DISTRIBUTION AGREEMENT

Exhibit 1.1

iShares GSCI Commodity-Indexed Trust

[ · ] iShares

Distribution Agreement

[•] , 200[•]

[ · ]

Ladies and Gentlemen:

Barclays Global Investors International, Inc., a [ · ] corporation (the “Sponsor”), has sponsored the formation of a trust, known as “iShares GSCI Commodity-Indexed Trust” (the “Trust”) pursuant to the laws of the State of [                    ] for which Barclays Global Investors, N.A. acts as trustee (the “Trustee”).

Upon the basis of the representations and warranties set forth in Section 1 hereof and subject to the applicable terms and conditions set forth herein, on the date hereof the Trust will issue and sell to you (the “Initial Purchaser”), an aggregate of [ · ] units of fractional undivided beneficial interest in and ownership of the Trust (the “iShares ^® ” and, such 150,000 units, the “Purchased Shares”) upon transfer by the Initial Purchaser to the Trust (as described herein) of [ · ] baskets as described in the Prospectus (as defined herein) (the “Initial Baskets”). The Sponsor and the Trust are advised by the Initial Purchaser that, upon satisfaction (or waiver by the Initial Purchaser) of the conditions set forth in Section 7 hereof, the Initial Purchaser intends to make a public offering of the Purchased Shares as soon after the effective date of the Registration Statement, and on such terms, as in its judgment is advisable

1. The Sponsor, on its own behalf and in its capacity as sponsor of the Trust, represents and warrants to, and agrees with, the Initial Purchaser that:

(a) A registration statement on Form S-1 (File No. 333-[ · ]) (the “Initial Registration Statement”) in respect of the iShares has been filed with the Securities and Exchange Commission (the “Commission”); at the time the conditions set forth in Section 7 have been waived or satisfied (such time, the “Closing Time”), the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, shall have been declared effective by the Commission in such form; as of the Closing Time, other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement shall have been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the

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Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”;

(b) As of the Closing Time, no order preventing or suspending the use of any Preliminary Prospectus shall have been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Sponsor by the Initial Purchaser expressly for use therein;

(c) As of the Closing Time, the Registration Statement, the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto, and as of the Closing Time or the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided , however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Sponsor by the Initial Purchaser expressly for use therein;

(d) The Sponsor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement and the Prospectus;

(e) As of the date hereof, the Trust has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware, with trust power and authority to issue and deliver the Purchased Shares as contemplated herein;

(f) As of the date hereof, iShares GSCI ^® Commodity-Indexed Investing Pool LLC (the “Investing Pool”) has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Registration Statement and the Prospectus;

(g) The Purchased Shares shall be duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and as of the Closing Time will conform in all material respects to the description of the Purchased Shares contained in the Prospectus;

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(h) The issue and sale of the iShares by the Trust and the compliance by the Sponsor and the Trust with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Sponsor or the Trust is a party or by which the Sponsor or the Trust is bound or to which any of the property or assets of the Sponsor or the Trust is subject, except where such conflict, breach or violation, as the case may be, would not have a material adverse effect on the ability of the Sponsor or the Trust to perform its obligations under the Agreement, nor will such action result in any violation of the provisions of the constitutive documents of the Sponsor, the Trust or the Investing Pool or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Sponsor, the Trust or the Investing Pool or any of their properties, except where such violation would not have a material adverse effect on the ability of the Sponsor or the Trust to perform its obligations under the Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the iShares hereunder or the consummation by the Sponsor or the Trust of the transactions contemplated by this Agreement, except the registration under the Act of the iShares, filing of the disclosure document with respect to the iShares under the Commodities Exchange Act (the “CEA”) and such consents, approvals, authorizations, registrations or qualifications as may be required under the rules of the National Association of Securities Dealers, Inc. (“NASD”), the CEA, state securities, commodities or Blue Sky laws in connection with the purchase and distribution of the Purchased Shares by the Initial Purchaser;

(i) As of the Closing Time, none of the Sponsor, the Trust or the Investing Pool shall be in violation of its constitutive documents or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(j) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Sponsor, the Trust or the Investing Pool is a party or of which any property of the Sponsor, the Trust or the Investing Pool is the subject which, if determined adversely to the Sponsor, the Trust or the Investing Pool, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, shareholders’ equity or results of operations of the Sponsor, the Trust or the Investing Pool; and, to the best of the Sponsor’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(k) As of the Closing Time, the statement of financial position is as set forth in the section of the Registration Statement and the Prospectus entitled “Form of Statement of Financial Condition”; the audited statement of financial condition included in the Prospectus, together with the related notes and schedules, presents fairly the financial position of the Trust as of the date indicated and has been prepared in compliance with the requirements of the Act and in conformity with generally accepted accounting principles; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement and the Prospectus that are not included as required; and the Trust does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement and the Prospectus;

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(l) Neither the Trust nor the Investing Pool is subject to any tax filing or any payment obligation of any tax or other assessment of a similar nature (whether imposed directly or through withholding) including any interest, additions to tax or penalties applicable thereto due or claimed to be due;

(m) As of the Closing Time, complete and correct copies of the Trust Agreement and LLC Agreement, and any and all amendments thereto, have been delivered to you; and

(n) Except as set forth in the Registration Statement and the Prospectus (including, without limitation, pursuant to any AP Agreement (as defined therein)), (i) no person has the right, contractual or otherwise, to cause the Trust to issue or sell to it any iShares or other equity interest of the Trust, and (ii) no person has the right to act as an underwriter or as a financial advisor to the Trust in connection with the offer and sale of the iShares, in the case of each of the foregoing clauses (i) and (ii), whether as a result of the filing or effectiveness of the Registration Statement or the sale of the iShares as contemplated thereby or otherwise; no person has the right, contractual or otherwise, to cause the Sponsor on behalf of the Trust to register under the Act any other equity interests of the Trust, or to include any such shares or interests in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the shares as contemplated thereby or otherwise;

2. On the date of this Agreement, the Initial Purchaser shall irrevocably transfer the Initial Baskets to the account of the Trust, and the Trust shall cause the Purchased Shares to be delivered to the Initial Purchaser through the facilities of The Depository Trust Company (“DTC”) for the account of the Initial Purchaser (without regard to whether the conditions in Section 7 hereof are satisfied as of the date hereof or whether representations stated herein to be made as of the Closing Time are true and correct as of the date of this Agreement).

3. Upon the authorization by the Initial Purchaser of the release of the Purchased Shares, the Initial Purchaser proposes to offer the Purchased Shares for sale upon the terms and conditions set forth in the Prospectus.

4. The documents to be delivered as of the Closing Time by or on behalf of the parties hereto pursuant to Section 7 hereof will be delivered at the offices of [ · ] (the “Closing Location”). A meeting will be held at the Closing Location at 2:00 p.m., New York City time, on the New York Business Day next preceding the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

5. The Sponsor agrees with the Initial Purchaser:

(a) To prepare the Prospectus and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 424(b) or Rule 430A(a)(3) under the Act; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish you, upon written reques