Exhibit 4.1

BLACKROCK ASSET MANAGEMENT INTERNATIONAL INC.,

as Sponsor

and

BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.,

as Administrative Trustee

and

WILMINGTON TRUST COMPANY,

as Delaware Trustee

SECOND AMENDED AND RESTATED TRUST AGREEMENT

iSHARES ^® S&P GSCI™ COMMODITY-INDEXED TRUST

Dated as of March 1, 2013

i

ii

iii

SECOND AMENDED AND RESTATED TRUST AGREEMENT

This Second Amended and Restated Trust Agreement, dated as of March 1, 2013 (this “ Agreement ”), is among BlackRock Asset Management International Inc. (formerly known as Barclays Global Investors International, Inc.), a Delaware corporation, as sponsor (the “ Sponsor ”), BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.), a national banking association, as administrative trustee (the “ Administrative Trustee ”), and Wilmington Trust Company, a Delaware trust company, as Delaware trustee (the “ Delaware Trustee ”). This Agreement amends and restates in its entirety the trust agreement of the iShares ^® S&P GSCI™ Commodity-Indexed Trust (the “ Trust ”), dated as of July 7, 2006 (the “ Initial Trust Agreement ”), as amended and restated as of September, 12, 2007, and as further amended on December 27, 2007 (the “ Existing Trust Agreement ”), among the Sponsor, the Administrative Trustee and the Delaware Trustee (the “ Existing Trust Agreement ”).

W I T N E S S E T H :

WHEREAS, the Sponsor has established a statutory trust known as the “iShares ^® S&P GSCI™ Commodity-Indexed Trust,” pursuant to the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq ., as it may be amended from time to time, or any successor legislation (the “ Act ”);

WHEREAS, the Sponsor, the Administrative Trustee and the Delaware Trustee are parties to the Existing Trust Agreement;

WHEREAS, the Sponsor, the Administrative Trustee and the Delaware Trustee have entered into this Agreement to amend and restate the Existing Agreement in its entirety; and

WHEREAS, the amendments to the Existing Agreement set forth herein (other than the provisions of Section 7.10 , which shall be effective as of the date hereof) shall become effective as of the date the conditions set forth in Section 7.10 have been satisfied (the “ Amendment Effective Date ”).

NOW, THEREFORE, it being the intention of the parties hereto that the Trust constitutes a statutory trust under the Act and that this Agreement constitute the governing instrument of the Trust:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1 Definitions . Except as otherwise specified in this Agreement or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement.

“ Act ” has the meaning specified in the recitals hereto.

“ Adjusted Property ” means any property the book value of which has been adjusted as provided by Section 1(d) of Annex I .

“ Administrative Trustee ” means the Person named as such in the Preamble hereto, solely in such Person’s capacity as an administrative trustee of the Trust created hereunder and not in such Person’s individual capacity, and includes any entity to whom such Person delegates its obligations in accordance with Section 5.8 or any successor appointed as Administrative Trustee under this Agreement; provided , however , that all Administrative Trustees shall be United States persons, within the meaning of Section 7701(a)(30) of the Code, and at least one Administrative Trustee shall be a bank, as defined in Section 581 of the Code, or a United States government-owned agency or United States government-sponsored enterprise.

“ Administrative Trustee Indemnified Persons ” has the meaning specified in Section 5.11(a) .

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“ Agreement ” means this Second Amended and Restated Trust Agreement, including Exhibit A and Annex I hereto, as amended, modified, supplemented and restated from time to time, in accordance with its terms.

“ Amendment Effective Date ” has the meaning specified in the recitals hereto.

“ Authorized Participant ” means a Person that, at the time of submitting to the Administrative Trustee, or any trust administrator appointed by the Administrative Trustee, a Purchase Order or a Redemption Order (a) is a registered broker-dealer and, if required in connection with its activities, a registered futures commission merchant, (b) is a DTC Participant, (c) has in effect a valid Authorized Participant Agreement and (d) is in a position to transfer Index Futures and the required Collateral Assets to, or take delivery of these assets from, the Administrative Trustee through one or more accounts.

“ Authorized Participant Agreement ” means an agreement among the Administrative Trustee, the Sponsor and an Authorized Participant that provides the procedures for the creation and redemption of Baskets.

“ Basket ” means a block of 50,000 Shares, as such number may be increased or decreased, from time to time, in accordance with Section 2.12 of this Agreement.

“ Basket Amount ” is the amount of Index Futures and Collateral Assets that an Authorized Participant must Deliver in exchange for one Basket, or that an Authorized Participant is entitled to receive in exchange upon Surrender of one Basket. The Basket Amount will be determined as provided in Section 2.5(c).

“ Beneficial Owner ” means any Person owning a beneficial interest in any Shares, including a person who holds Shares through a Registered Owner.

“ Book-Tax Disparity ” means, with respect to any property, as of any date of determination, the difference between the book value of such property (as initially determined under Section 7 of Annex I in the case of contributed property, and as adjusted from time to time in accordance with Section 2(c) of Annex I ) and the adjusted basis thereof for U.S. federal income tax purposes, as of such date of determination. A Beneficial Owner’s share of the Trust’s Book-Tax Disparities will be reflected by the difference between such Beneficial Owner’s Capital Account balance, as maintained pursuant to Section 1 of Annex I , and the hypothetical balance of the Capital Account computed as if it had been maintained strictly in accordance with U.S. federal income tax accounting principles.

“ Business Day ” means any day (1) on which none of the following occurs: (a) the Exchange is closed for regular trading, (b) a Futures Exchange is closed for regular trading or (c) the Federal Reserve wire transfer system is closed for cash wire transfers, or (2) that the Administrative Trustee determines that it is able to conduct business.

“ Capital Account ” has the meaning specified in Section 1 of Annex I .

“ Certificate ” means a certificate, in substantially the form attached as Exhibit A hereto, that is executed and delivered by the Administrative Trustee under this Agreement evidencing Shares.

“ Certificate of Trust ” means the Restated Certificate of Trust of the Trust, as filed with the Secretary of State pursuant to Section 3810 of the Act.

“ CME ” means the designated contract market known as the CME or the Chicago Mercantile Exchange, or its successor.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral Assets ” means cash and/or Short-Term Securities.

“ Conflicting Provisions ” has the meaning specified in Section 7.9 .

“ Corporate Trust Office ” means the office of the Administrative Trustee at which its depositary receipt business is administered, which, as of the date hereof, is located at 400 Howard Street, San Francisco, CA 94105.

“ Covered Person ” means the Delaware Trustee, the Administrative Trustee, the Sponsor and their respective Affiliates.

“ Custodian ” has the meaning specified in Section 5.10 .

“ Delaware Trustee ” means the Person named as such in the Preamble hereto, solely in such Person’s capacity as the Delaware trustee of the Trust created hereunder and not in such Person’s individual capacity, and includes any successor Delaware trustee under this Agreement.

“ Deliver ,” “ Delivered ” or “ Delivery ” means (a) when used with respect to Index Futures or Collateral Assets, (i) delivering Index Futures or Collateral Assets, as applicable, to the Person

entitled to the delivery, or as directed by the Person entitled to the delivery, or (ii) obtaining evidence that ownership of Index Futures or Collateral Assets, as applicable, has been transferred to, and the Index Futures or Collateral Assets, as applicable, is being duly held by a custodian for the account of, the Person entitled to that delivery, or as directed by the Person entitled to the delivery, and (b) when used with respect to Shares, either (i) one or more book-entry transfers of such Shares to an account or accounts at DTC designated by the Person entitled to such delivery for further credit as specified by such Person or (ii) in the circumstances specified in Section 2.3(e) , execution and delivery at the Corporate Trust Office of one or more Certificates evidencing those Shares.

“ Depositor ” means any Authorized Participant that Delivers Index Futures and Collateral Assets to or at the direction of the Trust, either for its own account or on behalf of another Person that is the owner or beneficial owner of such Index Futures and Collateral Assets.

“ Distribution Agreement ” means the Distribution Agreement, dated July 10, 2006, between the Sponsor and the Initial Purchaser.

“ DTC ” means The Depository Trust Company, or its successor.

“ DTC Participant ” means a Person that has an account with DTC.

“ Exchange ” means NYSE Arca, Inc., a Delaware corporation and a registered U.S. national securities exchange, or its successor, or if NYSE Arca, Inc. or its successor is no longer the principal national securities exchange on which the Shares are listed, such other principal national securities exchange on which the Shares are then listed.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“ Futures Exchange ” means the CME or any other “designated contract market” as defined under the Commodity Exchange Act, as amended.

“ Indemnified Amounts ” has the meaning specified in Section 5.11(a) .

“ Indemnitee ” has the meaning specified in Section 5.11(e) .

“ Indemnitor ” has the meaning specified in Section 5.11(e) .

“ Index ” means the S&P GSCI™ Total Return Index.

“ Index Futures ” means index futures contracts on the S&P GSCI™ Excess Return Index that are listed and traded on a Futures Exchange.

“ Indirect Participant ” means a Person that has access to the DTC clearing system by clearing securities through, or maintaining a custodial relationship with, a DTC Participant.

“ Initial Contributions ” has the meaning specified in Section 1 of Annex I .

“ Initial Delivery ” has the meaning specified in Section 2.1(a) .

“ Initial Purchaser ” means Goldman, Sachs & Co., as initial purchaser under the Distribution Agreement.

“ Investing Pool ” means iShares ^® S&P GSCI™ Commodity-Indexed Investing Pool LLC, a limited liability company organized under the laws of the State of Delaware.

“ Investing Pool Agreement ” means the amended and restated limited liability company agreement of the Investing Pool, between the Trust and BlackRock Asset Management International Inc., dated as of March 1, 2013, as amended from time to time.

“ Investing Pool Interests ” means the limited liability company interests issued by the Investing Pool to the Trust and BlackRock Asset Management International Inc., in each case as members of the Investing Pool.

“ Manager ” means BlackRock Asset Management International Inc., in its capacity as manager of the Investing Pool.

“ Net Asset Value per Basket ” has the meaning specified in Section 2.5(c) .

“ Net Asset Value per Share ” means the net asset value of a Share, as determined in accordance with Section 4.1(b).

“ Net Asset Value of the Trust ” has the meaning specified in Section 4.1(b).

“ Order Cutoff Time ” means, with respect to any Business Day, (a) 2:40 p.m. (New York City time) on such Business Day (or, if a Futures Exchange is scheduled to close early on such day, the time of the close of trading of the Index Futures on the related Futures Exchange on such Business Day) or (b) any other time agreed to by the Sponsor and the Administrative Trustee and of which all existing Authorized Participants have been previously notified by the Administrative Trustee.

“ Order Date ” means, with respect to a Purchase Order, the date specified in Section 2.5(b) and, with respect to a Redemption Order, the date specified in Section 2.8 .

“ Percentage Interest ” means as to each Beneficial Owner, the portion (expressed as a percentage) of the total outstanding Shares held by such Beneficial Owner.

“ Person ” means any natural person or any limited liability company, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Proceeding ” has the meaning specified in Section 5.11(e) .

“ Processing Agent ” means SEI Investments Distribution Co., or any successor thereto in its capacity as processing agent for the Trust and the Investing Pool.

“ Purchase Order ” has the meaning specified in Section 2.5(b) .

“ Qualified Bank ” means a bank, trust company, corporation or national banking association organized and doing business under the laws of the United States or any State of the United States that is authorized under those laws to exercise corporate trust powers and that (a) is a DTC Participant or a participant in such other securities depositary as is then acting with respect to the Shares, and (b) unless counsel to the Sponsor, the appointment of which is acceptable to the Administrative Trustee, determines that the following requirement is not necessary for the exception under Section 408(m) of the Code to apply, is a banking institution as defined in Section 408(n) of the Code.

“ Redemption Order ” has the meaning specified in Section 2.8 .

“ Registered Owner ” means a Person in whose name Shares are registered on the books of the Registrar maintained for that purpose.

“ Registrar ” means the Administrative Trustee or any bank or trust company that is appointed to register Shares and transfers of Shares as herein provided.

“ SEC ” means the Securities and Exchange Commission of the United States, or any successor governmental agency in the United States.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“ Shares ” means units of fractional undivided beneficial interest in the net assets of the Trust.

“ Short-Term Securities ” means U.S. Treasury securities or other short-term securities and similar securities, in each case that are eligible as margin deposits for Index Futures under the rules of the applicable Futures Exchange.

“ Sponsor ” means the Person named as such in the Preamble hereto.

“ Sponsor Indemnified Party ” has the meaning specified in Section 5.11(d) .

“ Surrender ” means, when used with respect to Shares, (a) one or more book-entry transfers of Shares to the DTC account of the Administrative Trustee or (b) surrender to the Administrative Trustee at its Corporate Trust Office of one or more Certificates evidencing Shares.

“ Tax Matters Partner ” means the tax matters partner for the Trust as such term is defined in Section 6231(a)(7) of the Code.

“ Trust ” has the meaning specified in the recitals hereto.

“ Trustee ” or “ Trustees ” means each Person who has signed this Agreement as a trustee, so long as such Person shall continue in office in accordance with the terms hereof, and all other

Persons who may from time to time be duly appointed, qualified and serving as trustees in accordance with the provisions hereof, and references herein to a “Trustee” or the “Trustees” shall refer to such Person or Persons solely in their capacity as trustees hereunder.

“ Trust Administrator ” means State Street Bank and Trust Company or any successor thereto in its capacity as the administrator of the Trust.

“ Trust Property ” means (a) Investing Pool Interests, (b) any cash or other property that is received by the Administrative Trustee in respect of Trust Property and that is being held under this Agreement, and (c) Index Futures and Collateral Assets Delivered by the Investing Pool or a Depositor, as the case may be, at the direction of the Trust in connection with a Redemption Order or Purchase Order, as the case may be.

“ Unrealized Gain ” attributable to any Trust property means, as of any date of determination, the excess, if any, of the fair market value of such property (as determined for purposes of Section 1(d) of Annex I ) as of such date of determination over the adjusted basis of such property as of such date of determination.

“ Unrealized Loss ” attributable to any Trust property means, as of any date of determination, the excess, if any, of the adjusted basis of such property as of such date of determination over the fair market value of such property (as determined for purposes of Section 1(d) of Annex I ) as of such date of determination.

Section 1.2 Rules of Construction . Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with generally accepted accounting principles as then in effect in the United States;

(iii) “or” is not exclusive;

(iv) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(v) “including” means including without limitation; and

(vi) words in the singular include the plural and words in the plural include the singular.

ARTICLE II

CREATION AND DECLARATION OF TRUST

Section 2.1 Creation and Declaration of Trust; Business of the Trust . (a) The name of the trust governed under this Trust Agreement is “iShares ^® S&P GSCI™ Commodity- Indexed Trust.”

The Administrative Trustee acknowledges that it has received from the Investing Pool the initial Investing Pool Interests in exchange for Index Futures and Collateral Assets that were Delivered to the Administrative Trustee by the Initial Purchaser (such Delivery, the “ Initial Delivery ”) and contributed by the Administrative Trustee to the Investing Pool. The Administrative Trustee declares that it holds and will hold all Trust Property, as Administrative Trustee, for the benefit of the Registered Owners for the purposes of, and subject to the terms and conditions set forth in, this Agreement. The Administrative Trustee and the Delaware Trustee are hereby authorized and directed to file the Certificate of Trust (and any amendment thereto or restatement thereof) with the Delaware Secretary of State.

(b) Consistent with the investment objective set forth in Section 2.1(c), the Trust shall have full power and authority (i) to engage in such business or activities as set forth in, or contemplated by, this Trust Agreement, the Investing Pool Agreement, the Authorized Participant Agreements and any other agreements or instruments to which, in compliance with the provisions of this Trust Agreement, it shall become a party to or by which it may be bound, (ii) to engage in activities incidental and necessary to carry out the duties and responsibilities as set forth in, or contemplated by, this Trust Agreement, the Investing Pool Agreement, the Authorized Participant Agreements and such other agreements or instruments and (iii) subject to the following sentence, to engage in any other lawful business, purpose or activity for which statutory trusts may be formed under the Act. Other than issuing Shares, the Trust shall not issue or sell any beneficial interests or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed.

(c) The Trust’s investment objective shall be to seek investment results that correspond generally, but are not necessarily identical, to the performance of the Index, before the payment of expenses and liabilities of the Trust and the Investing Pool.

Section 2.2 Legal Title . Legal title to all of the Trust Property shall be vested in the Trust as a separate legal entity; provided , however , that where applicable law in any jurisdiction requires any part of the Trust Property to be vested otherwise, the Administrative Trustee may cause legal title to the Trust Property or any portion thereof to be held by or in the name of the Administrative Trustee or any other Person (other than a Registered Owner or a Beneficial Owner) as nominee.

Section 2.3 Form of Certificates; Book-Entry System; Transferability of Shares . (a) Each Certificate shall be substantially in the form set forth in Exhibit A hereto, with appropriate insertions, modifications and omissions, as hereinafter provided. No Shares shall be entitled to any benefits under this Agreement or be valid or obligatory for any purpose unless a Certificate evidencing those Shares has been executed by the manual or facsimile signature of a duly authorized signatory of the Administrative Trustee and, if a Registrar (other than the Administrative Trustee) for the Shares shall have been appointed, countersigned by the manual signature of a duly authorized officer of the Registrar. A Certificate bearing the manual or facsimile signature of a duly authorized signatory of the Administrative Trustee and the manual signature of a duly authorized officer of the Registrar, if applicable, who was, at the time such Certificate was executed, a proper signatory of the Administrative Trustee or the Registrar, if applicable, shall bind the Administrative Trustee, notwithstanding that such signatory has ceased to hold such office prior to the delivery of such Certificate.

(b) A Certificate may be endorsed with or have incorporated in the text thereof such legends or recitals or modifications not inconsistent with the provisions of this Agreement as may be required by the Administrative Trustee or required to comply with any applicable law or regulations or with the rules and regulations of any securities exchange or automated quotation system upon which Shares may be listed or quoted or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which the Shares evidenced by a particular Certificate are subject.

(c) The Sponsor and the Administrative Trustee will apply to DTC for acceptance of the Shares in its book-entry settlement system. Shares deposited with DTC shall be evidenced by one or more global Certificates, which shall be registered in the name of Cede & Co., as nominee for DTC, and shall bear the following legend:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE AGENT AUTHORIZED BY THE TRUST FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(d) So long as the Shares are eligible for book-entry settlement with DTC and such settlement is available, unless otherwise required by law, notwithstanding the provisions of Sections 2.3(a) and (b) , all Shares shall be evidenced by one or more global Certificates, the Registered Owner of which is DTC or a nominee of DTC, and (1) no Beneficial Owner will be entitled to receive a separate Certificate evidencing those Shares, (2) the interest of a Beneficial Owner in Shares represented by a global Certificate will be shown only on, and transfer of that interest will be effected only through, records maintained by DTC or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (3) the rights of a Beneficial Owner with respect to Shares represented by a global Certificate will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and DTC or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in Shares.

(e) If, at any time when Shares are evidenced by a global Certificate, DTC ceases to make its book-entry settlement system available for such Shares, the Sponsor and the Administrative Trustee may select a comparable depositary for the book-entry settlement of the Shares and cause new global Certificates to be issued and registered in the name of such successor depositary or its nominee. If the Sponsor and the Administrative Trustee determine that no such successor depositary is available, the Trust will terminate as set forth in Section 6.2(a)(vii) and, to the extent necessary in connection therewith, the Administrative Trustee shall execute and deliver separate Certificates evidencing Shares registered in the names

of the Beneficial Owners thereof, with such additions, deletions and modifications to this Agreement and to the form of Certificate evidencing Shares as the Sponsor and the Administrative Trustee may agree.

(f) Title to a Certificate (and to the Shares evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a certificated security under Article 8 of the Uniform Commercial Code of the State of Delaware; provided , however , that the Administrative Trustee, notwithstanding any notice to the contrary, may treat the Registered Owner of Shares as the absolute owner thereof for the purpose of determining the Person entitled to any distribution or to any notice provided for in this Agreement and for all other purposes.

