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): May 9, 2007
iSHARES ® S&P GSCI ™ COMMODITY-INDEXED TRUST
(Registrant)
iSHARES ® S&P GSCI ™ COMMODITY-INDEXED INVESTING POOL LLC
(Rule 140 Co-Registrant)
(Exact name of registrant as specified in its charter)
| Delaware |
001-32947 (Registrant) 001-32948 (Co-Registrant) |
51-6573369 (Registrant) 34-2061331 (Co-Registrant) |
||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
c/o Barclays Global Investors International Inc.
45 Fremont Street
San Francisco, California 94105
Attn: BGI’s Product Management Team
Intermediary Investor and Exchange-Traded Products Group
(Address of principal executive offices)
Registrant’s telephone number, including area code: (415) 597-2000
iSHARES ® GSCI ® COMMODITY-INDEXED TRUST
iSHARES ® GSCI ® COMMODITY-INDEXED INVESTING POOL LLC
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03. | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 9, 2007, iShares ® GSCI ® Commodity-Indexed Trust filed a Restated Certificate of Trust with the Secretary of State of the State of Delaware to change its name to iShares ® S&P GSCI ™ Commodity-Indexed Trust. In addition, on May 9, 2007, iShares ® GSCI ® Commodity-Indexed Investing Pool LLC filed an Amended and Restated Certificate of Formation with the Secretary of State of the State of Delaware to change its name to iShares ® S&P GSCI ™ Commodity-Indexed Investing Pool LLC. A copy of the Restated Certificate of Trust and the Amended and Restated Certificate of Formation, each effective May 9, 2007, are attached hereto as Exhibit 3.1(i) and Exhibit 3.2(i), respectively, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | The following Exhibits are included as part of this report: |
| 3.1 | (i) | Restated Certificated Trust of iShares ® GSCI ® Commodity-Indexed Trust | |
| 3.2 | (i) | Amended and Restated Certificate of Formation of iShares ® GSCI ® Commodity-Indexed Investing Pool LLC |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant and Co-Registrant have duly caused this report to be signed on their behalf by the undersigned in the capacities* indicated thereunto duly authorized.
| Date: May 9, 2007 | iShares ® S&P GSCI ™ Commodity-Indexed Trust | |||||||
| (Registrant) | ||||||||
| Barclays Global Investors International Inc. | ||||||||
| By: /s/ LEE KRANEFUSS | ||||||||
| Name: Lee Kranefuss | ||||||||
| Title: Managing Director | ||||||||
| By: /s/ MICHAEL A. LATHAM | ||||||||
| Name: Michael A. Latham | ||||||||
| Title: Managing Director | ||||||||
| iShares ® S&P GSCI ™ Commodity-Indexed Investing Pool LLC | ||||||||
| (Rule 140 Co-Registrant) | ||||||||
| Barclays Global Investors International Inc. | ||||||||
| By: /s/ LEE KRANEFUSS | ||||||||
| Name: Lee Kranefuss | ||||||||
| Title: Managing Director | ||||||||
| By: /s/ MICHAEL A. LATHAM | ||||||||
| Name: Michael A. Latham | ||||||||
| Title: Managing Director | ||||||||
| * | The Registrant is a trust and the Co-Registrant is a limited liability company, and the persons are signing in their capacities as officers of Barclays Global Investors International, Inc., the Sponsor of the Registrant and the Manager of the Co-Registrant. |
Exhibit Index
| Exhibit No. |
Description |
|
| 3.1(i) | Restated Certificated Trust of iShares ® GSCI ® Commodity-Indexed Trust | |
| 3.2(i) | Amended and Restated Certificate of Formation of iShares ® GSCI ® Commodity-Indexed Investing Pool LLC | |
EXHIBIT 3.1(i)
RESTATED CERTIFICATE OF TRUST
OF
ISHARES GSCI COMMODITY-INDEXED TRUST
THIS RESTATED CERTIFICATE OF TRUST of iShares GSCI Commodity-Indexed Trust (the “ Trust ”) is being duly executed and filed by the undersigned, as trustees, to amend and restate under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) the Certificate of Trust of the Trust, which was originally filed on July 7, 2006.
The Certificate of Trust of the Trust is hereby amended and restated in its entirety to read as follows:
1. Name . The name of the statutory trust is iShares S&P GSCI Commodity-Indexed Trust.
2. Delaware Trustee . The name and business address of the trustee of the Trust with its principal place of business in the State of Delaware are Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.
3. Effective Date . This Restated Certificate of Trust shall be effective upon filing with the Secretary of State of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have duly executed this Restated Certificate of Trust in accordance with Section 3811(a)(1) of the Act.
| BARCLAYS GLOBAL INVESTORS, N.A., |
| not in its individual capacity, but solely as Trustee |
| By: /s/ Lee Kranefuss |
|
Name: Lee Kranefuss |
|
Title: Managing Director |
| By: /s/ Michael Latham |
|
Name: Michael Latham |
|
Title: Managing Director |
| WILMINGTON TRUST COMPANY, |
| not in its individual capacity, but solely as Trustee |
| By: /s/ Dorri Wolhar |
| Name: Dorri Wolhar |
| Title: Financial Services Officer |
EXHIBIT 3.2(i)
AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
ISHARES GSCI COMMODITY-INDEXED INVESTING POOL LLC
The name of the limited liability company is iShares GSCI Commodity-Indexed Investing Pool LLC (the “ Company ”). The date of filing of the Company’s original Certificate of Formation with the Secretary of State of the State of Delaware was July 7, 2006. This Amended and Restated Certificate of Formation is to become effective upon filing. This Amended and Restated Certificate of Formation was duly executed and is being filed in accordance with Section 18-208 of the Delaware Limited Liability Company Act.
| 1. | The name of the limited liability company is iShares S&P GSCI Commodity-Indexed Investing Pool LLC. |
| 2. | The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its registered agent at such address is Corporation Service Company. |
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation of ISHARES GSCI COMMODITY-INDEXED INVESTING POOL LLC this 9 th day of May, 2007.
|
BARCLAYS GLOBAL INVESTORS INTERNATIONAL, INC., |
| as Manager and Authorized Person |
|
By: /s/ Michael Latham |
| Name: Michael Latham |
|
Title: Managing Director |
|
By: /s/ Michele Knight |
|
Name: Michele Knight |
|
Title: Principal |
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