EXHIBIT 4.2
FORM OF AUTHORIZED PARTICIPANT AGREEMENT
AUTHORIZED PARTICIPANT AGREEMENT (this "Agreement") dated as of [ ] among (i)
[XYZ], a [ ] organized under the laws of [ ] (the "Authorized Participant"),
(ii) The Bank of New York, a New York Banking corporation acting in its capacity
as trustee (in such capacity, the "Trustee") of the [ABC] trust (the "Trust"), a
trust created under New York law pursuant to the provisions of the Depositary
Trust Agreement (the "Trust Agreement") dated [ ], between the Trustee and
Barclays Global Investors, N.A., a national banking association, in its capacity
as sponsor of the Trust (in such capacity, the "Sponsor"), and (iii) the
Sponsor.
R E C I T A L S
A. Pursuant to the provisions of the Trust Agreement, the Trust
may from time to time issue or redeem equity securities representing an interest
in the assets of the Trust ("iShares"), in each case only in aggregate amounts
of [ ] (such aggregate amount, a "Basket"), and integral multiples thereof, and
only in transactions with a party who, at the time of the transaction, shall
have signed and in effect an Authorized Participant Agreement with the Trust.
B. [XYZ] has requested to become an "Authorized Participant"
with respect to the Trust (as such term is defined in the Trust Agreement), and
the Sponsor and the Trustee have agreed to such request.
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties, hereto, intending to be legally bound, agree as
follows:
Section 1. Procedures. The Authorized Participant will purchase or
redeem Baskets of iShares of the Trust in compliance with the Trust Agreement as
supplemented by the Creation and Redemption Procedures attached to this
Agreement as Schedule 1 (such procedures, as the same may be amended or modified
from time to time in compliance with the provisions hereof and thereof, the
"Procedures"), using the form attached thereto as Annex I in the case of an
order to purchase one or more Baskets of iShares (the "Purchase Order"), or the
form attached thereto as Annex II in case of an order to redeem one or more
Baskets of iShares (the "Redemption Order"). All Purchase Orders and Redemption
Orders (collectively, "Orders") shall be placed and executed in accordance with
the Trust Agreement as supplemented by the Procedures.
Section 2. Incorporation of Standard Terms. The Standard Terms attached
hereto as Schedule 2 are hereby incorporated by reference into, and made a part
of, this Agreement.
Section 3. Conflicts Rules. In case of any inconsistency between the
provisions of this Agreement and the Trust Agreement, the provisions of the
Trust Agreement shall control. In case of inconsistency between the provisions
incorporated by reference into this Agreement pursuant to Section 2 above and
any other provision of this Agreement, the latter will control.
Section 4. Authorized Representatives. Pursuant to Section 2.01 of the
Standard Terms, attached hereto as Schedule 3 is a certificate listing the
Authorized Representatives of the Authorized Participant.
Section 5. Notices. Except as otherwise specifically provided in the
Procedures, all notices required or permitted to be given pursuant hereto shall
be given in writing and delivered by personal delivery or by postage prepaid
registered or certified United States first class mail, return
receipt requested, or by telex, telegram or facsimile or similar means of same
day delivery (with a confirming copy by mail) addressed as follows:
(i) If to the Trustee:
The Bank of New York 000 Xxxxxxx Xxxxxx -- Xxxxx 0X
Xxx Xxxx, XX 00000 Attn:
Telephone:
Facsimile:
(ii) If to the Sponsor:
Barclays Global Investors, N.A.
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Product Management Team,
Intermediary Investors and
Exchange Traded Products Department
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Barclays Global Investors, N.A.
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Legal Department
Telephone:
Facsimile:
(iii) If to the Authorized Participant:
[XYZ]
[Address]
[City, State, ZIP]
Attn:
Telephone:
Facsimile:
or to such other address as any of the parties hereto shall have communicated in
writing to the remaining parties in compliance with the provisions hereof.
Section 6. Effectiveness, Termination and Amendment. This
Agreement shall become effective upon execution and delivery by each of the
parties hereto. This Agreement may be terminated at any time by any party upon
sixty days prior written notice to the other parties and may be terminated
earlier by the Trustee or the Sponsor at any time on the event of a breach by
the Authorized Participant of any provision of this Agreement (including the
Standard Terms incorporated by Section 2 hereof) or the Procedures. This
Agreement supercedes any prior agreement between or among the parties concerning
the matters governed hereby. This Agreement may be amended by the Trustee and
the Sponsor from time to time without the consent of the Authorized Participant
or any Beneficial Owner by the following procedure: the Trustee or the Sponsor
will mail a copy of the amendment to the Authorized Participant in compliance
with the notice provisions of this Agreement; if the Authorized Participant does
not object in writing to the amendment within ten (10) Business Days after
receipt of the proposed amendment, the amendment will become part of this
Agreement in accordance with its terms.
Section 7. Governing Law. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of New York. The
parties irrevocably submit to the non-exclusive jurisdiction of any New York
State or United States Federal court sitting in New York City over any suit,
action or proceeding arising out of, or relating to, this Agreement.
Section 8. Assignment. No party to this Agreement shall assign
any rights, or delegate the performance of any obligations, arising hereunder
without the prior written consent of the other parties hereto; provided, that
any into which a party hereto may be merged or converted, or with which it may
be consolidated, or any entity resulting from any merger, consolidation or
conversion to which a party hereunder shall be a party, shall be the successor
of such party hereto. Any purported assignment or delegation in violation of
these provisions shall be null and void. Notwithstanding the foregoing, any
successor Trustee appointed in compliance with the Trust Agreement shall
automatically become a party hereto and shall assume all the obligations, and be
entitled to all the rights and remedies of the Trustee hereunder.
Section 9. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
2
IN WITNESS WHEREOF, the parties hereto have executed this Authorized Participant
Agreement as of the date set forth above.
THE BANK OF NEW YORK, in its capacity as
Trustee of the [ABC] Trust,
By:
------------------------------
NAME:
TITLE:
BARCLAYS GLOBAL INVESTORS, N.A., in
its capacity as Sponsor
By: By:
------------------------------ --------------------------------
NAME: NAME:
TITLE: TITLE:
[XYZ]
By: ------------------------------
NAME:
TITLE:
3
Schedule 1
CREATION AND REDEMPTION PROCEDURES
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION......1
Section 1.01. Definitions...............................................1
Section 1.02. Interpretation............................................3
Section 1.03. Conflicts.................................................3
ARTICLE II CREATION PROCEDURES...........................................3
Section 2.01. Initial Creation of iShares...............................3
Section 2.02. Subsequent Creation of iShares............................3
ARTICLE III REDEMPTION PROCEDURES.........................................5
Section 3.01. Redemption of iShares.....................................5
-i-
iSHARES COMEX GOLD TRUST
CREATION AND REDEMPTION PROCEDURES
adopted by the Sponsor and the Trustee (each as defined below) as of [ ], 2005
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01. Definitions. For purposes of these Procedures,
unless the context otherwise requires, the following terms will have the
following meanings:
"Authorized Participant" shall have the meaning ascribed to the term in the
introductory paragraph to the Authorized Participant Agreement.
