Form of Authorized Participant Agreement



 EXHIBIT 4.3 
 AUTHORIZED PARTICIPANT AGREEMENT 
 AUTHORIZED PARTICIPANT AGREEMENT (this “Agreement”) dated as of
[                    ] among
(i) [                                       
 ], a
[                                        ]
organized under the laws of
[                                        ] (the
“Authorized Participant”), (ii) Barclays Global Investors N.A., a national banking association acting in its capacity as trustee (in such capacity, the “Trustee”) of the iShares® GS Commodity Non Energy Indexed Trust (the “Trust”), a trust
created under Delaware law pursuant to the provisions of the Trust Agreement (the “Trust Agreement”) dated [                    ]
between the Trustee and Barclays Global Investors International, Inc., a Delaware corporation, in its capacity as sponsor of the Trust (in such capacity, the “Sponsor”) and
[                                        ] (in
such capacity, the “Delaware Trustee”) 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 [50,000] iShares (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.
[                                        ] 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”). All creation 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 (the “Standard Terms”) 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 Exhibit A 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: 

 Barclays Global
Investors, N.A. 
 c/o Investors Bank & Trust 
 200 Clarendon Street 
 Attn: Transfer Agency Dept. - 29th Floor 
 Boston, MA 02116 
 Telephone: (800) 474-2737 
 Facsimile: (617) 204-8121 
 If to the Sponsor: 
 Barclays Global Investors International, Inc. 
 45 Fremont Street 
 San Francisco, CA 94105 
 Attn: Product Management Team, Intermediary Investors and Exchange Traded Products Group 
 Telephone: (415) 402-4671 
 Facsimile: (415) 618-5097 
 with a copy to: 
 Barclays Global Investors, N.A. 
 45 Fremont Street 
 San Francisco, CA 94105 
 Attn: Legal Department 
 Telephone: (415) 597-2860 
 Facsimile: (415) 597-2753 
  

	 	(ii)	If to the Authorized Participant: 

 [                                       
 ] 
 Address: 
 Attention: 
 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 person on whose behalf the Authorized 
  

 2 








 Participant holds iShares, 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, without reference to the choice of law provisions thereof. 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 party hereto which 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. 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have executed this Authorized Participant Agreement as of
the date set forth above. 
  

							
	 BARCLAYS GLOBAL INVESTORS, N.A., in
 its capacity as Trustee of the iShares®
GS
 Commodity Non Energy Indexed Trust,
	 		 	
				
	By:	 	  
	 	By:	 	  

	Name:	 		 	Name:	 	
	Title:	 		 	Title:	 	
			
	 BARCLAYS GLOBAL INVESTORS INTERNATIONAL,
 INC., in its capacity as
 Sponsor of the iShares® GS Commodity Non Energy Indexed Trust
	 		 	
				
	By:	 	  
	 	By:	 	  

	Name:	 		 	Name:	 	
	Title:	 		 	Title:	 	
			
	[AUTHORIZED PARTICIPANT]	 		 	
				
	By:	 	  
	 		 	
	Name:	 		 		 	
	Title:	 		 		 	








 Schedule 1 
 CREATION AND REDEMPTION PROCEDURES 







 TABLE OF CONTENTS 
  


							
	 	 	 	  	 	  	Page
	ARTICLE I	  	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	S1-1
				
		 	Section 1.01.	  	Definitions	  	S1-1
				
		 	Section 1.02.	  	Interpretation	  	S1-3
				
		 	Section 1.03.	  	Conflicts	  	S1-3
			
	ARTICLE II	  	CREATION PROCEDURES	  	S1-3
				
		 	Section 2.01.	  	Initial Creation of iShares	  	S1-3
				
		 	Section 2.02.	  	Subsequent Creation of iShares	  	S1-3
			
	ARTICLE III	  	REDEMPTION PROCEDURES	  	S1-5
				
		 	Section 3.01.	  	Redemption of iShares	  	S1-5

  

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 iSHARES® GS COMMODITY NON ENERGY INDEXED TRUST 
 CREATION AND REDEMPTION PROCEDURES 
 adopted by the Sponsor and the Trustee (each as defined below) as of
[                    ], 2006 
 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 of the Authorized Participant Agreement. 