Section 2.4 Issuance and Redemption of Shares; General . Subject to the terms of this Agreement, the Administrative Trustee shall have the power and authority, and is hereby authorized, without the approval or action of any Registered Owner or Beneficial Owner, to issue and redeem Shares from time to time. The number of Shares authorized shall be unlimited. All Shares when so issued on the terms contemplated by this Agreement shall be fully paid and non-assessable. Every Registered Owner or Beneficial Owner, by virtue of having purchased or otherwise acquired a Share or a beneficial interest in a Share, shall be deemed to have expressly consented and agreed to be bound by the terms of this Agreement.

Section 2.5 Purchase Orders . (a) After the Initial Delivery, subsequent issuances and Deliveries of Shares will take place only in integral numbers of Baskets and in compliance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement.

(b) Authorized Participants wishing to acquire one or more Baskets must place an order (a “ Purchase Order ”) with the Administrative Trustee (or its appointed delegate, including the Processing Agent), on any Business Day. Purchase Orders received by the Administrative Trustee on a Business Day prior to the Order Cutoff Time will have that Business Day as the Order Date. Purchase Orders received by the Administrative Trustee on a Business Day on or after the Order Cutoff Time, or on a day that is not a Business Day, will have the next Business Day as the Order Date. As consideration for each Basket to be acquired pursuant to a Purchase Order, a Depositor must Deliver the Basket Amount (determined as described in Section 2.5(c) below) announced by the Trust on the Order Date (determined as described above) of such corresponding Purchase Order.

(c) The Administrative Trustee shall determine the Basket Amount for each Business Day. After the Initial Delivery, the Basket Amount shall be an amount of Index Futures and Collateral Assets with a value equal to the Net Asset Value per Basket. The “ Net Asset Value per Basket ” is the result obtained by multiplying (x) the Net Asset Value per Share on the date on which the determination is being made by (y) the number of Shares that constitute a Basket on the date on which the determination is being made. The Sponsor intends to publish, or may designate other persons to publish, for each Business Day, the Basket Amount.

(d) In limited circumstances and subject to the approval of the Administrative Trustee, Baskets may be created for cash equal to (i) the Net Asset Value Per Basket as announced by the Trust (x) on the date the related Purchase Order was received, in the case of a Purchase Order for cash received by 10:00 a.m. (New York City time) on any Business Day, or (y) on the following Business Day, in the case of a Purchase Order for cash received after 10:00 a.m. (New York City time) on any Business Day, plus (ii) the transaction costs incurred by the Trust and the Investing Pool in establishing the corresponding Index Future positions and acquiring the related Collateral Assets.

(e) All Index Futures and Collateral Assets Delivered to the Trust as part of a Purchase Order shall be contributed by the Administrative Trustee to the Investing Pool in return for an increase of the Trust’s Investing Pool Interests. The Investing Pool Interests and any other Trust Property will be held for the Trust at such place and in such manner as the Administrative Trustee shall determine.

Section 2.6 Delivery of Shares . Upon receipt by the Administrative Trustee of any Delivery of the Basket Amount in accordance with Section 2.5 , together with a Purchase Order and the other required documents, if any, as specified above and a confirmation that the Basket Amount has been Delivered for each Basket, the Administrative Trustee, subject to the terms and conditions of this Agreement, shall Deliver to, or as directed by, the Depositor the number of Baskets issuable in respect of such Delivery as requested in the corresponding Purchase Order, but only upon reimbursement to the Trust of any extraordinary costs or expenses incurred in connection with the execution of trades related to such Purchase Order, and the payment to the Administrative Trustee of the fees and expenses of the Trust and the Administrative Trustee relating to such Purchase Order as provided in Section 5.12(a) and of all taxes and governmental charges and fees payable in connection with such Delivery, the transfer of the Index Futures and Collateral Assets and the issuance and Delivery of the Baskets.

Section 2.7 Registration and Registration of Transfer of Shares; Combination and Split-up of Certificates . (a) The Administrative Trustee shall keep or cause to be kept a register of Registered Owners and shall provide for the registration of Shares and the registration of transfers of Shares.

(b) The Administrative Trustee, subject to the terms and conditions of this Agreement, shall register transfers of ownership of Shares on its transfer books from time to time upon any Surrender of a Certificate evidencing such Shares by the Registered Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Administrative Trustee shall execute a new Certificate or Certificates evidencing such Shares, and deliver the same to or upon the order of the Person entitled thereto.

(c) The Administrative Trustee, subject to the terms and conditions of this Agreement, shall, upon Surrender of a Certificate or Certificates for the purposes of effecting a split-up or combination of that Certificate or Certificates, execute and deliver one or more new Certificates evidencing those Shares.

(d) The Administrative Trustee may, with the written approval of the Sponsor (which approval shall not be unreasonably withheld), appoint one or more co-transfer agents for the purpose of effecting registration of transfers of Shares and combinations and split-ups of Certificates at designated transfer offices on behalf of the Administrative Trustee. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Registered Owners or Persons entitled to Shares and will be entitled to protection and indemnity to the same extent as the Administrative Trustee.

Section 2.8 Redemption of Shares and Withdrawal of Trust Property . Upon Surrender by an Authorized Participant of any integral number of Baskets for the purpose of withdrawal of the amount of Trust Property represented thereby, together with a Redemption Order (as defined below), and upon reimbursement to the Trust of any extraordinary costs or expenses incurred in connection with the execution of trades related to such Redemption Order, and payment of the fees and expenses of the Trust and the Administrative Trustee relating to such Redemption Order as provided in Section 5.12(a) and payment of all taxes and charges payable in connection with such Surrender and withdrawal of Trust Property, and subject to the terms and conditions of this Agreement, including Section 2.9 , such Baskets shall be redeemed by the Trust, and such Authorized Participant, as, or acting on authority of, the Registered Owner of those Shares will be entitled to Delivery, in accordance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement, of the Basket Amounts corresponding to such Baskets on the applicable Order Date (determined as provided below). Authorized Participants wishing to so redeem one or more Baskets must place an order with the Administrative Trustee (a “ Redemption Order ”). Redemption Orders received by the Administrative Trustee prior to the Order Cutoff Time on a Business Day will have that Business Day as the Order Date. Redemption Orders received by the Administrative Trustee on or after the Order Cutoff Time on a Business Day, or on a day that is not a Business Day, will have the next Business Day as the Order Date.

Section 2.9 Limitations on Issuance and Delivery, Registration of Transfer and Surrender of Shares . (a) As a condition precedent to the Delivery, registration of transfer, split-up, combination or Surrender of any Shares or withdrawal of any Trust Property, the Administrative Trustee or the Registrar may require payment from the Depositor or the Authorized Participant Surrendering the Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to any securities being withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature or other information that it deems to be necessary and may also require compliance with any regulations the Administrative Trustee may establish consistent with the provisions of this Agreement, including this Section 2.9 .

(b) The issuance and Delivery of Shares against Delivery of Index Futures and Collateral Assets, the registration of transfer of Shares or the Surrender of Shares for the purpose of withdrawal of Trust Property may be suspended generally, or refused with respect to particular requested Deliveries or Surrenders, during any period in which the transfer books of the Administrative Trustee are closed or if any such action is deemed to be necessary or advisable by the Administrative Trustee or the Sponsor for any reason at any time or from time to time.

Section 2.10 Lost Certificates, Etc . The Administrative Trustee shall execute and deliver a new Certificate of like tenor in exchange and substitution for a mutilated Certificate upon cancellation thereof, or in lieu of and in substitution for a destroyed, lost or stolen Certificate, if the Registered Owner thereof has (a) filed with the Administrative Trustee (i) a request for such execution and delivery before the Administrative Trustee has notice that the Shares evidenced by the Certificate have been acquired by a protected purchaser and (ii) a sufficient indemnity bond, and (b) satisfied any other reasonable requirements imposed by the Administrative Trustee.

Section 2.11 Cancellation and Destruction of Surrendered Certificates . All Certificates Surrendered to the Administrative Trustee shall be canceled by the Administrative Trustee. The Administrative Trustee is authorized to destroy Certificates so canceled.

Section 2.12 Splits and Reverse Splits of Shares . (a) If requested in writing by the Sponsor, the Administrative Trustee shall effect a split or reverse split of the Shares as of a record date set by the Administrative Trustee in accordance with procedures determined by the Administrative Trustee.

(b) The Administrative Trustee is not required to distribute any fraction of a Share in connection with a split or reverse split of the Shares. The Administrative Trustee may sell the aggregated fractions of Shares that would otherwise be distributed in a split or reverse split of the Shares or liquidate the amount of Trust Property that would be represented by those Shares and distribute the net proceeds of those Shares or that Trust Property to the Registered Owners entitled to such proceeds. The amount of Trust Property represented by each Share, the number of Shares comprising a Basket and the Basket Amount shall be adjusted as appropriate as of the open of business on the Business Day following the record date for a split or reverse split of the Shares.

ARTICLE III

CERTAIN OBLIGATIONS OF REGISTERED OWNERS

Section 3.1 Limitation on Liability . A Beneficial Owner shall be entitled to the same limitation on personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware.

Section 3.2 Liability of Registered Owner for Taxes and Other Governmental Charges . If any tax or other governmental charge shall become payable by the Administrative Trustee with respect to any transfer or redemption of Shares, such tax or other governmental charge shall be payable by the Registered Owner of such Shares to the Administrative Trustee. The Administrative Trustee shall refuse to effect any registration of transfer of such Shares or any withdrawal of Trust Property represented by such Shares until such payment is made and may withhold any distributions, or may sell for the account of the Registered Owner thereof Trust Property or Shares, and may apply such distributions or the proceeds of any such sale in

payment of such tax or other governmental charge, and the Registered Owner of such Shares shall remain liable for any deficiency. The Administrative Trustee shall distribute any net proceeds of a sale made under the preceding sentence that remain, after payment of the tax or other governmental charge, to the Registered Owners entitled thereto as in the case of a distribution in cash.

Section 3.3 Warranties on Delivery of Basket Amount . Every Depositor, at the time it Delivers to the Trust Index Futures and Collateral Assets under this Agreement, shall be deemed thereby to represent and warrant that (i) such Index Futures and Collateral Assets constitute, and meet all the requirements of, a Basket Amount, (ii) such Depositor is duly authorized to make such Delivery, and (iii) the assets comprising such Basket Amount are free and clear of any lien, pledge, encumbrance, right, charge or claim (other than the rights created by this Agreement and, in respect of Index Futures, the rights of the applicable Futures Exchange under its rules). All representations and warranties deemed to be made under this Section 3.3 shall survive the Delivery of a Basket Amount, Delivery or Surrender of Shares or termination of this Agreement.

ARTICLE IV

ADMINISTRATION OF THE TRUST

Section 4.1 Valuation of Trust Property . (a) The Administrative Trustee shall determine the Net Asset Value of the Trust and the Net Asset Value per Share as of 4:00 P.M., New York City time, on each Business Day on which the Exchange is open for regular trading, as soon as practicable after such time. The Administrative Trustee will value the Trust Property based on the net asset value of the Investing Pool as determined and transmitted in a report delivered to the Trust by or on behalf of the Manager on each such Business Day, unless the Administrative Trustee determines that such method of valuation is not appropriate as a basis for valuation of the Trust Property, in which case the Administrative Trustee will determine an alternative basis for valuation of the Trust Property. Neither the Administrative Trustee nor the Sponsor shall be liable to any Person for the determination that the most recently communicated net asset value of the Investing Pool is not appropriate as a basis for valuation of the Trust Property or for any determination as to the alternative basis for valuation; provided that such determination is made in good faith.

(b) Upon receipt by the Administrative Trustee of the Manager’s determination of the net asset value of the Investing Pool, the Administrative Trustee shall subtract all accrued expenses and other liabilities of the Trust from the total value of its Investing Pool Interests and all other assets of the Trust, in each case as of the time of calculation. The resulting figure is the “ Net Asset Value of the Trust .” The Administrative Trustee shall divide the Net Asset Value of the Trust by the number of Shares outstanding as of the time of the calculation, which figure is the “ Net Asset Value per Share .” All fees, expenses and other liabilities of the Trust that are or will be incurred or accrued through the close of business on a Business Day shall be included in the calculations required by this Section 4.1(b) for that Business Day. Shares deliverable under a Purchase Order shall be considered to be outstanding for purposes of the calculations required by this Section 4.1(b) beginning on the Business Day following the Order Date of such Purchase Order. Shares deliverable under a Redemption Order shall be considered to no longer be outstanding for purposes of the calculations required by this Section 4.1(b) on and after the Business Day following the Order Date of such Redemption Order.

(c) The Administrative Trustee, in consultation with the Sponsor, may (and under extraordinary circumstances as identified by the Sponsor, shall) value any asset of the Trust pursuant to such other principles as the Administrative Trustee deems fair and equitable so long as such principles are consistent with industry standards. For purposes of the foregoing, “extraordinary circumstances” shall include, but not be limited to, periods during which a valuation price for a forward contract or a settlement price of a futures contract is not available due to force majeure-type events such as systems failure, natural or man-made disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance or due to a trading or other restriction imposed by a relevant Futures Exchange.

Section 4.2 Responsibility of the Administrative Trustee for Determinations . The determinations made by the Administrative Trustee under this Agreement shall be made in good faith upon the basis of, and the Administrative Trustee shall not be liable for any errors contained in, information reasonably available to it. Neither the Sponsor nor the Administrative Trustee shall be under any liability to the Sponsor, the Depositors, the Registered Owners, the Beneficial Owners or each other, for errors in judgment; provided , however , that this provision shall not protect the Administrative Trustee against any liability to which it would otherwise be subject by reason of negligence or bad faith in the performance of its duties.

Section 4.3 Cash Distributions . The Sponsor shall have the exclusive authority to cause the Trust to distribute Trust Property in accordance with the terms of this Trust Agreement, which authority it may, and hereby does, delegate to the Administrative Trustee, until such time as the Sponsor revokes such delegation in its sole discretion. Whenever the Administrative Trustee distributes any cash, the Administrative Trustee shall distribute the amount available for distribution to the Registered Owners entitled thereto, in proportion to the number of Shares held by them respectively. The Administrative Trustee shall distribute only such amount, however, as can be distributed without attributing to any Registered Owner a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent.

Section 4.4 Other Distributions . Whenever the Administrative Trustee distributes non-cash proceeds (including claims and other intangibles) in respect of Trust Property other than property subject to distribution in accordance with the creation and redemption procedures set forth herein, as supplemented by the Authorized Participant Agreements, the Administrative Trustee shall cause such non-cash proceeds received by it to be distributed to the Registered Owners entitled thereto, in proportion to the number of Shares held by them respectively, after deduction or upon payment of the expenses of the Administrative Trustee, in any manner that the Administrative Trustee may deem to be lawful, equitable and feasible for accomplishing such distribution; provided , however , that if in the opinion of the Administrative Trustee such distribution cannot be made proportionately among the Registered Owners entitled thereto, or if for any other reason (including any requirement that the Administrative Trustee withhold an amount on account of taxes or other governmental charges or that securities must be registered under the Securities Act in order to be distributed to the Registered Owners) the Administrative Trustee deems such distribution not to be lawful and

feasible, the Administrative Trustee shall adopt such method as it deems to be lawful, equitable and feasible for the purpose of effecting such distribution, after deduction or upon payment of the expenses of the Administrative Trustee, including the public or private sale of the non-cash proceeds thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Administrative Trustee to the Registered Owners entitled thereto as in the case of a distribution received in cash.

Section 4.5 Fixing of Record Date . Whenever any distribution will be made, or whenever the Administrative Trustee receives notice of any solicitation of proxies or consents from Registered Owners, or whenever for any reason there is a split, reverse split or other change in the outstanding Shares, or whenever the Administrative Trustee shall find it necessary or convenient in respect of any matter, the Administrative Trustee, in consultation with the Sponsor, shall fix a record date for the determination of the Registered Owners who shall be (a) entitled to receive such distribution or the net proceeds of the sale thereof, (b) entitled to give such proxies or consents in respect of any such solicitation or (c) entitled to act in respect of any other matter for which the record date was set.

Section 4.6 Payment of Expenses; Sales of Trust Property . (a) The following charges may be accrued and shall be paid by the Trust:

(b) The Administrative Trustee shall, when directed by the Sponsor, sell or liquidate Trust Property in such quantity and at such times as may be necessary to permit payment of expenses under this Agreement. Neither the Administrative Trustee nor the Sponsor shall have any liability for loss or depreciation resulting from sales of Investing Pool Interests so made. The Administrative Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to the Sponsor’s direction or otherwise in accordance with this Section 4.6 or as contemplated in Section 4.8 .

(c) Except as provided in this Agreement, the Trust shall have no obligation to make any distribution to any Registered Owners or Beneficial Owners. If, at any time and from time to time, the Administrative Trustee determines that the amount of cash included in the Trust Property exceeds the reasonably anticipated expenses of the Trust, the Administrative Trustee

may, at the direction of the Sponsor, distribute the excess cash to the Registered Owners under Section 4.3 or contribute it to the Investing Pool for an increase in the Trust’s Investing Pool Interests.

Section 4.7 Statements and Reports . (a) After the end of each fiscal year and within the time period required by applicable laws, rules and regulations, at the Sponsor’s expense, the Administrative Trustee shall send to the Registered Owners at the end of such fiscal year an annual report of the Trust containing financial statements that will be prepared by the Administrative Trustee and audited by independent accountants designated by the Sponsor and such other information as may be required by such laws, rules and regulations or otherwise, or which the Sponsor determines shall be included. The Administrative Trustee may distribute the annual report by any means acceptable to such Registered Owners.

(b) The Administrative Trustee shall provide the Sponsor with such certifications, supporting documents and other evidence regarding the internal control over financial reporting established and maintained by the Trust, and used by the Administrative Trustee in connection with its preparation of the financial statements of the Trust, as may be reasonably necessary in order to enable the Sponsor to prepare and file or furnish to the SEC any certifications regarding such matters that may be required to be included with the Trust’s periodic reports under the Exchange Act.

Section 4.8 Further Provisions for Sales of Trust Property . In addition to selling Trust Property in accordance with Section 4.6 , the Administrative Trustee shall sell Trust Property whenever either or both of the following conditions exist:

The Administrative Trustee and the Sponsor shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to this Section 4.8 .

Section 4.9 Counsel . The Sponsor may, from time to time, employ counsel to act on behalf of the Trust and perform any legal services in connection with the Trust Property and the Trust, including any legal matters relating to the possible disposition or acquisition of any Trust Property. The fees and expenses of such counsel shall be paid by the Sponsor; provided , however , that the Sponsor shall not be responsible for the payment of any such fees and expenses in excess of $100,000 annually.

