-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JXO7oJ6EYKTRSQLWsqoUnhnECBLIkE0d76XLAbl2flu3AGufWV0jytUQmCet0+uL nfvMJMCR3P+o7D38SNOaVg== 0001193125-09-245227.txt : 20091202 0001193125-09-245227.hdr.sgml : 20091202 20091201183803 ACCESSION NUMBER: 0001193125-09-245227 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091130 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091202 DATE AS OF CHANGE: 20091201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: iShares Silver Trust CENTRAL INDEX KEY: 0001330568 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32863 FILM NUMBER: 091215759 BUSINESS ADDRESS: STREET 1: 45 FREMONT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-875-4879 MAIL ADDRESS: STREET 1: 45 FREMONT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 30, 2009

 

 

iShares® Silver Trust

(Exact name of registrant as specified in its charter)

 

 

 

New York   001-32863   13-7474456

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

c/o BlackRock Asset Management International Inc.

400 Howard Street

San Francisco, California 94105

Attn: BlackRock Institutional Trust Company, N.A.’s Product Management Team

Intermediary Investor and Exchange-Traded Products Department

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (415) 597-2000

Not Applicable

Former name or former address, if changed since last report

 

 

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

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events

On December 1, 2009, the previously announced acquisition of the sponsor (the “Sponsor”) of the iShares® Silver Trust (the “Trust”), and certain of its affiliated companies by BlackRock, Inc. was consummated. In connection with this change of ownership, the name of the Sponsor was changed to BlackRock Asset Management International Inc., and the Depositary Trust Agreement governing the Trust was amended to appoint a new agent for service of process on the Sponsor in New York. A copy of the amendment is filed herewith as Exhibit 4.1. A copy of the Sponsor’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit 4.1 First Amendment to Depositary Trust Agreement.

 

Exhibit 99.1 Press release dated December 1, 2009.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 1, 2009

 

iShares® Silver Trust*
By:   BlackRock Asset Management International Inc.
By:  

/s/ Geoffrey Flynn

Name:   Geoffrey Flynn
Title:   Managing Director
By:  

/s/ Jack Gee

Name:   Jack Gee
Title:   Principal

 

* The registrant is a trust. The individuals specified above are signing in their capacities as officers of BlackRock Asset Management International Inc., the sponsor of the trust.
EX-4.1 2 dex41.htm FIRST AMENDMENT TO DEPOSITARY TRUST AGREEMENT First Amendment to Depositary Trust Agreement

Exhibit 4.1

BARCLAYS GLOBAL INVESTORS INTERNATIONAL INC,

as Sponsor

And

THE BANK OF NEW YORK MELLON,

as Trustee

 

 

First Amendment to

Depositary Trust Agreement

iShares® Silver Trust

 

 

Dated as of November 30, 2009


TABLE OF CONTENTS

 

          Page
FIRST AMENDMENT TO DEPOSITARY TRUST AGREEMENT    1
ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION    1

Section 1.1.

   Definitions    1

Section 1.2.

   Rules of Construction    1
ARTICLE 2 AMENDMENTS TO THE DEPOSITARY TRUST AGREEMENT    2

Section 2.1.

   Text of the Amendments    2
ARTICLE 3 MISCELLANEOUS    2

Section 3.1.

   Counterparts    2

Section 3.2.

   Third-Party Beneficiaries    2

Section 3.3.

   Severability    2

Section 3.4.

   Agent for Service; Submission to Jurisdiction    2

Section 3.5.

   Governing Law    3

 

-i-


FIRST AMENDMENT TO DEPOSITARY TRUST AGREEMENT

THIS FIRST AMENDMENT (this “Amendment”) to the Depositary Trust Agreement dated as of April 21, 2006 is entered into on November 30, 2009, by and between BARCLAYS GLOBAL INVESTORS INTERNATIONAL INC, a Delaware corporation, in its capacity as Sponsor, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee.