“Authorized Participant Agreement” shall mean the Authorized Participant Agreement to which these Procedures are attached as Schedule 1. 

“Authorized Participant Client” shall mean any party on whose behalf the Authorized Participant acts in connection with an Order (whether a customer
or otherwise). 
 “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 mean [50,000] iShares. 
 “Basket Constituents” shall mean, for each Business Day, a basket of financial instruments published by the Trustee in respect of such Business Day consisting of a specified number of CERFs together
with cash, U.S. Treasury securities or other Short-Term Securities. 
 “Business Day” shall mean any day (1) on which none of the
following occurs: (a) the New York Stock Exchange is closed for regular trading (b) the Chicago Mercantile Exchange is closed for regular trading or (c) the Federal Reserve wire transfer system is closed for cash wire transfers, or
(2) that the Trustee determines that it is able to conduct business. 
 “CERFs” mean futures contracts on the Goldman Sachs Non-Energy
Excess Return Index listed on the Chicago Mercantile Exchange. 
 “Code” shall mean the Internal Revenue
Code of 1986, as amended. 
 “Creation” means the process that begins when an Authorized Participant first indicates to the Creation and
Redemption Agent 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. 
  

 S1-1 








 “Creation and Redemption Agent” means SEI Distribution Co., a Pennsylvania corporation, or any successor
thereto appointed by the Trustee as the Trustee’s agent for effecting Creations and Redemptions with Authorized Participants. 
 “Creation and
Redemption Line” shall mean a telephone number designated as such by the Creation and Redemption Agent and communicated to each Authorized Participant in compliance with the notice provisions of the respective Authorized Participant
Agreement. 
 “Custodian Day” shall mean a day on which the Custodian is open for business. 
 “Custodian” shall mean Goldman Sachs & Co., a limited partnership organized under the laws of the state of New York, in its capacity as futures
commission merchant for the Investing Pool, and any successor thereto or additional custodian appointed by the Investing Pool. 
 “Deliver”
means full delivery of constituents of a Basket to or from (as the context may be require) the Investing Pool’s account at the Settlement Agent or the Custodian. 
 “DTC” shall mean The Depository Trust Company, its nominees and their respective successors. 
 “EFP” shall mean an exchange of futures for physicals that involves contemporaneous transactions in futures contracts and the underlying cash commodity
or a closely related commodity. 
 “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. 
 “Investing Pool” means iShares® GS Commodity Non Energy Indexed Investing Pool LLC. 
 “Order Cut-Off Time” shall mean 2:40 p.m. (New York time) or, on any day that the Chicago Mercantile Exchange is scheduled to close early, the time of
the close of trading in CERFs on the Chicago Mercantile Exchange on such day. 
 “Order Date” shall have
the meaning ascribed to the term in the Trust Agreement. 
 “Purchase Order” shall mean an order to
purchase one or more Baskets. 
 “Redemption” shall mean the process that begins when an Authorized Participant first indicates to the
Creation and Redemption Agent its intention to redeem one or more Baskets pursuant to these Procedures and concludes with Delivery by the Trustee of the corresponding Basket Constituents or cash to such Authorized Participant. 
 “Redemption Order” shall mean an order to redeem one or more Baskets. 
 “Settlement Agent” shall mean Investors Bank & Trust Company, a Massachusetts banking corporation, or successor thereto appointed by the
Trustee as the Trustee’s agent for settling Creations and Redemptions with Authorized Participants 
 “Short-Term Securities” shall
mean U.S. Treasury securities or other short-term securities and similar securities, in each case that are eligible as margin deposits under the rules of the CME. 
  