"Authorized Participant Agreement" shall mean the Authorized Participant
Agreement to which these Procedures are attached as Schedule 1.
"Authorized Representative" shall mean, with respect to an Authorized
Participant, each individual who, pursuant to the provisions of the Authorized
Participant Agreement between such Authorized Participant and the Trustee, has
the power and authority to act on behalf of the Authorized Participant in
connection with the placement of Purchase Orders or Redemption Orders and is in
possession of the personal identification number (PIN) assigned by the Trustee
for use in any communications regarding Purchase or Redemption Orders on behalf
of such Authorized Participant.
"Basket" shall have the meaning ascribed to the term in Section 1.1 of the Trust
Agreement.
"Basket Gold Amount" shall have the meaning ascribed to the term in Section 1.1
of the Trust Agreement.
"Business Day" shall have the meaning ascribed to the term in Section 1.1 of the
Trust Agreement.
"COMEX" means Commodity Exchange, Inc., a subsidiary of New York Mercantile
Exchange, Inc.
"COMEX Relevant Price" shall have the meaning ascribed to the term in Section
1.1 of the Trust Agreement.
"Creation" means the process that begins when an Authorized Participant first
indicates to the Trustee its intention to purchase one or more Baskets pursuant
to these Procedures and concludes with the issuance by the Trustee and Delivery
to such Authorized Participant of the corresponding number of iShares.
"Creation and Redemption Line" shall mean a telephone number designated as such
by the Trustee and communicated to each Authorized Participant in compliance
with the notice provisions of the respective Authorized Participant Agreement.
"Custodial Account" shall mean the account established by the Trustee with the
Custodian pursuant to the Custodian Agreement.
"Custodian Day" shall mean a day on which the facilities at which a Delivery of
Gold is to take place to or by the Custodian on behalf of the Trust are open for
business.
"Custodian" shall mean [ ], a [ ] organized under the laws of [ ], in its
capacity as custodian under the Custodian Agreement, and any successor thereto
or additional custodian appointed in compliance with the provisions of the Trust
Agreement and the Custodian Agreement.
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"Custodian Agreement" shall mean the Custodian Agreement dated [ ], 200[ ] by
and between the Trustee and the Custodian.
"Delivery" shall mean a delivery of Gold or Shares, as applicable, in each case
effected according to the definition of "Deliver" in Section 1.1 of the Trust
Agreement.
"DTC" shall mean The Depository Trust Company, its nominees and their respective
successors.
"Fine Ounces" shall have the meaning ascribed to the term in Section 1.1 of the
Trust Agreement.
"Gold" shall have the meaning ascribed to the term in Section 1.1 of the Trust
Agreement.
"iShares" shall mean shares issued by the Trustee representing fractional,
undivided interests in the net assets of the Trust.
"Initial Creation" shall mean the initial creation of iShares pursuant to the
provisions of Section 2.01.
"Order Cut-Off Time" shall have the meaning ascribed to the term in Section 1.1
of the Trust Agreement.
"Order Date" shall have, (i) with respect to a Purchase Order, the meaning
ascribed to the term in Section 2.3 of the Trust Agreement; and (ii) with
respect to a Redemption Order, the meaning ascribed to the term in Section 2.6
of the Trust Agreement.
"Purchase Order" shall mean an order to purchase one or more Baskets in the form
attached hereto as Annex I.
"Redemption Order" shall mean an order to redeem one or more Baskets in the form
attached hereto as Annex II.
"Sponsor" shall mean Barclays Global Investors, N.A., a national banking
association, in its capacity as sponsor under the Trust Agreement.
"Trustee" shall mean The Bank of New York, a New York banking corporation, in
its capacity as Trustee under the Trust Agreement, and any successor thereto in
compliance with the provisions thereof.
"Trust" shall mean the iShares COMEX Gold Trust, a trust governed by the
provisions of the Trust Agreement.
"Trust Agreement" shall mean the Depositary Trust Agreement dated [ ], 200[ ]
among the Trustee, the Sponsor, all owners and beneficial owners from time to
time of iShares and all depositors.
"Unallocated Basis" shall have the meaning ascribed to the term in Section 1.1
of the Trust Agreement.
Section 1.02. Interpretation. In these Procedures:
Unless otherwise indicated, all references to Sections, clauses,
paragraphs, schedules or exhibits, are to Sections, clauses, paragraphs,
schedules or exhibits in or to these Procedures.
The words "hereof", "herein", "hereunder" and words of similar import
shall refer to these Procedures as a whole, and not to any individual provision
in which such words may appear.
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A reference to any statute, law, decree, rule, regulation or other
applicable norm shall be construed as a reference to such statute, law, decree,
rule, regulation or other applicable norm as re-enacted, re-designated or
amended from time to time.
A reference to any agreement, instrument or document shall be construed
as a reference to such agreement, instrument or document as the same may have
been amended from time to time in compliance with the provisions thereof.
Section 1.03. Conflicts. In case of conflict between any
provision of these Procedures and the terms of the Trust Agreement, the terms of
the Trust Agreement shall control.
ARTICLE II
CREATION PROCEDURES
Section 2.01. Initial Creation of iShares. The initial creation of
iShares will take place in compliance with such procedures as the Trustee, the
Sponsor and the initial Depositor may agree.
