UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2007

streetTRACKS ® GOLD TRUST

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

     
001-32356
(Commission File Number)
  81-6124035
(IRS Employer Identification No.)
     
c/o World Gold Trust Services, LLC, 444 Madison Avenue, 3 rd Floor
New York, New York 10022

(Address of principal executive offices; zip code)

(212) 317-3800
Registrant’s telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 



ITEM 8.01 Other Events.

On November 23, 2007, the sole member of World Gold Trust Services, LLC adopted resolutions authorizing and approving the transfer of the listing of the streetTRACKS ® Gold Trust and the trading of the streetTRACKS ® Gold Shares (the “Shares”) from the New York Stock Exchange, Inc. (“NYSE”) to its affiliated exchange NYSE Arca, Inc. (“NYSE Arca”), pursuant to the request of NYSE Euronext, Inc. to transfer all exchange traded funds currently trading on the NYSE to NYSE Arca. On December 13, 2007, the Shares began trading on the NYSE Arca trading platform.

In furtherance of the transfer of the listing of the Shares to NYSE Arca, streetTRACKS ® Gold Trust amended its Trust Indenture, Participant Agreements, Allocated Bullion Account Agreement, Unallocated Bullion Account Agreement and Marketing Agent Agreement. The amendments are furnished as Exhibits to this report and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

 

Exhibit No.

 

Description

4.1

 

Amendment No. 1 to Trust Indenture dated November 26, 2007

4.2

 

Amendment to Participant Agreements dated November 26, 2007

10.1

 

Amendment No. 2 to Allocated Bullion Account Agreement dated November 26, 2007

10.2

 

Amendment No. 1 to Unallocated Bullion Account Agreement dated November 26, 2007

10.6

 

Amendment No. 2 to Marketing Agent Agreement dated November 26, 2007

 

 



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: December 13, 2007

 

streetTRACKS ® GOLD TRUST
(Registrant)*

 

By: 


World Gold Trust Services, LLC

 

 

 

as the Sponsor of the Registrant

 

 

 

 

 

 


By: 

/s/ James Burton

 

 

Name: 

James Burton

 

 

Title: 

Managing Director

______________

*

As the Registrant is a trust, this report is being filed on behalf of the Registrant by World Gold Trust Services, LLC, only in its capacity as the sponsor of the Registrant. The identified person signing this report is signing in their capacity as an authorized officer of World Gold Trust Services, LLC.

 

 



EXHIBIT INDEX

 

Exhibit No.

 

Description

4.1

 

Amendment No. 1 to Trust Indenture dated November 26, 2007

4.2

 

Amendment to Participant Agreements dated November 26, 2007

10.1

 

Amendment No. 2 to Allocated Bullion Account Agreement dated November 26, 2007

10.2

 

Amendment No. 1 to Unallocated Bullion Account Agreement dated November 26, 2007

10.6

 

Amendment No. 2 to Marketing Agent Agreement dated November 26, 2007

 

 



Execution Copy

AMENDMENT NO. 1

dated November 26, 2007

to

Trust Indenture

of streetTRACKS ® GOLD TRUST

dated as of November 12, 2004

This Amendment (this “ Amendment” ) dated November 26, 2007 to the Trust Indenture (the “ Trust Indenture” ), dated as of November 12, 2004, between World Gold Trust Services, LLC, as Sponsor (the “ Sponsor” ), and The Bank of New York, as Trustee (the “ Trustee ”), establishing the streetTRACKS ® GOLD TRUST (the “ Trust” )

WITNESSES, that

WHEREAS the NYSE Euronext, Inc. has announced that it desires all exchange traded funds currently listed on the New York Stock Exchange, Inc. (“ NYSE ”), to transfer their listings to its affiliated exchange NYSE Arca, Inc. (“ NYSE Arca ”) and has requested that the listing of the Trust and trading of the streetTRACKS ® Gold Shares (the “ Shares ”) be transferred from the NYSE to NYSE Arca, and the Sponsor has agreed to such transfer; and

