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Form of Custodial Agreement

This is an actual contract by Ishares Gold Trust.
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Sectors: Metals and Mining
Governing Law: New York, View New York State Laws
Effective Date: January 01, 2004
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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.


(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:


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(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


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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
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