 S1-2 








 “Sponsor” shall mean Barclays Global Investors International, Inc., a Delaware corporation, in its
capacity as sponsor under the Trust Agreement. 
 “Treasury regulations” shall mean the regulations promulgated under the Code, as amended
from time to time (including any successor regulations). 
 “Trustee” shall mean Barclays Global Investors, N.A., a national banking
association, in its capacity as Trustee under the Trust Agreement, and any successor thereto in compliance with the provisions thereof. 
 “Trust” shall mean the iShares® GS Commodity Non Energy Indexed Trust, a trust governed by the provisions of the Trust Agreement. 
 “Trust Agreement” shall mean the Trust Agreement dated [                    ], 200[  ] between the Trustee and
the Sponsor. 
 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. 
 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 Purchaser 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 Creation and Redemption Agent on any Business Day. Purchase Orders received by the Creation and Redemption Agent prior to the Order Cut-Off Time on a Business Day shall have such Business Day as the
Order Date. Purchase Orders received by the Creation and Redemption Agent on or after the Order Cut-Off Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such
next Business Day. 
  

 S1-3 








 b. For purposes of paragraph “a” above, a Purchase Order shall be deemed “received”
by the Creation and Redemption Agent only when each of the following has occurred: 
 (i) An Authorized Representative shall have placed a
telephone call to the Creation and Redemption Line informing the Creation and Redemption Agent that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets. 
 (ii) The Creation and Redemption Agent shall have sent, via facsimile or electronic mail message, an affirmation to the Authorized Participant that a
Purchase Order for a specified number of baskets has been received by the Creation and Redemption Agent from an Authorized Representative for the Authorized Participant’s account. 
 c. The Creation and Redemption Agent (acting on behalf of, and in consultation with, the Trustee) shall have the absolute right to reject any Purchase
Order including, without limitation, (i) Purchase Orders that the Creation and Redemption Agent has determined are not in proper form, (ii) Purchase Orders that the Trustee has determined would have adverse tax or other consequences to the
Trust, the Investing Pool or to owners of iShares, or (iii) Purchase Orders the acceptance of which would, in the opinion of counsel to the Sponsor, the Trustee, the Creation and Redemption Agent or the Settlement Agent, result in a violation
of law. Neither the Creation and Redemption Agent nor the Trustee shall be liable to any person for rejecting a Purchase Order. Should the Creation and Redemption Agent elect to accept the Purchase Order, it shall communicate its decision by sending
to the Authorized Participant, via facsimile or electronic mail message, no later than 7:00 p.m. (New York time) on the same Business Day for such Purchase Order a confirmation from the Creation and Redemption Agent of the accepted Purchase Order.
Prior to the transmission of the Creation and Redemption Agent’s confirmation of acceptance, a Purchase Order will only represent the Authorized Participant’s unilateral offer to deposit the Basket Constituents in exchange for one or more
Baskets and will have no binding effect upon the Trust, the Trustee, the Creation and Redemption Agent or any other party. 
 d. On the first
Business Day following the Order Date corresponding to a Purchase Order, or on such other 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 written instructions to the Settlement Agent, provided that, by 11:00 a.m. (New York time) on the date such
issuance is to take place: 
 (i) the Custodian shall have provided confirmation to the Settlement Agent that the EFPs in connection with any
CERFs included in the Basket Constituents have been properly matched and effected in the books and records of the clearinghouse; and 
 (ii)
the Settlement Agent shall have received from the Authorized Participant (1) delivery of any cash or Short-Term Securities in the Basket Constituents and a transaction fee per Basket in the amount of US$6.50 multiplied by the number of CERFs
included in the Basket Constituents and, (2) in the case of a Basket created solely for cash, additional issuance costs determined by the Creation and Redemption Agent, including the costs to the Investing Pool of establishing the corresponding
CERF position); and 
 (iii) any other conditions to the issuance under the Trust Agreement shall have been satisfied. 
  