WHEREAS effective upon such transfer, NYSE Arca will be the exchange on which the Shares are principally traded and, as such, will be the “Exchange” as such term is defined in Article I of the Trust Indenture; and

WHEREAS the definition of “Order Cut-Off Time” in the Trust Indenture identifies such time as the close of regular trading on the Exchange; and

WHEREAS there is no time identified as the close of regular trading on NYSE Arca; and

WHEREAS Section 10.01 of the Trust Indenture provides, in pertinent part, that the Sponsor and the Trustee may amend the Trust Indenture “to cure any ambiguity or to correct or supplement any provision hereof which may be defective or inconsistent or to make such other provisions in regard to matters or questions arising hereunder as will not materially adversely affect the interests of Beneficial Owners as determined in good faith by the Sponsor”; and

WHEREAS the Sponsor wishes to amend the definition of Order Cut-Off Time in the Trust Indenture to accommodate the identification of NYSE Arca as the Exchange; and

WHEREAS all conditions and requirements necessary to make this Amendment a valid instrument that is legally binding on the parties hereto and on the Beneficial Owners have been satisfied;

NOW, THEREFORE, the Sponsor and the Trustee agree as follows:

1. The Sponsor specifies NYSE Arca to be the exchange on which the Shares are principally traded and the “Exchange” as such term is defined in the Trust Indenture.

 

 



2. The definition of the term “Order Cut-Off Time” in Article I of the Trust Indenture is amended as follows:

“Order Cut-Off Time.

4:00 p.m. New York time.”

3. Except as modified by this Amendment, the Trust Indenture shall remain unmodified and in full force and effect.

4. Written notice of this amendment, in the form annexed, shall be distributed as provided in Section 10.01(b) of the Trust Indenture.

5. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Trust Indenture.

6. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but together shall constitute one and the same amendment.

[Signature Page Follows]

 

 

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IN WITNESS WHEREOF, the Sponsor and the Trustee have duly executed and delivered this Amendment as of the date first above written.

 


[Signature Page to Amendment No. 1 to

Trust Indenture of streetTRACKS ® GOLD TRUST]

 

 

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streetTRACKS ® GOLD TRUST

Notice of Amendment of Trust Indenture

In connection with the transfer of the primary listing of streetTRACKS ® Gold Shares from the New York Stock Exchange to NYSE Arca, the Sponsor and the Trustee have amended the Trust Indenture’s definition of “Order Cut-Off Time.” The Order Cut-Off Time is the time by which a Purchase Order for the creation of a Creation Basket of shares or a Redemption Order for the redemption of a Creation Basket of shares must be received by the Trustee to be effective for such day. Commencing December 13, 2007, such time is 4:00 p.m., New York time.

This notice is provided as directed by the Trust Indenture. No action by owners of Shares is required.

 

 

 

 

 

 

The Bank of New York
Trustee

 

 

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Execution Copy

AMENDMENT

TO

streetTRACKS ® GOLD TRUST

PARTICIPANT AGREEMENTS

This amendment (this “ Amendment ”), dated as of November 26, 2007, is to the streetTRACKS ® Gold Trust Participant Agreements (the “ Participants Agreements, ” and each a “ Participant Agreement ”) among The Bank of New York, not in its individual capacity, but solely as trustee of the streetTRACKS ® Gold Trust (the “ Trustee ”), World Gold Trust Services, LLC, as the sponsor (the “ Sponsor ”) of the streetTRACKS ® Gold Trust (the “ Trust ”), and the authorized participants of the Trust set forth on Schedule A hereto (the “ Authorized Participants ”).

