iShares GSCI Commodity - Indexed Investing Pool Sublicense Agreement



 Exhibit 10.3 
 iSHARES GSCI COMMODITY- INDEXED INVESTING POOL SUBLICENSE AGREEMENT 
 This Sublicense Agreement (the
“Agreement”) is made as of                     , 2006, by and between Barclays Global Investors, N.A., a national banking
association organized under the laws of the United States (“BGI”) and the iShares GSCI-Commodity-Indexed Investing Pool, a Delaware limited liability company (the “Investing Pool”). 
 RECITALS 
 WHEREAS, pursuant to that certain
License Agreement dated April 27, 2006 between Goldman, Sachs & Co., a New York limited partnership, (“GOLDMAN”) and BGI attached hereto as Exhibit A (the “Index License Agreement”), BGI obtained a license to
use in connection with the Investing Pool certain GOLDMAN Indexes and certain related GOLDMAN trade names and trademarks as specified in the Index License Agreement (the “Licensed Index Rights”); and 
 WHEREAS, pursuant to that certain Patent & Technology License Agreement dated April 11, 2006 between GOLDMAN and BGI attached hereto as
Exhibit B (the “Patent License Agreement” and together with the Index License Agreement, the “License Agreements”), BGI obtained a license to use in connection with the Investing Pool certain patent intellectual property
rights as specified in the Patent License Agreement (the “Licensed Patent Rights” and together with the Licensed Index Rights, the “Licensed Property” ); and 
 WHEREAS, BGI has the right pursuant to the License Agreements to sublicense its rights thereunder to the Investing Pool; and 
 WHEREAS, the Investing Pool wishes to use the Licensed Property in connection with its management and operations, as described in the Registration
Statement on Form S-1 of the Investing Pool, Registration No. 333-126810, as amended from time to time (the “Registration Statement”); and 
 WHEREAS, BGI wishes to grant a sublicense to the Investing Pool for the use of the Licensed Property; 
 NOW
THEREFORE, the parties agree as follows: 
 1. Grant of Sublicense. Subject to the terms and conditions of this Agreement, BGI hereby
grants to the Investing Pool a sublicense to use the Licensed Property in the manner set forth in, and subject to the terms of, the License Agreements. 
 2. Performance of Obligations Under the Licenses. The Investing Pool will be responsible for performing all of BGI’s executory obligations under the License Agreement (other than the payment of license
fees), as such obligations relate to use of the Licensed Property. 
 3. Fees. The Investing Pool shall have no obligation to pay any
sublicense fees to BGI or GOLDMAN under this sublicense agreement. 
  

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 4. Termination. This Agreement shall terminate upon the earlier to occur of (a) termination
of each of the License Agreements, or (b) termination of the Investing Pool. BGI shall notify the Investing Pool as soon as reasonably practicable of the occurrence of an event described in (a) above. Upon termination of this Agreement,
the Investing Pool’s right to use the Licensed Property pursuant to the License Agreements shall terminate immediately. 
 5.
Indemnification. 
 (a) The Investing Pool shall indemnify and hold harmless BGI, its officers, employees, agents,
successors, and assigns against all judgments, damages, costs or losses of any kind (including reasonable attorneys’ and experts’ fees) resulting from any claim, action or proceeding (collectively “claims”) that arises out of or
relates to any breach by BGI of its covenants, representations, and warranties under the License Agreements caused by the actions or inactions of the Investing Pool. The provisions of this section shall survive termination of this Agreement.

 (b) BGI shall indemnify and hold harmless the Investing Pool against all judgments, damages, costs or losses of any kind
(including reasonable attorneys’ and experts’ fees) resulting from any claims that arise out of or relate to any assertion by GOLDMAN that the business or operations of the Investing Pool, as described in the Registration Statement,
violate GOLDMAN rights. 
 6. Assignment. The Investing Pool will not make, or purport to make, any assignment or other transfer of
this Agreement on behalf of the Investing Pool except with the prior written consent of BGI. BGI may assign its rights and obligations under this Agreement effective upon the giving of written notice to the Investing Pool. 
 7. Amendment. No provision of this Agreement may be waived, altered, or amended except by written agreement of the parties. 
 8. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

 9. Construction. Headings used in this Agreement are for convenience only, and shall not affect the construction or interpretation
of any of its provisions. Each of the provisions of this Agreement is severable, and the invalidity or inapplicability of one or more provisions, in whole or in part, shall not affect any other provision. To the extent not preempted by federal law,
this Agreement shall be construed and interpreted under the laws of the State of New York. 
 10. Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts together shall constitute only one instrument. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 
  

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 IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of the date first above
written, with intent to be bound hereby. 
  

									
	BARCLAYS GLOBAL INVESTORS, N.A.	 		 	iSHARES GSCI COMMODITY- INDEXED INVESTING POOL
				
		 		 		 	By: BARCLAYS GLOBAL INVESTORS INTERNATIONAL, N.A., in its capacity as Managing Member
					
	By:	 	  	 		 	By:	 	  
		 	Authorized Signature	 		 		 	Authorized Signature
					
	Name:	 	Michael Latham	 		 	Name:	 	Michael Latham
	Title:	 	Managing Director	 		 	Title:	 	Managing Director
					
	By:	 	  	 		 	By:	 	  
		 	Authorized Signature	 		 		 	Authorized Signature
					
	Name:	 	Greg Friedman	 		 	Name:	 	Greg Friedman
	Title:	 	Principal	 		 	Title:	 	Principal

  

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 Exhibit A 
 Index License Agreement 
  

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 Exhibit B 
 Patent License Agreement 
  

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