Section 2.02. Subsequent Creation of iShares. After the Initial
Creation, the issuance and Delivery of iShares shall take place only in integral
numbers of Baskets in compliance with the following rules:
a. Authorized Participants wishing to acquire from the Trustee
one or more Baskets shall place a Purchase Order with the Trustee no later than
4:00 p.m. (New York time) on any Business Day; provided, however, that only
Purchase Orders received by the Trustee prior to the Order Cut-Off Time on a
Business Day on which a COMEX Relevant Price is announced shall have such
Business Day as the Order Date. Purchase Orders received by the Trustee on or
after the Order Cut-Off Time on a Business Day, or on a Business Day on which
COMEX does not announce a COMEX Relevant Price, shall be considered received at
the opening of business on the next Business Day on which a COMEX Relevant Price
is announced and shall have as their Order Date such next Business Day.
b. For purposes of paragraph "a" above, a Purchase Order shall be
deemed "received" by the Trustee only when each of the following has occurred:
(i) An Authorized Representative shall have placed a
telephone call to the Trustee's Creation and Redemption Line informing the
Trustee that the Authorized Participant wishes to place a Purchase Order for a
specified number of Baskets, and the location or locations where the Authorized
Participant intends to make Delivery of the Basket Gold Amount corresponding to
each Basket (such locations to be limited to those where, in compliance with the
Custodian Agreement, the Custodian is authorized to hold Gold on behalf of the
Trust).
(ii) Within one hour following such telephone call, the
Trustee shall have received, via facsimile or electronic mail message, a duly
completed, irrevocable Purchase Order executed by an Authorized Representative
of such Authorized Participant.
c. The Trustee will ask the Custodian to confirm whether delivery
can be made at the locations indicated by the Authorized Participant. The
Custodian shall have no obligation to take delivery if the Custodian confirms to
the Trustee that it cannot take delivery because of lack of capacity. For
purposes of the foregoing sentence, there will be a lack of capacity if, after
giving effect to the proposed delivery, the amount of Gold held at the relevant
location would exceed: (i) the maximum amount of Gold
S1-3
that can be physically stored in vaults available to the Custodian at such
location or, in the case of Gold held for the Custodian at The Bank of England,
the maximum amount of Gold belonging to the Trust that the Custodian has agreed
to accept at that facility; and (ii) the maximum amount of gold that can be
physically accepted on a given date at vaults available to the Custodian in the
relevant location. The Custodian will also be deemed to lack "capacity" to
accept additional Gold if, after giving effect to a new delivery, the value of
Gold held in the Custodial Account would exceed $2 billion.
d. Before accepting a Purchase Order, the Trustee shall make sure
that there exists at least one location at which the Authorized Participant is
willing to Deliver, and the Custodian is capable of accepting, the requisite
amount of Gold in connection with such Purchase Order. Should the Trustee elect
to accept the Purchase Order, it shall communicate its decision by sending to
the Authorized Participant (with copies to the Custodian at the offices of the
Custodian in New York and at each location at which the Authorized Participant
will be expected to Deliver Gold pursuant to "c" above), via facsimile or
electronic mail message, no later than 5:00 p.m. (New York time) on the Order
Date for such Purchase Order a copy of the corresponding Purchase Order endorsed
"Accepted" by the Trustee and indicating the Basket Gold Amount that the
Authorized Participant shall Deliver to the Custodian in respect of each Basket.
Prior to the transmission of the Trustee's acceptance as specified above, a
Purchase Order will only represent the Authorized Participant's unilateral offer
to deposit Gold in exchange for Baskets of iShares and will have no binding
effect upon the Trust, the Trustee, the Custodian or any other party.
e. Unless waived by the Trustee, the Authorized Participant will
be responsible for the cost of transportation of Gold to the location where it
is to be Delivered, as well as for the cost of transportation of any Gold that
has to be removed from a location at which the Authorized Participant wishes to
make Delivery in order to make capacity available for such Delivery at such
location. The Basket Gold Amount corresponding to each Basket must be delivered
at the locations specified by the Custodian. If the location so specified by the
Custodian is not The Bank of England, delivery of the Basket Gold Amount must be
made no later than 11:30 a.m. (local time at the place of Delivery) on the first
Custodian Day following the Order Date. If the location so specified by the
Custodian is The Bank of England, delivery of the Basket Gold Amount must be
made no later than 11:30 a.m. (London time) on the third Custodian Day following
the Order Date. If the location specified by the Custodian is not The Bank of
England, delivery may be made for deposit either in the Trustee's Custodial
Account or in an account of the Authorized Participant with the Custodian. If
the location specified by the Custodian is The Bank of England, delivery must be
for deposit in the Custodian's account at The Bank of England. If delivery is
made for deposit in the Authorized Participant's account with the Custodian, it
will be accompanied by an irrevocable order to the Custodian authorizing the
transfer of the Gold so delivered to the Trustee's Custodial Account against the
delivery by the Trustee of the corresponding number of iShares as provided in
paragraph "h" or "i" below, as applicable. The Authorized Participant shall
contact the Custodian to obtain information regarding the location of the
facilities where Delivery shall take place. The Custodian shall take all
necessary measures to ensure that the facilities at which Delivery is to take
place in respect of a Purchase Order are prepared to take such Delivery no later
than 11:30 a.m. (local time at the place of Delivery) on the first Custodian Day
following the applicable Order Date.
f. Gold shall be Delivered to the Custodian in the form of Gold
bars only and must be accompanied by the corresponding bar list; provided, that
an amount of Gold not exceeding 430 Ounces may be Delivered to the Custodian on
an Unallocated Basis. Gold that has been Delivered to the Custodian no later
than 11:30 a.m. (local time at the place of Delivery) on a Custodian Day shall
be allocated by the Custodian to the Trustee's Custodial Account no later than
9:00 a.m. (New York time) (A) on the date of such Delivery, in the case of Gold
delivered to the Custodian's account at the Bank of England, (B) on the second
Custodian Day following the date of such Delivery, provided that it does not
exceed (i) in the case of Gold already in the possession of the Custodian prior
to such Delivery, 500,000 Fine Ounces, and (ii) in the case of Gold that was not
in the possession of the Custodian prior to such Delivery, 50,000 Fine Ounces,
or (C) on the fourth Custodian Day following the date of such Delivery, in the
case of more than 50,000, but less than 100,000, Fine Ounces of Gold that was
not in the possession of the Custodian prior to such Delivery. In all other
cases Gold Delivered to the Custodian shall be allocated by the Custodian to the
Trustee's Custodial Account as soon as practicable.