WHEREAS, the Trustee and the Sponsor have hitherto entered into a Participant Agreement with each of the Authorized Participants identified on Schedule A and the same are in full force and effect; and

WHEREAS, Section 20(a) of each Participant Agreement provides that the Participant Agreement, the procedures described in Attachment A thereto (the “ Procedures ”) and the Exhibits thereto may be amended, modified or supplemented by the Trustee and the Sponsor without the consent of any Beneficial Owner or Authorized Participant by following the procedures provided for therein; and

WHEREAS, the Trustee and the Sponsor wish to amend Section 3(e) of each Participant Agreement as provided herein in order to reflect the transfer of the principal listing of the Trust and the trading of the streetTRACKS ® Gold Shares (the “ Shares ”) from the New York Stock Exchange, Inc. (“ NYSE ”) to NYSE Arca, Inc. (“ NYSE Arca ”); and

WHEREAS, as NYSE Arca does not have the same close of regular trading as NYSE, the definition of “Order Cut-Off Time” in the Trust Indenture of the Trust, dated as of November 12, 2004, between the Sponsor and the Trustee, is being amended contemporaneously herewith to identify the current order cut-off time of 4:00 p.m. New York time; and

WHEREAS, the Trustee and the Sponsor wish to amend the Procedures to each Participant Agreement as provided herein to reflect the amendments described in the two preceding recitals;

NOW, THEREFORE, the Trustee and the Sponsor agree as follows:

1. Section 3(e) of each Participant Agreement is hereby amended to read in its entirety as follows:

(e) The Trustee may, in its discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the

 

 



applicable redemption settlement date, (i) for any period during which the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Gold is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the Beneficial Owners. Neither the Sponsor nor the Trustee shall be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

2. The Procedures to each Participant Agreement are hereby amended as follows:

(i) The third paragraph of the section of the Procedures entitled “Scope of Procedures and Overview” is hereby amended to read in its entirety as follows:

For purposes of these Procedures, a “ Business Day ” is defined as any day other than (i) a day on which the Exchange is closed for regular trading or (ii), if the transaction involves the receipt or delivery of Gold or confirmation thereof in the United Kingdom or in some other jurisdiction, (a) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorized by law to close or a day on which the London gold market is closed or (b) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorized to be open for less than a full business day or the London gold market is open for trading for less than a full business day and transaction procedures required to be executed or completed before the close of the business day may not be so executed or completed.

(ii) The parenthetical clause in the first sentence of paragraph 1 of the section of the Procedures entitled “CREATION T (PURCHASE ORDER TRADE DATE)” is hereby amended to read in its entirety as follows:

(4:00 p.m. N.Y. time)

(iii) The parenthetical clause in the first sentence of paragraph 1 of the section of the Procedures entitled “REDEMPTION T (REDEMPTION ORDER TRADE DATE)” is hereby amended to read in its entirety as follows:

(4:00 p.m. N.Y. time)

3. The foregoing amendments shall be effective as of the date the Shares are listed on NYSE Arca.

 

 

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4. Except as modified by this Amendment, the Participant Agreements shall remain unmodified and in full force and effect.

5. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York conflict of laws principles) as to all matters, including, without limitation, matters of validity, construction, effect, performance and remedies. Each party hereto irrevocably consents to the jurisdiction of the courts of the State of New York and of any federal court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Amendment or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such party at such party’s address for purposes of notices hereunder.

6. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Participant Agreements.

7. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but together shall constitute one and the same amendment. Facsimile signatures shall be acceptable and binding.

[Signature Page Follows]

 

 

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IN WITNESS WHEREOF, the Trustee and the Sponsor have executed and delivered this Amendment as of the date first above specified.

 


[Signature Page to Amendment to streetTRACKS ® Gold Trust Participant Agreements]

 

 

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Schedule A

AUTHORIZED PARTICIPANTS

Bear Hunter Structured Products LLC

Bear, Stearns & Co. Inc.

BMO Capital Markets Corp.

CIBC World Markets Corp.

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

EWT, LLC

Fimat USA, LLC

Goldman, Sachs & Co.