 S1-4 








 e. In the event that, by 11:00 a.m. (New York time) on the first Business Day following the Order Date of
a Purchase Order governed by paragraph “d” above, the Custodian is unable to confirm the Authorized Participant’s transfer of the Basket Constituents corresponding to the total number of Baskets ordered pursuant to such Purchase
Order, the Settlement Agent may cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the respective Authorized Participant and the Custodian. 
 f. In all other cases, the Trustee shall issue the aggregate number of iShares corresponding to the Baskets ordered by the Authorized Participant and
instruct the Settlement Agent to deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in written instructions to the Settlement Agent on the Business Day on which the conditions set
forth in clauses (i) to (iii) of paragraph “d” above shall have been met. 
 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 Creation and Redemption Agent on any Business Day. Only Redemption Orders received by the Creation and Redemption Agent prior to the
Order Cut-Off Time on a Business Day shall have such Business Day as the Order Date. Redemption Orders received by the Creation and Redemption Agent on or after the Order Cut-Off Time on any Business Day shall be considered received at the opening
of business on the next Business Day 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 Creation and Redemption Agent only when each of the following has occurred: 
 (i) An Authorized Representative shall have placed a telephone call to the Creation and Redemption Line informing the Creation and Redemption Agent that the Authorized Participant wishes to place a Redemption Order for a specified number of
Baskets. 
 (ii) The Creation and Redemption Agent shall have sent, via facsimile or electronic mail message, an affirmation to the
Authorized Participant that a Redemption Order for a specified number of Baskets has been received by the Creation and Redemption Agent from an Authorized Representative for the Authorized Participant’s account. 
  

 S1-5 








 c. The Creation and Redemption Agent (acting on behalf of, and in consultation with, the Trustee) shall
have the absolute right to reject any Redemption Order, including without limitation, (i) Redemption Orders that the Creation and Redemption Agent has determined are not in proper form, (ii) Redemption Orders the acceptance of which would,
in the opinion of counsel to the Sponsor, the Trustee or the Creation and Redemption Agent, result in a violation of law, or (ii) during any period in which circumstances make transactions in, or settlement or delivery of, CERFs impossible or
impractical. Neither the Creation and Redemption Agent nor the Trustee shall be liable to any person for rejecting a Redemption Order. Should the Creation and Redemption Agent (acting on behalf of, and in consultation with, the Trustee) elect to
accept such Redemption Order, it shall communicate its decision to the Authorized Participant by sending to the Authorized Participant, via facsimile or electronic mail message, no later than 7:00 p.m. (New York time) on the same Business Day for
such Redemption Order, a confirmation of the Creation and Redemption Agent’s acceptance of the Redemption Order. 
 d. Provided that by
11:00 a.m. (New York time) on the first Business Day following the Order Date of a Redemption Order: 
 (i) the Authorized Participant has
delivered to the Settlement Agent’s account at DTC the total number of iShares to be redeemed by such Authorized Participant pursuant to such Redemption Order; and 
 (ii) any other conditions to the redemption under the Trust Agreement have been satisfied, the Custodian and Settlement Agent will, as applicable, on such day, at the locations and in the amounts specified in the
communication sent in compliance with paragraph “c” above, credit the account(s) of the redeeming Authorized Participant specified in such confirmation with the applicable Basket Constituents. Upon such Delivery, the Settlement Agent will
then cancel the iShares so redeemed on behalf of the Trustee. 
 e. In connection with any Redemption Order, the Authorized Participant
authorizes the Settlement Agent to deduct a transaction fee per Basket in the amount of US$6.50 multiplied by the number of CERFs included in the Basket Constituents from the applicable Basket Constituents credited to the applicable account of the
redeeming Authorized Participant. 
 f. In the event that, by 11:00 a.m. (New York time) on the first Business Day following the Order Date
of a Redemption Order governed by paragraph “d” above, Settlement Agent’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 Settlement Agent may 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. 
 g. In all other cases, Delivery must be completed by the Settlement Agent and Custodian as soon as, in the reasonable judgment of the Settlement Agent,
it is practicable. 
  

