procedures.

                    (b)     Release of Property. No Property held in the Account
    shall be released in any manner whatsoever except upon written instructions
    of Trustee. Custodian will deliver Gold by making Gold bars available for
    collection at its office or at the office of a Sub-Custodian at which the
    Gold is held. However, Custodian will, upon the order of the Trustee,
    deliver amounts of up to 430 troy ounces of gold on an Unallocated Basis.

                    (c)     Payment of Taxes. Unless Trustee otherwise instructs
    Custodian, Custodian shall pay or cause to be paid from the Account any and
    all taxes and levies in the nature of taxes imposed on the Property by any
    governmental authority and shall use its best efforts to secure relief from
    taxation and other privileges and benefits with respect to the Property;
    provided that Custodian shall provide to Trustee an advice or notification
    as to any such payments, and provided further that Custodian shall not
    liquidate any Gold in order to make such payments without the prior written
    consent of Trustee. Custodian will furnish Trustee with written explanations
    of its efforts to secure such relief. Trustee shall promptly reimburse
    Custodian for the amount of any taxes or levies paid by the Custodian under
    this Section 4(c).

                    (d)     Other Information. Custodian shall provide to
    Trustee (i) its most recent audited financial statements promptly after such
    statements are prepared; (ii) a copy of any reports obtained by Custodian on
    the accounting system and internal accounting controls and procedures used
    by any Sub-Custodian at which any Property is held; (iii) information
    regarding Custodian's policies and procedures, the local law applicable to
    its activities, and the overall regulatory and economic environment in which
    it operates; and (iv) the names and addresses of the governmental agencies
    or regulatory authorities which supervise or regulate Custodian and any
    Sub-Custodian with which Property has been deposited pursuant to this
    Agreement.

                                        5

<PAGE>

                    (e)     Substitution and Relocation of Gold. With the prior
    approval of Trustee (in consultation with the Sponsor), Custodian may (i)
    substitute other Gold for Gold held in the Account, provided that there is
    no change in the total number of fine troy ounces of Gold held in the
    Account and (ii) at its own risk and expense, move Gold held in the Account
    from one location to another location otherwise permitted under this
    Agreement.

                    (f)     Purchases of Gold by Custodian. When requested by
    Trustee on any day on which the COMEX is open for regular trading, Custodian
    will purchase from Trustee for cash and for same day settlement, the amount
    of Gold that the Trustee specifies as necessary to pay the expenses of the
    Trust at a price per ounce equal to the settlement price for the expiring
    COMEX gold futures contract for that day. Custodian will pay to the Trustee
    the proceeds of each purchase of Gold made under this Section 4(f) when
    requested by the Trustee or otherwise on the first day on which COMEX is
    open for regular trading following the end of the month in which the
    purchase was made.

        5.      Use of Subcustodians.

                    (a)     Qualifications. Custodian may, with the prior
    written consent of Trustee, entrust Gold held in the Account to a specified
    subcustodian that is eligible to act as a custodian of Gold under applicable
    laws and regulations (a "Sub-Custodian") selected by Custodian with due
    care.

                    (b)     Separate Account; Bookkeeping; Instructions. Gold
    held by a Sub-Custodian shall be kept in an account of Custodian at such
    Sub-Custodian that contains only Gold held by Custodian for its customers,
    and Custodian shall separately identify on its books Gold that is so held on
    behalf of Trustee. The account of Custodian with each such Sub-Custodian
    shall be subject only to the instructions of Custodian.

                    (c)     Monitoring. Custodian shall monitor the conduct of
    each Sub-Custodian, and promptly advise Trustee of any difficulties or
    problems (financial, operational or otherwise) existing with respect to such
    Sub-Custodian of which Custodian is aware and shall take appropriate and
    lawful action to protect and safekeep Trustee's Property deposited with such
    Sub-Custodian, including to the extent feasible, the withdrawal of such
    Property from such Sub-Custodian.

                    (d)     Access and Inspection. Custodian shall not entrust
    Gold held in the Account to any Sub-Custodian other than The Bank of England
    unless that Sub-Custodian grants rights of access and inspection to records
    and Gold that are similar to those granted by Custodian in Section 7.

        6.      Use of Agents. Custodian is authorized in its discretion to use
agents in connection with Custodian's handling of transactions hereunder,
provided that any such use shall not relieve Custodian of any of its
responsibilities or liabilities hereunder.