Section 4.10 Tax Matters . (a) The Administrative Trustee, at its expense, shall prepare or cause to be prepared all federal, state, and local tax returns of the Trust for each year for which such returns are required to be filed and shall file or cause such returns to be timely filed and shall timely pay (or cause to be timely paid) any tax, assessment or other governmental charge owing with respect to the Trust out of Trust Property. The Administrative Trustee shall promptly notify the Sponsor if it becomes aware that any tax, assessment or other governmental charge is due or claimed to be due with respect to the Trust. The Administrative Trustee shall

deliver or cause to be delivered to each Beneficial Owner, and the broker or nominee through which a Beneficial Owner owns its Shares, a Schedule K-1 and such other information, if any, with respect to the Trust as may be necessary for the preparation of the federal income tax or information returns of such Beneficial Owner (which information shall be consistent with any information provided to the Trust by the Investing Pool) including a statement showing each Beneficial Owner’s share of income, gain, loss, expense, deductions and credits for such fiscal year for U.S. federal income tax purposes as soon as practicable following each fiscal year but generally not later than March 15. The Administrative Trustee shall provide the Sponsor with a copy of such documents promptly after such filing or furnishing. If not already obtained, the Administrative Trustee shall obtain a taxpayer identification number for the Trust. The Trust hereby indemnifies, to the full extent permitted by law, the Administrative Trustee from and against any damages or losses (including attorneys’ fees) arising out of or incurred in connection with any action taken or omitted to be taken by it in carrying out its responsibilities under this Section 4.10(a) , to the extent that such action taken or omitted to be taken does not constitute fraud, negligence or misconduct. Each Beneficial Owner agrees that it shall not, except as required by applicable law, (i) treat, on its own income or information tax returns or any information returns that it provides to any Beneficial Owner, or to any broker or nominee through which the Beneficial Owner owns its Share, any item of income, gain, loss, deduction, credit, basis or any other tax item relating to its Shares in a manner inconsistent with the treatment of such items by the Trust as reflected on the
Schedule K-1 or other information statement furnished to such Beneficial Owner pursuant to this Section 4.10(a) , or (ii) file any claim for a refund relating to any such item based on, or which would result in, such inconsistent treatment.

(b) The parties hereto and, by its acceptance or acquisition of a Share or a beneficial interest therein and continued ownership thereof, a Beneficial Owner and the broker or nominee through which the Beneficial Owner owns its Share (i) agree to furnish the Sponsor and the Administrative Trustee with such representations, forms, documents or information as may be necessary to enable the Trust and the Investing Pool to comply with their U.S. federal income tax reporting obligations in respect of such Share and to allow the Trust and the Investing Pool to make the basis adjustments permitted by Section 754 of the Code, including information regarding such Beneficial Owner’s secondary market transactions in Shares, as well as creations or redemptions of Shares and including information required by Treasury Regulations Section 1.6031(c)-1T and any successor thereto and (ii) direct brokers and nominees to report to the Administrative Trustee the Beneficial Owner’s name and address and such other information as may be reasonably requested by the Administrative Trustee for purposes of complying with the Trust’s or the Investing Pool’s U.S. federal income tax reporting obligations or as necessary to allow the Trust or the Investing Pool to make the basis adjustments permitted by Section 754 of the Code, including information required by Treasury Regulations Section 1.6031(c)-1T and any successor thereto.

(c) Except as provided herein, the Tax Matters Partner may, in its sole discretion, cause the Trust to make, or refrain from making, any income or other tax elections that the Tax Matters Partner reasonably deems necessary or advisable, including, but not limited to, an election pursuant to Section 754 of the Code. The Tax Matters Partner intends to make the election under Section 754 of the Code. The Beneficial Owners recognize and intend that the Trust will be classified as a partnership for U.S. income tax purposes, and will not cause the

Trust to make an election to be treated as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3, or any successor provision, or a similar election under any analogous provision for purposes of state or local law. To the extent necessary, the Trust or the Beneficial Owners (as appropriate) will make any election necessary to obtain treatment consistent with the foregoing.

(d) If the Trust makes an election pursuant to Section 754 of the Code, the Beneficial Owners agree that the basis of Shares and property of the Trust shall be determined taking into account the provisions of Sections 734(b) and 743(b) of the Code, and except as required by applicable law the Beneficial Owners shall report the basis of their Shares or any property of the Trust distributed to the Beneficial Owners or their agents in a redemption as equal to the basis reported by the Trust or its agents to such Beneficial Owners. The Beneficial Owners acknowledge that, to the extent any Beneficial Owner is subject to the mark-to-market rules of Section 475 of the Code, the basis of Shares and of any property of the Trust, including property distributed to a Beneficial Owner in a redemption, shall be determined, including for purposes of Sections 734(b) and 743(b) of the Code, by treating such mark-to-market as having no effect on such basis.

(e) Each Beneficial Owner acknowledges that the Trust 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 a Beneficial Owner’s Share is a distribution other than in liquidation of the Beneficial Owner’s Share (a “ partial redemption ”), unless it notifies the Trust or its agent prior to such distribution that such distribution is in liquidation of the Beneficial Owner’s Share (a “ complete redemption ”). The Beneficial Owner agrees to notify the Trust or its agent within 5 Business Days of any distribution of (i) any gain or loss arising from a redemption of a Share by the Beneficial Owner or its agent in exchange for such property, and (ii) any difference between the tax basis of such property on the books of the Trust immediately prior to the redemption, as such amount is reported to the Beneficial Owner or its agent, and the basis of the distributed property to the Beneficial Owner or its agent (such gain or loss or basis difference, “Section 734(b) items”) in a manner sufficient for the Trust to adjust the basis of undistributed property held by the Trust under Section 734(b) of the Code if the Trust makes an election pursuant to Section 754 of the Code. Each Beneficial Owner agrees to determine its basis for tax purposes in any property it or its agent receives from the Trust in consideration for a redemption of Shares by reference to the tax basis of such property on the books of the Trust immediately prior to the redemption, as such amount is reported to the Beneficial Owner or its agent by the Trust, subject to adjustment as required under Section 732 or other applicable law.

(f) The Trust shall comply with all applicable withholding and backup withholding tax requirements. The Trust shall request, and each Beneficial Owner shall provide to the Trust, and direct any broker or nominee through which the Beneficial Owner owns its Shares to provide to the Trust, such forms or other documentation as are necessary to establish an exemption from or reduction in withholding tax and backup withholding with respect to each Beneficial Owner, and any representations, forms and documents as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. The Trust shall file any required forms with applicable jurisdictions and, unless an exemption from withholding and backup withholding tax is properly established by a Beneficial Owner, shall remit amounts withheld with respect to the Beneficial

Owner to the applicable tax authorities. To the extent that the Administrative Trustee reasonably believes that the Trust is required to withhold and pay over any amounts (including taxes, interest, penalties, assessments or additions to tax) to any tax authority with respect to distributions or allocations to any Beneficial Owner, and the Trust does withhold such amounts, the amounts withheld shall be treated as a distribution of cash to the Beneficial Owner in the amount of the withholding and shall thereby reduce the amount of cash or other property otherwise distributable to such Beneficial Owner. If an amount required to be withheld is not withheld, the Trust may reduce subsequent distributions by the amount of such required withholding. The consent of the Beneficial Owners shall not be required for any such withholding. In the event of any claimed over-withholding, Beneficial Owners shall be limited to an action against the applicable jurisdiction.

(g) By its acceptance of a beneficial interest in a Share, a Beneficial Owner waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any representations, forms, documents or information, and any information contained in such representations, forms or documents, that the Beneficial Owner provides, or has previously provided, to any broker or nominee through which it owns its Shares, to the extent such representations, forms, documents or information may be necessary to (i) assist the Trust in complying with its withholding tax and backup withholding tax obligations pursuant to Section 4.10(f) of this Agreement or (ii) enable the Trust and the Investing Pool to comply with their U.S. federal income tax reporting obligations, or to allow the Trust and the Investing Pool to make the basis adjustments under Section 754 of the Code with respect to such Share, pursuant to Section  4.10(d) of this Agreement. Furthermore, the parties hereto, and by its acceptance of a beneficial interest in a Share, a Beneficial Owner, acknowledge and agree that any broker or nominee through which a Beneficial Owner holds its Shares shall be a third party beneficiary to this Agreement for the purposes set forth in Sections 4.10(b) , 4.10(f) and 4.10(g) .

(h) The Administrative Trustee, or such other person that is designated by the Administrative Trustee, shall act as the Tax Matters Partner and exercise any authority permitted the Tax Matters Partner under the Code and Treasury Regulations, and take whatever steps the Administrative Trustee, or such other person as is designated by the Administrative Trustee to act as the Tax Matters Partner, in its reasonable discretion, deems necessary or desirable to perfect such designation, including (i) filing any forms and documents with the Internal Revenue Service, (ii) retaining ownership of Shares for as long as it acts as the Tax Matters Partner as may be required under the Code and Treasury Regulations, and (iii) taking such other action as may from time to time be required under the Code or Treasury Regulations.

ARTICLE V

THE ADMINISTRATIVE TRUSTEE AND THE SPONSOR

Section 5.1 Management of the Trust . (a) Subject to the direction of the Sponsor pursuant to Section 5.3 and except as otherwise expressly provided in this Agreement, the Trust’s business shall be conducted by the Administrative Trustee in accordance with this Agreement. Except as otherwise provided in this Agreement, the Administrative Trustee shall have the power on behalf of and in the name of the Trust to carry out any and all of the objects

and purposes of the Trust and to perform such acts and enter into and perform such contracts and other undertakings (including the sole power and discretion to vote or otherwise exercise the rights of the Trust under the Investing Pool Agreement) on behalf of the Trust that the Administrative Trustee may deem to be necessary, advisable or incidental thereto.

(b) The Administrative Trustee shall maintain all books, records and supporting documents that are necessary to comply with any and all aspects of its duties under this Agreement.

Section 5.2 Maintenance of Office and Transfer Books by the Administrative Trustee . (a) Until termination of this Agreement in accordance with its terms, the Administrative Trustee shall maintain facilities for the execution and Delivery, registration, registration of transfers and Surrender of Shares in accordance with the provisions of this Agreement.

(b) The Administrative Trustee shall keep books for the registration of Shares and registration of transfers of Shares, which, at all reasonable times, shall be open for inspection by the Registered Owners.

(c) The Administrative Trustee may, and at the reasonable written request of the Sponsor shall, close the transfer books at any time or from time to time if such action is deemed to be necessary or advisable in the reasonable judgment of the Administrative Trustee or the Sponsor.

(d) If any Shares are listed on one or more stock exchanges in the United States, the Administrative Trustee shall act as Registrar or, with the written approval of the Sponsor (which approval shall not be unreasonably withheld), appoint a registrar or one or more co-registrars for registry of such Shares in accordance with any requirements of such exchange or exchanges.

Section 5.3 Authority of the Sponsor . Pursuant to Section 3806(b)(7) of the Act, the Sponsor is hereby granted the exclusive authority to direct the actions of the Administrative Trustee in the management of the Trust (including, without limitation, pursuant to any Authorized Participant Agreement) and to perform the Sponsor’s obligations and exercise its rights under this Agreement. Without limiting the foregoing, the Sponsor shall have the authority to execute and deliver the Investing Pool Agreement and the Distribution Agreement and any amendment thereto on behalf of the Trust and the Trust is authorized and shall have the power and authority to enter into such agreements and perform its obligations thereunder.

Section 5.4 Prevention or Delay in Performance by the Sponsor or the Administrative Trustee . Neither the Sponsor nor the Administrative Trustee nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Registered Owner, Beneficial Owner, Authorized Participant or Depositor if, by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Sponsor or the Administrative Trustee is prevented or forbidden from, or would be subject to any civil or criminal penalty on account of,

or is delayed in, doing or performing any act or thing that, by the terms of this Agreement, it is provided shall be done or performed, and, accordingly, the Sponsor or the Administrative Trustee does not do that thing or does that thing at a later time than would otherwise be required. Neither the Sponsor nor the Administrative Trustee will incur any liability to any Registered Owner or Beneficial Owner, Authorized Participant or Depositor by reason of any non-performance or delay in the performance of any act or thing that, by the terms of this Agreement, it is provided may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement.

Section 5.5 Liability of Covered Persons . A Covered Person shall have no liability to the Trust or to any Registered Owner, Beneficial Owner, Authorized Participant, Depositor or to any other Covered Person for any loss suffered by the Trust that arises out of any action or inaction of such Covered Person if such Covered Person, in good faith, determined that such course of conduct was in the best interest of the Trust and such course of conduct did not constitute negligence (or, in the case of the Delaware Trustee, gross negligence) or bad faith of such Covered Person. Subject to the foregoing, no Covered Person shall be personally liable for the return or repayment of all or any portion of the capital or profits of any Registered Owner, Beneficial Owner, Authorized Participant, Depositor or assignee thereof, it being expressly agreed that any such return of capital or profits made pursuant to this Agreement shall be made solely from the assets of the Trust without any rights of contribution from any Covered Person. A Covered Person shall not be liable for the conduct or misconduct of any delegate selected by the Administrative Trustee pursuant to Section 5.8 of this Agreement; provided , however , that in the case of the Administrative Trustee the foregoing shall only apply if the Administrative Trustee made such selection with reasonable care.

Section 5.6 Fiduciary Duty . (a) To the extent that, at law or in equity, the Administrative Trustee or the Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or any other Person, the Administrative Trustee and the Sponsor acting under this Agreement shall not be liable to the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or any other Person for its good faith reliance on the provisions of this Agreement subject to the standard of care in Section 5.5 . The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Administrative Trustee or the Sponsor otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Administrative Trustee and the Sponsor. For the avoidance of doubt, no Person other than the parties hereto shall have any duties or obligations hereunder to the Trust, any Registered Owner, any Beneficial Owner, the Authorized Participants or the Depositors.

(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises between the Administrative Trustee, the Sponsor or any of their respective Affiliates, on the one hand, and the Trust or any Registered Owner, Beneficial Owner, Authorized Participant, Depositor or other Person, on the other hand; or

(ii) whenever this Agreement or any other agreement contemplated herein provides that the Administrative Trustee or the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Registered Owner, Beneficial Owner, Authorized Participant, Depositor or other Person,

the Administrative Trustee and the Sponsor, respectively, shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Administrative Trustee or the Sponsor, the resolution, action or terms so made, taken or provided by the Administrative Trustee or the Sponsor shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Administrative Trustee or the Sponsor at law or in equity or otherwise.

(c) Notwithstanding any other provision of this Agreement or of applicable law, whenever in this Agreement the Administrative Trustee or the Sponsor is permitted or required to make a decision

(i) in its “discretion” or under a grant of similar authority, the Administrative Trustee or the Sponsor shall be entitled to consider such interests and factors as it desires, including its own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, any Registered Owner, any Beneficial Owner, any Authorized Participant, any Depositor or any other Person; or

(ii) in its “good faith” or under another express standard, the Administrative Trustee or the Sponsor shall act under such express standard and shall not be subject to any other or different standard.

(d) The Administrative Trustee, the Sponsor and any of their respective Affiliates may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Administrative Trustee or the Sponsor. If the Administrative Trustee or the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Administrative Trustee and the Sponsor shall not be liable to the Trust or to the Registered Owners, the Beneficial Owners, the Authorized Participants or the Depositors for breach of any fiduciary or other duty by reason of the fact that the Administrative Trustee or the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Registered Owner, Beneficial Owner, Authorized Participant or Depositor shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed to be wrongful or improper. Except to the extent expressly provided herein, the Administrative Trustee and the

Sponsor may engage or be interested in any financial or other transaction with the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or any Affiliate of the Trust or the Beneficial Owners.

Section 5.7 Obligations of the Sponsor and the Administrative Trustee . (a) Neither the Sponsor nor the Administrative Trustee assumes any obligation nor shall either of them be subject to any liability under this Agreement to any Registered Owner or Beneficial Owner, Authorized Participant or Depositor (including liability with respect to the worth of the Trust Property), except that each of them agrees to perform its obligations specifically set forth in this Agreement without negligence or bad faith.

(b) Neither the Sponsor nor the Administrative Trustee shall be under any obligation to prosecute any action, suit or other proceeding in respect of any Trust Property or in respect of the Shares on behalf of a Registered Owner, Beneficial Owner, Authorized Participant, Depositor or other Person.

(c) Neither the Sponsor nor the Administrative Trustee shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Depositor, any Registered Owner or any other person believed by it in good faith to be competent to give such advice or information.

(d) The Administrative Trustee shall not be liable for any acts or omissions made by a successor Administrative Trustee, whether in connection with a previous act or omission of the Administrative Trustee or in connection with any matter arising wholly after the resignation of the Administrative Trustee; provided that in connection with the issue out of which such potential liability arises the Administrative Trustee performed its obligations without negligence or bad faith while it acted as Administrative Trustee.

(e) The Administrative Trustee and the Sponsor shall have no obligation to comply with any direction or instruction from any Registered Owner or Beneficial Owner, Authorized Participant or Depositor regarding Shares except to the extent specifically provided in this Agreement.

(f) The Sponsor shall be responsible for the following administrative, operational and marketing expenses of the Trust: (i) the fees of each Trustee, each Custodian, the Trust Administrator and Processing Agent, (ii) listing fees of the Exchange, (iii) printing and mailing costs, (iv) audit fees, (v) tax reporting costs, (vi) license fees and (vii) up to $100,000 annually in legal expenses. The Sponsor shall also pay the costs of the Trust’s organization and initial sale of Shares by the Initial Purchaser, including applicable SEC registration fees.

Section 5.8 Delegation of Obligations of the Administrative Trustee . The Administrative Trustee may at any time delegate all or a portion of its duties and obligations under this Agreement to another entity, including the trust administrator, without the consent of the Sponsor, the Delaware Trustee, any Registered Owner and any Beneficial Owner; provided , that no such delegation shall be deemed to release the Administrative Trustee from any duties or obligations so delegated. The Administrative Trustee may terminate such other delegate at any time and is not required to appoint a replacement therefor.

Section 5.9 Resignation or Removal of the Administrative Trustee; Appointment of Successor Administrative Trustee . (a) The Administrative Trustee may at any time resign as Administrative Trustee hereunder by written notice of its election so to do, delivered to the Sponsor, and such resignation shall take effect upon the appointment of a successor Administrative Trustee and its acceptance of such appointment as hereinafter provided.

(b) The Sponsor may remove the Administrative Trustee in its discretion by written notice delivered to the Administrative Trustee in the manner provided in Section 7.4 at any time after the first anniversary of the date of the Initial Trust Agreement. If at any time the Administrative Trustee ceases to be a Qualified Bank or is in material breach of its obligations under this Agreement and the Administrative Trustee fails to cure such breach within thirty (30) days after receipt by the Administrative Trustee of written notice from the Sponsor, or Registered Owners acting on behalf of at least 25% of the outstanding Shares, specifying such default and requiring the Administrative Trustee to cure such default, the Sponsor may remove the Administrative Trustee by written notice delivered to the Administrative Trustee in the manner provided in Section 7.4 , and such removal shall take effect upon the appointment of a successor Administrative Trustee and its acceptance of such appointment as hereinafter provided.

(c) If the Administrative Trustee acting hereunder resigns or is removed, the Sponsor shall use its reasonable efforts to appoint a successor Administrative Trustee, which shall be a Qualified Bank. Every successor Administrative Trustee shall execute and deliver to its predecessor and to the Sponsor an instrument in writing accepting its appointment hereunder, and thereupon such successor Administrative Trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due to it and on the written request of the Sponsor, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Trust Property to such successor and shall deliver to such successor a list of the Registered Owners of all outstanding Shares. The Sponsor or any such successor Administrative Trustee shall promptly mail notice of the appointment of such successor Administrative Trustee to the Registered Owners.

(d) Any corporation into which the Administrative Trustee may be merged, consolidated or converted in a transaction in which the Administrative Trustee is not the surviving corporation shall be the successor of the Administrative Trustee without the execution or filing of any document or any further act. During the 90-day period following the effectiveness of a merger, consolidation or conversion described in the immediately preceding sentence, the Sponsor may, by written notice to the Administrative Trustee, remove the Administrative Trustee and designate a successor Administrative Trustee in compliance with the provisions of Section 5.9(c) .

Section 5.10 Custodians . The Administrative Trustee may at any time appoint one or more custodians (each, a “ Custodian ”) to hold assets of the Trust, without the consent of any Registered Owner and any Beneficial Owner. The Administrative Trustee is further authorized to appoint any successor or replacement Custodian or terminate any previously appointed Custodian, in accordance with the terms of the applicable custodial or other agreements entered into by the Trust with such Custodian or Custodians.