 S1-6 








 IN WITNESS WHEREOF, the Sponsor and the Trustee have executed these Creation and Redemption
Procedures as of the date set forth above. 
  

							
	BARCLAYS GLOBAL INVESTORS, N.A,, in its capacity as Trustee of the iShares® GS Commodity Non Energy Indexed Trust	    	
				
	By:	 	  
	    	By:	  	  

	Name: 	 		    	Name: 	  	
	Title:	 		    	Title:	  	
			
	BARCLAYS GLOBAL INVESTORS INTERNATIONAL, INC., in its capacity as Sponsor of the iShares® GS Commodity Non Energy Indexed Trust	    		  	
				
	By:	 	  
	    	By:	  	  

	Name: 	 		    	Name:	  	
	Title:	 		    	Title:	  	








 Schedule 2 
 Standard Terms 
 STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS (the “Standard Terms”)
agreed to as of [                    ], 2006 by and between Barclays Global Investors, N.A., a national banking association, and Barclays Global
Investors International, Inc., a Delaware corporation. 
 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 Creation and Redemption Agent, the Settlement Agent 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 Creation and Redemption Agent of an Order shall be irrevocable; provided that each of the Trustee 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, including, without limitation, any transaction fees or interest or funding cost incurred by the Trust in connection with the Authorized Participant’s failure to timely settle any Order. 
 Section 1.06. Delivery of Property to the Trust. The Authorized Participant understands and agrees that in the event Basket Constituents are
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 Creation and Redemption Agent 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 Basket Constituents 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 Basket Constituents, and that upon delivery of the Basket Constituents to the Custodian
and/or Settlement Agent in accordance with the Procedures, the Investing Pool 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 (other than
those in favor of the Custodian or the CME clearinghouse) and not subject to any adverse claims or transferability restrictions, whether arising by operation of law or otherwise; and 
  

 S2-1 








 b. in connection with a Redemption Order, the Authorized Participant will have full power and authority
to surrender to the Settlement Agent 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, 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 Basket Constituents transferred to the Trust that, based on the valuation of the Basket Constituents at the time of transfer, should have been paid to the Authorized Participant. Likewise, the Authorized
Participant acknowledges on behalf of itself and any Authorized Participant Client 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
Basket Constituents transferred to the Trust that, based on the valuation of the Basket Constituents 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 Creation and Redemption Agent
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 
  

 S2-2 








 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 Creation and Redemption Agent, and the Authorized Participant shall be responsible for doing so in the event that it becomes aware that an unauthorized person has 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 Creation and Redemption Agent 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 Creation and Redemption Agent. The Authorized Participant agrees that, absent the Creation and
Redemption Agent’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, the
Trustee or the Creation and Redemption Agent 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 Creation and Redemption Agent 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 Creation and Redemption Agent and such notice shall be effective upon receipt by the Creation and Redemption Agent; and (ii) request a new PIN Number. The Creation and Redemption Agent shall, as promptly as
practicable, de-activate the PIN Number upon receipt of such written notice. 
 Section 2.04. Verification. The Creation and
Redemption Agent may assume that all instructions issued to it using the Authorized Participant’s PIN Number have been properly placed by Authorized Representatives, unless the Creation and Redemption Agent has actual knowledge to the contrary
or the Authorized Participant has revoked its PIN Number. The Creation and Redemption Agent shall have no duty to verify that an Order has been placed by an Authorized Representative. The Authorized Participant agrees that the Creation and
Redemption Agent 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 Creation and Redemption Agent 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 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 Creation and Redemption Agent. 
 Section 3.02.
Registration Status. The Authorized Participant represents and warrants that, unless Section 3.03 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, (iii) a member in good standing of 
  