        7.      Access to Records; Inspection Rights. Custodian shall permit
officers and properly designated representatives of Trustee and independent
public accountants for the

                                        6

<PAGE>

Trust identified by Trustee reasonable access to the records of the Account for
the purpose of confirming the content of those records. Upon at least ten days'
prior notice, during Custodian's regular banking hours, any officer or properly
designated representative of Trustee, any independent public accountants for the
Trust identified by Trustee and any person designated by any regulatory
authority having jurisdiction over Trustee or the Trust shall be entitled to
examine on Custodian's premises the Property held by Custodian on its premises
pursuant to this Agreement and Custodian's records regarding the Property held
hereunder at a Sub-Custodian in accordance with Section 5 hereof, but only upon
receipt from Trustee of properly authorized instructions to that effect. In
addition, Custodian shall cooperate with Trustee in providing to Trustee's
external auditors and the Trust's external auditors such reports (or portions
thereof) of the external auditors of Custodian as relate directly to Custodian's
system of internal accounting controls and procedures applicable to its duties
under this Agreement.

        8.      Instructions from Trustee; Other Notices; Addresses.

                    (a)     Instructions from Trustee. Whenever in this
    Agreement it is provided that Custodian is authorized to act or refrain from
    acting on instructions, approval or consent of, or notice from, the Trustee,
    Custodian is so authorized to act or refrain from acting only on
    instructions, approval, consent or notice given in accordance with this
    Section 8(a). As used in this Section 8(a), the term "instructions" shall be
    deemed to include approvals, consents or notices. Custodian is authorized to
    rely and act upon written instructions signed by an authorized person
    designated in the schedule attached hereto as Schedule B-1 ("Authorized
    Persons"), as such Schedule may be changed from time to time by written
    notice to Custodian from Trustee. Instructions in writing shall include (i)
    instructions in writing (including facsimile transmissions) signed by an
    Authorized Person; (ii) telex or tested telex instructions of Trustee and
    S.W.I.F.T. messages; and (iii) such other forms of communication as may be
    agreed upon from time to time by Trustee and Custodian. Except where
    otherwise provided in this Agreement, Custodian is further authorized to
    rely upon instructions received orally or by any other means which are
    identified as having been given by an Authorized Person and which conform to
    any agreement which might be entered between Trustee and Custodian regarding
    the method of identification or the means of transmission of such
    instructions. Any oral instructions shall be promptly confirmed in writing.

                    (b)     Other Notices; Addresses. Except as otherwise
    specifically provided herein, all notices contemplated by this Agreement
    shall be in writing signed by an Authorized Person listed on Schedule B-1 or
    Schedule B-2, as applicable, and, except as otherwise agreed in writing from
    time to time by the parties, shall be given by facsimile transmission, telex
    or tested telex, courier, or first-class mail, postage prepaid. Such notices
    shall be given, and shall be deemed given when received, at the addresses
    set forth in Schedule C hereto, as such

                                        7

<PAGE>

    Schedule may be amended from time to time upon prior written notice from the
    Trustee to the Custodian or from the Custodian to the Trustee, as the case
    may be.

        9.      Subrogation. Trustee and the Trust shall be subrogated to the
rights of Custodian with respect to any claim against a Sub-Custodian or any
other person for any loss or damage suffered by Trustee or the Trust if and to
the extent that Trustee and the Trust have not been made whole for such loss or
damage, and Custodian hereby assigns all such rights to Trustee. The exercise by
Trustee of the rights granted in this Section 9 shall not affect Custodian's
liabilities under Section 11 of this Agreement.

        10.     Annual Certificate. Custodian shall deliver annually to Trustee
and more frequently if requested by Trustee, a certificate dated the date of
delivery, certifying that Custodian has, since the date of this Agreement or the
date of the preceding such certificate, complied with the terms and conditions
of this Agreement and that Custodian's representations and warranties in Section
2 of this Agreement continue to be true and correct.