Section 5.11 Indemnification . (a) The Sponsor shall indemnify the Administrative Trustee, its directors, employees, delegates and agents (the “ Administrative Trustee Indemnified Persons ”) against, and hold each of them harmless from, any loss, liability, cost, expense or judgment (including the reasonable fees and expenses of counsel) (collectively, “ Indemnified Amounts ”) that is incurred by any of them and that arises out of or is related to (i) any offer or sale by the Trust of Baskets under this Agreement, (ii) acts performed or omitted pursuant to the provisions of this Agreement, as the same may be amended, modified or supplemented from time to time, (A) by an Administrative Trustee Indemnified Person or (B) by the Sponsor or (iii) any filings with or submissions to the SEC in connection with or with respect to the Shares (which, by way of illustration and not by way of limitation, include any registration statement and any amendments or supplements thereto filed with the SEC or any periodic reports or updates that may be filed under the Exchange Act or any failure to make any filings with or submissions to the SEC that are required to be made in connection with or with respect to the Shares), except that the Sponsor shall not have any obligations under this Section 5.11(a) to pay any Indemnified Amounts incurred as a result of and attributable to (x) the negligence or bad faith of, or material breach of the terms of this Agreement by, the Administrative Trustee, (y) information furnished in writing by the Administrative Trustee to the Sponsor expressly for use in the registration statement, or any amendment thereto, filed with the SEC relating to the Shares that is not materially altered by the Sponsor or (z) any misrepresentations or omissions made by a Depositor (other than the Sponsor) in connection with such Depositor’s offer and sale of Shares.

(b) The Administrative Trustee shall indemnify the Sponsor, its directors, employees, delegates and agents against, and hold each of them harmless from, any Indemnified Amounts (i) caused by the negligence or bad faith of the Administrative Trustee or (ii) arising out of any information furnished in writing to the Sponsor by the Administrative Trustee expressly for use in the registration statement, or any amendment thereto or periodic report, filed with the SEC relating to the Shares that is not materially altered by the Sponsor.

(c) If the indemnification provided for in Section 5.11(a) or (b)  is unavailable or insufficient to hold harmless the indemnified party under Section 5.11(a) or (b)  above, then the indemnifying party shall contribute to the Indemnified Amounts referred to in Section 5.11(a) or (b)  above (i) in such proportion as is appropriate to reflect the relative benefits received by the Sponsor on the one hand and the Administrative Trustee on the other hand from the offering of the Shares which are the subject of the action or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Sponsor on the one hand and the Administrative Trustee on the other hand in connection with the action, statement or omission that resulted in such Indemnified Amount, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact from which the action arises relates to information supplied by the Sponsor or the Administrative Trustee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission or the act or omission from which the action arises. The amount of Indemnified Amounts referred to in the first sentence of this Section 5.11(c) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim that is the subject of this Section 5.11 .

(d) The Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act) and subsidiaries (each, a “ Sponsor Indemnified Party ”) shall be indemnified from the Trust and held harmless against any Indemnified Amounts arising out of or in connection with the performance of its obligations under this Agreement or any actions taken in accordance with the provisions of this Agreement and incurred without (1) negligence, bad faith, willful misconduct or willful malfeasance on the part of such Sponsor Indemnified Party or (2) reckless disregard on the part of such Sponsor Indemnified Party of its obligations and duties under this Agreement. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such Sponsor Indemnified Party in defending itself against any claim or liability in its capacity as Sponsor. Any amounts payable to a Sponsor Indemnified Party under this Section 5.11(d) may be payable in advance or shall be secured by a lien on the Trust. The Sponsor may, in its discretion, undertake any action that it may deem to be necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Registered Owners and, in such event, the legal expenses and costs of any such actions shall be expenses and costs of the Trust, and the Sponsor shall be entitled to be reimbursed therefor by the Trust.

(e) If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “ Proceeding ”) in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the “ Indemnitee ”) shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “ Indemnitor ”) of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee’s ability to seek indemnification from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnitor’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no conflict of interest exists as specified in clause (i) below and there are no other defenses available to Indemnitee as specified in clause (iii) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney’s fees and expenses shall be borne by the Indemnitor, and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but, in such case, no fees and expenses of such counsel shall be borne by the Indemnitor unless such fees and expenses are otherwise required to be indemnified under Section 5.11(a) , (b)  or (d) , as applicable, and (i) there is such a conflict of interest between the Indemnitor and the Indemnitee as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (ii) the Indemnitor fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnitee or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee or (iii) there are legal defenses available to Indemnitee that are different from or are in addition to those available to the Indemnitor. No compromise or settlement of such Proceeding may be effected by

either party without the other party’s consent unless (m) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (n) the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnitor shall have no obligation to indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such Proceeding.

Section 5.12 Charges of Administrative Trustee . (a) Each Person acquiring Baskets pursuant to a Purchase Order and each Person Surrendering Baskets pursuant to a Redemption Order shall pay to the Administrative Trustee the transaction fee specified in the Authorized Participant Agreements, and reimburse the Trust for any and all expenses and costs incurred by the Trust in connection with such Purchase Order or Redemption Order.

(b) The Administrative Trustee is entitled to receive from the Sponsor fees for its services and reimbursement for its out-of-pocket expenses in accordance with written agreements between the Sponsor and the Administrative Trustee.

(c) The Administrative Trustee is entitled to charge the Trust for all expenses and disbursements incurred by it under Section 5.16(a) or that are of the type described in Section 4.6(a)(2) or (3)  (including the fees and disbursements of its legal counsel), except that the Administrative Trustee is not entitled to charge the Trust for (i) expenses and disbursements that were incurred by it before the Shares were publicly traded and (ii) fees of agents for performing services the Administrative Trustee is required to perform under this Agreement.

Section 5.13 Retention of Trust Documents . The Administrative Trustee is authorized to destroy those documents, records, bills and other data compiled during the term of this Agreement at the times permitted by the laws or regulations governing the Administrative Trustee, unless the Sponsor reasonably requests the Administrative Trustee in writing to retain those items for a longer period.

Section 5.14 Federal Securities and Commodities Law Filings . (a) The Sponsor has prepared and filed a registration statement with the SEC and shall (i) take such action as is necessary to qualify the Shares for offering and sale under the federal securities laws of the United States, including the preparation and filing of amendments and supplements to such registration statement, and, if the Sponsor so determines, under the laws of any other relevant jurisdiction, (ii) promptly notify the Administrative Trustee of any amendment or supplement to the registration statement or prospectus, of any order preventing or suspending the use of any prospectus, of any request to amend or supplement the registration statement or prospectus or if any event or circumstance occurs that is known to the Sponsor as a result of which the registration statement or prospectus, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) provide the Administrative Trustee with copies, including copies in electronic form, of the prospectus, as amended and supplemented, in such quantities as the Administrative

Trustee may from time to time reasonably request and (iv) prepare, file and distribute, if applicable, any periodic reports or updates that may be required under the Exchange Act, the United States Commodity Exchange Act, as amended, or the rules and regulations thereunder. The Administrative Trustee shall furnish to the Sponsor any information from the records of the Trust that the Sponsor reasonably requests in writing as needed to prepare any filing or submission that the Sponsor or the Trust is required to make under the federal securities or commodities laws of the United States or the laws of any other jurisdiction.

(b) The Sponsor shall have all necessary and exclusive power and authority to (i) adopt, implement or amend, from time to time, such disclosure and financial reporting information gathering and control policies and procedures as are necessary or desirable, in the Sponsor’s reasonable judgment, to ensure compliance with applicable disclosure and financial reporting obligations under any applicable securities laws, (ii) appoint and remove the auditors of the Trust, (iii) make any determination, choice, estimate or other decision that may be necessary or desirable in connection with the preparation of the financial statements of the Trust and (iv) seek from the relevant securities or other regulatory authorities such relief, clarification or other action as the Sponsor shall deem to be necessary or desirable regarding the disclosure or financial reporting obligations of the Trust.

Section 5.15 Prospectus Delivery . The Sponsor, or the Administrative Trustee on its behalf, will comply with the requirements to provide copies of the current prospectus for the Trust to Authorized Participants as provided in the relevant Authorized Participant Agreements.

Section 5.16 Discretionary Actions by Administrative Trustee; Consultation . (a) The Administrative Trustee may, in its discretion, undertake any action that it deems to be necessary or desirable to protect the Trust or the interests of the Registered Owners. The expenses incurred by the Administrative Trustee in connection with taking any such action (including the fees and disbursements of legal counsel) shall be expenses of the Trust, and the Administrative Trustee shall be entitled to be reimbursed for those expenses by the Trust.

(b) The Administrative Trustee shall notify and consult with the Sponsor (i) prior to undertaking any action described in Section 5.16(a) or (ii) if the Administrative Trustee becomes aware of any development or event that affects the administration of the Trust but is not contemplated or provided for in this Agreement.

(c) The Sponsor shall notify and consult with the Administrative Trustee (i) prior to undertaking any action described in the last sentence of Section 5.11(d) or (ii) if the Sponsor becomes aware of any development or event that affects the administration of the Trust but is not contemplated or provided for in this Agreement.

Section 5.17 Trustees . The number of Trustees of the Trust initially shall be two (2), and thereafter the number of Trustees shall be such number as shall be fixed from time to time by the Sponsor. The Sponsor is entitled, subject to Section 5.9 , to appoint or remove without cause any Trustee (including any additional Administrative Trustee) at any time; provided , however , that the number of Trustees shall in no event be less than two (2); and provided , further , that, if required by the Act, there shall at all times be a Delaware Trustee.

Section 5.18 Administrative Trustee . (a) As of the date of this Agreement, the Administrative Trustee is BlackRock Institutional Trust Company, N.A.

(b) Except as expressly set forth in this Agreement, any power of the Administrative Trustee may be exercised by, or with the consent of, any one (1) or more Administrative Trustees.

(c) Except as otherwise required by the Act, the Administrative Trustee is authorized to execute on behalf of the Trust any documents that the Administrative Trustee has the power and authority to cause the Trust to execute pursuant to this Agreement.

Section 5.19 Delaware Trustee . (a) The Delaware Trustee shall either be (i) a natural person who is at least twenty-one (21) years of age and a resident of the State of Delaware or (ii) a legal entity that has its principal place of business in the State of Delaware, otherwise meets the requirements of applicable Delaware law and shall act through one or more persons authorized to bind such entity. If at any time the Delaware Trustee shall cease to be eligible in accordance with the provisions of this Section 5.19 , it shall resign immediately in the manner and with the effect hereinafter specified in this Section 5.19 . The initial Delaware Trustee shall be Wilmington Trust Company.

(b) The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Administrative Trustee or the Sponsor that are set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Act and for taking such actions as are required to be taken by a Delaware trustee under the Act. The duties (including fiduciary duties), liabilities and obligations of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) executing any certificates required to be filed with the Delaware Secretary of State that the Delaware Trustee is required to execute under Section 3811 of the Act, and there shall be no other duties (including fiduciary duties) or obligations, express or implied, at law or in equity, of the Delaware Trustee.

(c) The Delaware Trustee shall serve until such time as the Sponsor removes the Delaware Trustee or the Delaware Trustee resigns and a successor Delaware Trustee is appointed by the Sponsor in accordance with the terms of this Section 5.19 . The Delaware Trustee may resign at any time upon the giving of at least sixty (60) days’ advance written notice to the Administrative Trustee; provided , that such resignation shall not become effective unless and until a successor Delaware Trustee shall have been appointed by the Sponsor in accordance with Section 5.19 . If the Sponsor does not act within such sixty (60) day period, the Delaware Trustee may apply to the Court of Chancery of the State of Delaware for the appointment of a successor Delaware Trustee.

(d) Upon the resignation or removal of the Delaware Trustee, the Sponsor shall appoint a successor Delaware Trustee by delivering a written instrument to the outgoing Delaware Trustee. Any successor Delaware Trustee must satisfy the requirements of Section 3807 of the Act. Any resignation or removal of the Delaware Trustee and appointment of a successor Delaware Trustee shall not become effective until a written acceptance of

appointment is delivered by the successor Delaware Trustee to the outgoing Delaware Trustee and the Sponsor and any fees and expenses due to the outgoing Delaware Trustee are paid. Following compliance with the preceding sentence, the successor Delaware Trustee (i) shall file an amendment to the Certificate of Trust reflecting the change of Delaware Trustee and (ii) shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Delaware Trustee under this Agreement, with like effect as if originally named as Delaware Trustee, and the outgoing Delaware Trustee shall be discharged of its duties and obligations under this Agreement. Any business entity into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Delaware Trustee, shall be the successor of the Delaware Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto except as may be required by law.

(e) The Sponsor shall indemnify the Delaware Trustee, its directors, employees, delegates and agents (the “ Delaware Trustee Indemnified Persons ”) against, and hold each of them harmless from, any Indemnified Amounts that are incurred by any of them and that arise out of or are related to (i) any offer or sale by the Trust of Baskets under this Agreement, (ii) acts performed or omitted pursuant to the provisions of this Agreement, as the same may be amended, modified or supplemented from time to time, (A) by a Delaware Trustee Indemnified Person or (B) by the Sponsor or the Administrative Trustee or (iii) any filings with or submissions to the SEC in connection with or with respect to the Shares (which, by way of illustration and not by way of limitation, include any registration statement and any amendments or supplements thereto filed with the SEC or any periodic reports or updates that may be filed under the Exchange Act or any failure to make any filings with or submissions to the SEC that are required to be made in connection with or with respect to the Shares), except that the Sponsor shall not have any obligations under this

Section 5.19(e) to pay any Indemnified Amounts incurred as a result of and attributable to (x) the gross negligence or bad faith of, or material breach of the terms of this Agreement by, the Delaware Trustee or (y) information furnished in writing by the Delaware Trustee to the Sponsor expressly for use in the registration statement, or any amendment thereto, filed with the SEC relating to the Shares that is not materially altered by the Sponsor. Any such indemnity shall be subject to the provisions of Section 5.11(e).

Section 5.20 Compensation and Expenses of the Delaware Trustee . The Delaware Trustee shall be entitled to receive from the Sponsor reasonable compensation for its services hereunder as set forth in a separate fee agreement and shall be entitled to be reimbursed by the Sponsor for reasonable out-of-pocket expenses incurred by it in the performance of its duties hereunder, including the reasonable compensation, out-of-pocket expenses and disbursements of counsel and such other agents as the Delaware Trustee may employ in connection with the exercise and performance of its rights and duties hereunder.

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.1 Amendment . (a) The Administrative Trustee and the Sponsor may amend any provisions of this Agreement without the consent of any Registered Owner or

Beneficial Owner. Any amendment that imposes or increases any fees or charges (other than taxes and other governmental charges) or prejudices a substantial existing right of the Registered Owners will not become effective until thirty (30) days after notice of such amendment is given by the Administrative Trustee to the Registered Owners. Every Registered Owner and Beneficial Owner, at the time any such amendment becomes effective, shall be deemed, by continuing to hold any Shares or an interest therein, to consent and agree to such amendment and to be bound by this Agreement as amended thereby. In no event shall any amendment impair the right of a Registered Owner to Surrender Baskets and receive therefor the amount of Trust Property represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding any other provision of this Agreement, no amendment to this Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as an association taxable as a corporation for United States federal income tax purposes.

(b) No amendment shall be made to this Agreement without the consent of the Delaware Trustee if such amendment adversely affects any of its rights, duties or liabilities.

Section 6.2 Termination . (a) The term for which the Trust will exist commenced on the date of the filing of the Certificate of Trust and shall continue until terminated pursuant to the provisions hereof. The Administrative Trustee shall set a date on which the Trust shall dissolve and mail notice of that dissolution to the Registered Owners at least thirty (30) days prior to the date set for dissolution if any of the following occurs:

(i) the Administrative Trustee is notified that the Shares are delisted from the Exchange and are not approved for listing on another national securities exchange within five (5) Business Days of their delisting;

(ii) Registered Owners of at least 75% of the outstanding Shares notify the Administrative Trustee that they elect to dissolve the Trust;

(iii) sixty (60) days have elapsed since the Administrative Trustee notified the Sponsor of the Administrative Trustee’s election to resign, and a successor Administrative Trustee has not been appointed and accepted its appointment as provided in Section 5.9 ;

(iv) the SEC (or its staff) or a court of competent jurisdiction determines that the Trust is an investment company under the Investment Company Act of 1940, as amended, and the Administrative Trustee has actual knowledge of that determination;

(v) the Manager determines to liquidate the Investing Pool in accordance with the terms of the Investing Pool Agreement (other than in connection with a merger of the Investing Pool with and into the Trust or in connection with the final distribution of the Investing Pool’s assets effected to achieve a substantially similar result), which provides that the Manager may liquidate the Investing Pool at any time the Manager determines that liquidating the Investment Pool is advisable;

(vi) the Trust and/or the Investing Pool is treated as an association taxable as a corporation for United States federal income tax purposes and the Administrative Trustee receives notice from the Sponsor that the Sponsor has determined that termination of the Trust is advisable; or

(vii) DTC is unable or unwilling to continue to perform its functions, and a comparable replacement is unavailable.

(b) On and after the dissolution of the Trust, the Administrative Trustee shall, in accordance with Section 3808(e) of the Act, wind up the business and affairs of the Trust. Subject to the payment or the reasonable provision of such payment by the Administrative Trustee of the claims and obligations of the Trust as required by Section 3808(e) of the Act, the Registered Owners will, upon (i) Surrender of their Shares, (ii) payment of the fees and expenses provided in Section 5.12(a) and (iii) payment of any applicable taxes or other governmental charges, be entitled to Delivery to them or upon their order, of the amount of Trust Property represented by those Shares. The Administrative Trustee shall not accept any Delivery of Basket Amounts after the date of dissolution. If any Shares remain outstanding after the date of dissolution of the Trust, the Administrative Trustee thereafter shall discontinue the registration of transfers of Shares, shall not make any distributions to Registered Owners and shall not give any further notices, except that the Administrative Trustee shall continue to collect distributions pertaining to Trust Property and hold the same uninvested and without liability for interest, pay pursuant to Section 3808(e) of the Act the Trust’s expenses and sell Trust Property as necessary to meet those expenses and shall continue to deliver Trust Property, together with any distributions received with respect thereto and the net proceeds of the sale of any other property, in exchange for Shares Surrendered to the Administrative Trustee (after deducting or upon payment of, in each case, the fees and expenses set forth in Section 5.12(a) for the Surrender of Shares, any expenses for the account of the Registered Owner of such Shares in accordance with the terms and conditions of this Agreement and any applicable taxes or other governmental charges). At any time after the expiration of ninety (90) days following the date of dissolution of the Trust, the Administrative Trustee may sell the Trust Property then held under this Agreement and may thereafter, after complying with Section 3808(e) of the Act, hold uninvested the net proceeds of any such sale, together with any other cash then held by it under this Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Registered Owners of the Shares that have not theretofore been Surrendered, such Registered Owners thereupon becoming general creditors of the Administrative Trustee with respect to such net proceeds. After making such sale or the completion of the wind up of the business and affairs of the Trust have otherwise occurred, the Trust and this Agreement shall terminate and the Administrative Trustee shall execute and cause a certificate of cancellation of the Certificate of Trust to be filed in accordance with the Act and notify the Delaware Trustee of such filing. After making such filing, the Administrative Trustee shall be discharged from all obligations under this Agreement, except to account for such net proceeds and other cash (after deducting, in each case, any fees, expenses, taxes or other governmental charges payable by the Trust, the fee of the Administrative Trustee for the Surrender of Shares and any expenses for the account of the Registered Owner of such Shares in accordance with the terms and conditions of this Agreement and any applicable taxes or other governmental charges).

(c) Upon the termination of this Agreement, the Sponsor shall be discharged from all obligations under this Agreement, except that its obligations to the Administrative Trustee under Sections 5.11 and 5.12 shall survive termination of this Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Counterparts . This Agreement may be executed in any number of counterparts, each of which is deemed to be an original and all of such counterparts constitute one and the same agreement. Copies of this Agreement are filed with the Administrative Trustee and are open to inspection by any Registered Owner during the Administrative Trustee’s business hours.