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g. The Custodian shall allocate Gold to the Trustee's Custodial
Account by (i) making entries in the Custodian's books and records to identify
such Gold as being held for the Trust, it being understood that such entries
shall identify each bar of Gold so allocated by refiner, assay, serial number
and gross and fine weight; (ii) physically segregating from Gold held by the
Custodian for its own account or on behalf of other clients the Gold so
allocated to the Trustee's Custodial Account; and (iii) sending to the Trustee,
via signed facsimile and electronic mail message, a written confirmation of the
allocation, including the identification of the bars allocated as described
above; provided, however, that in the case of Gold delivered to The Bank of
England for credit to the Custodian's account, for as long as such Gold remains
in the possession of The Bank of England, the allocation of such Gold to the
Custodial Account shall only require the book entries referred to in clause (i)
above, and upon the completion of such entries such Gold, although held by The
Bank of England in the Custodian's account, will be the absolute property of the
Trust. Any Gold received by the Custodian on an Unallocated Basis in compliance
with the provisions of paragraph "f" above, shall be transferred to the
Trustee's Custodial Account by the Custodian.
h. On the third Custodian Day following the Order Date
corresponding to a Purchase Order, or on such earlier date as the Trustee in its
discretion may agree, the Trustee shall issue the aggregate number of iShares
corresponding to the Baskets ordered by the Authorized Participant and Deliver
them, by credit to the account at DTC which the Authorized Participant shall
have identified for such purpose in its Purchase Order, provided that, by 9:00
a.m. (New York time) on the date such issuance and Delivery is to take place,
(i) the Custodian shall have reported in writing to the
Trustee that
(a) in the case of Gold delivered by the
Authorized Participant at a facility other than The Bank of England (or, if
delivered at The Bank of England, which has since been transferred to another
facility), it has reviewed the bar list and the Gold received from the
Authorized Participant to assure that the Gold matches the description in the
bar list in terms of weight, fineness, refiner's marks and bar numbers and that,
based on that review and on such further examination as the Custodian
customarily performs in respect of gold purchased for its own account, the Gold
deposited by the Authorized Participant in respect to such Purchase Order (A)
complies with (1) the "Good Delivery" Rules of the London Bullion Market
Association, and/or (2) the specifications for delivery in settlement of a COMEX
gold futures contract, and/or (3) such other standards as the Custodian and the
Trustee, with the approval of the Sponsor, may have adopted; and (B) is held by
the Custodian on behalf of the Trust in allocated form (except for amounts not
to exceed in the aggregate 430 Fine Ounces); or
(b) in the case of Gold delivered by the
Authorized Participant at The Bank of England (and which remains in the custody
of The Bank of England), for credit to the Custodian's account thereat, it has
received confirmation of such delivery from The Bank of England and has
recorded in the Custodian's books the ownership of such Gold as belonging to the
trust; and
(ii) the Trustee shall have received from the Authorized
Participant a per order transaction fee in the amount of US$2,000.00; and
(iii) any other conditions to the issuance under the Trust
Agreement shall have been satisfied.
S1-5
i. In all other cases, the Trustee shall issue the aggregate
number of iShares corresponding to the Baskets ordered by the Authorized
Participant and Deliver them by credit to the account at DTC which the
Authorized Participant shall have identified for such purpose in its Purchase
Order on the Business Day following the date on which the conditions set forth
in clauses (i) to (iii) of paragraph "h" above shall have been met.
S1-6
ARTICLE III
REDEMPTION PROCEDURES
Section 3.01. Redemption of iShares. Redemption of iShares shall
take place only in integral numbers of Baskets in compliance with the following
rules:
a. Authorized Participants wishing to redeem one or more Baskets
shall place a Redemption Order with the Trustee no later than 4:00 p.m. (New
York time) on any Business Day; provided, however, that only Redemption Orders
received by the Trustee prior to the Order Cut-Off Time on a Business Day on
which a COMEX Relevant Price is announced shall have such Business Day as the
Order Date. Redemption Orders received by the Trustee on or after the Order
Cut-Off Time on any Business Day, or on a Business Day on which COMEX does not
announce a COMEX Relevant Price, shall be considered received at the opening of
business on the next Business Day on which a COMEX Relevant Price is announced
and shall have as their Order Date such next Business Day.
b. For purposes of paragraph "a" above, a Redemption Order shall
be deemed "received" by the Trustee only when each of the following has
occurred:
(i) An Authorized Representative shall have placed a
telephone call to the Trustee's Creation and Redemption Line informing the
Trustee that the Authorized Participant wishes to place a Redemption Order for a
specified number of Baskets.
(ii) Within one hour following such telephone call, the
Trustee shall have received, via facsimile or electronic mail message, a duly
completed, irrevocable Redemption Order executed by an Authorized Representative
of such Authorized Participant.
c. Should the Trustee elect to accept such Redemption Order, it
shall communicate its decision to the Authorized Participant by sending to the
Authorized Participant (with copy to the Custodian), via facsimile or electronic
mail message, no later than 5:00 p.m. (New York time) on the Order Date for such
Redemption Order a copy of the corresponding Redemption Order endorsed
"Accepted" by the Trustee and indicating the Gold Basket Amount that the
Custodian shall Deliver to the Authorized Participant in respect of each Basket
being redeemed.
d. Unless otherwise agreed to by the Custodian, Gold will be
Delivered by the Custodian in the form of Gold bars only; provided, that an
amount of Gold not exceeding 430 Ounces may be Delivered by the Custodian on an
Unallocated Basis. While a redeeming Authorized Participant will be entitled to
express a preference as to the city or facility where it would like to have the
Gold Basket Amount delivered, the Trustee, in consultation with the Custodian
and taking into account the best interests of the Trust and the Owners, will
have final authority to decide where such delivery will take place. The
Custodian shall inform via electronic mail message or facsimile sent to an
Authorized Person of the redeeming Authorized Participant no later than 11:00
a.m. (New York time) on the first Custodian Day following the Order Date of such
Redemption Order the exact location(s) where Delivery will be made, and the
amount of Gold to be Delivered to the Authorized Participant at each such
location.
e. Provided that (1) a Redemption Order does not require Delivery
by the Custodian of more than 500,000 Fine Ounces of Gold that, following such
Delivery, will continue to be held at the Custodian, or more than 50,000 Fine
Ounces of Gold that will not be held at the Custodian following such Delivery,
and (2) by 9:00 a.m. (New York time) on the third Custodian Day following the
Order Date of a Redemption Order, the Trustee shall have confirmed in writing to
the Custodian that:
S1-7
(i) the Authorized Participant has Delivered to the
Trustee's account at DTC the total number of iShares to be redeemed by such
Authorized Participant pursuant to such Redemption Order;
(ii) the Trustee has received a per order transaction fee
of US$2,000.00; and
(iii) any other conditions to the redemption under the
Trust Agreement have been satisfied,
the Custodian will, as applicable, on such day, at the locations and in the
amounts specified in the communication sent in compliance with paragraph
"d" above, either: (A) effect physical Delivery to such Authorized
Participant of the corresponding amounts of Gold which complies with (1)
the "Good Delivery" Rules of the London Bullion Market Association, and/or
(2) the specifications for delivery in settlement of a COMEX gold futures
contract, and/or (3) such other standards as the Custodian and the Trustee,
with the approval of the Sponsor, may have adopted; or (B) credit the
account indicated by the redeeming Authorized Participant in its Redemption
Order. Having made such Delivery, the Custodian will send written
confirmation thereof to the Trustee who will then cancel the iShares so
redeemed.