Goldman Sachs Execution & Clearing L.P.

HSBC Securities (USA) Inc.

J.P. Morgan Securities Inc.

Lehman Brothers Inc.

Merrill Lynch Professional Clearing Corp.

RBC Capital Markets Corporation

UBS Securities LLC

 

 

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November 26, 2007

streetTRACKS ® GOLD TRUST

Notice of Amendment of Participant Agreements

In connection with the transfer of the principal listing of the streetTRACKS ® Gold Trust and the trading of streetTRACKS ® Gold Shares (the “ Shares ”) from the New York Stock Exchange, Inc. (“ NYSE ”) to NYSE Arca, Inc. (“ NYSE Arca ”), the Sponsor and the Trustee have adopted an amendment to each streetTRACKS® Gold Trust Participant Agreement (together, the “ Participant Agreements ”).

The Participant Agreements and the procedures described in Attachment A thereto have been amended (i) to reflect the change of the principal exchange for the Shares from NYSE to NYSE Arca and (ii), as NYSE Arca does not have the same close of regular trading as NYSE, to clarify that 4:00 p.m. New York time on a business day is the current order cut-off time by when a purchase order for the creation of a basket of Shares or a redemption order for the redemption of a basket of Shares must be received by The Bank of New York, as Trustee, to be effective for such day.

As provided in the Participant Agreements, a copy of the amendment is attached. The amendment will become effective on December 13, 2007. No action by any Authorized Participant is required.

 

 

 

 

The Bank of New York

 

 

 

Trustee

 

 



Execution Copy

AMENDMENT NO. 2

TO

streetTRACKS ® GOLD TRUST

ALLOCATED BULLION ACCOUNT AGREEMENT

This amendment (this “ Amendment ”), dated as of November 26, 2007, is Amendment No. 2 to the streetTRACKS ® Gold Trust Allocated Bullion Account Agreement, dated November 12, 2004, between HSBC Bank USA, National Association (the “ Custodian ”) and The Bank of New York, not in its individual capacity, but solely as trustee of the streetTRACKS ® Gold Trust (the “ Trustee ”), as amended by Amendment No. 1 thereto, dated December 5, 2005 (the “ Allocated Bullion Account Agreement ”).

WHEREAS, the Trustee and the Custodian have hitherto entered into the Allocated Bullion Account Agreement and the same is currently in full force and effect; and

WHEREAS, clause 15.4 of the Allocated Bullion Account Agreement provides that any amendment thereto shall be in writing signed by the Trustee and the Custodian; and

WHEREAS, the Trustee and the Custodian wish to amend the definition of “Business Day” in clause 1.1 of the Allocated Bullion Account Agreement as provided herein in order to reflect the transfer of the principal listing of the streetTRACKS ® Gold Trust and the trading of the streetTRACKS ® Gold Shares (the “ Shares ”) from the New York Stock Exchange, Inc. to NYSE Arca, Inc. (“ NYSE Arca ”);

NOW, THEREFORE, the Trustee and the Custodian agree as follows:

1. The definition of “Business Day” in clause 1.1 of the Allocated Bullion Account Agreement is hereby amended to read in its entirety as follows:

Business Day ” means a day other than (i) a day on which the Exchange (as defined in the Trust Indenture) is closed for regular trading or (ii), if the transaction involves the receipt or delivery of gold or confirmation thereof in the United Kingdom or in some other jurisdiction, (a) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorized by law to close or a day on which the London gold market is closed or (b) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorized to be open for less than a full business day or the London gold market is open for trading for less than a full business day and transaction procedures required to be executed or completed before the close of the business day may not be so executed or completed.

2. The foregoing amendment shall be effective as of the date the Shares are listed on NYSE Arca.

 

 

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3. Except as modified by this Amendment, the Allocated Bullion Account Agreement shall remain unmodified and in full force and effect.