W I T N E S S E T H :

WHEREAS the “iShares® Silver Trust”, a trust created under the laws of the State of New York, is governed by the provisions of the Depositary Trust Agreement dated as of April 21, 2006 (the “Depositary Trust Agreement”); and

WHEREAS the parties hereto wish to amend the Depositary Trust Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1. Definitions. Except as otherwise specified in this Amendment, or as the context may otherwise require, capitalized terms shall have the meaning ascribed to them in the Depositary Trust Agreement.

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 has the meaning assigned to it in accordance with generally accepted accounting principles as 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 Amendment 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 2

AMENDMENTS TO THE DEPOSITARY TRUST AGREEMENT

Section 2.1. Text of the Amendments. Section 7.6 of the Depositary Trust Agreement is hereby amended to read in full as follows:

Agent for Service; Submission to Jurisdiction. The Sponsor hereby (i) irrevocably designates and appoints CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011, U.S.A., as the Sponsor’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares, the Trust Property or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in The City of New York, State of New York, in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent (or any successor thereto from time to time duly appointed as such by the Sponsor and the name and address of which shall have been informed in writing by the Sponsor to the Trustee) shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor further agrees to maintain the appointment of an agent for service of process in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.”

ARTICLE 3

MISCELLANEOUS

Section 3.1. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument. Copies of this Amendment shall be filed with the Trustee and shall be open to inspection by any Registered Owner during the Trustee’s business hours.

Section 3.2. Third-Party Beneficiaries. This Amendment is for the exclusive benefit of the parties hereto, and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.

Section 3.3. Severability. In case any one or more of the provisions contained in this Amendment should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Amendment shall in no way be affected, prejudiced or disturbed thereby.

Section 3.4. Agent for Service; Submission to Jurisdiction. The Sponsor hereby (i) irrevocably designates and appoints CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011, U.S.A., as the Sponsor’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares, the Trust

 

- 2 -


Property or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in The City of New York, State of New York, in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent (or any successor thereto from time to time duly appointed as such by the Sponsor and the name and address of which shall have been informed in writing by the Sponsor to the Trustee) shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor further agrees to maintain the appointment of an agent for service of process in full force and effect for so long as any Shares remain outstanding or this Amendment remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

Section 3.5. Governing Law. This Amendment shall be interpreted under, and all rights and duties under this Amendment shall be governed by, the internal substantive laws (but not the choice of law rules) of the State of New York.

 

- 3 -


IN WITNESS WHEREOF, BARCLAYS GLOBAL INVESTORS INTERNATIONAL INC. and THE BANK OF NEW YORK MELLON have duly executed this First Amendment to the Depositary Trust Agreement as of the day and year first set forth above.

 

BARCLAYS GLOBAL INVESTORS

INTERNATIONAL INC.

By:  

/s/ Geoffrey Flynn

Name:   Geoffrey Flynn
Title:   Managing Director
By:  

/s/ Jack Gee

Name:   Jack Gee
Title:   Principal
THE BANK OF NEW YORK MELLON, as Trustee
By:  

/s/ Peter D. Holland

Name:   Peter D. Holland
Title:   Managing Director
EX-99.1 3 dex991.htm PRESS RELEASE DATED DECEMBER 1, 2009 Press Release dated December 1, 2009

EXHIBIT 99.1

Press Release

For Immediate Release

Acquisition of the Sponsor of the iShares Silver Trust is Completed

San Francisco, CA, December 1, 2009 - Today the previously announced transaction between Barclays PLC, the ultimate parent company of Barclays Global Investors International Inc., the Sponsor (“Sponsor”) of the iShares Silver Trust (the “Trust”) and BlackRock, Inc. (the “BlackRock Transaction”), including the acquisition of the Sponsor of the Trust and certain of the Sponsor’s affiliated companies by BlackRock, Inc. was consummated.

In connection with the BlackRock Transaction, the name of the Sponsor was changed from Barclays Global Investors International, Inc. to BlackRock Asset Management International Inc.

It is not expected that the BlackRock Transaction will materially affect the Trust, its shareholders, or an investment in its shares.