        11.     Liability of Custodian; Indemnification.

                    (a)     Custodian shall be liable for and shall indemnify
    Trustee for, and hold Trustee harmless from, any loss, damage, cost,
    judgment, expense or any other liability (including, but not limited to
    legal fees and expenses) ("Losses") incurred by Trustee (individually or in
    its capacity as Trustee) relating to or arising from, directly or
    indirectly, any breach of the representations and warranties of Custodian
    contained in this Agreement or any act or omission of Custodian under this
    Agreement, including, without limiting the generality of the foregoing, (i)
    any failure by Custodian to act or refrain from acting in accordance with
    instructions under Section 8(a) from Trustee; and (ii) any physical loss,
    destruction or damage to the Property, except, in each case, for Losses
    arising from nuclear fission or fusion, radioactivity, war, terrorist event,
    invasion, insurrection, civil commotion, riot, strike, act of government or
    public authority, act of God or a similar cause that is beyond the control
    of Custodian. Trustee shall notify Custodian promptly of any proceeding or
    claim for which Trustee may seek indemnity, and the Custodian shall
    cooperate fully with the Trustee with respect to any such proceeding or
    claim. Custodian's deposit of Gold held in the Account with a Sub-Custodian
    pursuant to Section 5 hereof shall not affect Custodian's responsibilities
    or liabilities or in any way limit or relieve Custodian of its
    responsibilities or liabilities under this Section 11, and Custodian shall
    remain fully liable with respect to such Property as if it had itself
    retained physical possession of it.

                    (b)     Trustee shall indemnify Custodian for and hold
    Custodian harmless against any loss or claim, including reasonable fees of
    counsel, resulting from acts of omissions by Custodian in compliance with
    instructions from Trustee in accordance with Section 8(a) that Custodian
    reasonably believes were given by an

                                        8

<PAGE>

    Authorized Person of Trustee, including instructions to release Property
    from the Account to a person designated by Trustee.

        12.     Fees and Expenses. Fees and expenses for the services rendered
by Custodian under this Agreement shall be payable in accordance with the fee
agreement which has been executed by the parties hereto and Barclays Global
Investors, N.A. (the "Sponsor"), as that agreement may be amended from time to
time by the parties to it in accordance with its terms.

        13.     Termination. This Agreement may be terminated (a) by Trustee
immediately without prior notice to Custodian upon the occurrence of any event
specified in clauses (i), (ii) and (iii) of Section 3(f); or (b) by either party
upon sixty (60) days' prior written notice to the other, sent by certified or
registered mail, express courier, facsimile, telex or telegram; provided, that
the provisions of Sections 9, 11 and 15 hereof shall survive the termination of
this Agreement. Upon the termination date, Custodian shall deliver all Property
held in the Account to Trustee (or to such successor custodian as Trustee may
specify before the termination date).

        14.     Confidentiality. Subject to the foregoing provisions of this
Agreement and subject to any applicable law, Custodian shall use its best
efforts to maintain the confidentiality of matters concerning the Property in
the Account.

        15.     Choice of Law; Submission to Jurisdiction.

                    (a)     This Agreement shall be governed by and construed in
    accordance with the internal substantive laws of the State of New York,
    without giving effect to conflict of laws principles. All actions and
    proceedings relating to or arising from, directly or indirectly, this
    Agreement may be brought by Trustee in courts located within the State of
    New York, and shall be litigated only in courts located within the State of
    New York if brought by Custodian against Trustee. The parties hereto hereby
    waive the right to a trial by jury in any such action or proceeding brought
    by Trustee or Custodian, and Custodian hereby submits to the personal
    jurisdiction of such courts and to the personal jurisdiction of any court or
    administrative agency in which any action or proceeding is brought by any
    person (other than Custodian) against Trustee, relating to or arising from,
    directly or indirectly, any act or omission of Custodian under this
    Agreement.

        If the Custodian does not maintain an office in The City of New York,
the Custodian shall appoint and maintain an agent located in The City of New
York upon whom process may be served in any action or proceeding which may be
instituted by the Trustee or by any other person in any court or administrative
agency relating to or arising from, directly or indirectly, any act or omission
of Custodian under this Agreement. If the Custodian is required to maintain an
agent for service of process under the preceding sentence, the Custodian shall
notify the Trustee of the appointment of that agent and provide Trustee with
evidence of acceptance by that agent of that appointment. Service

                                        9

<PAGE>

of process upon such agent at the office of such agent for service of process
shall be deemed in every respect effective service of process upon the Custodian
in any such action or proceeding. The Custodian further agrees to take any and
all action, including the execution and filing of any and all such documents and
instruments, as may be necessary to continue in force such designation and
appointment of such agent or its successor.