Section 7.2 Third-Party Beneficiaries . Subject to Section 5.8 , this Agreement is for the exclusive benefit of the parties hereto and the Covered Persons and other indemnified parties referred to in Section 5.11 , and the Registered Owners, Beneficial Owners and Depositors from time to time, and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other Person.

Section 7.3 Severability . In case any one or more of the provisions contained in this Agreement are or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall in no way be affected, prejudiced or disturbed thereby.

Section 7.4 Notices . (a) All notices given under this Agreement must be in writing.

(b) Any notice to be given to the Administrative Trustee, the Sponsor or the Delaware Trustee shall be deemed to have been duly given (i) when it is actually delivered by a messenger or a recognized courier service, (ii) five (5) days after it is mailed by registered or certified mail, postage paid or (iii) when receipt of a facsimile transmission is acknowledged via a return receipt or receipt confirmation as requested by the original transmission, in each case to or at the address or facsimile number set forth below:

To the Administrative Trustee:

BlackRock Institutional Trust Company, N.A.

400 Howard Street

San Francisco, CA 94105

Attention: Fund Administration

Facsimile: 415-618-5712

or (1) any other place to which the Administrative Trustee may have transferred its Corporate Trust Office with notice to the Sponsor and the Delaware Trustee or (2) any entity to which the Administrative Trustee may have transferred all or some of its duties hereunder pursuant to Section 5.8 at the address set forth in the notice of transfer provided to the Sponsor and the Delaware Trustee.

To the Sponsor:

BlackRock Asset Management International Inc.

400 Howard Street

San Francisco, CA 94105

Attention: Product Management Team, Intermediary Investors and

Exchange Traded Products Department

Facsimile: 415-618-5097

or any other place to which the Sponsor may have transferred its principal office with notice to the Administrative Trustee and the Delaware Trustee.

To the Delaware Trustee:

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Attention: Corporate Trust Administration

Facsimile: 302-636-4140

or any other place to which the Delaware Trustee may have transferred its principal office with notice to the Administrative Trustee and the Sponsor.

(c) Any notice to be given to a Registered Owner shall be deemed to have been duly given (i) when actually delivered by messenger or a recognized courier service, (ii) when mailed, postage prepaid or (iii) when sent by facsimile transmission confirmed by letter, in each case at or to the address of such Registered Owner as it appears on the transfer books of the Administrative Trustee, or, if such Registered Owner shall have filed with the Administrative Trustee a written request that any notice or communication intended for such Registered Owner be delivered to some other address, at the address designated in such request.

Section 7.5 Governing Law; Consent to Jurisdiction . (a) This Agreement is governed by and is to be construed in accordance with the laws of the State of Delaware.

(b) The parties hereto hereby (i) irrevocably submit to the non-exclusive jurisdiction of any Delaware state court or federal court sitting in Wilmington, Delaware in any action arising out of or relating to this Agreement and (ii) consent to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court. Each party agrees that, in the event that any dispute arising from or relating to this Agreement becomes subject to any judicial proceeding, such party waives any right that it may otherwise have to (x) seek punitive or consequential damages or (y) request a trial by jury.

Section 7.6 Headings . The titles of the Articles and the headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement.

Section 7.7 Compliance with Regulation B . If any banking institution that is either a party to this Agreement or a delegate pursuant hereto reasonably believes that any of the activities described herein and to be performed by such institution are reasonably likely to result in such institution having to register as a broker-dealer under federal law, then (a) such institution will promptly notify in writing the other parties in reasonable detail of the basis of its concern, (b) such institution thereafter shall not be deemed to be in violation of, or acting negligently or in bad faith with respect to, this Agreement or any agreement incidental hereto by virtue of not engaging in such activity and (c) the parties hereto shall promptly restructure the arrangements described herein in good faith to the extent necessary to prevent such registration from having to occur.

Section 7.8 Binding Effect; Entire Agreement . Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement is binding upon and inures to the benefit of the parties hereto and their respective personal representatives, successors and permitted assigns. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

Section 7.9 Provisions in Conflict With Law or Regulations . The provisions of this Agreement are severable, and if the Administrative Trustee determines, with the advice of counsel, that any one or more of such provisions (the “ Conflicting Provisions ”) are in conflict with the Code, the Act or other applicable U.S. federal or state laws, the Conflicting Provisions shall be deemed never to have constituted a part of this Agreement, even without any amendment of this Agreement pursuant to this Agreement; provided , however , that such determination by the Administrative Trustee shall not affect or impair any of the remaining provisions of this Agreement or render invalid or improper any action taken or omitted prior to such determination. The Administrative Trustee shall not be liable for making or failing to make such a determination.

Section 7.10 Conditions to Effectiveness of Amendments . The amendments to the Existing Agreement set forth herein shall become effective upon the satisfaction of the following conditions:

(a) The amendments to the rules of the CME governing the Index Futures, as submitted by the CME to the Commodity Futures Trading Commission, shall have become effective;

(b) The passage of thirty (30) days following the later of (i) the filing by the Trust of a current report on Form 8-K with the SEC disclosing the existence of this Agreement and the amendments contemplated hereby, and (ii) the provision of the notice required under Section 6.1 by the Administrative Trustee to the Registered Owners; and

(c) The filing of an effective registration statement by the Trust containing a prospectus including a description of the Trust’s and Investing Pool’s operations.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first set forth above.

Second Amended and Restated Trust Agreement

EXHIBIT A

[FORM OF CERTIFICATE]

THE SHARES EVIDENCED HEREBY REPRESENT RIGHTS WITH RESPECT TO UNDERLYING TRUST PROPERTY (AS DEFINED IN THE TRUST AGREEMENT REFERRED TO HEREIN) HELD BY THE iSHARES ^® S&P GSCI™ COMMODITY-INDEXED TRUST (THE “TRUST”) AND DO NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND ARE NOT GUARANTEED BY THE SPONSOR, THE ADMINISTRATIVE TRUSTEE, THE DELAWARE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE SHARES NOR THE UNDERLYING TRUST PROPERTY IS INSURED UNDER ANY AGREEMENT THAT DIRECTLY BENEFITS THE TRUST OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE AGENT AUTHORIZED BY THE TRUST FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

iSHARES ^® S&P GSCI™ COMMODITY-INDEXED TRUST SHARES

ISSUED BY

iSHARES ^® S&P GSCI™ COMMODITY-INDEXED TRUST

REPRESENTING

FRACTIONAL UNDIVIDED INTERESTS IN THE NET ASSETS OF THE TRUST

BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A., as Administrative Trustee

BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A., as Administrative Trustee (the “ Administrative Trustee ”), hereby certifies that CEDE & CO., as nominee of The Depository Trust Company, or registered assigns, IS THE OWNER OF [    ] ¹ Shares issued by iShares ^® S&P GSCI™ Commodity-Indexed Trust (the “ Trust ”), each representing a fractional undivided beneficial interest in the net assets of the Trust, as provided in the Trust Agreement referred to below. The Administrative Trustee’s Corporate Trust Office and its principal executive office are located at 400 Howard Street, San Francisco, CA 94105.

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This Certificate is issued upon the terms and conditions set forth in the Second Amended and Restated Trust Agreement, dated as of March 1, 2013 (the “ Trust Agreement ”), among BlackRock Asset Management International Inc. (the “ Sponsor ”), the Administrative Trustee, and Wilmington Trust Company as Delaware Trustee. The Trust Agreement sets forth the rights of Registered Owners and the rights and duties of the Administrative Trustee and the Sponsor. Copies of the Trust Agreement are on file at the Administrative Trustee’s Corporate Trust Office.

The Trust Agreement is hereby incorporated by reference into and made a part of this Certificate as if set forth in full in this place. Capitalized terms not defined herein shall have the meanings set forth in the Trust Agreement.

This Certificate shall not be entitled to any benefits under the Trust Agreement or be valid or obligatory for any purpose unless it is executed by the manual or facsimile signature of a duly authorized signatory of the Administrative Trustee and, if a Registrar (other than the Administrative Trustee) for the Shares shall have been appointed, countersigned by the manual signature of a duly authorized officer of the Registrar.

THE ADMINISTRATIVE TRUSTEE’S CORPORATE TRUST OFFICE ADDRESS

IS 400 HOWARD STREET, SAN FRANCISCO, CA 94105

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ANNEX I

CAPITAL ACCOUNTS, DISTRIBUTIONS AND ALLOCATIONS

Section 1 Capital Accounts .

(a) The Trust shall establish and maintain a separate account (the “Capital Account”) for each Beneficial Owner’s Shares in accordance with the following provisions:

(i) Initial Contribution . A Beneficial Owner’s Initial Contribution will be equal to the amount of cash and the value (as determined under Section 7 of this Annex I (references to Sections in this Annex I will be to Sections in this Annex I unless otherwise stated and references to Sections of the Trust Agreement will be indicated as such)) of any Index Futures or Short-Term Securities contributed to the Trust, by the Beneficial Owner or its agent on the first issuance of Shares to the Beneficial Owner or its agent as described in Article II.

(ii) Initial Capital Account . The initial balance of the Capital Account of each Beneficial Owner shall be such Beneficial Owner’s Initial Contribution.

(iii) Adjustments to Capital Accounts .

(A) Each Beneficial Owner’s Capital Account shall be increased by the amount of additional cash and the value (as determined under Section 7 ) of any Index Futures or Short-Term Securities contributed to the Trust by such Beneficial Owner or its agent, and by any income or gain (including income and gain exempt from tax) computed in accordance with Section 1(b) and allocated to such Beneficial Owner pursuant to Section 2 .

(B) Each Beneficial Owner’s Capital Account shall be decreased by the amount of cash and the value (as determined under Section 7 ) of any Index Futures or Short-Term Securities distributed to such Beneficial Owner or its agent pursuant to any provision of this Agreement, and by any expenses, deductions or losses computed in accordance with Section 1(b) and allocated to such Beneficial Owner pursuant to Section 2 .

(iv) Contributions; Distributions; Redemptions .

(A) Each Beneficial Owner agrees that it (or its agent) will contribute property to the Trust only if such property has, to the best of that Beneficial Owner’s knowledge after reasonable inquiry, a basis for tax purposes equal to the fair market value of such property, and acknowledges that the Trust 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. For this purpose, Section 7 shall apply to determine fair market value.

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(B) In determining which Index Futures and Short-Term Securities, if any, are to be distributed to a Beneficial Owner or its agent or sold or closed out in connection with a redemption pursuant to the provisions of this Agreement, the Administrative Trustee shall adopt a standard procedure for selecting such Index Futures or Short-Term Securities that is applied consistently to all redemptions. Unless the Administrative Trustee determines that another lot selection method more accurately allocates taxable gain and loss to Beneficial Owners in a manner that corresponds to their economic gain and loss, the procedure shall be 50% “first in, first out,” 50% “last in, first out,” with any remaining Index Futures and Short-Term Securities, to the extent not evenly divisible on a 50/50 basis, determined on a “first in, first out” basis.

(b) For purposes of computing the amount of any item of income, gain, deduction, expense or loss to be reflected in a Beneficial Owner’s Capital Account, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes; provided that:

(i) Items described in Section 705(a)(2)(B) of the Code shall be treated as items of deduction. All fees and other expenses incurred by the Trust to promote the sale of (or to sell) a Share that can neither be deducted nor amortized under Section 709 of the Code shall, for purposes of Capital Account maintenance, be treated as an item described in Section 705(a)(2)(B) of the Code.

(ii) Except as otherwise provided in Treasury Regulations Section 1.704-1(b)(2)(iv)( m ), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code.

(iii) In computing income, gain, deduction, expense or loss for Capital Account purposes, the amount of such item shall be determined taking into account the book value of the Trust’s property, as adjusted pursuant to Section 1(d) .

(c) In the event any Beneficial Owner’s Shares are transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of such Beneficial Owner to the extent such Capital Account relates to the transferred Shares.

(d) Consistent with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)( f ), upon an issuance or redemption of Shares, in connection with the dissolution, liquidation or termination of the Trust, or otherwise as appropriate pursuant to generally accepted industry accounting practices, the Capital Accounts of all Beneficial Owners may, immediately prior to such issuance, redemption, dissolution, liquidation, termination, or otherwise, be adjusted (consistent with the provisions hereof) upwards or downwards to reflect any Unrealized Gain or Unrealized Loss attributable to Trust property, as if such Unrealized Gain or Unrealized Loss had been recognized upon an actual sale of such property, immediately prior to such issuance, redemption, dissolution, liquidation, termination, or otherwise, and had been allocated to the Beneficial Owners at such time pursuant to Section 2 . Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)( g ), appropriate adjustments shall be made to the book value of Trust property with Unrealized Gain or Unrealized Loss. Proper adjustment shall be made to the amount of any Capital Account adjustment under this Section 1(d) to take into account any prior Capital Account adjustment under this Section 1 .

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Section 2 Allocations for Capital Account Purposes .

(a) For purposes of maintaining Capital Accounts and in determining the rights of the Beneficial Owners among themselves, except as otherwise provided in this Section 2 each item of income, gain, loss, expense and deduction (computed in accordance with Section 1(b )) shall be allocated to the Beneficial Owners in accordance with their respective Percentage Interests.

(b) Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)( g ), items of depreciation, depletion, amortization and gain or loss attributable to Adjusted Property that has a Book-Tax Disparity shall be allocated among the Beneficial Owners in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)( g )( 3 ).

(c) If any Beneficial Owner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)( d )( 4 ), 1.704-1(b)(2)(ii)( d )( 5 ) or 1.704- 1(b)(2)(ii)( d )( 6 ), then items of Trust income and gain (consisting of a pro rata portion of each item of Trust income, including gross income, and gain for such year) shall be specially allocated to such Beneficial Owner in an amount and manner sufficient to eliminate a deficit balance in its Capital Account (after decreasing such Beneficial Owner’s Capital Account balance by the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)( d )( 4 ), 1.704-1(b)(2)(ii)( d )( 5 ) and 1.704-1(b)(2)(ii)( d )( 6 )) created by such adjustments, allocations or distributions as quickly as possible. This Section 2(c) is intended to constitute a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b) (2)(ii)( d ).

Section 3 Allocations for Tax Purposes .

(a) For U.S. federal income tax purposes, except as otherwise provided in this Section 3 , each item of income, gain, loss, deduction and credit of the Trust shall be allocated among the Beneficial Owners in accordance with their respective Percentage Interests.

(b) In an attempt to eliminate Book-Tax Disparities, items of income, gain, loss or deduction shall be allocated for U.S. federal income tax purposes among the Beneficial Owners under the remedial allocation method of Treasury Regulations Section 1.704-3(d).

(c) If any Beneficial Owner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)( d )( 4 ), 1.704-1(b)(2)(ii)( d )( 5 ) or 1.704- 1(b)(2)(ii)( d )( 6 ), then items of income and gain shall be specially allocated to such Beneficial Owner in an amount and manner consistent with the allocations of income and gain pursuant to Section 2(c) .

(d) The provisions of this Annex I and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations. The Administrative Trustee shall be authorized to make appropriate amendments to the allocations of items pursuant to this Section 3 if necessary in order to comply with Section 704 of the Code or applicable Treasury Regulations promulgated thereunder.

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Section 4 Tax Conventions .

(a) For purposes of Sections 1 , 2 and 3 , the Administrative Trustee shall cause the Trust to adopt such conventions as may be necessary or appropriate in the Administrative Trustee’s reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Trust’s income, gain, loss, expenses, deductions and credits in a manner that reflects Beneficial Owner’s Shares. The Administrative Trustee may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence.

(b) Unless the Administrative Trustee determines that another convention is necessary or appropriate in the Administrative Trustee’s reasonable discretion in order to comply with applicable law, or to allocate items of the Trust’s income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Administrative Trustee’s Shares, the Trust shall use the monthly convention described in this Section 4(b) .

(i) All issuances, redemptions and transfers of Shares or beneficial interests therein shall be deemed to take place at a price equal to the value of such Share or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place on which the value of a Share is lowest (such price, the “ single monthly price ”). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 1(d) , the fair market value of all Trust property immediately prior to the issuance, redemption or transfer of Shares shall be deemed to be equal to the lowest value of such property (as determined under Section 7 ) during the month in which such Shares are issued or redeemed. In the event that the Trust makes an election under Section 754 of the Code, adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price.

(ii) All contributed property shall be deemed to be contributed at a price equal to the weighted average value of such property (as determined under Section 7 ) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the purchase or sales price of the property, respectively.

(iii) Each item of Trust income, gain, expense, loss, deduction and credit attributable to transferred Shares shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Beneficial Owners who own Shares as of the close of the last day of the month preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this Agreement becomes effective, such items shall be allocated to the Beneficial Owners who own the Shares as of the close of the last day of the month in which such items arose; and provided further that, unless the Administrative Trustee determines that another method

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is necessary or appropriate in the Administrative Trustee’s reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Trust (or, in the Administrative Trustee’s sole discretion, other sales or dispositions of assets if appropriate to more accurately allocate such gain and loss to Beneficial Owners in a manner that corresponds to their economic gain and loss) shall be allocated to the Beneficial Owners who own Shares as of the close of the day in which such gain or loss is recognized for U.S. federal income tax purposes.

(iv) All such allocations are intended to constitute a reasonable method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii) and to take into account a Beneficial Owner or Beneficial Owner’s varying Shares during the taxable year of any issuance, redemption or transfer of Shares or beneficial interests therein. Any person who is the transferee of Shares shall be deemed to consent to the methods of determination and allocation set forth in this Section 4 as a condition of receiving such Shares.

Section 5 Shares as Personal Property. Each Beneficial Owner hereby agrees that its Shares shall for all purposes be personal property. The Trust shall be the sole owner of the property and rights conveyed to it. No Beneficial Owner has any interest in specific Trust property, including property conveyed to the Trust by a Beneficial Owner.

Section 6 Interest on Capital Contributions . No Beneficial Owner shall be entitled to any interest on its capital contribution.

Section 7 Valuation .

(a) Unless otherwise provided in this Trust Agreement, the value, on any day, of Index Futures, Short-Term Securities and any other property, other than cash, under this Agreement shall be determined as of 4:00 P.M., New York City time on that day as follows:

(i) The Administrative Trustee will value Index Futures on the basis of that day’s settlement price for each Index Future as announced by the Futures Exchange on which such Index Future is listed. If there is no settlement price announced by the Futures Exchange for a Index Future on that day, the Administrative Trustee will use the most recently announced settlement price for such Index Future unless the Administrative Trustee determines that that price is inappropriate as a basis for the valuation of such Index Future, in which case the Administrative Trustee shall value such Index Future as described in paragraph (ii) below.

(ii) The Administrative Trustee will value all other property at (A) its current market value, if quotations for such property are readily available or (B) its fair value, as reasonably determined by the Administrative Trustee, if no quotations for such property are readily available.

(b) The Administrative Trustee may (but is not required to) employ the services of, and rely upon the reports of, a recognized pricing service (including a pricing service that is an Affiliate of the Administrative Trustee). If the Administrative Trustee determines that the procedures in this Section 7 are an inappropriate basis for the valuation of the Trust’s assets, it

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shall determine an alternative basis to be employed. The Administrative Trustee shall not be liable to any Person for any determination as to the alternative basis for evaluation; provided that such determination is made in good faith.

Section 8 Distributions .

(a) Distributions from the Trust upon the occurrence of a redemption or upon dissolution, liquidation or termination pursuant to Section 2.8 of the Trust Agreement or Section 6.2 of the Trust Agreement , will be in the form of Index Futures, Short-Term Securities and/or cash as determined by such sections, as applicable; provided that, in the case of a distributions upon dissolution, liquidation or termination, amounts received by Beneficial Owners shall be in accordance with Capital Accounts as provided in Treasury Regulations Section 1.704-1(b)(2)(ii)( b ).