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 the NASD and (iv) if required in connection with its activities hereunder, registered as a futures commission
merchant under the Commodity Exchange Act, as amended and a member in good standing of the National Futures Association. 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 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 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. Futures Account. The Authorized Participant represents and
warrants that it will arrange to receive any futures contracts owing to the Authorized Participant upon settlement of a Redemption Order at an account it establishes through a member of the Chicago Mercantile Exchange’s associated clearing
organization (which may include such Authorized Participant), and will maintain such an account at all times it is an Authorized Participant. The Authorized Participant will provide notice of such account to the Settlement Agent in the upon request.

 Section 3.05. 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 3.06. 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 
  

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 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 person on whose behalf it holds iShares, 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 under the Procedures. 
 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 or that may be held through the Authorized Participant as a DTC Participant. 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 
 TAX MATTERS 
 Section 5.01. Tax Basis of Assets Contributed Upon Creation. With respect to any Creation of iShares, the Authorized Participant on behalf of
itself and any Authorized Participant Client agrees that any property contributed in consideration for the creation of iShares shall have a basis for tax purposes equal to the fair market value of that property, and acknowledges that the Trust and
Investing Pool will rely upon such fair market value basis for purposes of determining and allocating items of income, gain, loss, deduction, basis and other tax items. 
 Section 5.02. Tax Basis of Basket Constituents Received Upon Redemption. 
 a. With respect to any
Redemption of iShares held by an Authorized Participant for its own account, the Authorized Participant acknowledges that the basis for tax purposes in Basket Constituents that it receives from the Trust in consideration for a redemption of iShares
may be more or less than the 
  

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 fair market value of the Basket Constituents or the Authorized Participant’s basis in the iShares redeemed. The
Authorized Participant will determine its basis for tax purposes in any Basket Constituent it receives from the Trust in consideration for a redemption of iShares by reference to the tax basis of such Basket Constituent on the books of the Investing
Pool immediately prior to the redemption, as such amount is reported to the Authorized Participant by the Settlement Agent, subject to adjustment as required under Section 732 or other applicable law. The Authorized Participant will report any
built-in gain or loss on CERFs that it receives from the Trust on redemption of iShares under the rules of section 1256 of the Code (absent a valid election to do otherwise), and, to the extent applicable, will report any offsetting gain or loss on
the remaining iShares held by the Authorized Participant under the rules of section 475 of the Code. The Authorized Participant acknowledges that such reporting may result in a mismatch in the character or other tax attributes of gain or loss from
CERFs and iShares. 
 b. With respect to any Redemption of iShares held by an Authorized Participant for an Authorized Participant Client,
the Authorized Participant acknowledges on behalf of itself and such Authorized Participant Client that the basis for tax purposes in Basket Constituents received from the Trust in consideration for the redemption of iShares may be more or less than
the fair market value of the Basket Constituents or the Authorized Participant Client’s basis in the iShares redeemed. To the extent that the Authorized Participant reports to an Authorized Participant Client, the Internal Revenue Service or
any other person the basis for tax purposes of any Basket Constituents it receives from the Trust in consideration for a redemption of iShares on behalf of an Authorized Participant Client, the Authorized Participant will determine its basis by
reference to the tax basis of such Basket Constituents on the books of the Investing Pool immediately prior to the redemption, as such amount is reported to the Authorized Participant by the Settlement Agent, subject to adjustment as required under
Section 732 or other applicable law. The Authorized Participant will report any other tax items of an Authorized Participant Client (e.g., basis in iShares, or gain or loss amounts) in a manner consistent with the preceding sentence.