        16.     Legal Opinion. Custodian will furnish to Trustee an opinion of
counsel acceptable to Trustee addressed to Trustee and dated the date hereof to
the effect that:

                    (a)     the execution, delivery and performance by Custodian
    of this Agreement have been duly authorized by Custodian and do not and will
    not violate any applicable law or regulation and do not require the consent
    of any governmental or other regulatory body except for such consents and
    approvals as have been obtained and set forth on Schedule A hereto; and

                (b)     this Agreement has been duly executed and delivered by
Custodian and constitutes the legal, valid and binding obligation of Custodian,
enforceable in accordance with its terms.

        17.     Procedures. Trustee and Custodian agree that the provisions of
the Procedures are hereby incorporated into and made a part of this Agreement
and Custodian agrees to comply with the Procedures. Trustee, with the prior
written consent of Sponsor, may modify the Procedures from time to time upon
reasonable advance notice and, if the modifications relate to the duties of
Custodian, after consultation with Custodian.

        18.     Miscellaneous. Except as otherwise specifically provided in this
Agreement, this Agreement may not be amended nor may any provision hereof be
waived except by writing signed by the party against whom enforcement is sought.
Any provisions of this Agreement that require the consent of, or consultation
with, the Sponsor are intended for the benefit of the Sponsor and may not be
amended or modified without the Sponsor's written consent. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which constitute one and the same instrument. This Agreement shall inure to the
benefit of and be binding upon the parties and their respective successors and
assigns; provided, that this Agreement shall not be assignable by either party
without the prior written consent of the other. This Agreement contains the
entire agreement between Custodian and Trustee relating to custody of Property
held by Custodian on behalf of Trustee and supersedes all prior agreements and
understandings relating to such subject matter. The invalidity, illegality or
unenforceability of any provision of this Agreement shall in no way affect the
validity, legality or enforceability of any other provision; and if any
provision is held to be unenforceable as a matter of law, the other provisions
shall not be affected thereby and shall remain in full force and effect. The
captions included in this Agreement are included only for the convenience of the
parties and in no way define or limit any of the

                                       10

<PAGE>

provisions hereof or otherwise affect their construction or effect. Capitalized
terms used in this Agreement (including its attachments) that are defined in the
Depositary Trust Agreement dated as of the date of this Agreement between the
Sponsor and Trustee and not otherwise defined in this Agreement shall have the
meanings given them in that agreement.

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<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and sealed by their respective officers thereunto duly authorized.

THE BANK OF NOVA SCOTIA                 THE BANK OF NEW YORK, as Trustee of the
                                        iShares COMEX Gold Trust


By:                                     By:
    ------------------------               --------------------------
Name:                                   Name:
Title:                                  Title:

                                       12

<PAGE>

                                   SCHEDULE A

                               NECESSARY CONSENTS

                           Dated _______________, 2004

<PAGE>

                                  SCHEDULE B-1

                          AUTHORIZED PERSONS OF TRUSTEE

                         Dated __________________, 2004

The names, titles and specimen signatures of the "Authorized Persons" of Trustee
are as follows:

Name                    Title                   Signature
----                    -----                   ---------

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<PAGE>

                                  SCHEDULE B-2

                         AUTHORIZED PERSONS OF CUSTODIAN

                         Dated __________________, 2004

The names, titles and specimen signatures of the "Authorized Persons" of
Custodian are as follows:

Name                    Title                   Signature
----                    -----                   ---------

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<PAGE>

                                   SCHEDULE C

                                     NOTICES

                         Dated ___________________, 2004

If to Trustee:                  Exchange Traded Funds Division
                                The Bank of New York
                                101 Barclay Street - Floor 6E
                                New York, New York 10286
                                U.S.A.
                                Attention:   Alfred Irving or Jarvis Joseph
                                Telephone:   (212) 815-6250
                                Facsimile:   (212) 815-6218
                                e-mail:      airving@bankofny.com

If to Custodian:                ScotiaMocatta Division
                                The Bank of Novia Scotia
                                One Liberty Plaza
                                New York, New York 10006
                                Attention:   _____________________
                                Telephone:   _____________________
                                Facsimile:   _____________________
                                e-mail:      _____________________

If to COMEX:                    Commodity Exchange, Inc.
                                One North End Avenue
                                New York, New York 10282
                                Attention:   _____________________
                                Telephone:   _____________________
                                Facsimile:   _____________________
                                e-mail:      _____________________

                                       16

<PAGE>

                                     ANNEX 1

                                   PROCEDURES

                                       17