(b) Notwithstanding any provision to the contrary contained in this Agreement, the Trust, and the Administrative Trustee on behalf of the Trust, shall not be required to make a distribution with respect to Shares if such distribution would violate the Act or any other applicable law. A determination that a distribution is not prohibited under this Section 8 or the Act shall be made by the Administrative Trustee and, to the fullest extent permitted by applicable law, may be based either on financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances or on a fair valuation or any other method that is reasonable under the circumstances. Unless otherwise agreed to by the Beneficial Owners, a Beneficial Owner shall be entitled only to the distributions expressly provided for in this Agreement.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Beneficial Owners understand and acknowledge that a Beneficial Owner (or its agent) may be compelled to accept a distribution of any asset in kind from the Trust despite the fact that the percentage of the asset distributed to such Beneficial Owner (or its agent) exceeds the percentage of that asset which is equal to the percentage in which such Beneficial Owner shares in distributions from the Trust.

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Exhibit 4.2

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

iSHARES ^® S&P GSCI™ COMMODITY-INDEXED INVESTING POOL LLC

Dated as of March 1, 2013

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

i

ii

ANNEX A — Initial Capital Contributions

iii

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This Amended and Restated Limited Liability Company Agreement (this “ Agreement ”) of iShares ^® S&P GSCI™ Commodity-Indexed Investing Pool LLC, a Delaware limited liability company (the “ Investing Pool ”), is made as of March 1, 2013 among iShares ^® S&P GSCI™ Commodity-Indexed Trust, a Delaware statutory trust, in its capacity as a member (“ Member A ”), and BlackRock Asset Management International Inc. (formerly known as Barclays Global Investors International, Inc.), a Delaware corporation, in its capacity as a member (“ Member B ” and, together with Member A, the “ Members ”) and the Manager (as defined below). This Agreement amends and restates the existing Limited Liability Company Agreement of the Investing Pool, dated as of July 7, 2006, as amended on December 27, 2007 (the “ Existing Agreement ”).

WHEREAS, the Investing Pool was formed pursuant to the Delaware Limited Liability Company Act, 6 Del. C . § 18-101, et seq ., as amended from time to time and any successor to such statute (the “ Act ”), pursuant to a Certificate of Formation (as it may be amended, modified, supplemented or restated from time to time, the “ Certificate ”) filed with the Secretary of State of Delaware on July 7, 2006;

WHEREAS, the Members have entered into this Agreement to amend and restate the Existing Agreement in its entirety; and

WHEREAS, the amendments to the Existing Agreement set forth herein (other than the provisions of Section 9.12, which shall be effective as of the date hereof) shall become effective as of the date the conditions set forth in Section 9.12 have been satisfied (the “ Amendment Effective Date ”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth, the Members, intending to be legally bound, declare the following to be the amended and restated limited liability company agreement of the Investing Pool and hereby mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1 Definitions . Except as otherwise specified in this Agreement or unless the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement.

“ Act ” has the meaning specified in the recitals hereto.

“ Adjusted Property ” means any property the book value of which has been adjusted as provided by Section 3.5(d) .

“ Administrator ” means BlackRock Institutional Trust Company, N.A., a national banking association, or another entity appointed by the Manager to perform administration services for the Investing Pool on behalf of the Manager.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“ Agreement ” means this Amended and Restated Limited Liability Company Agreement as amended, modified, supplemented and restated from time to time, in accordance with its terms.

“ Amendment Effective Date ” has the meaning specified in the recitals hereto.

“ Authorized Participant Agreement ” has the meaning specified in the Trust Agreement.

“ Beneficial Owner ” means a person treated as a direct or indirect partner in the Investing Pool for U.S. federal income tax purposes, including for this purpose a person that is treated as owning an interest in Member A if the Investing Pool is notified in a manner satisfactory to the Manager as to the identity of such Beneficial Owner.

“ Book-Tax Disparity ” means, with respect to any property, as of any date of determination, the difference between the book value of such property (as initially determined under Section 3.12 in the case of contributed property, and as adjusted from time to time in accordance with Section 3.5(d) ), and the adjusted basis thereof for U.S. federal income tax purposes, as of such date of determination. A Member’s share of the Investing Pool’s Book-Tax Disparities will be reflected by the difference between such Member’s Capital Account balance, as maintained pursuant to Section 3.5 , and such balance had the Capital Account been maintained strictly in accordance with tax accounting principles.

“ Business Day ” means any day (1) on which none of the following occurs: (a) the Exchange is closed for regular trading, (b) a Futures 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.

“ Capital Account ” has the meaning specified in Section 3.5(a) .

“ Certificate ” has the meaning specified in the recitals hereto.

“ Clearing FCM ” means, initially, Goldman, Sachs & Co., or any other Futures Commission Merchant(s) appointed by the Manager as clearing futures commission merchant(s) for the Investing Pool.

“ CME ” means the designated contract market known as the CME, or its successor.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Exchange ” means NYSE Arca, Inc., a Delaware corporation and a registered U.S. national securities exchange, or its successor, or if NYSE Arca, Inc. or its successor is no longer the principal national securities exchange on which the Shares are listed, such other principal national securities exchange on which the Shares are then listed.

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“ Futures Exchange ” means the CME or any other “designated contract market” as defined under the Commodity Exchange Act, as amended.

“ Futures Commission Merchant ” means any futures commission merchant, including the Clearing FCM, that solicits or accepts orders for Index Futures on a Futures Exchange for, and accepts payment from or on behalf of, the Investing Pool.

“ Indemnitees ” has the meaning specified in Section 9.7 .

“ Index ” means the S&P GSCI™ Total Return Index.

“ Index Futures ” means futures contracts on the S&P GSCI™ Excess Return Index that are listed and traded on a Futures Exchange.

“ Index License Agreements ” means the agreements governing the Trust’s and Index Pool’s use of certain trade names, trademarks and other intellectual property relating to the Index, as amended from time to time.

“ Initial Contributions ” has the meaning specified in Section 3.3(b) .

“ Investing Pool ” has the meaning specified in the Preamble hereto.

“ Investing Pool Administrator ” means State Street Bank and Trust Company, a trust company organized under the laws of Massachusetts, when acting in its capacity as an administrator of the Investing Pool on behalf of the Administrator.

“ Investing Pool Interests ” means the limited liability company interests issued by the Investing Pool to the Members.

“ Investment Advisory Agreement ” means the Amended and Restated Investment Advisory Agreement, dated as of March 1, 2013, between BlackRock Fund Advisors, as advisor, and the Manager on behalf of the Investing Pool.

“ Manager ” means BlackRock Asset Management International Inc., a Delaware corporation, or any successor thereto, in its capacity as manager of the Investing Pool. The Manager is hereby designated as a “manager” of the Investing Pool within the meaning of § 18- 101(10) of the Act.

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“ Net Asset Value ” means the aggregate value of (1) the Index Futures, Short-Term Securities, cash and other assets of the Investing Pool (calculated on the basis provided in Section 3.12 ) owned as of 4:00 P.M., New York City time, on the date of the determination less (2) the Investing Pool’s accrued expenses and liabilities as of 4:00 P.M., New York City time, on the date of the determination.

“ Operating Expenses ” means the costs of employing the Administrator, the Investing Pool Administrator and the Tax Administrator (or any other Persons to whom the Manager or any authorized delegatee may delegate performance of administrative services for the Investing Pool) and any other expenses of a kind that might be considered ordinary operating expenses of the Investing Pool, but excluding any commissions payable to the Clearing FCM or any other Futures Commission Merchant.

“ Percentage Interest ” means (a) as to each Member, the portion (expressed as a percentage) of the total outstanding Investing Pool Interests held by such Member, and (b) as to any Beneficial Owner, other than a Member, the product of (i) the Percentage Interest of Member A as determined under clause (a) above multiplied by (ii) a fraction, the numerator of which is the number of such Beneficial Owner’s Shares and the denominator of which is the total number of Shares outstanding as of the date of determination.

“ Person ” means any natural person or any limited liability company, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Redemption Event ” means any date on which the Investing Pool redeems all or a portion of a Member’s Investing Pool Interests in exchange for Index Futures, Short-Term Securities or cash.

“ Shares ” has the meaning specified in the Trust Agreement.

“ Short-Term Securities ” means U.S. Treasury securities or other short-term securities and similar securities, in each case that are eligible as margin deposits for Index Futures under the rules of the applicable Futures Exchange.

“ Substitute Member ” has the meaning specified in Section 7.1 .

“ Tax Administrator ” means PricewaterhouseCoopers LLP, a limited liability partnership formed under the laws of the State of Delaware, when acting in its capacity as tax administrator of the Investing Pool on behalf of the Administrator.

“ Tax Matters Partner ” shall mean the tax matters partner for the Investing Pool as such term is defined in Section 6231(a)(7) of the Code.

“ Transaction Documents ” means the Distribution Agreement, the Investment Advisory Agreement, the Trust Agreement, the Authorized Participant Agreements, the Index License Agreements and all agreements, documents and certificates contemplated thereby or delivered in connection therewith.

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“ Trust ” means the iShares ^® S&P GSCI™ Commodity-Indexed Trust, a Delaware statutory trust.

“ Trust Agreement ” means the Second Amended and Restated Trust Agreement of the iShares ^® S&P GSCI™ Commodity-Indexed Trust, dated as of March 1, 2013, as amended from time to time, among BlackRock Asset Management International Inc., as sponsor, the Trustee, and Wilmington Trust Company, as Delaware trustee.

“ Trustee ” means BlackRock Institutional Trust Company, N.A., a national banking association, in its capacity as administrative trustee of iShares ^® S&P GSCI™ Commodity-Indexed Trust.

“ Unrealized Gain ” attributable to an Investing Pool property means, as of any date of determination, the excess, if any, of the fair market value of such property (as determined for purposes of Section 3.5(d) ) as of such date of determination over the adjusted basis of such property as of such date of determination.

“ Unrealized Loss ” attributable to an Investing Pool property means, as of any date of determination, the excess, if any, of the adjusted basis of such property as of such date of determination over the fair market value of such property (as determined for purposes of Section 3.5(d) ) as of such date of determination.

Section 1.2 Rules of Construction . Unless the context may otherwise require:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as then in effect in the United States;

(iii) “or” is not exclusive;

(iv) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(v) “including” means including without limitation; and

(vi) words in the singular include the plural, and words in the plural include the singular.

ARTICLE II

GENERAL

Section 2.1 Name . The name of the Investing Pool is “iShares ^® S&P GSCI™ Commodity-Indexed Investing Pool LLC”.

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Section 2.2 Organization; Certificate . Pursuant to the Act, the Investing Pool was formed on July 7, 2006. Pursuant to the Existing Agreement, the parties ratified the execution, delivery and filing of the Certificate with the Secretary of State of Delaware by Barclays Global Investors, International as an “authorized person” within the meaning of the Act, and upon the execution of the Existing Agreement, Barclays Global Investors, International’s powers as an “authorized person” ceased, and the Manager became and continues to be a designated “authorized person” within the meaning of the Act. The affairs of the Investing Pool shall be governed by this Agreement and the laws of the State of Delaware. The Manager, as an “authorized person,” shall immediately, and from time to time hereafter as may be required by applicable law, execute any required amendments to the Certificate and do all filings, recordings and other acts as may be appropriate to comply with the operation of the Investing Pool under the Act.

Section 2.3 Location of Principal Place of Business . The location of the principal place of business of the Investing Pool is 400 Howard Street, San Francisco, CA 94105 or such other location within or without the State of Delaware as may be determined by the Manager. In addition, the Investing Pool may maintain such other offices as the Manager may deem to be advisable at any other place or places within or without the State of Delaware.

Section 2.4 Registered Office . The address of the registered office of the Investing Pool in the State of Delaware is at Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, Delaware 19808, or at such other place as the Manager may determine from time to time.

Section 2.5 Registered Agent . The registered agent for the Investing Pool is The Corporation Trust Company, located at Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, Delaware 19808, or such other registered agent as the Manager may designate from time to time.

Section 2.6 Term . The term of the Investing Pool commenced upon the date the Certificate was filed in the office of the Secretary of State of Delaware and shall continue until the Investing Pool is dissolved in accordance with the provisions of Section 8.2 .

Section 2.7 Purpose . The Investing Pool is organized and formed solely for the purpose of, (a) directly or indirectly buying, selling or otherwise acquiring, holding or owning and disposing of Index Futures, Short-Term Securities and cash as an investor therein (and not as a trader or dealer therein) with a view to tracking the Index over time, (b) issuing and redeeming Investing Pool Interests in accordance with the applicable procedures set forth in this Agreement and/or the Transaction Documents and (c) conducting any other business or duties authorized or contemplated by this Agreement or the other Transaction Documents, as well as any activities incidental or necessary to carry out the foregoing purpose and the duties set forth in this Agreement or the other Transaction Documents.

Section 2.8 Powers . In furtherance of its purpose, but subject to all of the provisions of this Agreement, the Investing Pool shall have the power and is hereby authorized to do anything and engage in any activity related to its purpose, business or activities as may be necessary, convenient or incidental to the conduct of its business or activities, and shall have and may

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exercise all of the powers, rights and privileges conferred upon limited liability companies formed pursuant to the Act or by any other law of the State of Delaware or by this Agreement (if not prohibited by the Act), together with any powers incidental thereto, so far as such powers and rights are necessary, suitable or convenient to the conduct, promotion or attainment of the business purposes or activities of the Investing Pool; provided , that the Investing Pool shall not incur any indebtedness other than in respect of contingent liabilities resulting from activities of the Investing Pool expressly contemplated by this Agreement or the Transaction Documents.

Section 2.9 Property of the Investing Pool . All business of the Investing Pool shall be conducted in the name of the Investing Pool. The Investing Pool shall hold title to all of its property in the name of the Investing Pool.

ARTICLE III

CAPITAL CONTRIBUTIONS, INVESTING POOL

INTERESTS AND DISTRIBUTIONS

Section 3.1 Investing Pool Interests . (a) The Members shall own all of the Investing Pool Interests. Investing Pool Interests may not be issued to or redeemed by any Person other than a Member.

(b) The Members acknowledge and agree that their Investing Pool Interests shall be adjusted, from time to time, to reflect (i) additional capital contributions of Index Futures, Short-Term Securities or cash, (ii) transfers by Members of their Investing Pool Interests in accordance with Section 7.1 , (iii) Redemption Events (iv) such other events as otherwise may give rise to a change in a Member’s ownership of Investing Pool Interests under this Agreement, and (v) distributions made to the Manager pursuant to Section 5.8 .

(c) The ownership of Investing Pool Interests shall be recorded and reflected on the books of the Investing Pool. Initially, Investing Pool Interests shall not be evidenced by any certificate or other written instrument, but shall be evidenced only by this Agreement. In the event that the Manager decides to issue certificates evidencing the ownership of Investing Pool Interests, such certificates shall be in the form determined by the Manager.

Section 3.2 Form of Contributions . The Members may make contributions of capital to the Investing Pool only in the form of Index Futures, Short-Term Securities and/or cash, in each case as determined by the Manager in its discretion.

Section 3.3 Initial Contributions . Annex A hereto sets forth the respective contributions to the Investing Pool, as of the date hereof, by each Member (the “ Initial Contributions ”).

Section 3.4 Additional Contributions . The Members may make additional capital contributions of Index Futures, Short-Term Securities and/or cash to the Investing Pool from time to time in accordance with the terms of this Agreement.

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Section 3.5 Capital Accounts .

(a) The Investing Pool shall establish and maintain a separate account (the “ Capital Account ”) for each Member’s Investing Pool Interests in accordance with the following provisions:

(i) Initial Capital Account . The initial balance of the Capital Account of each Member shall be such Member’s Initial Contribution.

(ii) Adjustments to Capital Accounts .

(A) Each Member’s Capital Account shall be increased by the amount of additional cash and the value (as determined under Section 3.12 ) of any Index Futures or Short-Term Securities contributed to the Investing Pool by such Member, and by any income or gain (including income and gain exempt from tax) computed in accordance with Section 3.5(b) and allocated to such Member pursuant to Section 3.6 .

(B) Each Member’s Capital Account shall be decreased by the amount of cash and the value (as determined under Section 3.12 ) of any Index Futures or Short-Term Securities distributed to such Member pursuant to any provision of this Agreement, and by any expenses, deductions or losses computed in accordance with Section 3.5(b) and allocated to such Member pursuant to Section 3.6 .

(iii) Contributions; Distributions; Redemption Events .

(A) Each Member agrees that it will contribute property to the Investing Pool only if such property has, to the best of that Member’s knowledge after reasonable inquiry, a basis for tax purposes equal to the fair market value of such property, and acknowledges that the 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. For this purpose, Section 3.12 shall apply to determine fair market value.

(B) In determining which Index Futures and Short-Term Securities, if any, are to be distributed to a Member or sold or closed out in connection with a Redemption Event pursuant to the provisions of this Agreement, the Manager shall adopt a standard procedure for selecting such Index Futures or Short-Term Securities that is applied consistently to all Redemption Events. Unless the Manager determines that another lot selection method more accurately allocates taxable gain and loss to Members in a manner that corresponds to their economic gain and loss, the procedure shall be 50% “first in, first out,” 50% “last in, first out,” with any remaining Index Futures and Short-Term Securities, to the extent not evenly divisible on a 50/50 basis, determined on a “first in, first out” basis.

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(b) For purposes of computing the amount of any item of income, gain, deduction, expense or loss to be reflected in a Member’s Capital Account, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes; provided that:

(i) Items described in Section 705(a)(2)(B) of the Code shall be treated as items of deduction. All fees and other expenses incurred by the Investing Pool to promote the sale of (or to sell) an Investing Pool Interest that can neither be deducted nor amortized under Section 709 of the Code shall, for purposes of Capital Account maintenance, be treated as an item described in Section 705(a)(2)(B) of the Code.

(ii) Except as otherwise provided in Treasury Regulations Section 1.704-1(b)(2)(iv)( m ), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code.

(iii) In computing income, gain, deduction, expense or loss for Capital Account purposes, the amount of such item shall be determined taking into account the book value of the Investing Pool’s property, as adjusted pursuant to Section 3.5(d) .

(c) In the event any Member’s Investing Pool Interests are transferred in accordance with the terms of this Agreement or the Trust Agreement, the transferee shall succeed to the Capital Account of such Member to the extent such Capital Account relates to the transferred Investing Pool Interests.

(d) Consistent with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)( f ), upon an issuance or redemption of Investing Pool Interests or otherwise as appropriate pursuant to generally accepted industry accounting practices, the Capital Accounts of all Members may, immediately prior to such issuance or redemption, be adjusted (consistent with the provisions hereof) upwards or downwards to reflect any Unrealized Gain or Unrealized Loss attributable to each Investing Pool property, as if such Unrealized Gain or Unrealized Loss had been recognized upon an actual sale of each such property immediately prior to such issuance or redemption and had been allocated to the Members at such time pursuant to Section 3.6 . Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)( g ), appropriate adjustments shall be made to the book value of each Investing Pool property with Unrealized Gain or Unrealized Loss. Proper adjustment shall be made to the amount of any Capital Account adjustment under this Section 3.5(d) to take into account any prior Capital Account adjustment under this Section.

Section 3.6 Allocations for Capital Account Purposes .

(a) For purposes of maintaining the Capital Accounts and in determining the rights of the Members among themselves, except as otherwise provided in this Section 3.6 , each item of income, gain, loss, expense and deduction (computed in accordance with Section 3.5(b) ) shall be allocated to the Members in accordance with their respective Percentage Interests.

(b) Member B shall be treated as receiving a guaranteed payment equal to an amount corresponding to the allocation described in Section 5.8 hereof.

(c) Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)( g ), items of depreciation, depletion, amortization and gain or loss attributable to Adjusted Property that has a Book-Tax Disparity shall be allocated among the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)( g )( 3 ).