f. If a Redemption Order requires Delivery by the Custodian of
between 50,000 and 100,000 Fine Ounces of Gold that will not be held at the
Custodian following such Delivery, the Custodian, following receipt of written
confirmation from the Trustee as described in clauses "i" to "iii" of paragraph
"e" above, will make such Delivery on the fourth Custodian Day following the
Order Date of such Redemption Order.
g. In all other cases, Delivery must be completed by the
Custodian as soon as, in the reasonable judgment of the Custodian, it is
practicable following receipt of written confirmation from the Trustee as
described in clauses "i" to "iii" of paragraph "e" above.
h. The foregoing provisions notwithstanding, the Custodian shall
not be liable for any failure or delay in making Delivery of Gold in respect of
a Redemption Order arising from nuclear fission or fusion, radioactivity, war,
terrorist event, invasion, insurrection, civil commotion, riot, strike, act of
government, public authority or act of God, or a similar cause that is beyond
the Custodian's control. In the event of any such delay, the time to complete
Delivery in respect of a Redemption Order will be extended for a period equal to
that during which the inability to perform continues.
i. In the event that, by 9:00 a.m. (New York time) on the third
Custodian Day following the Order Date of a Redemption Order governed by
paragraph "e" above, or on the fourth Custodian Day following the Order Date of
a Redemption Order governed by paragraph "f" above, Trustee's account at DTC
shall not have been credited with the total number of iShares corresponding to
the total number of Baskets to be redeemed pursuant to such Redemption Order,
the Trustee will cancel such Redemption Order and will send via fax or
electronic mail message notice of such cancellation to the respective Authorized
Participant and the Custodian.
IN WITNESS WHEREOF, the Sponsor and the Trustee have executed
these Creation and Redemption Procedures as of the date set forth above.
THE BANK OF NEW YORK, in its capacity as
Trustee of the [ABC] Trust,
By: ____________________________________
Name:
Title:
BARCLAYS GLOBAL INVESTORS, N.A., in its
capacity as Sponsor
By: ____________________________________
Name: By: ________________________________
Title: Name:
Title:
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ANNEX I TO CREATION AND REDEMPTION PROCEDURES
PURCHASE ORDER
Authorized Participant: ___________________________
Date: _______________________
PIN: ________________________
Number of fine ounces of gold to be delivered: ____________________
Location(s) where gold will be delivered:
Number of Baskets to be Issued: _____________________
Additional information required for issuance of iShares:
This Purchase Order is subject to the terms and conditions of the Depositary
Trust Agreement of the iShares COMEX Gold Trust as currently in effect and the
Authorized Participant Agreement among the Authorized Participant, the Trustee
and the Sponsor named therein. All representations and warranties of the
Authorized Participant set forth in Section 3.2 of the Depositary Trust
Agreement and in the Authorized Participant Agreement are incorporated herein by
reference and are true and accurate as of the date hereof.
The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Representative under the Authorized Participant Agreement and
that he/she is authorized to deliver this Purchase Order to the Trustee on
behalf of the Authorized Participant.
Date:_________________________ By:____________________________
Name:
Title:
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ANNEX II TO CREATION AND REDEMPTION PROCEDURES
REDEMPTION ORDER
Authorized Participant: ___________________________
Date: _______________________
PIN: ________________________
Number of iShares to be redeemed: ______________________
Additional information required for delivery of the Trust Property:
This Redemption Order is subject to the terms and conditions of the Depositary
Trust Agreement of the iShares COMEX Gold Trust as currently in effect and the
Authorized Participant Agreement among the Authorized Participant, the Trustee
and the Sponsor named therein. All representations and warranties of the
Authorized Participant set forth in the Authorized Participant Agreement are
incorporated herein by reference and are true and accurate as of the date
hereof.
The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Representative under the Authorized Participant Agreement and
that he/she is authorized to deliver this Redemption Order to the Trustee on
behalf of the Authorized Participant.
Date: By:
---------------------- -----------------------------
Name:
Title:
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Schedule 2
Standard Terms
STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS (the "Standard Terms")
agreed to as of [ ], 2005 by and between The Bank of New York, a New York
banking corporation, and Barclays Global Investors, N.A., a national banking
association.
ARTICLE I
ORDERS FOR PURCHASE AND REDEMPTION
Section 1.01 Authorization to Purchase and Redeem Baskets.
Subject to the provisions of the Authorized Participant Agreement, during the
term of the Authorized Participant Agreement the Authorized Participant will be
authorized to purchase and redeem Baskets of iShares in compliance with the
provisions of the Trust Agreement.
Section 1.02. Procedures for Orders. Each party hereto agrees to
comply with the provisions of the Trust Agreement and the Procedures to the
extent applicable to it.
Section 1.03. Consent to Recording. The phone lines used by the
Trustee, the Custodian or their affiliated persons may be recorded, and the
Authorized Participant hereby consents to the recording of all calls with any of
those parties.
Section 1.04. Irrevocability. The Authorized Participant agrees on
behalf of itself and any Authorized Participant Client that delivery to the
Trustee of an Order shall be irrevocable; provided that each of the Trust and
the Sponsor reserves the right to reject any Order in compliance with the
provisions of the Trust Agreement.
Section 1.05. Costs and Expenses. The Authorized Participant shall
be responsible for any and all expenses and costs incurred by the Trust in
connection with any Orders.
Section 1.06. Delivery of Property to the Trust. The Authorized
Participant understands and agrees that in the event Deposit Property is not
transferred to the Trust by the time specified in the Purchase Order and in
compliance with the Procedures and the Trust Agreement, a Purchase Order may be
cancelled by the Trustee and the Authorized Participant will be solely
responsible for all costs incurred by the Trust, the Trustee or the Custodian
related to the cancelled Order.