 c. The Authorized Participant acknowledges on behalf of itself and any Authorized Participant Client that, to the extent that such
Participant or Client is subject to the mark-to-market rules of section 475 of the Code, the basis of iShares and of any assets of the Trust and Investing Pool shall be determined for purposes of sections 734(b) and 743(b) of the Code and for the
purposes of the provisions of this Article V by treating such mark-to-market as having no effect on such basis. 
 Section 5.03.
Treatment of Redemptions as Partial or Complete Redemptions. 
 a. The Authorized Participant represents with respect to each
redemption of iShares held by the Authorized Participant for its own account that the receipt of Basket Constituents from the Trust in connection with such redemption is a distribution other than in liquidation of the Authorized Participant’s
interest in iShares (a “partial redemption”), unless it notifies the Trust or its agent prior to the receipt of the Basket Constituents that such distribution is in liquidation of the Authorized Participant’s interest in iShares (a
“complete redemption”). The Authorized Participant acknowledges that the Trust and Investing Pool may report gain or loss and other tax items including the allocation of basis and adjustments to basis in reliance upon the assumption that
any redemption of iShares is a partial redemption unless such notice is timely provided. The Authorized Participant will notify the Trust or its agent within 5 Business Days of the receipt of the Basket Constituents of (i) any gain or loss
arising from a redemption of iShares by the Authorized Participant in exchange for Basket Constituents, and (ii) any difference between the tax basis of such Basket Constituents on the books of the Investing Pool immediately prior to the
redemption, as such amount is reported to the Authorized Participant, and the basis of the distributed Basket Constituents to the Authorized Participant (such gain or loss or basis difference, “section 734(b) items”), in a manner
sufficient for the Investing Pool to adjust the basis of undistributed property held by the Investing Pool under section 734(b) of the Code. 
  

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 b. To the extent that an Authorized Participant acts on behalf of an Authorized Participant Client
in connection with a redemption of iShares, the Authorized Participant will inform the Trust or its agent prior to the receipt of the Basket Constituents of any such redemption that constitutes a complete redemption, to the extent that such
information is available to the Authorized Participant (for example, because the Client redeems all iShares that it holds through the Authorized Participant). The Authorized Participant acknowledges on behalf of itself and any Authorized Participant
Client that redeems iShares that the Trust and Investing Pool may report gain or loss and other tax items including the allocation of basis and adjustments to basis in reliance upon the assumption that any redemption of iShares is a partial
redemption unless such notice is timely provided. The Authorized Participant will make commercially reasonable efforts to assist the Trust and Investing Pool in determining the amount of section 734(b) items, if any, with respect to a redemption of
iShares on behalf of an Authorized Participant Client. 
 Section 5.04. Tax Reporting. 
 a. An Authorized Participant will provide tax reporting information with respect to the Trust and Investing Pool to or for the benefit of taxpayers
for whom the Authorized Participant holds iShares as a nominee as required by law, including under Treasury regulations governing information reporting by widely held fixed investment trusts. 
 b. An Authorized Participant will furnish information to the Trust and Investing Pool with respect to any taxpayer for whom the Authorized Participant
holds iShares as a nominee in the same manner and to the extent that it would be required to furnish such information under Treasury regulation section 1.6031(c)-1T or any successor thereto if iShares were treated as partnership interests in the
Trust and an investor in iShares were treated as a partner of the Trust for U.S. federal income tax purposes, in addition to any information required by other provisions of this Article V. The Authorized Participant also will comply with any similar
rules requiring nominees that hold interests in a trust on behalf of other persons to provide information to the trust or trustee (or their agents) thererof. 
 c. An Authorized Participant will use commercially reasonable efforts to ensure that any taxpayer for whom the Authorized Participant holds iShares as a nominee has provided IRS Form W-9, W-8BEN, or other forms or
documentation qualifying as a withholding certificate or documentary evidence or other appropriate documentation within the meaning of Treasury regulation section 1.1441-1(c) or any successor thereto, as necessary to establish an exemption from
withholding tax and backup withholding tax with respect to income of the Trust and Investing Pool allocable to such investor. The Authorized Participant will act as an agent of the Trust and Investing Pool in collecting and holding such forms or
documentation, and annually will provide a copy of such forms to the Trust or its agent. Upon reasonable request by the Trust or its agent, the Authorized Participant will provide the originals of such forms or documentation to the extent held by
the Authorized Participant at that time and will assist the Trust in obtaining such original forms or documentation (or, to the extent originals are not available, copies thereof) from investors or other nominees to the extent not held by the
Authorized Participant. The provisions of this Section 5.04(c) of the Authorized Participant Agreement are subject to, and may be modified by, any agreements between the Trustee, on behalf of the Trust, and an Authorized Participant separate
and apart from the Authorized Participant Agreement, that provide otherwise. 
  