Contacts for Press:

 

Lance Berg      415.670.2045            lance.berg@blackrock.com
Christine Hudacko      415.670.2687            christine.hudacko@blackrock.com

All Other Inquiries:

www.ishares.com or 1-800-iSHARES (1-800-474-2737)

Investing involves risk, including possible loss of principal. The iShares Silver Trust (“Trust”) is not an investment company registered under the Investment Company Act of 1940 or a commodity pool for purposes of the Commodity Exchange Act. Shares of the Trust are not subject to the same regulatory requirements as mutual funds. Because shares of the iShares Silver Trust are expected to reflect the price of the silver held by the Trust, the market price of the shares will be as unpredictable as the price of silver has historically been. Additionally, shares of the Trust are bought and sold at market price (not NAV). Brokerage commissions will reduce returns.

Shares of the Trust are created to reflect, at any given time, the market price of silver owned by the trust at that time less the trust’s expenses and liabilities. The price received upon the sale of shares of the Trust, which trade at market price, may be more or less than the value of the silver represented by them. If an investor sells the shares at a time when no active market for them exists, such lack of an active market will most likely adversely affect the price received for the shares. For a more complete discussion of risk factors relative to the Trust, carefully read the prospectus.


Following an investment in the iShares Silver Trust, several factors may have the effect of causing a decline in the prices of silver and a corresponding decline in the price of the shares. Among them: (i) a change in economic conditions, such as a recession, can adversely affect the price of silver. Silver is used in a wide range of industrial applications, and an economic downturn could have a negative impact on its demand and, consequently, its price and the price of the iShares. (ii) a significant change in the attitude of speculators and investors towards silver. Should the speculative community take a negative view towards silver, a decline in world silver prices could occur, negatively impacting the price of the shares. (iii) a significant increase in silver price hedging activity by silver producers. Traditionally, silver producers have not hedged to the same extent as other producers of precious metals (gold, for example) do. Should there be an increase in the level of hedge activity of silver producing companies, it could cause a decline in world silver prices, adversely affecting the price of the shares.

The amount of silver represented by shares of the iShares Silver Trust will decrease over the life of the trust due to sales necessary to pay the sponsor’s fee and trust expenses. Without increase in the price of silver sufficient to compensate for that decrease, the price of the shares will also decline, and investors will lose money on their investment. The Trust will have limited duration. The liquidation of the Trust may occur at a time when the disposition of the trust’s silver will result in losses to investors.

Although market makers will generally take advantage of differences between the NAV and the trading price of Silver Trust shares through arbitrage opportunities, there is no guarantee that they will do so. There is no guarantee an active trading market for the shares, which may result in losses on your investment at the time of disposition of your shares. The value of the shares of the Trust will be adversely affected if silver owned by the trust is lost or damaged in circumstances in which the trust is not in a position to recover the corresponding loss. The Trust is a passive investment vehicle. This means that the value of your shares may be adversely affected by trust losses that, if the trust had been actively managed, it might have been possible to avoid.

Shares of the iShares Silver Trust are not deposits or other obligations of or guaranteed by BlackRock Institutional Trust Company, N.A. (“BlackRock”) and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

BlackRock Asset Management International, Inc. (BAMII) is the sponsor of the Silver Trust. BlackRock Fund Distribution Company (BFDC), a subsidiary of BAMII, assists in the promotion of the Silver Trust. BAMII is an affiliate of BlackRock Institutional Trust Company, N.A.

When comparing commodities and the iShares Silver Trust, it should be remembered that management fees associated with the Trust are not borne by investors in individual commodities. Buying and selling shares of the iShares Silver Trust will result in brokerage commissions. Because the expenses involved in an investment in physical silver will be dispersed among all holders of shares of the Trust, an investment in the Trust may represent a cost-efficient alternative to investments in silver for investors not otherwise able to participate directly in the market for physical silver.

Although shares of the iShares Silver Trust may be bought or sold on the exchange through any brokerage account, shares are not redeemable from the Trust except in large aggregated units called Baskets.


© 2009 BlackRock Institutional Trust Company, N.A. All rights reserved. iShares® is a registered trademark of BlackRock Institutional Trust Company, N.A. All other trademarks, service marks or registered trademarks are the property of their respective owners.

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