Section 1.07. Title to Deposit Property and iShares Surrendered for
Redemption. The Authorized Participant represents and warrants
to the Trustee that
a. in connection with each Purchase Order, the Authorized
Participant will have full power and authority to transfer to the Trust the
corresponding Deposit Property, and that upon delivery of such Deposit Property
to the Custodian and/or the relevant subcustodian in accordance with the
Procedures, the Trust will acquire good and unencumbered title to such property,
free and clear of all liens, charges, duties imposed on the transfer of assets
and encumbrances and not subject to any adverse claims or transferability
restrictions, whether arising by operation of law or otherwise; and
b. in connection with a Redemption Order, the Authorized
Participant will have full power and authority to surrender to the Trustee for
redemption the corresponding iShares, and upon such surrender the Trust will
acquire good and unencumbered title to such iShares, free and clear of all
liens,
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charges, duties imposed on the transfer of assets and encumbrances and
not subject to any adverse claims, transferability restrictions (whether arising
by operation of law or otherwise), loan, pledge, repurchase or securities
lending agreements or other arrangements which would preclude the delivery of
such iShares on a "regular way" basis.
Section 1.08. Certain Payments or Distributions.
a. With respect to any Purchase Order, the Trust acknowledges and
agrees to return to the Authorized Participant any payment, distribution or
other amount paid to the Trust in respect of any Deposit Property transferred to
the Trust that, based on the valuation of such Deposit Property at the time of
transfer, should have been paid to the Authorized Participant. Likewise, the
Authorized Participant acknowledges and agrees to return to the Trust any
payment, distribution or other amount paid to the Authorized Participant or any
Authorized Participant Client in respect of any Deposit Property transferred to
the Trust that, based on the valuation of such Deposit Property at the time of
transfer, should have been paid to the Trust.
b. With respect to any Redemption Order, the Authorized
Participant on behalf of itself and any Authorized Participant Client
acknowledges and agrees to return to the Trust any payment, distribution or
other amount paid to it or an Authorized Participant Client in respect of any
property transferred to the Authorized Participant or any Authorized Participant
Client that, based on the valuation of such property at the time of transfer,
should have been paid to the Trust. The Trust is entitled to reduce the amount
of any property due to the Authorized Participant or any Authorized Participant
Client by an amount equal to any payment, distribution or other sum to be paid
to the Authorized Participant or to the Authorized Participant Client in respect
of any property transferred to the Authorized Participant or any Authorized
Participant Client that, based on the valuation of such property at the time of
transfer, should be paid to the Trust. Likewise, the Trust acknowledges and
agrees to return to the Authorized Participant or any Authorized Participant
Client any payment, distribution or other amount paid to it in respect of any
iShares transferred to the Trust that, based on the valuation of such iShares at
the time of transfer, should have been paid to the Authorized Participant or
such Authorized Participant Client.
ARTICLE II
AUTHORIZED REPRESENTATIVES
Section 2.01. Certification. Concurrently with the execution of the
Authorized Participant Agreement, and as requested from time to time by the
Trustee but no less frequently than annually, the Authorized Participant shall
deliver to the Trust a certificate signed by the Authorized Participant's
Secretary or other duly authorized official setting forth the names, e-mail
addresses and telephone and facsimile numbers of all persons authorized to give
instructions relating to any activity contemplated hereby or any other notice,
request or instruction on behalf of the Authorized Participant (each an
"Authorized Representative"). Such certificate may be accepted and relied upon
by the Trust as conclusive evidence of the facts set forth therein and shall be
considered to be in full force and effect until (i) receipt by the Trust of a
superseding certificate in a form approved by the Trust bearing a subsequent
date, or (ii) termination of the Authorized Participant Agreement.
Section 2.02. PIN Numbers. The Trustee shall issue to each
Authorized Participant a unique personal identification number ("PIN Number") by
which such Authorized Participant shall be identified and instructions issued by
the Authorized Participant shall be authenticated. The PIN Number shall be kept
confidential and only provided to Authorized Representatives. The Authorized
Participant may revoke the PIN Number at any time upon written notice to the
Trustee, and the Authorized Participant shall be responsible for doing so in the
event that it becomes aware that an unauthorized person has
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received access to its PIN Number or has or intends to use the PIN Number in an
unauthorized manner. Upon receipt of such written request, the Trustee shall, as
promptly as practicable, de-activate the PIN Number. If an Authorized
Participant's PIN Number is changed, the new PIN Number will become effective on
a date mutually agreed upon by the Authorized Participant and the Trustee. The
Authorized Participant agrees that, absent the Trustee's fraud, willful
misconduct or failure to cancel the PIN Number promptly following a written
request to do so from the Authorized Participant or the termination of the
Authorized Participant Agreement, none of the Trust or the Trustee shall be
liable for losses incurred by the Authorized Participant as a result of
unauthorized use of the Authorized Participant's PIN Number prior to the time
the Authorized Participant provides notice to the Trustee of the termination or
revocation of authority pursuant to Section 2.03.
Section 2.03. Termination of Authority. Upon the termination or
revocation of authority of an Authorized Representative by the Authorized
Participant, the Authorized Participant shall (i) give immediate written notice
of such fact to the Trustee and such notice shall be effective upon receipt by
the Trustee; and (ii) request a new PIN Number. The Trustee shall, as promptly
as practicable, de-activate the PIN Number upon receipt of such written notice.
Section 2.04. Verification. The Trustee may assume that all
instructions issued to it using the Authorized Participant's PIN Number have
been properly placed by Authorized Representatives, unless the Trustee has
actual knowledge to the contrary or the Authorized Participant has revoked its
PIN Number. The Trustee shall have no duty to verify that an Order is being
placed by an Authorized Representative. The Authorized Participant agrees that
the Trustee shall not be responsible for any losses incurred by the Authorized
Participant as a result of an Authorized Representative identifying himself or
herself as a different Authorized Representative or an unauthorized person
identifying himself or herself as an Authorized Representative, unless the
Trustee previously received from the Authorized Participant written notice to
revoke its PIN Number.
ARTICLE III
STATUS OF THE AUTHORIZED PARTICIPANT
Section 3.01. Clearing Status. The Authorized Participant
represents, covenants and warrants that, as of the date of execution of the
Authorized Participant Agreement, and at all times during the term of the
Authorized Participant Agreement, the Authorized Participant is and will be
entitled to use the clearing and settlement services of each of the national or
international clearing and settlement organizations through which, in compliance
with the Procedures, the transactions contemplated hereby will clear and settle.
Any change in the foregoing status of the Authorized Participant shall terminate
the Authorized Participant Agreement and the Authorized Participant shall give
prompt written notice thereof to the Trustee.