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(d) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)( d )( 4 ), 1.704-1(b)(2)(ii)( d )( 5 ) or 1.704- 1(b)(2)(ii)( d )( 6 ), then items of Investing Pool income and gain (consisting of a pro rata portion of each item of the Investing Pool’s income, including gross income, and gain for such year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate a deficit balance in its Capital Account (after decreasing such Member’s Capital Account balance by the items described in Treasury Regulations 1.704-1(b)(2)(ii)( d )( 4 ), 1.704-1(b)(2)(ii)( d )( 5 ) and 1.704- 1(b)(2)(ii)( d )( 6 )) created by such adjustments, allocations or distributions as quickly as possible. This Section 3.6(d) is intended to constitute a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b) (2)(ii)( d ).

Section 3.7 Allocations for Tax Purposes .

(a) For U.S. federal income tax purposes, except as otherwise provided in this Section 3.7 , each item of income, gain, loss, deduction and credit of the Investing Pool shall be allocated among the Members in accordance with their respective Percentage Interests.

(b) In an attempt to eliminate Book-Tax Disparities, items of income, gain, loss or deduction shall be allocated for U.S. federal income tax purposes among the Members under the remedial allocation method of Treasury Regulations Section 1.704-3(d).

(c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)( d )( 4 ), 1.704-1(b)(2)(ii)( d )( 5 ) or 1.704- 1(b)(2)(ii)( d )( 6 ), then items of income and gain shall be specially allocated to such Member in an amount and manner consistent with the allocations of income and gain pursuant to Section 3.6(d) .

(d) The provisions of this Article III and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations. The Manager shall be authorized to make appropriate amendments to the allocations of items pursuant to this Article III if necessary in order to comply with Section 704 of the Code or applicable Treasury Regulations promulgated thereunder.

Section 3.8 Tax Conventions .

(a) For purposes of Sections 3.5 , 3.6 and 3.7 , the Manager shall cause the Investing Pool to adopt such conventions as may be necessary or appropriate in the Manager’s reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Investing Pool’s income, gain, loss, expenses, deductions and credits in a manner that reflects Members’ Investing Pool Interests. The Manager may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence.

(b) Unless the Manager determines that another convention is necessary or appropriate in the Manager’s reasonable discretion in order to comply with applicable law, or to allocate items of the Investing Pool’s income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Members’ Investing Pool Interests, the Investing Pool shall use the monthly convention described in this Section 3.8(b) .

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(i) All issuances, redemptions and transfers of Investing Pool Interests or beneficial interests therein shall be deemed to take place at a price equal to the value of such Investing Pool Interest or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place on which the value of an Investing Pool Interest or beneficial interest therein is lowest (such price, the “ single monthly price ”). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 3.5(d) , the fair market value of all Investing Pool property immediately prior to the issuance, redemption or transfer of Investing Pool Interests shall be deemed to be equal to the lowest value of such property (as determined under Section 3.12 ) during the month in which such Investing Pool Interests are issued or redeemed. In the event that the Investing Pool makes an election under Section 754 of the Code, adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price.

(ii) All contributed property shall be deemed to be contributed at a price equal to the weighted average value of such property (as determined under Section 3.12 ) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the purchase or sales price of the property, respectively.

(iii) Each item of Investing Pool income, gain, expense, loss, deduction and credit attributable to a transferred Investing Pool Interest shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Members who own Investing Pool Interests as of the close of the last day of the month preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this agreement becomes effective, such items shall be allocated to the Members who own the Investing Pool Interests as of the close of the last day of the month in which such items arose; and provided further that, unless the Manager determines that another method is necessary or appropriate in the Manager’s reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Investing Pool (or, in the Manager’s sole discretion, other sales or dispositions of assets if appropriate to more accurately allocate such gain and loss to Members in a manner that corresponds to their economic gain and loss) shall be allocated to the Members who own Investing Pool Interests as of the close of the day in which such gain or loss is recognized for U.S. federal income tax purposes.

(iv) All such allocations are intended to constitute a reasonable method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii) and to take into account a Member or Beneficial Owner’s varying Investing Pool Interests during the taxable year of any issuance, redemption or transfer of Investing Pool Interests or beneficial interests therein. Any person who is the transferee of an Investing Pool Interest shall be deemed to consent to the methods of determination and allocation set forth in this Section 3.8 as a condition of receiving such Investing Pool Interest.

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Section 3.9 Tax Allocations With Respect to Beneficial Owners . To the extent any Beneficial Owner is treated as the direct owner of an Investing Pool Interest for U.S. federal income tax purposes, Sections 3.5 , 3.6 , 3.7 and 3.8 shall apply to such Beneficial Owner, as appropriate, as if it were a Member. In addition, in order properly to allocate income, gain, loss, expense, deductions and credits to Beneficial Owners pursuant to the Trust Agreement, the Investing Pool shall for purposes of those Sections treat references to a Member as including references to Beneficial Owners. Accordingly, the Investing Pool shall maintain capital accounts for each Beneficial Owner, and shall allocate income, gain, loss, expense, deductions and credits with respect to each Beneficial Owner, as if such Beneficial Owner held directly its indirect Investing Pool Interests, in an amount equal to its Percentage Interest. By acquiring a beneficial ownership interest in an Investing Pool Interest, a Beneficial Owner shall be deemed to consent to such treatment as a condition of receiving such beneficial ownership interest.

Section 3.10 Investing Pool Interests as Personal Property . Each Member hereby agrees that its Investing Pool Interests shall for all purposes be personal property. The Investing Pool shall be the sole owner of the property and rights conveyed to it. No Member has any interest in specific Investing Pool property, including property conveyed to the Investing Pool by a Member.

Section 3.11 Interest on Capital Contributions . No Member shall be entitled to any interest on its capital contribution.

Section 3.12 Valuation . (a) Unless otherwise provided in this Agreement or the Trust Agreement, the value, on any day, of Index Futures, Short-Term Securities and any other property, other than cash, under this Agreement shall be determined as of 4:00 P.M., New York City time, on that day as follows:

(i) The Manager (or the Investing Pool Administrator on behalf of the Manager) will value Index Futures on the basis of that day’s settlement price for each Index Future as announced by the Futures Exchange on which such Index Future is listed. If there is no settlement price announced by the Futures Exchange for a Index Future on that day, the Manager (or the Investing Pool Administrator on behalf of the Manager) will use the most recently announced settlement price unless the Manager (or the Investing Pool Administrator on behalf of the Manager) determines that that price is inappropriate as a basis for the valuation of such Index Future, in which case the Manager (or the Investing Pool Administrator on behalf of the Manager) shall value such Index Future as described in paragraph (ii) below.

(ii) The Manager (or the Investing Pool Administrator on behalf of the Manager) will value all other property at (A) its current market value, if quotations for such property are readily available or (B) its fair value, as reasonably determined by the Manager (or the Investing Pool Administrator on behalf of the Manager), if no quotations for such property are readily available.

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(b) The Manager (or the Investing Pool Administrator on behalf of the Manager) may (but is not required to) employ the services of, and rely upon the reports of, a recognized pricing service (including a pricing service that is an Affiliate of the Manager). If the Manager (or the Investing Pool Administrator on behalf of the Manager) determines that the procedures in this Section 3.12 are an inappropriate basis for the valuation of the Investing Pool’s assets, it shall determine an alternative basis to be employed. None of the Manager or the Investing Pool Administrator shall be liable to any Person for any determination as to the alternative basis for evaluation; provided that such determination is made in good faith.

Section 3.13 Limitation on Distributions . (a) Members shall be entitled to receive distributions from the Investing Pool (i) upon the occurrence of a Redemption Event, in which case the distribution will be in the form of Index Futures, Short-Term Securities and/or cash as determined by the Manager, or (ii) upon dissolution, liquidation or termination pursuant to Article VIII , in which case the distribution shall be in the form directed by the Manager in accordance with the terms of this Agreement; provided that, in the case of a Redemption Event, the amount of the distribution shall be determined by the Manager under Section 3.12 .

(b) The Manager may, but shall not be obligated to, direct the Investing Pool to distribute to Member A cash held by the Investing Pool that is not required to be held by the Investing Pool in connection with its business.

(c) Notwithstanding any provision to the contrary contained in this Agreement, the Investing Pool, and the Manager on behalf of the Investing Pool, shall not be required to make a distribution to a Member on account of its Investing Pool Interests if such distribution would violate the Act or any other applicable law. A determination that a distribution is not prohibited under this Section 3.13 or the Act shall be made by the Manager and, to the fullest extent permitted by applicable law, may be based either on financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances or on a fair valuation or any other method that is reasonable under the circumstances. Unless otherwise agreed to by the Members, a Member shall be entitled only to the distributions expressly provided for in this Agreement.

(d) Notwithstanding anything to the contrary contained in this Agreement, the Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the Investing Pool despite the fact that the percentage of the asset distributed to such member exceeds the percentage of that asset which is equal to the percentage in which such member shares in distributions from the Investing Pool.

ARTICLE IV

MEMBERS

Section 4.1 Powers of Members . Notwithstanding anything herein to the contrary, the Members have all of the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Members, in their capacity as members of the Investing Pool, are not agents of the Investing Pool and do not have any right, power or authority to transact any business in the name of the Investing Pool or to act for or on behalf of or to bind the Investing Pool. No annual or special meetings of the Members are required.

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Section 4.2 Resignation . A Member may resign from the Investing Pool prior to the dissolution and winding up of the Investing Pool only upon the transfer of its Investing Pool Interest in accordance with Section 7.1 . Notwithstanding Section 18-604 of the Act, a resigning Member shall not be entitled to receive any distribution and shall not otherwise be entitled to receive the fair value of its Investing Pool Interests except as otherwise expressly provided for in this Agreement.

Section 4.3 Liability of Members . (a) Except as otherwise required by the Act, the debts, obligations and liabilities of the Investing Pool, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Investing Pool, and no Member shall be obligated personally for any such debt, obligation or liability solely by reason of being a member of the Investing Pool. Except as expressly required herein or by applicable law, a Member, in its capacity as such, shall have no liability in excess of (a) the value of its Investing Pool Interests or (b) the amount of any distributions wrongfully distributed to it.

(b) The Manager, the officers, any agents (including the Tax Administrator) and any delegatee of the Investing Pool shall not be liable for any claim relating to taxes (including interest, penalties, assessments or additions to tax, or damages related thereto) that may be imposed on the Investing Pool, the Members or Beneficial Owners with respect to income, gain, loss, expense, deduction, credit or other tax items relating to an investment in the Investing Pool or the activities of the Investment Pool, so long as such persons have acted in good faith and in a manner believed to be in the best interests of the Members and Beneficial Owners. The provisions of this Section 4.3(b) shall be in addition to, and shall not limit, the provisions of Sections 9.6 and 9.7 .

ARTICLE V

MANAGEMENT

Section 5.1 Manager . Except as otherwise specifically provided by applicable law or in this Agreement, the business and affairs of the Investing Pool shall be managed solely by the Manager (or by any officers and agents of the Investing Pool to whom the Manager delegates its authority, or by such officers, agents and third parties acting at the direction of the Manager). The Manager shall have full and complete authority, power and discretion, acting alone and without the consent or approval of the Members, to make any and all decisions and to do any and all things that the Manager reasonably deems to be within its authority set forth in Section 5.2 .

Section 5.2 Authority of the Manager . (a) Except as otherwise provided in this Agreement, the Manager shall have the power on behalf and in the name of the Investing Pool to carry out any and all of the objects and purposes of the Investing Pool and to perform such acts and enter into and perform such contracts and other undertakings on behalf of the Investing Pool that the Manager may deem to be necessary, advisable or incidental thereto. Except for those specific matters identified in this Agreement, the Manager, acting alone and without the consent or approval of the Members, is fully authorized to approve and consent to any matter, and to

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execute, deliver and perform any document on behalf of the Investing Pool, within the purposes of the Investing Pool, including, without limitation, the Transaction Documents. The Manager shall have the authority to appoint officers and agents of the Investing Pool and to delegate its authority to such officers and agents, including, without limitation, to the Administrator (who, in turn, has employed the Investing Pool Administrator to maintain various records on behalf of the Investing Pool and the Tax Administrator to perform various tax services on behalf of the Investing Pool). The Manager shall have the authority to engage third parties to act at its direction on behalf of the Investing Pool. The Manager shall act as the Tax Matters Partner and exercise any authority permitted the Tax Matters Partner under the Code and Treasury Regulations, and take whatever steps the Manager, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms and documents with the Internal Revenue Service and taking such other action as may from time to time be required under Treasury Regulations.

(b) The Manager shall devote so much of its time to the affairs of the Investing Pool and the conduct of the Investing Pool’s business as it, in its sole judgment, reasonably determines to be required. The Manager is not obligated to do or perform any act or thing in connection with the business of the Investing Pool not expressly set forth herein.

Section 5.3 Officers and Agents of the Investing Pool . Any officer or agent appointed by the Manager pursuant to Section 5.2 shall have such authority as is delegated to such officer or agent by the Manager. Any such officer or agent shall be authorized to act (and entitled to rely) on the instructions of the Manager and shall have signature authority on behalf of the Investing Pool to the extent granted by the Manager so that agreements and documents executed by such officer or agent within its authority shall be binding on the Investing Pool. Any officer or agent appointed by the Manager may be an employee of a Member or the Manager or any Affiliate of a Member or the Manager.

Section 5.4 Officers: Term of Office; Resignation; Removal . Except as otherwise determined by the Manager, each officer shall hold office until his or her successor is duly appointed or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Manager. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, no acceptance of such resignation is necessary to make it effective. The Manager may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with respect to the Investing Pool, but the appointment of any officer shall not in and of itself create any contractual rights. Any vacancy occurring in any office of the Investing Pool by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Manager at any time.

Section 5.5 Reliance by Third Parties . Persons dealing with the Investing Pool are entitled to rely conclusively upon the power and authority of any duly appointed and acting officers or agents acting on behalf of the Investing Pool. In dealing with any officer or agent duly appointed and acting as set forth in this Agreement, no Person shall be required to inquire into the authority of any such officer or agent to bind the Investing Pool.

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Section 5.6 Appointment of a Futures Commission Merchant and Clearing FCM . The Manager shall appoint one or more Futures Commission Merchants to act on its behalf to hold, establish or dispose of long positions in Index Futures. The Manager shall also appoint one or more clearing futures commission merchants to act as a Clearing FCM for the Investing Pool.

Section 5.7 Appointment of a Commodity Trading Adviser . The Manager shall appoint a commodity trading adviser to act on behalf of the Investing Pool consistent with the purposes set forth herein.

Section 5.8 Manager Allocation; Assumption of Operating Expenses . The Manager hereby agrees that it is obligated to pay (and the Investing Pool is not obligated to pay) all Operating Expenses. In return for agreeing to pay the Operating Expenses, the Manager will receive an allocation from the Investing Pool that will accrue daily at an annualized rate equal to 0.75% of the Net Asset Value (as determined before taking into account any fees or expenses computed by reference to the value of the Investing Pool or its assets) and that will be payable by the Investing Pool monthly in arrears.

Section 5.9 Determination of Net Asset Value . The Manager will determine the Net Asset Value as of 4:00 P.M., New York City time, on each Business Day on which the Exchange is open for regular trading, as soon as practicable after such time and, immediately after making such determination, notify Member A thereof.

ARTICLE VI

TAX MATTERS

Section 6.1 Tax Information . (a) The Manager, at its expense, shall prepare or cause to be prepared all federal, state, and local tax returns of the Investing Pool for each year for which such returns are required to be filed and shall cause such returns to be timely filed. The Manager shall deliver or cause to be delivered to each Member a Schedule K-1 and such other information, if any, with respect to the Investing Pool as may be necessary for the preparation of the federal income tax or information returns of such Member and of any Beneficial Owner that directly or indirectly owns an interest in such Member, including a statement showing each Member’s or Beneficial Owner’s share of income, gain, loss, expense, deductions and credits for such fiscal year for U.S. federal income tax purposes as soon as practicable following each fiscal year but generally not later than March 15. Each Member agrees that it shall not, except as required by applicable law, (i) treat, on its own income or information tax returns or any information returns that it provides to any Beneficial Owner, or to any broker or nominee through which the Beneficial Owner owns its Investing Pool Interest, any item of income, gain, loss, deduction, credit, basis or any other tax item relating to its Investing Pool Interests in a manner inconsistent with the treatment of such items by the Investing Pool as reflected on the Schedule K-1 or other information statement furnished to such Member pursuant to this Section 6.1 , or (ii) file any claim for a refund relating to any such item based on, or which would result in, such inconsistent treatment.

(b) Each Member shall, upon request, furnish the Manager with its name and address and such other information as may be reasonably requested by the Investing Pool or its agent for

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purposes of complying with the Investing Pool’s tax reporting obligations with respect to the Member’s Investing Pool Interests. Each Member agrees that any broker or other nominee through which it holds an Investing Pool Interest is permitted to furnish such information to the Investing Pool, including information that would be required by Treasury Regulations Section 1.6031(c)-1T and any successor thereto if that Section applied to the holding of such interests and directs such broker or nominee to provide any such information held by the broker or nominee to the Investing Pool. The Member agrees to provide such information to any broker or nominee through which it holds an Investing Pool Interest upon request.

Section 6.2 Taxation as a Partnership and Tax Elections . Except as provided herein, the Manager may, in its sole discretion, cause the Investing Pool to make, or refrain from making, any income or other tax elections that the Manager reasonably deems necessary or advisable, including, but not limited to, an election pursuant to Section 754 of the Code. The Manager intends to make the election under Section 754 of the Code. The Members recognize and intend that the Investing Pool will be classified as a partnership for U.S. income tax purposes, and will not cause the Investing Pool to make an election to be treated as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3, or any successor provision, or a similar election under any analogous provision for purposes of state or local law. To the extent necessary, the Investing Pool or the Members (as appropriate) will make any election necessary to obtain treatment consistent with the foregoing.

Section 6.3 Adjustments Pursuant to Section 754 Election . If the Investing Pool makes an election pursuant to Section 754 of the Code, the Members agree that the basis of Investing Pool Interests and property of the Investing Pool shall be determined taking into account the provisions of Sections 734(b) and 743(b) of the Code, and except as required by applicable law the Members shall report the basis of its Investing Pool Interest or any property of the Investing Pool distributed to the Member in a Redemption Event as equal to the basis reported by the Investing Pool or its agents to such Members. The Members acknowledge that, to the extent any Member is subject to the mark-to-market rules of Section 475 of the Code, the basis of Investing Pool Interests and of any property of the Investing Pool, including property distributed to a Member in a Redemption Event, shall be determined, including for purposes of Sections 734(b) and 743(b) of the Code, by treating such mark-to-market as having no effect on such basis.

Section 6.4 Notice of Redemptions . Each Member acknowledges that the 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 a Member’s Investing Pool Interest is a distribution other than in liquidation of the Member’s Investing Pool Interest (a “ partial redemption ”), unless it notifies the Investing Pool or its agent prior to such distribution that such distribution is in liquidation of the Member’s Investing Pool Interest (a “ complete redemption ”). The Member agrees to notify the Investing Pool or its agent within 5 Business Days of any distribution of (i) any gain or loss arising from a redemption of an Investing Pool Interest by the Member in exchange for such property, and (ii) any difference between the tax basis of such property on the books of the Investing Pool immediately prior to the redemption, as such amount is reported to the Member, and the basis of the distributed property to the Member (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

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Investing Pool under Section 734(b) of the Code if the Investing Pool makes an election pursuant to Section 754 of the Code. Each Member agrees to determine its basis for tax purposes in any property it receives from the Investing Pool in consideration for a redemption of Shares by reference to the tax basis of such property on the books of the Investing Pool immediately prior to the redemption, as such amount is reported to the Member by the Investing Pool, subject to adjustment as required under Section 732 or other applicable law.

