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SECURITIES AND EXCHANGE COMMISSION (Release No. 34-53521; File No. SR-Amex-2005-072) - page 3 / 32

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trading Silver Shares under Exchange Rule 1200A et. seq.13

The Exchange proposes to list and trade the Silver Shares, which represent beneficial

ownership interests in the net assets of the iShares Silver Trust14 (the “Silver Trust” or “Trust”)

consisting primarily of silver bullion. Each Silver Share will initially correspond to 10 ounces of

silver.15 The Silver Shares will meet the initial and continued listing criteria under Amex Rule

1202A.16

In effect, purchasing Silver Shares will provide investors a new mechanism to participate

in the silver market. Information about the liquidity, depth, and pricing mechanisms of the

international silver market, management and structure of the Trust, and description of the Silver

Shares follows below.

A.

Description of the Silver Market

The silver market is a global marketplace consisting of both over-the-counter (“OTC”)

transactions and exchange-traded products. The OTC market generally consists of transactions

in spot, forwards, options and other derivatives, while exchange-traded transactions consist of

13

See applicable Amex Rules 1200A, 1201A, 1202A, 1203A, 1204A, and 1205A.

14

The Trust is not an investment company as defined in Section 3(a) of the Investment Company Act of 1940. The Silver Trust will be formed under a depositary trust agreement, among Bank of New York, as Trustee, Barclays Global Investors International, Inc. (“Barclays” or “Sponsor”), the Sponsor, all depositors, if any, and the holders of Silver Shares.

15

The amount of silver associated with each basket (and individual Silver Share) is expected to decrease over time as the Trust incurs and pays maintenance fees and other expenses.

16

The initial listing standards set forth in Amex Rule 1202A(a) provide that the Exchange establish a minimum number of TIRs required to be outstanding at the time of the commencement of trading on the Exchange. As set forth in the section “Criteria for Initial and Continued Listing,” the Exchange expects the minimum number of Silver Shares required to be outstanding at the time of trading to be 150,000.

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