Section 3.02. Broker-Dealer Status. The Authorized Participant
represents and warrants that, unless the following paragraph is applicable to
it, it is (i) registered as a broker-dealer under the Securities Exchange Act of
1934, as amended, (ii) qualified to act as a broker or dealer in the states or
other jurisdictions where it transacts business to the extent so required by
applicable law, and (iii) a member in good standing of the NASD. The Authorized
Participant agrees that it will maintain such registrations, qualifications, and
membership in good standing and in full force and effect throughout the term of
the Authorized Participant Agreement. The Authorized Participant further agrees
to comply with all Federal laws, the laws of the states or other jurisdictions
concerned, and the rules and regulations promulgated thereunder, to the extent
such laws and regulations are applicable to the Authorized Participant's
transactions in iShares, and with the Constitution, By-Laws and Conduct Rules of
the NASD applicable
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to its activities as an Authorized Participant, and that it will not offer or
sell iShares in any state or jurisdiction where they may not lawfully be offered
and/or sold.
Section 3.03. Foreign Status. If the Authorized Participant is
offering and selling iShares in jurisdictions outside the several states,
territories and possessions of the United States and is not otherwise required
to be registered, qualified, or a member of the NASD as set forth in the
preceding paragraph, the Authorized Participant nevertheless agrees to observe
the applicable laws of the jurisdiction in which such offer and/or sale is made
(e.g., it will not offer or sell iShares of the Trust in any state or
jurisdiction where they may not lawfully be offered and/or sold), to comply with
the full disclosure requirements of the 1933 Act and the regulations promulgated
thereunder and to conduct its business in accordance with the spirit of the NASD
Conduct Rules.
Section 3.04. Compliance with Certain Laws. If the Authorized
Participant is subject to the requirements of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism ("U.S.A. PATRIOT Act"), the Authorized Purchaser is in compliance with
the anti-money laundering and related provisions of the U.S.A. PATRIOT Act.
Section 3.05. Authorized Participant Status.
a. The Authorized Participant understands and acknowledges that
the method by which Baskets of iShares will be created and traded may raise
certain issues under applicable securities laws. For example, because new
Baskets of iShares may be issued and sold by the Trust on an ongoing basis, at
any point a "distribution", as such term is used in the 1933 Act, may occur. The
Authorized Participant understands and acknowledges that some activities on its
part, depending on the circumstances, may result in its being deemed a
participant in a distribution in a manner which could render it a statutory
underwriter and subject it to the prospectus delivery and liability provisions
of the 1933 Act.
b. The Sponsor shall ensure that the Prospectus contains an
accurate and current listing of Authorized Participants.
ARTICLE IV
ROLE OF AUTHORIZED PARTICIPANT
Section 4.01. Independent Contractor. The Authorized Participant
acknowledges and agrees that for all purposes of the Authorized Participant
Agreement, the Authorized Participant will be deemed to be an independent
contractor, and will have no authority to act as agent for the Trust or the
Trustee in any matter or in any respect. The Authorized Participant agrees to
make itself and its employees available, upon request, during normal business
hours to consult with the Trustee, the Sponsor or their designees concerning the
performance of the Authorized Participant's responsibilities under the
Authorized Participant Agreement; provided, however, that the Authorized
Participant shall be under no obligation to divulge or otherwise disclose any
information that the Authorized Participant reasonably believes (i) it is under
legal obligation not to disclose, or (ii) it is confidential or proprietary in
nature.
Section 4.02. Rights and Obligations of DTC Participant. In
executing the Authorized Participant Agreement, the Authorized Participant
agrees in connection with any purchase or redemption transactions in which it
acts for an Authorized Participant Client or for any other DTC Participant or
indirect participant, or any other Beneficial Owner, that it shall extend to any
such party all of the rights, and shall be bound by all of the obligations, of a
DTC Participant in addition to any obligations that it undertakes hereunder or
in accordance with the Procedures.
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Section 4.03. Beneficial Owner Communications. The Authorized
Participant agrees, subject to any limitations arising under federal or state
securities laws relating to privacy or other obligations it may have to its
customers, to assist the Trustee or the Sponsor in determining the ownership
level of each beneficial owner relating to positions in iShares that the
Authorized Participant may hold as record holder. In addition, the Authorized
Participant agrees, in accordance with applicable laws, rules and regulations,
at the request of the Sponsor or the Trustee to forward to such beneficial
owners written materials and communications received from the requesting party
in sufficient quantities to allow mailing thereof to such beneficial owners,
including notices, annual reports, disclosure or other informational materials
and any amendments or supplements thereto that may be required to be sent by the
Sponsor or the Trustee to such beneficial owners pursuant to the Trust Agreement
or applicable law or regulation, or that the Sponsor or the Trustee reasonably
wishes to distribute, at its own expense, to such beneficial owners.
ARTICLE V
MARKETING MATERIALS AND REPRESENTATIONS
Section 5.01. Authorized Participant's Representation. The
Authorized Participant represents, warrants and agrees that it will not make, or
permit any of its representatives to make, any representations concerning
iShares other than those contained in the Trust's then current Prospectus or in
any promotional materials or sales literature furnished to the Authorized
Participant by the Sponsor. The Authorized Participant agrees not to furnish or
cause to be furnished to any person or display or publish any information or
materials relating to iShares (including, without limitation, promotional
materials and sales literature, advertisements, press releases, announcements,
statements, posters, signs or other similar materials), except such information
and materials as may be furnished to the Authorized Participant by the Sponsor
and such other information and materials as may be approved in writing by the
Sponsor. The Authorized Participant understands that the Trust will not be
advertised as offering redeemable securities, and that any advertising materials
will prominently disclose that the iShares are not redeemable units of
beneficial interest in the Trust. Notwithstanding the foregoing, the Authorized
Participant may, without the written approval of the Sponsor, prepare and
circulate in the regular course of its business reports, research or similar
materials that include information, opinions or recommendations relating to
iShares (i) for public dissemination, provided that such reports, research or
similar materials compare the relative merits and benefits of iShares with other
products and do not discuss iShares more prominently than such other products
and (ii) for internal use by the Authorized Participant. Copies of the then
current Prospectus of the Trust will be supplied by the Sponsor to the
Authorized Participant in reasonable quantities upon request.
Section 5.02. Prospectus. The Sponsor will provide, or cause to be
provided, to the Authorized Participant copies of the then current Prospectus
and any printed supplemental information in reasonable quantities upon request.