Section 6.5 Withholding Taxes . The Investing Pool shall comply with all applicable withholding and backup withholding tax requirements. The Investing Pool shall request, and each Member shall provide to the Investing Pool, such forms or other documentation as are necessary to establish an exemption from or reduction in withholding tax and backup withholding with respect to each Member, and any representations, forms and documents as shall reasonably be requested by the Investing Pool to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. The Investing Pool shall file any required forms with applicable jurisdictions and, unless an exemption from withholding and backup withholding tax is properly established by a Member, shall remit amounts withheld with respect to the Member to the applicable tax authorities. To the extent that the Manager reasonably believes that the Investing Pool is required to withhold and pay over any amounts (including taxes, interest, penalties, assessments or additions to tax) to any tax authority with respect to distributions or allocations to any Member, and the Investing Pool does withhold such amounts, the amounts withheld shall be treated as a distribution of cash to the Member in the amount of the withholding and shall thereby reduce the amount of cash or other property otherwise distributable to such Member. If an amount required to be withheld is not withheld, the Investing Pool may reduce subsequent distributions by the amount of such required withholding. The consent of the Members shall not be required for any such withholding. In the event of any claimed over-withholding, Members shall be limited to an action against the applicable jurisdiction.

Section 6.6 Each Member waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any representations, forms, documents or information, and any information contained in such representations, forms or documents, that the Member provides, or has provided, to any broker or nominee through which it owns an Investing Pool Interest, to the extent such representations, forms, documents or information may reasonably be requested by the Investing Pool to assist it in determining the extent of, or fulfilling (i) its tax reporting obligations pursuant to Section 6.1(b) of this Agreement or (ii) its withholding and backup withholding tax obligations pursuant to Section 6.5 of this Agreement with respect to such Member’s Investing Pool Interest. Furthermore, the parties hereto acknowledge and agree that any broker or nominee through which a Member owns an Investing Pool Interest shall be a third party beneficiary to this Agreement for the purposes set forth in Section 6.1(b) , Section 6.5 and this Section 6.6 of this Agreement.

Section 6.7 Compliance by Beneficial Owners . To the extent any Beneficial Owner is treated as the direct owner of an Investing Pool Interest for U.S. federal income tax purposes, such Beneficial Owner shall comply with the provisions of this Article VI as if it were a Member. In addition, by acquiring a beneficial ownership interest in an Investing Pool Interest, a Beneficial Owner shall be deemed to consent as a condition of receiving such beneficial ownership interest to comply with the provisions of Section 6.1(b) , Section 6.5 and Section 6.6 of this Agreement.

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ARTICLE VII

TRANSFERS OF INVESTING POOL INTERESTS

Section 7.1 Transfers of Investing Pool Interests . No Member may offer, sell, contract to sell, pledge, assign or otherwise transfer, directly or indirectly, any of its Investing Pool Interests without the prior written consent of the other Member; provided , however , Member B may sell, assign or otherwise transfer any of its Investing Pool Interests without the prior written consent of Member A to any non-natural Person that is an Affiliate of BlackRock Asset Management International Inc. (a “ Substitute Member ”). Any attempted transfer in violation of this Section 7.1 shall be deemed to be, to the fullest extent permitted by law, null and void and shall not be recognized by the Investing Pool. No transfer of Investing Pool Interests in accordance with the terms of this Agreement shall be deemed to be effective until recorded upon the books and records of the Investing Pool.

ARTICLE VIII

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 8.1 No Dissolution . The Investing Pool shall not be dissolved by the admission of Members. The death, insanity, retirement, resignation, expulsion or dissolution of any Member, or the occurrence of any other event that terminates the continued membership of a Member in the Investing Pool, shall not in and of itself cause the Investing Pool to be dissolved or its affairs to be wound up. Upon the occurrence of any such event, to the fullest extent permitted by law, the business of the Investing Pool shall be continued without dissolution. The bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of a Member shall not cause such Member to cease to be a member of the Investing Pool, and upon the occurrence of such an event, the Investing Pool shall continue without dissolution.

Section 8.2 Events Causing Dissolution . The Investing Pool shall be dissolved and its affairs shall be wound up upon the first to occur of the following: (a) the entry of a decree of judicial dissolution under Section 18-802 of the Act, (b) at any time the Manager determines that dissolving the Investing Pool is desirable, or (c) the termination of the legal existence of the last remaining member of the Investing Pool or the occurrence of any other event that terminates the continued membership of the last remaining member of the Investing Pool in the Investing Pool unless the Investing Pool is continued without dissolution in a manner permitted by the Act.

Section 8.3 Notice of Dissolution . Upon the dissolution of the Investing Pool, the Manager shall promptly notify the Members of such dissolution.

Section 8.4 Liquidation . Upon dissolution of the Investing Pool, the Manager, as liquidating trustee, shall immediately commence to wind up the Investing Pool’s affairs; provided , however , that a reasonable time shall be allowed for the orderly liquidation of the assets of the Investing Pool and the satisfaction of liabilities to creditors so as to minimize the losses attendant upon liquidation.

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Section 8.5 Termination . Upon the completion of the winding up, liquidation and distribution of the assets of the Investing Pool, the Manager shall or shall cause a certificate of cancellation to the Certificate to be filed in accordance with the Act. The existence of the Investing Pool as a separate legal entity shall continue until cancellation of the Certificate as provided in the Act.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Binding Effect; Entire Agreement . Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement is binding upon and inures to the benefit of the Members and their respective personal representatives, successors and permitted assigns. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

Section 9.2 Amendments . This Agreement may not be amended, supplemented or repealed other than as agreed to in writing by the Members.

Section 9.3 Governing Law; Severability . This Agreement is governed by and is to be construed in accordance with the laws of the State of Delaware (without giving effect to conflicts of law principles that would apply the laws of another jurisdiction). In particular, this Agreement shall be construed to the maximum extent possible to comply with all of the terms and conditions of the Act. If, nevertheless, a court of competent jurisdiction determines that any provisions or wording of this Agreement is invalid or unenforceable under the Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement. In that case, this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event that such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable term or provision. If a court of competent jurisdiction determines that any provision relating to distributions is invalid or unenforceable, this Agreement shall be construed or interpreted so as (a) to make it enforceable or valid and (b) to make the distributions as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

Section 9.4 Consent to Jurisdiction . The Members hereby (i) irrevocably submit to the non-exclusive jurisdiction of any Delaware state court or federal court sitting in Wilmington, Delaware in any action arising out of or relating to this Agreement, and (ii) to the fullest extent permitted by law, consent to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court. Each party agrees that, in the event that any dispute arising from or relating to this Agreement becomes subject to any judicial proceeding, such party, to the fullest extent permitted by applicable law, waives any right it may otherwise have to (a) seek punitive or consequential damages, or (b) request a trial by jury.

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Section 9.5 Relationship Between this Agreement and the Act . Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 9.5 , “ Default Rule ” means a rule stated in the Act that may be negated or modified by law and that applies except to the extent it is negated or modified through the provisions of a limited liability company’s operating agreement.

Section 9.6 Exculpation . To the fullest extent permitted by applicable law, no Member (including a Member acting as a Manager) or any of its agents or officers shall have personal liability to the Investing Pool or any other Member for monetary damages for breach of fiduciary duty (if any) or any act or omission performed or omitted by any such person in good faith on behalf of the Investing Pool, except for such person’s gross negligence or willful misconduct. Except to the extent provided for in this Section 9.6 or as required by the Act, the Members shall not be liable under a judgment, decree, or order of a court, or in any other manner, for any debt, obligation, or liability of the Investing Pool.

Section 9.7 Indemnification . To the fullest extent permitted by applicable law, each Member, the Manager, the officers, any agents and any delegatee of the Investing Pool (collectively, “ Indemnitees ”) are entitled to indemnification from the Investing Pool for any loss, damage, claim or expense (including reasonable attorney’s fees) incurred by such Indemnitee by reason of any act or omission performed or omitted by such Indemnitee on behalf of the Investing Pool; provided , however , that there is no obligation to pay any Indemnitee for amounts incurred as a result of and attributable to such person’s gross negligence, bad faith or willful misconduct; and provided , further that any indemnity under this Section 9.7 shall be provided out of and only to the extent of the Investing Pool’s assets, and no Member shall have any personal liability on account thereof. The right to indemnification provided under this Section 9.7 shall continue as to any person who has ceased to be an officer, agent or delegate of the Investing Pool and shall inure to the benefit of the heirs, executors and administrators of such person. The right to indemnification under this Section 9.7 is a contract right. The Investing Pool may purchase and maintain insurance to protect any officer, agent or delegatee of the Investing Pool against liability asserted against him or her, or incurred by him or her, arising out of his or her status as such, to the fullest extent permitted by applicable law.

Section 9.8 Notices . (a) All notices given under this Agreement must be in writing.

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(b) Any notice to be given to the Investing Pool or to the Manager shall be deemed to have been duly given (i) when it is actually delivered by a messenger or a recognized courier service, (ii) five (5) days after it is mailed by registered or certified mail, postage paid or (iii) when receipt of a facsimile transmission is acknowledged via a return receipt or receipt confirmation as requested by the original transmission, in each case to or at the address or facsimile number set forth below:

To the Investing Pool:

iShares ^® S&P GSCI™ Commodity-Indexed Investing Pool LLC

400 Howard Street

San Francisco, CA 94105

Facsimile:

To the Manager:

BlackRock Asset Management International Inc.

400 Howard Street

San Francisco, CA 94105

Facsimile: 415-618-5097

(c) If given to any Member, at its address or facsimile number set forth in the books and records of the Investing Pool. Any notice to be given to a Member shall be deemed to have been duly given (i) when it is actually delivered by a messenger or a recognized courier service, (ii) five (5) days after it is mailed by registered or certified mail, postage paid or (iii) when receipt of a facsimile transmission is acknowledged via a return receipt or receipt confirmation as requested by the original transmission.

Section 9.9 Headings . The titles of the Articles and the headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement.

Section 9.10 Counterparts . This Agreement may be executed in any number of counterparts, each of which is deemed to be an original and all of such counterparts constitute one and the same agreement.

Section 9.11 Books and Records . The Investing Pool shall maintain as part of its books and records Annex A hereto listing the names of the Members, their respective capital contributions and their ownership of Investing Pool Interests. Such Annex A, as amended from time to time in accordance with this Agreement, is conclusive as to the identity of the Members and their ownership of Investing Pool Interests.

Section 9.12 Conditions to Effectiveness of Amendments . The amendments to the Existing Agreement set forth herein shall become concurrently effective upon the effectiveness of the amendments to the Trust Agreement in accordance with Section 7.10 thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first set forth above.

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Exhibit 4.3

FORM OF

AUTHORIZED PARTICIPANT AGREEMENT

AUTHORIZED PARTICIPANT AGREEMENT (this “ Agreement ”) dated as of [                    ] among (i) [                    ], a [                    ] organized under the laws of [                    ] (the “ Authorized Participant ”), (ii) BlackRock Institutional Trust Company, N.A., a national banking association acting in its capacity as trustee (in such capacity, the “ Trustee ”) of the iShares ^® S&P GSCI™ Commodity-Indexed Trust (the “ Trust ”), a trust organized under Delaware law pursuant to the provisions of the Second Amended and Restated Trust Agreement, dated as of March 1, 2013 (as the same may be amended from time to time, the “ Trust Agreement ”), and (iii) BlackRock Asset Management International Inc., a Delaware corporation, in its capacity as sponsor of the Trust (in such capacity, 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 (or such number as shall be designated pursuant to the Trust Agreement) (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 respect to the Trust.

B. [                    ] has requested to become an “Authorized Participant” (as such term is defined in the Trust Agreement) with respect to the Trust, 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.

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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:

BlackRock Institutional Trust Company, N.A.

c/o State Street Bank and Trust Company

One Lincoln Street

Attn: Tim McGowan

Boston, MA 02111

Telephone: (800) 474-2737

Facsimile: (617) 937-6033

If to the Sponsor:

BlackRock Asset Management International Inc.

400 Howard Street

San Francisco, CA 94105

Attn: Product Management Team, Intermediary Investors and Exchange-Traded Products Department

Telephone: (415) 670-4671

Facsimile: (415) 618-5097

In each case, with a copy to:

BlackRock Institutional Trust Company, N.A.

400 Howard Street

San Francisco, CA 94105

Attn: Legal Department

Telephone: (415) 670-2860

Facsimile: (415) 618-5731

[                    ]

Address: [                    ]

Attn: [                    ]

Telephone: [                    ]

Facsimile: [                    ]

or to such other address as any of the parties hereto shall have communicated in writing to the remaining parties in compliance with the provisions hereof.

Section 6. Effectiveness, Termination and Amendment . This Agreement shall become effective upon execution and delivery by each of the parties hereto. This Agreement may be terminated at any time by any party upon sixty days prior written notice to the other parties and may be terminated earlier by the Trustee or the Sponsor at any time on the event of a breach by the Authorized Participant of any provision of this Agreement (including the Standard Terms incorporated by Section 2 hereof) or the Procedures. This Agreement supersedes 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 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

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the Authorized Participant does not object in writing to the amendment within ten 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 that would apply the laws of another jurisdiction. 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 (i) 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, and (ii) each of the Trustee and the Sponsor may (A) assign this Agreement, in whole but not in part, to an affiliate that succeeds to such party’s duties under the Trust Agreement upon notice to the other parties or (B) may delegate any portion of its duties or functions hereunder, if any, for so long as it remains responsible therefor. 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.

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

Schedule 1

CREATION AND REDEMPTION PROCEDURES

TABLE OF CONTENTS

-i-

iSHARES ^® S&P GSCI ™ COMMODITY-INDEXED TRUST

CREATION AND REDEMPTION PROCEDURES

adopted by the Sponsor and the Trustee (each as defined below) as of [    ]

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:

“ Applicable Transaction Fee ” shall mean US$13.20 multiplied by the number of Index Futures included in the Basket Amount. The Applicable Transaction Fee may be amended by the Trustee and the Sponsor from time to time with notice to the Authorized Participant in compliance with the notice provisions of the Authorized Participant Agreement; if the Authorized Participant does not object in writing to the amendment of the Applicable Transaction Fee within 2 Business Days after delivery of such notice or submits and does not cancel a Purchase Order or Redemption Order following delivery of such notice, the amendment to the Applicable Transaction Fee will become part of these Procedures and the Authorized Participant Agreement.

“ 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 among such Authorized Participant, the Trustee and the Sponsor, 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 (or such number as shall be designated pursuant to the Trust Agreement).

“ 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 Index Futures 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 Exchange (as such term is defined in the Trust Agreement) is closed for regular trading (b) the Futures 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.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

S1-1

“ Creation ” shall mean 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.

“ Creation and Redemption Agent ” shall mean 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 ” shall mean State Street Bank and Trust Company, in its capacity as custodian for the Trust and the Investing Pool, 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. In connection with any creations or redemptions and any related procedures hereunder, the Settlement Agent will determine the appropriate applicable Custodian for purposes of these Procedures.

“ Deliver ” shall mean 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 applicable Custodian.

“ DTC ” shall mean The Depository Trust Company, its nominees and their respective successors.

“ EFRP ” shall mean an exchange for related positions under the rules of the applicable Futures Exchange that involves contemporaneous transactions in futures contracts and other assets.

“ Futures Exchange ” shall have the meaning set forth in the Trust Agreement.

“ Index Futures ” shall have the meaning set forth in the Trust Agreement.

“ Initial Creation ” shall mean the initial creation of iShares pursuant to the provisions of Section 2.01.

“ Investing Pool ” shall mean iShares ^® S&P GSCI™ Commodity-Indexed Investing Pool LLC.

“ iShares ” shall mean shares issued by the Trustee representing fractional, undivided interests in the net assets of the Trust.

“ Order Cut-Off Time ” shall mean 2:40 p.m. (New York time) or, on any day that the applicable Futures Exchange is scheduled to close early, the time of the close of trading in the Index Futures on the applicable Futures Exchange on such day; provided , that the Order Cut-Off Time for any Purchase Order paid for in cash rather than Basket Constituents shall be no later than 10:00 a.m. (New York time).

“ 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.

S1-2

“ Redemption Order ” shall mean an order to redeem one or more Baskets.

“ Settlement Agent ” shall mean State Street Bank and Trust Company, a Massachusetts trust company, or successor thereto appointed by the Trustee as the Trustee’s agent for settling Creations and Redemptions with Authorized Participants.

“ Short-Term Securities ” shall have the meaning set forth in the Trust Agreement.

“ Sponsor ” shall mean BlackRock Asset Management 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 BlackRock Institutional Trust Company, 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 ^® S&P GSCI™ Commodity-Indexed Trust, a trust governed by the provisions of the Trust Agreement.

“ Trust Agreement ” shall have the meaning set forth in the Authorized Participant Agreement.

Section 1.02. Interpretation . In these Procedures:

Unless otherwise indicated, all references to Sections, clauses, paragraphs, schedules or exhibits, are to Sections, clauses, paragraphs, schedules or exhibits in or to these Procedures.

The words “hereof”, “herein”, “hereunder” and words of similar import shall refer to these Procedures as a whole, and not to any individual provision in which such words may appear.

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.

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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.

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) in response to market conditions or other circumstances that make transactions in or delivery of the iShares or the Index Futures impossible or impractical, (iii) 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 (iv) 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 (or if applicable, cash) 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 applicable Custodian shall have provided confirmation to the Settlement Agent that the EFRPs in connection with any Index Futures included in the Basket Constituents have been properly matched and effected in the books and records of the clearinghouse; and

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(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 the Applicable Transaction Fee, (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 Index Future position); and

(iii) any other conditions to the issuance under the Trust Agreement shall have been satisfied.

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 applicable 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 applicable 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.

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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) in response to market conditions or other circumstances that make transactions in or delivery of the iShares or the Index Futures impossible or impractical, (iii) Redemption 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 (iv) Redemption 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 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 applicable 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 the Applicable Transaction Fee 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 applicable Custodian.

g. In all other cases, Delivery must be completed by the Settlement Agent and applicable Custodian as soon as, in the reasonable judgment of the Settlement Agent, it is practicable.

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

Schedule 2

Standard Terms

STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS (the “ Standard Terms ”) agreed to as of [    ] by and between BlackRock Institutional Trust Company, N.A., a national banking association, and BlackRock Asset Management International Inc., a Delaware corporation, and agreed to by the Authorized Participant as of the date of its entry into the Authorized Participant Agreement to which these Standard Terms are attached.

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 applicable 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 applicable 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 applicable Custodian or the clearinghouse of the applicable Futures Exchange) and not subject to any adverse claims or transferability restrictions, whether arising by operation of law or otherwise; and

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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.

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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 Trustee 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 Trustee 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 Trustee of a superseding certificate in a form approved by the Trustee 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 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.

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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 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, that it will not offer or sell iShares in any state or jurisdiction where they may not lawfully be offered and/or sold, and without limiting the foregoing that it will comply with any applicable transfer restrictions with respect to iShares set forth in the current Prospectus.

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 applicable Futures 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 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.

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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 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.

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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 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 Index Futures 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 Index Futures 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.

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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 five 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 Trust and Investing Pool to adjust the basis of undistributed property held by the Trust and Investing Pool under section 734(b) of the Code.

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 .

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 as required under Treasury regulation section 1.6031(c)-1T or any successor thereto in addition to any information required by other provisions of this Article V.

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

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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.

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 Custodians (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 such other date as may be designated by the Sponsor).

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 Authorized Participant Agreement.

h. “DTC” means The Depository Trust Company.

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i. “Indemnified Party” shall have the meaning ascribed to it in Section 7.01.a hereof.

j. “iShares” shall have the meaning ascribed to it in the Authorized Participant 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 Standard 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.

Exhibit A

CERTIFICATE OF AUTHORIZED REPRESENTATIVES

Each of the following employees of [                    ] (each, an “ Authorized Representative ”) is authorized, in accordance with the Authorized Participant Agreement dated as of [            ] among [            ], the Sponsor and the Trustee, to submit Purchase Orders and Redemption Orders on behalf and in the name of [                    ] and to give instructions or any other notice or request on behalf of [            ] 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 [                    ], does hereby certify that the persons listed above have been duly authorized to act as Authorized Representatives pursuant to the Authorized Participant Agreement.

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