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 ARTICLE VI 
 MARKETING MATERIALS AND REPRESENTATIONS 
 Section 6.01. 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 are not used for purposes of marketing iShares and (ii) for internal use by the Authorized Participant. 
 Section 6.02. Prospectus. 
 a.
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 6.02 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. 
 b. The Authorized Participant represents and warrants to the Sponsor that it will deliver the then current Prospectus upon any sale by it of iShares
(other than a redemption) or, if applicable, a notice consistent with Rule 173 under the 1933 Act in lieu of a Prospectus, to the extent so required by applicable law. 
  

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 ARTICLE VII 
 INDEMNIFICATION; LIMITATION OF LIABILITY 
 Section 7.01. Indemnification. The provisions of this
Section 7.01 shall survive termination of the Agreement. 
 a. The Authorized Participant shall indemnify and hold harmless the Sponsor,
the Trustee, the Trust, the Creation and Redemption Agent, the Custodian (which the parties agree are third-party beneficiaries under this Subsection 7.01(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 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 VIII 
 MISCELLANEOUS 
 Section 8.01. Commencement of Trading. The Authorized
Participant may not submit an Order until five Business Days after the date of execution of the Authorized Participant Agreement or a date agreed upon by the Trustee and the Authorized Participant. 
  

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 Section 8.02. Definitions. The capitalized terms used herein are defined as follows.

 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 (including the Procedures attached thereto) 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. “DTC” means The Depository Trust Company. 
 i. “Indemnified Party” shall have the meaning ascribed to it in Section 7.01.a hereof. 
 j.
“iShares” means iShares issued by the Trust pursuant to the provisions of the Trust Agreement. 
 k. “NASD” means the
National Association of Securities Dealers, Inc. 
 l. “Prospectus” means the Trust’s current prospectus included in its
effective registration statement, as supplemented or amended from time to time. 
 m. All other capitalized terms used in these Standardized
Terms and not otherwise defined shall have the meaning ascribed to such terms in the Authorized Participant Agreement. 
 Section 8.03.
Third Party Beneficiary. The parties acknowledge and agree that the Creation and Redemption Agent shall be a third party beneficiary to the Authorized Participant Agreement, including but not limited to the rights set forth in
Section 7.01 of the Standard Terms. 
  

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 IN WITNESS WHEREOF, the Sponsor and the Trustee have executed these Standard Terms as of the date
set forth above. 
  

							
	BARCLAYS GLOBAL INVESORS, N.A. in its capacity as Trustee of the iShares® GS Commodity Non Energy Indexed Trust	    		 	
				
	By:	 	  
	    	By:	 	  

	Name: 	 		    	Name: 	 	
	Title:	 		    	Title:	 	
			
	BARCLAYS GLOBAL INVESTORS INTERNATIONAL, INC., in its capacity as Sponsor of the iShares® GS Commodity Non Energy Indexed Trust	    		 	
				
	By:	 	  
	    	By:	 	  

	Name: 	 		    	Name: 	 	
	Title:	 		    	Title:	 	








 Exhibit A 
 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:	 	

  

 A-1