The Sponsor will notify the Authorized Participant when a revised, supplemented
or amended Prospectus for the iShares is available, and make available to the
Authorized Participant copies of such revised, supplemented or amended
Prospectus at such time and in such quantities as may be reasonable to permit
the Authorized Participant to comply with any obligation the Authorized
Participant may have to deliver such Prospectus to its customers. The Sponsor
shall be deemed to have complied with this Section 5.02 when the Authorized
Participant has received such revised, supplemented or amended Prospectus by
e-mail, in printable form, with such number of hard copies as may be agreed from
time to time by the parties promptly thereafter.
ARTICLE VI
INDEMNIFICATION; LIMITATION OF LIABILITY
Section 6.01. Indemnification. The provisions of this Section 6.01
shall survive termination of the Agreement.
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a. The Authorized Participant shall indemnify and hold harmless
the Sponsor, the Trustee, the Trust, the Custodian (which the parties agree is a
third-party beneficiary under this Subsection 6.01(a)) their respective
subsidiaries, Affiliates, directors, officers, employees and agents, and each
person, if any, who controls such persons within the meaning of Section 15 of
the 1933 Act (each an "Indemnified Party") from and against any loss, liability,
cost and expense (including attorneys' fees) incurred by such Indemnified Party
as a result of (i) any breach by the Authorized Participant of any
representations or warranties of the Authorized Participant (including under
Section 3.2 of the Depositary Trust Agreement); (ii) any failure on the part of
the Authorized Participant to perform any of its obligations set forth in the
Authorized Participant Agreement; (iii) any failure by the Authorized
Participant to comply with applicable laws, including rules and regulations of
self-regulatory organizations, that apply to it; or (iv) actions of such
Indemnified Party in reliance upon any instructions issued in accordance with
the Procedures reasonably believed by such Indemnified Party to be genuine and
to have been given by the Authorized Participant.
b. The Authorized Participant shall not be liable to any
Indemnified Party for any damages arising out of (i) mistakes or errors in data
provided in connection with purchase or redemption transactions except for data
provided by the Authorized Participant, or (ii) mistakes or errors by, or
arising out of interruptions or delays of communications with, the Trustee or
any Indemnified Party.
ARTICLE VII
MISCELLANEOUS
Section 7.01. Commencement of Trading. The Authorized Participant
may not submit an Order prior to the effectiveness of the registration
statement, or amendment to the registration statement, filed with the Securities
and Exchange Commission and pursuant to which the Authorized Participant is
identified as such in the Prospectus.
Section 7.02. Definitions. The capitalized terms used herein are
defined as follows.
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a. "1933 Act" means the U.S. Securities Act of 1933, as amended.
b. "Affiliate" shall have the meaning given to it by Rule 501(b)
under the 1933 Act.
c. "Authorized Participant Agreement" shall mean each Authorized
Participant Agreement among the Authorized Participant, the Trustee and the
Sponsor into which these Standard Terms shall have been incorporated by
reference.
d. "Authorized Participant" shall have the meaning ascribed to it
in the introductory paragraph of the Authorized Participant Agreement.
e. "Authorized Participant Client" means any party on whose
behalf the Authorized Participant acts in connection with an Order (whether a
customer or otherwise).
f. "Authorized Representative" shall have the meaning ascribed to
it in Section 2.01 hereof.
g. "Basket" shall have the meaning ascribed to it in the Recitals
to the Authorized Participant Agreement.
h. "Beneficial Owner" shall have the meaning given to it by Rule
16a-1(a)(2) of the Securities Exchange Act of 1934.
i. "Business Day" shall mean each day the exchange on which the
iShares trade is open for regular trading.
j. "Custodian" shall have the meaning ascribed to it in the
Procedures.
k. "Deposit Property" means property which, in compliance with
the provisions of the Trust Agreement, must be transferred by the Authorized
Participant to the Trust in exchange for iShares.
l. "DTC" means The Depository Trust Company.
m. "Indemnified Party" shall have the meaning ascribed to it in
Section 6.01.a hereof.
n. "iShares" means iShares issued by the Trust pursuant to the
provisions of the Trust Agreement.
o. "NASD" means the National Association of Securities Dealers,
Inc.
p. "Order" shall have the meaning ascribed to it in Section 1 of
the Authorized Participant Agreement.
q. "Procedures" shall have the meaning ascribed to it in Section
1 of the Authorized Participant Agreement.
r. "Prospectus" means the Trust's current prospectus included in
its effective registration statement, as supplemented or amended from time to
time.
s. "Purchase Order" shall have the meaning ascribed to it in
Section 1 of the Authorized Participant Agreement.
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t. "Redemption Order" shall have the meaning ascribed to it in
Section 1 of the Authorized Participant Agreement.
u. "Sponsor" shall have the meaning ascribed to it in the
introductory paragraph of the Authorized Participant Agreement.
v. "Trust" shall have the meaning ascribed to it in the
introductory paragraph of the Authorized Participant Agreement.
w. "Trust Agreement" shall have the meaning ascribed to it in the
introductory paragraph of the Authorized Participant Agreement.
x. "Trustee" shall have the meaning ascribed to it in the
introductory paragraph of the Authorized Participant Agreement.
IN WITNESS WHEREOF, the Sponsor and the Trustee have executed
these Standard Terms as of the date set forth above.
THE BANK OF NEW YORK, in its capacity as
Trustee of the [ABC] Trust,
By: ____________________________________
Name:
Title:
BARCLAYS GLOBAL INVESTORS, N.A., in its
capacity as Sponsor
By: ____________________________________
Name: By: ________________________________
Title: Name:
Title:
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Schedule 3
CERTIFICATE OF AUTHORIZED REPRESENTATIVES
Each of the following employees of [XYZ] (each, an "Authorized Representative")
is authorized, in accordance with the Authorized Participant Agreement dated [ ]
among [XYZ], the Sponsor and the Trustee, to submit Purchase Orders and
Redemption Orders on behalf and in the name of [XYZ] and to give instructions or
any other notice or request on behalf of [XYZ] with respect to such Orders or
any other activity contemplated by the Authorized Participant Agreement.
Name:
e-mail Address:
Telephone:
Fax:
Name:
e-mail Address:
Telephone:
Fax:
Name:
e-mail Address:
Telephone:
Fax:
Name:
e-mail Address:
Telephone:
Fax:
The undersigned, [name of secretary or authorized officer], [title] of [XYZ],
does hereby certify that the persons listed above have been duly authorized to
act as Authorized Representatives pursuant to the Authorized Participant
Agreement.
By:
-----------------------
Name:
Title:
Date:
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