4. This Amendment is governed by, and will be construed in accordance with, English law. The parties agree that the courts of the State of New York, in the United States of America, and the United States federal court located in the Borough of Manhattan in such state are to have jurisdiction to settle any disputes or claims which may arise out of or in connection with this Amendment and, for these purposes each party irrevocably submits to the non-exclusive jurisdiction of such courts, waives any claim of forum non conveniens and any objections to the laying of venue, and further waives any personal service.

5. Capitalized terms used but not defined in this Amendment shall have the meaning assigned to such terms in the Allocated Bullion Account Agreement.

6. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but together shall constitute one and the same amendment. Facsimile signatures shall be acceptable and binding.

[Signature Page Follows]

 

 

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IN WITNESS WHEREOF, the Custodian and the Trustee have caused this Amendment to be executed as of the day and year first above written.

 

 


 

 

 

 

 


[Signature Page to Amendment No. 2 to

streetTRACKS ® Gold Trust Allocated Bullion Account Agreement]

 

 

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Execution Copy

AMENDMENT NO. 1

TO

streetTRACKS ® GOLD TRUST

UNALLOCATED BULLION ACCOUNT AGREEMENT

This amendment (this “ Amendment ”), dated as of November 26, 2007, is Amendment No. 1 to the streetTRACKS ® Gold Trust Unallocated Bullion Account Agreement, dated November 12, 2004, between HSBC Bank USA, National Association (the “ Custodian ”) and The Bank of New York, not in its individual capacity, but solely as trustee of the streetTRACKS ® Gold Trust (the “ Trustee ”), (the “ Unallocated Bullion Account Agreement ”).

WHEREAS, the Trustee and the Custodian have hitherto entered into the Unallocated Bullion Account Agreement and the same is currently in full force and effect; and

WHEREAS, clause 12.4 of the Unallocated Bullion Account Agreement provides that any amendment thereto shall be in writing signed by the Trustee and the Custodian; and

WHEREAS, the Trustee and the Custodian wish to amend the definition of “Business Day” in clause 1.1 of the Unallocated Bullion Account Agreement as provided herein in order to reflect the transfer of the principal listing of the streetTRACKS ® Gold Trust and the trading of the streetTRACKS ® Gold Shares (the “ Shares ”) from the New York Stock Exchange, Inc. to NYSE Arca, Inc. (“ NYSE Arca ”);

NOW, THEREFORE, the Trustee and the Custodian agree as follows:

1. The definition of “Business Day” in clause 1.1 of the Unallocated Bullion Account Agreement is hereby amended to read in its entirety as follows:

“Business Day” means a day other than (i) a day on which the Exchange (as defined in the Trust Indenture) is closed for regular trading or (ii), if the transaction involves the receipt or delivery of gold or confirmation thereof in the United Kingdom or in some other jurisdiction, (a) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorized by law to close or a day on which the London gold market is closed or (b) a day on which banking institutions in the United Kingdom or in such other jurisdiction, as the case may be, are authorized to be open for less than a full business day or the London gold market is open for trading for less than a full business day and transaction procedures required to be executed or completed before the close of the business day may not be so executed or completed.

2. The foregoing amendment shall be effective as of the date the Shares are listed on NYSE Arca.

 

 

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3. Except as modified by this Amendment, the Unallocated Bullion Account Agreement shall remain unmodified and in full force and effect.

4. This Amendment is governed by, and will be construed in accordance with, English law. The parties agree that the courts of the State of New York, in the United States of America, and the United States federal court located in the Borough of Manhattan in such state are to have jurisdiction to settle any disputes or claims which may arise out of or in connection with this Amendment and, for these purposes each party irrevocably submits to the non-exclusive jurisdiction of such courts, waives any claim of forum non conveniens and any objections to the laying of venue, and further waives any personal service.

5. Capitalized terms used but not defined in this Amendment shall have the meaning assigned to such terms in the Unallocated Bullion Account Agreement.

6. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but together shall constitute one and the same amendment. Facsimile signatures shall be acceptable and binding.

[Signature Page Follows]

 

 

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IN WITNESS WHEREOF, the Custodian and the Trustee have caused this Amendment to be executed as of the day and year first above written.

 

 


 

 

 

 

 


 


[Signature Page to Amendment No. 1 to

streetTRACKS ® Gold Trust Unallocated Bullion Account Agreement]

 

 

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Execution Copy

World Gold Trust Services, LLC

444 Madison Avenue

New York, New York 10022

November 26, 2007

State Street Global Markets, LLC

One Lincoln Street

Boston, Massachusetts 02111

 

Re:

Transfer of the Principal Listing of the streetTRACKS ® Gold Shares
from the New York Stock Exchange, Inc. to NYSE Arca, Inc .

Reference is made to the Marketing Agent Agreement made as of November 16, 2004 by and between World Gold Trust Services, LLC (the “ Sponsor ”), a Delaware limited liability company, and State Street Global Markets, LLC (the “ Marketing Agent ”), a Delaware limited liability company, as amended by a letter agreement dated March 14, 2005 among the Sponsor, the Marketing Agent and World Gold Council, a not-for-profit association registered under Swiss law, (the “ Marketing Agent Agreement ”).

The Sponsor and the Marketing Agent wish to amend the Marketing Agent Agreement to account for the transfer of the principal listing of the streetTRACKS ® Gold Trust (the “ Trust ”) and the trading of the streetTRACKS ® Gold Shares (the “ Shares ”) from the New York Stock Exchange, Inc. to NYSE Arca, Inc. (“ NYSE Arca ”). In order to accomplish the foregoing, the Sponsor and the Marketing Agent wish to adopt the below amendments to the Marketing Agent Agreement:

1. The definition of “Business Day” in Section 1 is hereby amended to read in its entirety as follows:

Business Day ” means any day that is not a Saturday, Sunday or day on which banking institutions in New York, New York are not required to be open or the Exchange is not open for trading.

2. Section 1 is hereby amended to include the following new definition of “Exchange”:

Exchange ” means NYSE Arca, Inc. or, if the Shares shall cease to be listed on such exchange and are listed on one or more other exchanges, the exchange on which the Shares are principally traded, as specified by the Sponsor.

 

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3. Section 4.1(m) is hereby amended to read in its entirety as follows:

(m) to use its best efforts to cause the Shares to be listed on the Exchange;

4. Section 5.2(a) is hereby amended to read in its entirety as follows:

(a) The Sponsor and the Marketing Agent or one of its Affiliates will market the Trust and the Shares on an ongoing basis after the Registration Statement is declared effective and the Shares have been listed on the Exchange in accordance with the provisions of this Section 5.2 .

5. Clause (v) of Section 5.2(b) is hereby amended to read in its entirety as follows:

(v) incorporate the Trust into the “SPDR ® ” website (or any similar ETF-related website maintained by the Marketing Agent or its Affiliates) and into any ETF-related asset allocation model of the Marketing Agent and its Affiliates.

The foregoing amendments shall be effective as of the date the Shares are listed on NYSE Arca.

Except as otherwise set forth above, this letter agreement does not constitute an amendment, waiver or modification of any provision of the Marketing Agent Agreement.

This letter agreement shall be governed by the laws of the State of New York, without reference to the principles or rules of conflict of laws to the extent the laws of a different jurisdiction would be required thereby.

This letter agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but together shall constitute one and the same agreement. Facsimile signatures shall be acceptable and binding.

[Signature Page Follows]

 

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If this letter correctly states our agreements, please indicate your approval and acceptance by signing on behalf of the Marketing Agent below and returning a duplicate copy of this letter to our attention.

 

 

 

 

  Very truly yours,

 

 

 

 


 

AGREED AND ACCEPTED

As of the date first set forth above:


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